# embedding_metadata

key: chroma:document
string_value:
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.
32


key: chroma:document
string_value:
Table of Contents
We cannot assure you that we will effectively manage our scale.
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.
We have significant international operations, which subject us to increased business, economic, and legal risks that could affect our financial results.
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


key: chroma:document
string_value:
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:
•political, social, or economic instability;
•risks 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;
•potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user
information to local authorities;
•enhanced difficulty in reviewing content on our platform and enforcing our community standards across different languages and countries;
•fluctuations in currency exchange rates and compliance with currency controls;
•foreign 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;
•higher levels of credit risk and payment fraud;
•enhanced difficulties of integrating any foreign acquisitions;
•burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, content
33


key: chroma:document
string_value:
Table of Contents
moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
•reduced protection for intellectual property rights in some countries;
•difficulties 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;
•compliance with statutory equity requirements and management of tax consequences; and
•geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
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.
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.
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.
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'


key: chroma:document
string_value:
expectations, or findings of our consumer hardware products to be defective.
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.
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.
34


key: chroma:document
string_value:
Table of Contents
We face inventory risk with respect to our consumer hardware products.
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.
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.
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.
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


key: chroma:document
string_value:
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.
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.
We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
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.
35


key: chroma:document
string_value:
Table of Contents
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.
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


key: chroma:document
string_value:
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.
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.
We may have exposure to greater than anticipated tax liabilities.
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.
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


key: chroma:document
string_value:
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.
36


key: chroma:document
string_value:
Table of Contents
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.
Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
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.
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


key: chroma:document
string_value:
applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
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.
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.
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.
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.
37


key: chroma:document
string_value:
Table of Contents
If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
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.
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.
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.
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


key: chroma:document
string_value:
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.
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.
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.
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.
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


key: chroma:document
string_value:
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
38


key: chroma:document
string_value:
Table of Contents
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.
There can be no assurance that we will continue to declare cash dividends.
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.
Risks Related to Government Regulation and Enforcement
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.
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


key: chroma:document
string_value:
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.
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.
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.
39


key: chroma:document
string_value:
Table of Contents
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.
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.
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


key: chroma:document
string_value:
services or adversely affect our financial results, including by imposing significant fines that increasingly may be calculated based on global revenue.
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 €1.2 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 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


key: chroma:document
string_value:
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
40


key: chroma:document
string_value:
Table of Contents
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.
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


key: chroma:document
string_value:
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.
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


key: chroma:document
string_value:
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.
41


key: chroma:document
string_value:
Table of Contents
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.
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.
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


key: chroma:document
string_value:
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.
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


key: chroma:document
string_value:
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.
42


key: chroma:document
string_value:
Table of Contents
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.
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.
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


key: chroma:document
string_value:
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.
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.
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


key: chroma:document
string_value:
our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
43


key: chroma:document
string_value:
Table of Contents
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.
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.
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


key: chroma:document
string_value:
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.
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


key: chroma:document
string_value:
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.
Any of the foregoing events could adversely affect our business and financial results.
44


key: chroma:document
string_value:
Table of Contents
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.
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.
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.


key: chroma:document
string_value:
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.
Risks Related to Data, Security, Platform Integrity, and Intellectual Property
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.
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


key: chroma:document
string_value:
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
45


key: chroma:document
string_value:
Table of Contents
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.
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.
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


key: chroma:document
string_value:
material and adverse effect on our business, reputation, or financial results.
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.
Intentional misuse of our services and user data and other undesirable activity by third parties on our platform could adversely affect our business.
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.
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.


key: chroma:document
string_value:
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
46


key: chroma:document
string_value:
Table of Contents
and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory
oversight.
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.
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


key: chroma:document
string_value:
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.
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.
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


key: chroma:document
string_value:
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.
47


key: chroma:document
string_value:
Table of Contents
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.
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.
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,


key: chroma:document
string_value:
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.
Risks Related to Ownership of Our Class A Common Stock
The trading price of our Class A common stock has been and will likely continue to be volatile.
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:
•actual or anticipated fluctuations in our revenue and other operating results for either of our reportable segments;
•the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
•actions 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;
•additional 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;
•investor sentiment with respect to our competitors, our business partners, and our industry in general;
•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures,
or capital commitments;
48


key: chroma:document
string_value:
Table of Contents
•announcements 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;
•changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
•the inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
•media coverage of our business and financial performance;
•lawsuits threatened or filed against us, or developments in pending lawsuits;
•adverse 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;
•trading activity in our share repurchase program; and
•other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to
these events.
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.
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.
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


key: chroma:document
string_value:
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.
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.
49


key: chroma:document
string_value:
Table of Contents
Our status as a "controlled company" could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
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.
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.
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:
•until 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;
•we 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;
•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain


key: chroma:document
string_value:
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;
•when 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;
•when 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;
•when 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;
•only 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;
•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of
stockholders;
•our 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
•certain litigation against us can only be brought in Delaware.
50


key: chroma:document
string_value:
Table of Contents
Item 1B.Unresolved Staff Comments
None.
Item 1C.Cybersecurity
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.
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


key: chroma:document
string_value:
technical and operational measures, as well as annual cybersecurity and privacy training for all of our employees.
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.
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.
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.
51


key: chroma:document
string_value:
Table of Contents
Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
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’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
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.
Item 2.Properties
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.
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.
See Note 3 — 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.
We believe that our facilities are adequate for our current needs.
Item 3.Legal Proceedings
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


key: chroma:document
string_value:
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.
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.
52


key: chroma:document
string_value:
Table of Contents
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.
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.
Privacy and Related Matters
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


key: chroma:document
string_value:
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.
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


