# embeddings_queue

created_at: 2024-09-04 04:52:27
topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8b80-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 77, "chroma:document": "Other income (expense), net (150) (320) 210 53 % (252)%\nInterest and other income (expense), net $ 677 $ (125)$ 531 NM (124)%\n \nInterest and other income (expense), net in 2023 increased $802 million compared to 2022. The increase in interest income was due to a combination of\nhigher interest rates and higher balances, compared to the same period in 2022. Changes in other income (expense), net were mostly related to gains (losses)\nrecognized for our equity investments.\n77"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8bda-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 78, "chroma:document": "Table of Contents\nProvision for income taxes\nYear Ended December 31,\n2023 2022 20212023 vs 2022 %\nchange2022 vs 2021 %\nchange\n(in millions, except percentages)\nProvision for income taxes $ 8,330 $ 5,619 $ 7,914 48 % (29)%\nEffective tax rate 18 % 19 % 17 %\nOur 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\ntaxes.\nOur effective tax rate in 2023 decreased compared to 2022, primarily due to excess tax benefits recognized from share-based compensation in 2023 and\nthe effect of additional guidance issued by the Internal Revenue Service (IRS) providing temporary relief on foreign tax credits. This was partially offset by a\ndecrease in the proportion of U.S. tax benefits from foreign-derived intangible income relative to income before provision for income taxes and additional\nclarification issued by the IRS in September 2023 regarding research and development expenses subject to mandatory capitalization and amortization.\nEffective Tax Rate Items. Our effective tax rate in the future will depend upon the proportion between the following items and income before provision\nfor income taxes: U.S. tax benefits from foreign-derived intangible income, tax effects from share-based compensation, research tax credit, tax effects from\ncapital losses not expected to be utilized, restructurings, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes\nin tax law.\nThe accounting for share-based compensation may increase or decrease our effective tax rate based upon the difference between our share-based\ncompensation 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\nremains 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-\nteens. This includes the effects of the mandatory capitalization and amortization of research and development expenses incurred in 2023, as required by the\n2017 Tax Cuts and Jobs Act (Tax Act). The mandatory capitalization requirement increased our 2023 cash tax liabilities materially but also decreased our"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 78, "chroma:document": "effective tax rate due to increasing the foreign-derived intangible income deduction. If the mandatory capitalization is deferred, our effective tax rate in 2024\ncould be higher when compared to current law and our cash tax liabilities could be lower.\nUnrecognized Tax Benefits. As of December 31, 2023, we had net uncertain tax positions of $6.95 billion which were accrued as other liabilities. These\nunrecognized tax benefits were predominantly accrued for uncertainties related to transfer pricing with our foreign subsidiaries, which includes licensing of\nintellectual property, providing services and other transactions, as well as for uncertainties regarding the utilization of our research tax credits. The ultimate\nsettlement of the liabilities will depend upon resolution of tax audits, litigation, or events that would otherwise change the assessment of such items. Based\nupon 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\nwithin the next 12 months.\nSee Note 15 \u2014 Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary\nData\" of this Annual Report on Form 10-K for additional information regarding income tax contingencies.\n78"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8c8e-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 79, "chroma:document": "Table of Contents\nLiquidity and Capital Resources\nOur principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and\nmarketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment\ngrade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment\nholdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase\nof $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\nfrom 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,\nincluding 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\nsettlement of employee restricted stock unit (RSU) awards.\nThe following table presents our cash flows (in millions):\nYear Ended December 31,\n2023 2022 2021\nNet cash provided by operating activities $ 71,113 $ 50,475 $ 57,683 \nNet cash used in investing activities $ (24,495)$ (28,970)$ (7,570)\nNet cash used in financing activities $ (19,500)$ (22,136)$ (50,728)\nCash Provided by Operating Activities\nCash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as\n$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\nin 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\nour customers driven by the increase in revenue, and a decrease in payments to our vendors.\nCash Used in Investing Activities"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 79, "chroma:document": "Cash Used in Investing Activities\nCash 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\ndata centers, servers, and network infrastructure, partially offset by $3.20 billion net proceeds from maturities and sales of marketable debt securities. The\ndecrease in cash used in investing activities during 2023 compared to 2022 was mostly due to a decrease in purchases of property and equipment.\nWe anticipate making capital expenditures of approximately $30 billion to $37 billion in 2024.\nCash Used in Financing Activities\nCash 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\npaid 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\nin 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\nby an increase in taxes paid related to net share settlement of employee RSU awards and a decrease in net proceeds from our debt offerings.\nFree Cash Flow\nIn 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\nour business, make planning decisions, evaluate our performance, and allocate resources. We define FCF as net cash provided by operating activities reduced\nby net purchases of property and equipment and principal payments on finance leases.\n79"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 80, "chroma:document": "Table of Contents\nWe believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding\nhow cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.