What the Earnings Call Left Out
nu/2022-12 already covered Nu's Q4 and full-year 2022 numbers - the record $1,450.5 million quarterly revenue, the CEO's voluntary forfeiture of a $422.6 million pay award, and the $297.6 million reported net loss that forfeiture produced. All of that came from the earnings release, the presentation, and the earnings call, the same package Nu puts out every quarter.
The FY2022 Form 20-F - the full annual report Nu actually files with the SEC, audited by KPMG and signed April 20, 2023, roughly two months after the earnings call - carries disclosure obligations the quarterly package doesn't, and this year's version has three things worth a reader's attention that never showed up in February.
Beyond the Usual
Two payment-industry rivals sued Nu Pagamentos over the same interchange-fee theory, and neither lawsuit was mentioned on the earnings call
On October 14, 2021, Getnet Adquirência e Serviços para Meios de Pagamento S.A. sued Nu's Brazilian subsidiary Nu Pagamentos and Mastercard Brasil, seeking to force a reduction in the interchange fees (the per-transaction fee card networks charge merchants) Nu Pagamentos charges on debit-card transactions run through Getnet's point-of-sale devices, to a maximum of 0.5%-0.8% - alleging roughly R$64 million in damages from the fees as currently set. A trial court declined Getnet's request for a preliminary injunction in October 2021, and the claim itself was dismissed by the court on February 16, 2023 (two days after Nu's Q4 earnings call); Getnet can still appeal, but Nu's own filing estimates the likelihood of loss as remote. Less resolved: on January 18, 2023, Banco Safra filed a near-identical lawsuit against Nu and Mastercard on the same interchange-fee theory, and as of the 20-F's filing both defendants had only just filed their formal defenses (April 10, 2023), with no ruling yet. As of December 31, 2022, Nu had booked an aggregate US$17.9 million in provisions for legal proceedings it considers probable losses, and had made US$18.9 million in judicial deposits related to litigation generally - figures that cover more than just these two cases, but that never appear anywhere in the earnings release, presentation, or call transcript.
Interchange-fee litigation is a live commercial risk for any card-network participant, not unique to Nu, and one of the two specific suits here has already been dismissed at the trial-court level. But a second, copycat suit from a different major Brazilian bank arrived one quarter after the first one nearly won, on the exact same legal theory - worth tracking whether more of Nu's payment-network counterparties follow the same playbook, and whether the $17.9 million in provisions needs to grow if Safra's claim proceeds.
Nu formally qualifies as a "controlled company" under NYSE rules, and says so plainly in its own annual report
Because founder David Vélez's 20-vote-per-share Class B shares give him effective control of the company's voting power, Nu meets the NYSE's definition of a "controlled company" and states in the 20-F that it intends to rely on the exemptions that status grants from certain standard corporate-governance listing requirements - the filing is explicit that shareholders "will not have the same protections afforded to shareholders of companies that are subject to such requirements." This isn't new information about Vélez's control (already flagged in nu/2021-12), but the controlled-company election itself, and the specific governance protections it waives, is disclosed only in the annual filing - not in anything Nu publishes on a quarterly cadence.
Nu's own related-party transaction policy, referenced in the same section, requires certain related-party transactions to be approved by the board or a board-designated committee - the mechanism behind the Rodamoinho and Reprograma disclosures already covered in nu/2022-12.
Nu's 20-F also states plainly that, as of December 31, 2022, 2021, and 2020, the company had no off-balance-sheet arrangements of any kind - a clean disclosure worth noting given how often off-balance-sheet exposure is exactly the kind of thing annual-report footnotes exist to catch.
Audit-related costs shifted mix year over year: KPMG's audit fees rose to $1,076.7 thousand in 2022 from $745.2 thousand in 2021 (+44.5%), while audit-related fees - the category covering acquisition-related accounting consultations and internal-control reviews - fell sharply to $24.7 thousand from $396.2 thousand. Total fees paid to KPMG actually declined slightly year over year ($1,123.5 thousand versus $1,165.7 thousand), with the mix shifting toward core audit work and away from one-off related services, consistent with 2021's heavier one-time IPO-readiness workload rolling off.
The Takeaway
None of this changes the headline read from nu/2022-12 - Q4 2022 was still Nu's strongest operating quarter to date, and the reported net loss was still almost entirely a one-time, voluntary, non-cash charge. What the annual filing adds is exactly the kind of thing a quarterly earnings package isn't built to disclose: two lawsuits from direct payment-network counterparties running on the same legal theory, a specific and named governance carve-out Nu has elected into, and an audit-fee footnote that quietly confirms 2021's elevated advisory costs were IPO-related and didn't recur. Individually minor; together, the reminder that the full annual filing and the earnings release are not interchangeable documents, even when they cover the same fiscal year.
Nu Holdings Ltd.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, audited by KPMG Auditores Independentes Ltda. and signed April 20, 2023 - specifically its Legal Proceedings, Controlled Company, Related Party Transactions, Off-Balance Sheet Arrangements, and Principal Accountant Fees and Services sections. Financial results referenced from this filing are the same figures already covered in nu/2022-12, sourced there from Nu's Q4 2022 earnings materials.