key: chroma:document
string_value:
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
53


key: chroma:document
string_value:
Table of Contents
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.
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 €1.2 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—Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content,


key: chroma:document
string_value:
competition, safety and consumer protection, e-commerce, and other matters" in this Annual Report on Form 10‑K. 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.
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.
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).
Competition
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


key: chroma:document
string_value:
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
54


key: chroma:document
string_value:
Table of Contents
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.
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, Düsseldorf, 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.
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.
Securities and Other Actions
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


key: chroma:document
string_value:
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.
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.
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


key: chroma:document
string_value:
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.
Youth-Related Actions
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
55


key: chroma:document
string_value:
Table of Contents
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.
Other Actions
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


key: chroma:document
string_value:
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.
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.
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.
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.
We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary


key: chroma:document
string_value:
course of business, and we expect to be subject to additional legal proceedings and disputes in the future.
Item 4.Mine Safety Disclosures
Not applicable.
56


key: chroma:document
string_value:
Table of Contents
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
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.
Our Class B common stock is not listed on any stock exchange nor traded on any public market.
Holders of Record
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.
Dividend Policy
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 “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.
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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes the share repurchase activity for the three months ended December 31, 2023:
Total Number of Shares
PurchasedAverage Price Paid Per
Share Total Number of Shares
Purchased as Part of Publicly
Announced Programs Approximate Dollar Value of


key: chroma:document
string_value:
Announced Programs Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs 
(in thousands) (in thousands) (in millions)
October 1 - 31, 2023 10,105 $ 294.59 10,105 $ 34,246 
November 1 - 30, 2023 — $ — — $ 34,246 
December 1 - 31, 2023 9,607 $ 345.27 9,607 $ 30,929 
Total 19,712 19,712 
____________________________________
(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 privat ely negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the
Exchange Act. See Note 13 — Stockholders' Equity in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to share repurchases.
(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.(2) (1) (1)
57


key: chroma:document
string_value:
Table of Contents
Recent Sale of Unregistered Securities and Use of Proceeds
Recent Sale of Unregistered Securities
None.
Stock Performance Graph
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.
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.
Item 6.[Reserved]
58


key: chroma:document
string_value:
Table of Contents
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
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 "—Revenue—Foreign 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 "—Liquidity and Capital Resources—Free Cash Flow."
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‑GAAP 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.


key: chroma:document
string_value:
used by management in operating our business.
Executive Overview of Full Year 2023 Results
Our mission is to give people the power to build community and bring the world closer together.
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.
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.
59


key: chroma:document
string_value:
Table of Contents
Consolidated and Segment Results
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 %
•Net income was $39.10 billion, with diluted earnings per share (EPS) of $14.87 for the year ended December 31, 2023.
•Capital expenditures, including principal payments on finance leases, were $28.10 billion for the year ended December 31, 2023.
•Effective tax rate was 17.6% for the year ended December 31, 2023.
•Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023.
•Long-term debt was $18.39 billion as of December 31, 2023.
•Headcount was 67,317 as of December 31, 2023, a decrease of 22% year-over-year.
Dividend
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


key: chroma:document
string_value:
cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “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.
60


key: chroma:document
string_value:
Table of Contents
Restructuring
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.
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 ConsolidationSeverance and Other
Personnel Costs Data Center Assets Total
Cost of revenue $ 177 $ — $ (224)$ (47)
Research and development 1,581 413 — 1,994 
Marketing and sales 396 307 — 703 
General and administrative 352 450 — 802 
Total $ 2,506 $ 1,170 $ (224)$ 3,452 
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.
See Note 3 — 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.
Family of Apps Metrics
•Family daily active people (DAP) was 3.19 billion on average for December 2023, an increase of 8% year-over-year.
•Family monthly active people (MAP) was 3.98 billion as of December 31, 2023, an increase of 6% year-over-year.
•Facebook daily active users (DAUs) were 2.11 billion on average for December 2023, an increase of 6% year-over-year.
•Facebook monthly active users (MAUs) were 3.07 billion as of December 31, 2023, an increase of 3% year-over-year.
•Ad 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.


key: chroma:document
string_value:
year in 2023.
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.
Developments in Advertising
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.
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
61


key: chroma:document
string_value:
Table of Contents
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.
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.
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.


key: chroma:document
string_value:
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.
Other Business and Macroeconomic Conditions
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.
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.
62


key: chroma:document
string_value:
Table of Contents
Investment Philosophy
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.
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.
63


key: chroma:document
string_value:
Table of Contents
Trends in Our Family Metrics
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.
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.
•Daily 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.


key: chroma:document
string_value:
- - - - - - D A P / M A P : - - - - - - 7 9 % - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 8 0 %
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.
Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022.
64


key: chroma:document
string_value:
Table of Contents
•Monthly 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.
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.


key: chroma:document
string_value:
Family metrics no longer include Messenger Kids users.
As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
65


key: chroma:document
string_value:
Table of Contents
•Average 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.
A R P P : $ 9 . 3 9 $ 7 . 7 2 $ 7 . 9 1 $ 7 . 5 3 $ 8 . 6 3 $ 7 . 5 9 $ 8 . 3 2 $ 8 . 7 1 $ 1 0 . 1 0
 Ad Revenue
 Non-Ad Revenue
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.
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.
66


key: chroma:document
string_value:
Table of Contents
Trends in Our Facebook User Metrics
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.
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.
•Daily 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.
----
D A U / M A U : - - 6 6 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 8 % - - - - - - 6 8 % - - - - - 6 8 % - - - - - - 6 9 % -
-
 -


key: chroma:document
string_value:
-
 -
D A U / M A U : - - 7 4 % - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 4 % - - - - - - 7 5 % - - - - - 7 4 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - D A U / M A U : - 7 2 % - - - - - - 7 3 % - - - - - - 7 4 % - - - - - 7 4 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - -
-
 -
D A U / M A U : - - 6 3 % - - - - - 6 4 % - - - - - - 6 4 % - - - - - - 6 4 % - - - - - - 6 5 % - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - D A U / M A U : - 6 5 % - - - - - - 6 6 % - - - - - - 6 6 % - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - - - 6 7 % - - -
Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America,
and the Middle East.
67


key: chroma:document
string_value:
Table of Contents
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.
•Monthly 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.
 