\nWe have chosen our definition for FCF because we believe that this methodology can provide useful supplemental information to help investors better\nunderstand underlying trends in our business. We use FCF in discussions with our senior management and board of directors.\nFCF 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,\nsuch as net cash provided by operating activities. FCF is not intended to represent our residual cash flow available for discretionary expenses. Some of the\nlimitations of FCF are:\n\u2022 FCF does not reflect our future contractual commitments; and\n\u2022 other companies in our industry present similarly titled measures differently than we do, limiting their usefulness as comparative measures.\nManagement compensates for the inherent limitations associated with using the FCF measure through disclosure of such limitations, presentation of our\nfinancial statements in accordance with GAAP, and reconciliation of FCF to the most directly comparable GAAP measure, net cash provided by operating\nactivities, as presented below.\nThe following is a reconciliation of FCF to the most comparable GAAP measure, net cash provided by operating activities (in millions):\nYear Ended December 31,\n2023 2022 2021\nNet cash provided by operating activities $ 71,113 $ 50,475 $ 57,683 \nPurchases of property and equipment, net (27,045) (31,186) (18,567)\nPrincipal payments on finance leases (1,058) (850) (677)\nFree cash flow $ 43,010 $ 18,439 $ 38,439 \nMaterial Cash Requirements\nWe currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash\nneeds and fund our share repurchases and dividend payments for at least the next 12 months and thereafter for the foreseeable future. We continuously evaluate\nour liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.\nLeases and Contractual Commitments\nOur operating lease obligations mostly include offices, data centers, and colocations. Our finance lease obligations include certain network"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8d92-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 80, "chroma:document": "infrastructure. Our facilities consolidation restructuring efforts did not materially change our operating lease obligations.\nOur contractual commitments are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality\nLabs.\nLong-term Debt\nAs 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.\nThese notes were issued in multiple series, which mature from 2027 through 2063. Short-term and long-term future interest payments obligations as of\nDecember 31, 2023 are $848 million and $16.40 billion, respectively. Net proceeds from the offerings are used for general corporate purposes, which may\ninclude, but are not limited to, capital expenditures, share repurchases, dividend payments, acquisitions or investments.\n80"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8dec-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 81, "chroma:document": "Table of Contents\nShare Repurchase\nOur board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have\nan 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,\nwhich 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\nauthorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.\nDividend\nOn 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\nequivalent 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\nof business on February 22, 2024.\nSubject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on\nour 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\ndirectors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.\nTaxes\nCash 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\nrelated 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\nwill 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\nas 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\nare unable to make a reasonably reliable estimate of the timing of payments.\nLoss Contingencies"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8e3c-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 81, "chroma:document": "Loss Contingencies\nWe are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a liability when we believe that\nit 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\nmay 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\nto the extent material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently\nunpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to\nbe incorrect, it could have a material impact on our results of operations, financial position, and cash flows.\nSee Note 8 \u2014 Leases, Note 10 \u2014 Long-term Debt, Note 12 \u2014 Commitments and Contingencies, Note 13 \u2014 Stockholders' Equity, and Note 15 \u2014\nIncome 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\nAnnual Report on Form 10-K for additional information regarding leases and contractual commitments, debt, taxes, and contingencies.\nRecently Issued Accounting Pronouncements\nFor information on recently issued accounting pronouncements, see Note 1 \u2014 Summary of Significant Accounting Policies in the accompanying notes\nto the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K.\n81"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8e96-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 82, "chroma:document": "Table of Contents\nItem 7A.Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.\nForeign Currency Exchange Risk\nWe have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro.\nAccordingly, 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\nrevenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations\n\u2014 Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.\nWe have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring\nmonetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this\ntime, 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\nexchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of\n$366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.\nInterest Rate Sensitivity\nOur exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and\nthe fair value of our long-term debt.\nOur cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S.\ngovernment agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and\nsupporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the\nmarket value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and\n$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"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 82, "chroma:document": "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\nmaturity.\nAs 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\n$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\non our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of\ndeclining interest rates and declining in periods of increasing interest rates.\n82"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 83, "chroma:document": "Table of Contents\nEquity Price Risk\nOur equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying\nvalue of our holdings.