 
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.
68


key: chroma:document
string_value:
Table of Contents
Trends in Our Monetization by Facebook User Geography
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.
--- A R P U : - - $ 1 1 . 5 7 - - - $ 9 . 5 4 - - - $ 9 . 8 2 - - - $ 9 . 4 1 - - - $ 1 0 . 8 6 - - - - $ 9 . 6 2 - - - - $ 1 0 . 6 3 - - - - $ 1 1 . 2 3 - - - $ 1 3 . 1 2 -
-


key: chroma:document
string_value:
-
- - A R P U : - - $ 6 0 . 5 7 - - $ 4 8 . 2 9 - - $ 5 0 . 2 5 - - $ 4 9 . 1 3 - - - $ 5 8 . 7 7 - - $ 4 8 . 8 5 - - - $ 5 3 . 5 3 - - - $ 5 6 . 1 1 - - - $ 6 8 . 4 4 - - - - - - - - A R P U : - - $ 1 9 . 6 8 - - $ 1 5 . 3 5 - - $ 1 5 . 6 4 - - $ 1 4 . 2 3 - - $ 1 7 . 2 9 - - - $ 1 5 . 5 1 - - $ 1 7 . 8 8 - - - $ 1 9 . 0 4 - - - $ 2 3 . 1 4
 
- A R P U : - - $ 4 . 8 9 - - - - $ 4 . 4 7 - - - - $ 4 . 5 4 - - - - $ 4 . 4 2 - - - - $ 4 . 6 1 - - - - $ 4 . 5 2 - - - - $ 4 . 8 8 - - - - - $ 5 . 1 2 - - - - $ 5 . 5 2 - - - - - - - A R P U : - - $ 3 . 4 3 - - - - - $ 3 . 1 4 - - - - $ 3 . 3 5 - - - - $ 3 . 2 1 - - - - $ 3 . 5 2 - - - - $ 3 . 3 5 - - - - $ 3 . 7 6 - - - - - $ 4 . 2 2 - - - - $ 4 . 5 0
Ad Revenue
 Non-Ad Revenue


key: chroma:document
string_value:
Ad Revenue
 Non-Ad Revenue
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.
69


key: chroma:document
string_value:
Table of Contents
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 — 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.
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‑Pacific 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.
70


key: chroma:document
string_value:
Table of Contents
Critical Accounting Estimates
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.
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 — 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.
Loss Contingencies
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.
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


key: chroma:document
string_value:
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.
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 — Commitments and Contingencies and Note 15 — 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.
Income Taxes
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
71


key: chroma:document
string_value:
Table of Contents
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.
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.
Valuation of Assets
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.
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.
Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is


key: chroma:document
string_value:
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.
72


key: chroma:document
string_value:
Table of Contents
Components of Results of Operations
Revenue
Family of Apps (FoA)
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.
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.
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.
Reality Labs (RL)
RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
Cost of Revenue and Operating Expenses
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


key: chroma:document
string_value:
customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content
costs.
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.
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.
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.
73


key: chroma:document
string_value:
Table of Contents
Results of Operations
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.
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 
The following table sets forth our consolidated statements of income data (as a percentage of revenue):
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 — — 
Income before provision for income taxes 35 25 40 
Provision for income taxes 6 5 7


key: chroma:document
string_value:
Provision for income taxes 6 5 7 
Net income 29 % 20 % 33 %
_________________________
(1) Percentages have been rounded for presentation purposes and may dif fer from unrounded results.(1)
74


key: chroma:document
string_value:
Table of Contents
Revenue
The following table sets forth our revenue by source and by segment:
 Year Ended December 31,
 2023 2022 20212023 vs 2022 %
change2022 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)%
Family of Apps
FoA revenue in 2023 increased $18.56 billion, or 16%, compared to 2022. The increase was almost entirely driven by advertising revenue.
Advertising
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 "—
Executive Overview of Full Year 2023 Results." In addition, year-over-year advertising revenue growth for the full year 2023 was driven mainly by marketer


key: chroma:document
string_value:
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.
Other revenue
FoA other revenue in 2023 increased $250 million, or 31%, compared to 2022. The increase was mainly driven by WhatsApp Business Platform
revenue.
Reality Labs
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.
Revenue Seasonality
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.
75


key: chroma:document
string_value:
Table of Contents
Foreign Exchange Impact on Revenue
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.
Cost of revenue
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Cost of revenue $ 25,959 $ 25,249 $ 22,649 3 % 11 %
Percentage of revenue 19 % 22 % 19 %
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.
See Note 3 — 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.
Research and development
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Research and development $ 38,483 $ 35,338 $ 24,655 9 % 43 %
Percentage of revenue 29 % 30 % 21 %
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.


key: chroma:document
string_value:
related expenses driven by an increase in share-based compensation expenses.
Marketing and sales
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Marketing and sales $ 12,301 $ 15,262 $ 14,043 (19)% 9 %
Percentage of revenue 9 % 13 % 12 %
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.
76


key: chroma:document
string_value:
Table of Contents
General and administrative
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
General and administrative $ 11,408 $ 11,816 $ 9,829 (3)% 20 %
Percentage of revenue 8 % 10 % 8 %
 
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.
Segment profitability
The following table sets forth income (loss) from operations by segment:
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 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)%
Family of Apps
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.
Reality Labs
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.
Interest and other income (expense), net
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 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 %


key: chroma:document
string_value:
Other income (expense), net (150) (320) 210 53 % (252)%
Interest and other income (expense), net $ 677 $ (125)$ 531 NM (124)%
 
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.
77


key: chroma:document
string_value:
Table of Contents
Provision for income taxes
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 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 %
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.
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.
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.
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


key: chroma:document
string_value:
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.
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.
See Note 15 — 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.
78


key: chroma:document
string_value:
Table of Contents
Liquidity and Capital Resources
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.
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)
Cash Provided by Operating Activities
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.
Cash Used in Investing Activities


key: chroma:document
string_value:
Cash Used in Investing Activities
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.
We anticipate making capital expenditures of approximately $30 billion to $37 billion in 2024.
Cash Used in Financing Activities
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.
Free Cash Flow
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.
79


key: chroma:document
string_value:
Table of Contents
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.
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.
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:
• FCF does not reflect our future contractual commitments; and
• other companies in our industry present similarly titled measures differently than we do, limiting their usefulness as comparative measures.
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.
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 
Material Cash Requirements
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.
Leases and Contractual Commitments
Our operating lease obligations mostly include offices, data centers, and colocations. Our finance lease obligations include certain network


key: chroma:document
string_value:
infrastructure. Our facilities consolidation restructuring efforts did not materially change our operating lease obligations.
Our contractual commitments are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality
Labs.
Long-term Debt
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.
80


key: chroma:document
string_value:
Table of Contents
Share Repurchase
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.
Dividend
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.
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.
Taxes
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.
Loss Contingencies


key: chroma:document
string_value:
Loss Contingencies
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.
See Note 8 — Leases, Note 10 — Long-term Debt, Note 12 — Commitments and Contingencies, Note 13 — Stockholders' Equity, and Note 15 —
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.
Recently Issued Accounting Pronouncements
For information on recently issued accounting pronouncements, see Note 1 — 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.
81


key: chroma:document
string_value:
Table of Contents
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
Foreign Currency Exchange Risk
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
— Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
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.
Interest Rate Sensitivity
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.
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


key: chroma:document
string_value:
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.
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.
82


key: chroma:document
string_value:
Table of Contents
Equity Price Risk
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.
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.
For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable
Equity Securities, and Note 10 — 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’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting
Estimates" contained in this Annual Report on Form 10-K.
83


key: chroma:document
string_value:
Table of Contents
Item 8.Financial Statements and Supplementary Data
META PLATFORMS, INC.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
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
Notes to Consolidated Financial Statements 95
 
84


key: chroma:document
string_value:
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Meta Platforms, Inc.
Opinion on the Financial Statements
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.
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 1, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating


key: chroma:document
string_value:
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
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.
85


key: chroma:document
string_value:
Table of Contents
Loss Contingencies
Description of the MatterAs 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.
How We Addressed the
Matter in Our AuditWe 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.
86


key: chroma:document
string_value:
Table of Contents
Uncertain Tax Positions
Description of the MatterAs 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.
How We Addressed the
Matter in Our AuditWe 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.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2007.
San Mateo, California
February 1, 2024
87


key: chroma:document
string_value:
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Meta Platforms, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Meta Platforms, Inc.'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), (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.
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.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying 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.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting


key: chroma:document
string_value:
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Mateo, California
February 1, 2024
88


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except for number of shares and par value)
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 — — 
Additional paid-in capital 73,253 64,444 
Accumulated other comprehensive loss (2,155) (3,530)


key: chroma:document
string_value:
Retained earnings 82,070 64,799 
Total stockholders' equity 153,168 125,713 
Total liabilities and stockholders' equity $ 229,623 $ 185,727 
See Accompanying Notes to Consolidated Financial Statements.
89


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
 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 
See Accompanying Notes to Consolidated Financial Statements.
90


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
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 
See Accompanying Notes to Consolidated Financial Statements.
91


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions)
Class A and Class B
Common Stock
Additional
Paid-In CapitalAccumulated
Other
Comprehensive
Income (Loss)Retained
EarningsTotal
Stockholders'
Equity Shares Par Value
Balances at December 31, 2020 2,849 $ — $ 50,018 $ 927 $ 77,345 $ 128,290 
Issuance of common stock 45 — — — — — 
Shares withheld related to net share settlement (17) — (3,371) — (2,144) (5,515)
Share-based compensation — — 9,164 — — 9,164 
Share repurchases (136) — — — (44,810) (44,810)
Other comprehensive loss — — — (1,620) — (1,620)
Net income — — — — 39,370 39,370 
Balances at December 31, 2021 2,741 — 55,811 (693) 69,761 124,879 
Issuance of common stock 54 — — — — — 
Shares withheld related to net share settlement (20) — (3,359) — (236) (3,595)
Share-based compensation — — 11,992 — — 11,992 
Share repurchases (161) — — — (27,926) (27,926)
Other comprehensive loss — — — (2,837) — (2,837)
Net income — — — — 23,200 23,200 
Balances at December 31, 2022 2,614 — 64,444 (3,530) 64,799 125,713 
Issuance of common stock 65 — — — — — 
Shares withheld related to net share settlement (26) — (5,218) — (1,794) (7,012)
Share-based compensation — — 14,027 — — 14,027 
Share repurchases (92) — — — (20,033) (20,033)
Other comprehensive income — — — 1,375 — 1,375


key: chroma:document
string_value:
Net income — — — — 39,098 39,098 
Balances at December 31, 2023 2,561 $ — $ 73,253 $ (2,155)$ 82,070 $ 153,168 
See Accompanying Notes to Consolidated Financial Statements.
92


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
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 — 
Data center assets abandonment (224) 1,341 — 
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)


key: chroma:document
string_value:
Proceeds from issuance of long-term debt, net 8,455 9,921 — 
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 
    
See Accompanying Notes to Consolidated Financial Statements.
93


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
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 $ — $ — 
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 
See Accompanying Notes to Consolidated Financial Statements.
94


key: chroma:document
string_value:
Table of Contents
META PLATFORMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization and Description of Business
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.
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.
Basis of Presentation
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.
Use of Estimates
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.
Revenue Recognition
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


key: chroma:document
string_value:
those goods or services.
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.
Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent.
Advertising Revenue
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.
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
95


key: chroma:document
string_value:
Table of Contents
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.
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.
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.
Reality Labs Revenue
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.
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.
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.
Content Costs
Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform.


key: chroma:document
string_value:
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.
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.
Software Development Costs
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.
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.
96


key: chroma:document
string_value:
Table of Contents
Share-based Compensation
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.
Income Taxes
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.
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.
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.
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.
Advertising Expense
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.
Employee Severance
We recognize one-time employee termination costs when notification occurs, based on the regional requirements in which the employee works.


key: chroma:document
string_value:
Cash and Cash Equivalents, Marketable Securities, and Restricted Cash
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.
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
97


key: chroma:document
string_value:
Table of Contents
identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
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.
Non-marketable Equity Securities
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 — Non-marketable Equity Securities.
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.
Fair Value Measurements
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:


key: chroma:document
string_value:
Level 1- Quoted prices in active markets for identical assets or liabilities.
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.
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.
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.
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.
Accounts Receivable and Allowances
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
98


key: chroma:document
string_value:
Table of Contents
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.
Property and Equipment
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.
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
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 — Restructuring.
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


key: chroma:document
string_value:
and depreciated or amortized over the revised estimated useful life.
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.
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.
Lease Obligations
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
99


key: chroma:document
string_value:
Table of Contents
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.
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.
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.
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.
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.
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.
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


key: chroma:document
string_value:
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 — Restructuring.
Loss Contingencies
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.
Business Combinations
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.
100


key: chroma:document
string_value:
Table of Contents
Goodwill and Intangibles Assets
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.
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.
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.
Foreign Currency
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


key: chroma:document
string_value:
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.
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.
Credit Risk and Concentration
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.
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.
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
101


key: chroma:document
string_value:
Table of Contents
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.
No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
Recently Adopted Accounting Pronouncements
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.
Accounting Pronouncements Not Yet Adopted
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.
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.
102


key: chroma:document
string_value:
Table of Contents
Note 2. Revenue
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 
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 $ 52,888 $ 50,150 $ 51,541 
Europe 31,210 26,681 29,057 
Asia-Pacific 36,154 27,760 26,739 
Rest of World 14,650 12,018 10,592 
Total revenue $ 134,902 $ 116,609 $ 117,929 
_________________________
(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 .
(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 .
(3) Europe includes Russia and Turkey , and Rest of World includes Africa, Latin America, and the Middle East.
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.(1)
(3)
 (2)
(3)
103


key: chroma:document
string_value:
Table of Contents
Note 3. Restructuring
2023 Restructuring
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.
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 $ 1,197 
____________________________
(1)    Includes $101 million of share-based compensation expense recognized for the 2023 layof fs during the year ended December 31, 2023.
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.
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 $ — 
Severance and other personnel costs 1,097 
Cash payments (1,021)
Balance as of December 31, 2023 $ 76 
2022 Restructuring
In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a


key: chroma:document
string_value:
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.(1)
104


key: chroma:document
string_value:
Table of Contents
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
ConsolidationSeverance and
Other Personnel
CostsData Center
Assets TotalFacilities
ConsolidationSeverance and
Other Personnel
CostsData Center
Assets Total
Cost of revenue $ 177 $ — $ (224)$ (47)$ 154 $ — $ 1,341 $ 1,495 
Research and development 1,581 (9) — 1,572 1,311 408 — 1,719 
Marketing and sales 396 (1) — 395 404 234 — 638 
General and administrative 352 (17) — 335 426 333 — 759 
Total $ 2,506 $ (27)$ (224)$ 2,255 $ 2,295 $ 975 $ 1,341 $ 4,611 
____________________________________
(1) Relates to changes in estimates in our data center restructuring char ges recorded during 2022.
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.
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 $ — 
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 $ — (1)
105


key: chroma:document
string_value:
Table of Contents
Note 4. Earnings per Share
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.
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.
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.
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.
Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
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
AClass
BClass
AClass
BClass
AClass
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


key: chroma:document
string_value:
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 — 3,471 — 6,042 — 
Reallocation of net income to Class B common stock — (112) — (19) — (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 — 402 — 432 — 
Weighted-average effect of dilutive RSUs 55 — 15 — 44 — 
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 
106


key: chroma:document
string_value:
Table of Contents
Note 5. Financial Instruments
Instruments Measured at Fair Value
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.
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, 2023Quoted 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 $ — $ — 
U.S. government and agency securities 2,206 2,206 — — 
Time deposits 261 — 261 — 
Corporate debt securities 220 — 220 — 
Total cash and cash equivalents 41,862 35,116 481 — 
Marketable securities:
U.S. government securities 8,439 8,439 — — 
U.S. government agency securities 3,498 3,498 — — 
Corporate debt securities 11,604 — 11,604 — 
Total marketable securities 23,541 11,937 11,604 — 
Restricted cash equivalents 857 857 — — 
Other assets 101 — — 101 
Total $ 66,361 $ 47,910 $ 12,085 $ 101 
107


key: chroma:document
string_value:
Table of Contents
  Fair Value Measurement at Reporting Date Using
Description December 31, 2022Quoted 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 $ — $ — 
U.S. government and agency securities 16 16 — — 
Time deposits 156 — 156 — 
Corporate debt securities 28 — 28 — 
Total cash and cash equivalents 14,681 8,321 184 — 
Marketable securities:
U.S. government securities 8,708 8,708 — — 
U.S. government agency securities 4,989 4,989 — — 
Corporate debt securities 12,335 — 12,335 — 
Marketable equity securities 25 25 — — 
Total marketable securities 26,057 13,722 12,335 — 
Restricted cash equivalents 583 583 — — 
Other assets 157 — — 157 
Total $ 41,478 $ 22,626 $ 12,519 $ 157 
Unrealized Losses
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 — 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


key: chroma:document
string_value:
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)
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.
108


key: chroma:document
string_value:
Table of Contents
Contractual Maturities
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 
Instruments Measured at Fair Value on Non-recurring Basis
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 — Non-marketable Equity Securities.
Note 6. Non-marketable Equity Securities
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
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.
109


key: chroma:document
string_value:
Table of Contents
Note 7. Property and Equipment
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 
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.
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.
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 — Restructuring.
Note 8. Leases
We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into


key: chroma:document
string_value:
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.
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 
110


key: chroma:document
string_value:
Table of Contents
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 — Restructuring.
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 %
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 $ 18,849 $ 690 
Lease liabilities, current $ 1,623 $ 90 
Lease liabilities, non-current 17,226 600 
Present value of lease liabilities $ 18,849 $ 690 
_________________
(1)    Lease liabilities include operating leases under restructuring as a part of our facilities consolidation ef forts. For additional information, see Note 3 — Restructuring.
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.(1)
(1)
111


key: chroma:document
string_value:
Table of Contents
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 $ 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 
_________________
(1)    Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases .
Note 9. Acquisitions, Goodwill, and Intangible Assets
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.
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 — 357 357 
Adjustments (4) (5) (9)


key: chroma:document
string_value:
Table of Contents
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
AmountAccumulated
AmortizationNet Carrying
AmountGross Carrying
AmountAccumulated
AmortizationNet 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 — 425 382 — 382 
Total intangible assets $ 1,218 $ (430)$ 788 $ 1,355 $ (458)$ 897 
Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million,
respectively.
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 
113


key: chroma:document
string_value:
Table of Contents
Note 10. Long-term Debt
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 RateEffective 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 
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.


key: chroma:document
string_value:
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.
As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
2024 through 2026 $ — 
2027 2,750 
2028 1,500 
Thereafter 14,250 
Total outstanding debt $ 18,500 
114


key: chroma:document
string_value:
Table of Contents
Note 11. Liabilities
The components of accrued expenses and other current liabilities are as follows (in millions):
December 31,
2023 2022
Legal-related accruals $ 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 
_________________________
(1) Includes accruals for estim ated 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 — Commitments and Contingencies.
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 
Note 12. Commitments and Contingencies
Contractual Commitments
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 
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


key: chroma:document
string_value:
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.(1)
115


key: chroma:document
string_value:
Table of Contents
Legal and Related Matters
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.
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.
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.
For information regarding income tax contingencies, see Note 15 — Income Taxes.
Privacy and Related Matters


key: chroma:document
string_value:
Privacy and Related Matters
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,


key: chroma:document
string_value:
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.
116


key: chroma:document
string_value:
Table of Contents
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 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.


key: chroma:document
string_value:
whether the appeal or the request for a stay would be successful.
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 €1.2 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.
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.
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


key: chroma:document
string_value:
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).
Competition
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
117


key: chroma:document
string_value:
Table of Contents
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.
Securities and Other Actions
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


key: chroma:document
string_value:
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.
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.
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


key: chroma:document
string_value:
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.
Youth-Related Actions
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
118


key: chroma:document
string_value:
Table of Contents
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.
Other Actions
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.
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,


key: chroma:document
string_value:
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.
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.
Indemnifications
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.
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.
119


key: chroma:document
string_value:
Table of Contents
Note 13. Stockholders' Equity
Common Stock
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.
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.
Capital Return Program
Share Repurchase
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.
The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and


key: chroma:document
string_value:
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.
Dividend
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.
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.
Share-based Compensation Plan
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.
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.
120


key: chroma:document
string_value:
Table of Contents
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 
The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
Number of SharesWeighted-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 
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.
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.
Note 14. Interest and Other Income (Expense), Net
The following table presents the detail of interest and other income (expense), net (in millions):
Year Ended December 31,


key: chroma:document
string_value:
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 
121


key: chroma:document
string_value:
Table of Contents
Note 15. Income Taxes
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 
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 
 
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 %
122


key: chroma:document
string_value:
Table of Contents
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 
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.
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.
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


key: chroma:document
string_value:
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‑year period.
The following table reflects changes in the gross unrecognized tax benefits (in millions):
 Year Ended December 31, 
 2023 2022 2021
Gross unrecognized tax benefits ‑ 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 ‑ end of period $ 11,666 $ 10,757 $ 9,807 
123


key: chroma:document
string_value:
Table of Contents
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.
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.
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.
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


key: chroma:document
string_value:
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.
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.
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.
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.
124


key: chroma:document
string_value:
Table of Contents
Note 16. Segment and Geographical Information
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.
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.
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.
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 
For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
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


key: chroma:document
string_value:
assets (in millions):
 December 31,
 2023 2022
United States $ 91,940 $ 76,334 
Rest of the world 17,941 15,857 
Total long-lived assets $ 109,881 $ 92,191 
_________________________
(1) No individual country , other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.(1)
125


key: chroma:document
string_value:
Table of Contents
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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.
Management's Report on Internal Control over Financial Reporting
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—Integrated 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.
Changes in Internal Control
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


key: chroma:document
string_value:
reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
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.
Item 9B.Other Information
Rule 10b5-1 Trading Plans
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.
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
126


key: chroma:document
string_value:
Table of Contents
PART III
Item 10.Directors, Executive Officers and Corporate Governance
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.
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.
Item 11.Executive Compensation
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.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13.Certain Relationships and Related Transactions, and Director Independence
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.
Item 14.Principal Accountant Fees and Services
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.
127


key: chroma:document
string_value:
Table of Contents
PART IV
Item 15. Exhibit and Financial Statement Schedules
We have filed the following documents as part of this Form 10-K:
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
Notes to Consolidated Financial Statements 95
    
2. Financial Statement Schedules
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.
3. Exhibits
Exhibit Incorporated by ReferenceFiled
Herewith 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


key: chroma:document
string_value:
4.6 Description of Registrant's Capital Stock. X
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
128


key: chroma:document
string_value:
Table of Contents
Exhibit Incorporated by ReferenceFiled
Herewith 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


key: chroma:document
string_value:
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. X
23.1 Consent of Independent Registered Public
Accounting Firm.X
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.X
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.X
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.X
129


key: chroma:document
string_value:
Table of Contents
Exhibit Incorporated by ReferenceFiled
Herewith 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.X
97.1 Compensation Recoupment Policy. X
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).X
101.SCH Inline XBRL Taxonomy Extension Schema
Document.X
101.CAL Inline XBRL Taxonomy Extension Calculation
Linkbase Document.X
101.DEF Inline XBRL Taxonomy Extension Definition
Linkbase Document.X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase
Document.X
101.PRE Inline XBRL Taxonomy Extension Presentation
Linkbase Document.X
104 Cover Page Interactive Data File (formatted as inline
XBRL and contained in Exhibit 101).X
+ 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.
Item 16. Form 10-K Summary
None.
130


key: chroma:document
string_value:
Table of Contents
SIGNATURES
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
 
131


key: chroma:document
string_value:
Table of Contents
POWER OF ATTORNEY
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.
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: 
Signatur e 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


key: chroma:document
string_value:
Sheryl K. Sandberg
/s/ Tracey T. Travis Director February 1, 2024
Tracey T. Travis
/s/ Tony Xu Director February 1, 2024
Tony Xu
132


key: chroma:document
string_value:
EXHIBIT 4.6
DESCRIPTION OF CAPITAL STOCK
The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
Annual Report on Form 10-K.
Our authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per
share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value
per share.
Common Stock
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
and in the amounts that our board of directors may determine.
Voting Rights
The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in the following circumstances:
•if we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and
•if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special


key: chroma:document
string_value:
rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
amendment.
Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be
assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the
combined voting power of common stock.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
1


key: chroma:document
string_value:
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
any, on any outstanding shares of preferred stock.
Conversion
The outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock
may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of
Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of
Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain
transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the
stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
Preferred Stock
Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred
stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of
preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of
delaying, deferring or preventing a change in control of our company.
Anti-Takeover Provisions


key: chroma:document
string_value:
Anti-Takeover Provisions
So long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of common stock, Mark Zuckerberg
will effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of our company, which will have
the effect of delaying, deferring or discouraging another person from acquiring control of our company.
After such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, the
provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying,
deferring or discouraging another person from acquiring control of our company.
Delaware Law
A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its
certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have
expressly elected not to be governed by the business combination provisions of Section 203 of the Delaware General Corporation Law.
2


key: chroma:document
string_value:
Amended and Restated Certificate of Incorporation and Bylaw Provisions
Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of
deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no
longer represent a majority of the combined voting power of our common stock, including the following:
•Separate Class B Vote for Certain Transactions. 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 until such time as shares of our Class B common stock represent less than
thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control
that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
•Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark
Zuckerberg, our founder, Chairman, and CEO, 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, including the election of directors and significant
corporate transactions, such as a merger or other sale of our company or its assets.
•Supermajority Approvals. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide that certain
amendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-
thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock. However, when 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 amended and restated certificate
of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding
shares of Class A and Class B common stock. This will have the effect of making it more difficult to amend our amended and restated certificate of
incorporation or amended and restated bylaws to remove or modify certain provisions.


key: chroma:document
string_value:
•Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws provide that stockholders may
fill vacant directorships. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of
common stock, our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant
directorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority vote of our entire
board of directors. These provisions restricting the filling of vacancies will prevent a stockholder from increasing the size of our board of directors and
gaining control of our board of directors by filling the resulting vacancies with its own nominees.
•Classified Board. Our board of directors is not classified. Our amended and restated certificate of incorporation and amended and restated bylaws
provide that when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our
board of directors will be classified into three classes of directors each of which will hold office for a three-year term. In addition, thereafter, directors may
only be removed from the board of directors for cause. The existence of a classified board could delay a successful tender offeror from obtaining majority
control of our board of directors, and the prospect of that delay might deter a potential offeror.
•Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that stockholders will be able to
take action by written consent. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of
common stock, our stockholders will no longer be able to take action by written consent, and will only be able to take action at annual or special meetings
of our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. Our amended and restated bylaws further
provide that special meetings of our
3


key: chroma:document
string_value:
stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
•Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice
procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any
meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice.
These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our meetings of stockholders.
•Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to
100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of
directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Choice of Forum
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any
derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant
to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a
claim against us that is governed by the internal affairs doctrine.
Listing
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “META.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
4


key: chroma:document
string_value:
EXHIBIT 21.1
LIST OF SUBSIDIARIES
META PLATFORMS, INC.
Cassin Networks ApS (Denmark)
Edge Network Services Limited (Ireland)
Facebook Circularity, LLC (Delaware)
Facebook Holdings, LLC (Delaware)
Facebook India Online Services Private Limited (India)
Facebook Operations, LLC (Delaware)
Facebook Procurement LLC (Delaware)
Facebook Serviços Online Do Brasil Ltda. (Brazil)
Facebook UK Limited (United Kingdom)
FCL Tech Limited (Ireland)
Goldframe LLC (Delaware)
Greater Kudu LLC (Delaware)
Hibiscus Properties, LLC (Delaware)
Instagram, LLC (Delaware)
Malkoha Pte. Ltd. (Singapore)
Meta Payments Inc. (Florida)
Meta Platforms Ireland Limited (Ireland)
Meta Platforms Technologies, LLC (Delaware)
Morning Hornet LLC (Delaware)
Pinnacle Sweden AB (Sweden)
Raven Northbrook LLC (Delaware)
Redale LLC (Delaware)
Runways Information Services Limited (Ireland)
Scout Development, LLC (Delaware)
Siculus, Inc. (Delaware)
Sidecat LLC (Delaware)
Stadion LLC (Delaware)
Starbelt LLC (Delaware)
Vitesse, LLC (Delaware)
WhatsApp LLC (Delaware)
Winner LLC (Delaware)
Woolhawk LLC (Delaware)


key: chroma:document
string_value:
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(2)Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(3)Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(4)Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(5)Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(6)Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(7)Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,
(8)Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of
Meta Platforms, Inc., and
(9)Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
of our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control
over financial reporting of Meta Platforms, Inc. included in this Annual Report (Form 10-K) of Meta Platforms, Inc. for the year ended December 31, 2023.
/s/ Ernst & Young LLP
San Mateo, California
February 1, 2024


key: chroma:document
string_value:
EXHIBIT 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Mark Zuckerberg, certify that:
1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and


key: chroma:document
string_value:
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 1, 2024
/s/ MARK ZUCKERBERG
Mark Zuckerberg
Board Chair and Chief Executive Officer
(Principal Executive Officer)


key: chroma:document
string_value:
EXHIBIT 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Susan Li, certify that:
1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and


key: chroma:document
string_value:
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 1, 2024
/s/ SUSAN LI
Susan Li
Chief Financial Officer
(Principal Financial Officer)


key: chroma:document
string_value:
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Zuckerberg, Board Chair and Chief Executive Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the
periods presented therein.
Date: February 1, 2024
/s/ MARK ZUCKERBERG
Mark Zuckerberg
Board Chair and Chief Executive Officer
(Principal Executive Officer)


key: chroma:document
string_value:
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the
periods presented therein.
Date: February 1, 2024
/s/ SUSAN LI
Susan Li
Chief Financial Officer
(Principal Financial Officer)


key: chroma:document
string_value:
EXHIBIT 97.1
META PLATFORMS, INC.
COMPENSATION RECOUPMENT POLICY
This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a) “Committee” means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
of the Board.
(b) “Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
Period; provided that:
(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as
an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based
Compensation.
For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting
Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation
is made thereafter.
(c) “Covered Executive” means any current or former Executive Officer.


key: chroma:document
string_value:
(c) “Covered Executive” means any current or former Executive Officer.
(d) “Effective Date” means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
(e) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f) “Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or
subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the
Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as
an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested
persons.
(g) “Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in
preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in
part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the
Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.


key: chroma:document
string_value:
(h) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any
financial reporting requirement under U.S. federal securities laws that is required in order to correct:
(i) an error in previously issued financial statements that is material to the previously issued financial statements; or
(ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current
period.
For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an
out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the
current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the
structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as
from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital
structure.
(j) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based
compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting
Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were
otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance
or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings
accrued thereon).
(k) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
(l) “Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date.
Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year)


key: chroma:document
string_value:
within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year
end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
(m) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized
to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial
Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2.Recoupment of Erroneously Awarded Compensation.
(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded
Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based
on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal
to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously
Awarded Compensation”).
(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure
derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation
directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis)
based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the
derivative measure thereof) upon which such Covered Compensation was received.


key: chroma:document
string_value:
(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the
restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously
Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the
independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy
would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be
impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a
reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide
that documentation to the Nasdaq;
(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which
benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”).
(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in
connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up
payments.
(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered
from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation
previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-


key: chroma:document
string_value:
based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates
to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery
action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less
than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive
pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the
Code) shall be made in compliance with Section 409A of the Code.
3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the
Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power
and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)
make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply
with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to
the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its
sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
4.Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or
terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of
Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or
obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules


key: chroma:document
string_value:
by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a
United States national securities exchange.
5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the
Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules
and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy
shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed
amended so as to avoid such conflict.
6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies,
rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any
other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment
agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as
applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other
policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
7.Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a
Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation
includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial
Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on,
and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
8.Miscellaneous.


key: chroma:document
string_value:
8.Miscellaneous.
(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be
deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will
govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the
award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or
awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan
thereto.
(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal
representatives.
(c) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the
maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to
conform to any limitations required under applicable law.