\nOur non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for\nsubstantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair\nvalue resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date\nto determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial\ncondition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the\ninvestee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions.\nUncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result\nin a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in\nJio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.\nFor additional information, see Note 1 \u2014 Summary of Significant Accounting Policies, Note 5 \u2014 Financial Instruments, Note 6 \u2014 Non-marketable\nEquity Securities, and Note 10 \u2014 Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and\nSupplementary Data\" and Part II, Item 7, \"Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations \u2014 Critical Accounting\nEstimates\" contained in this Annual Report on Form 10-K.\n83"}


created_at: 2024-09-04 04:52:27
topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e8f9a-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 84, "chroma:document": "Table of Contents\nItem 8.Financial Statements and Supplementary Data\nMETA PLATFORMS, INC.\n \nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n \nPage\nReports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) 85\nConsolidated Financial Statements:\nConsolidated Balance Sheets 89\nConsolidated Statements of Income 90\nConsolidated Statements of Comprehensive Income 91\nConsolidated Statements of Stockholders' Equity 92\nConsolidated Statements of Cash Flows 93\nNotes to Consolidated Financial Statements 95\n \n84"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 85, "chroma:document": "Table of Contents\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Meta Platforms, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related\nconsolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31,\n2023, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present\nfairly, 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\neach of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal\ncontrol over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2013 Integrated Framework issued by the Committee of\nSponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial\nstatements 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\naccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable\nassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to\nassess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such\nprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e9044-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 85, "chroma:document": "the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We\nbelieve that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required\nto 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)\ninvolved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the\nconsolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the\ncritical audit matters or on the accounts or disclosures to which they relate.\n85"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e909e-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 86, "chroma:document": "Table of Contents\nLoss Contingencies\nDescription of the MatterAs described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and\nregulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the\namount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of\nthese cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or\nrange of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such\nlosses or a range of possible losses cannot be reasonably estimated at this time.\nAuditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the\nsignificant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential\namount or range of such losses.\nHow We Addressed the\nMatter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and\nevaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized\nand their ability to reasonably estimate the potential range of possible losses.\nOur audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors,\nreading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed\nappropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external\nlegal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the\nappropriateness of the related disclosures included in Note 12 to the consolidated financial statements.\n86"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 87, "chroma:document": "Table of Contents\nUncertain Tax Positions\nDescription of the MatterAs discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal\nRevenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods\nexamined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in\nits position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses\njudgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the\namount of tax benefit that qualifies for recognition.\nAuditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the\nsignificant judgment required to assess management's evaluation of technical merits and the measurement of the tax position\nbased on interpretations of tax laws and legal rulings.\nHow We Addressed the\nMatter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process\nto assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax\npositions.\nAs part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist\nwith our assessment of the technical merits of the Company's tax positions. This included assessing the Company's\ncorrespondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the\nCompany, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and\nexperience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the\nCompany's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of\nthe federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also\nevaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to\nthese matters.\n/s/ Ernst & Young LLP\nWe have served as the Company's auditor since 2007.\nSan Mateo, California\nFebruary 1, 2024\n87"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 88, "chroma:document": "Table of Contents\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Meta Platforms, Inc.\nOpinion on Internal Control over Financial Reporting\nWe have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2013\nIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our\nopinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,\nbased on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated\nbalance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity\nand 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\nunqualified opinion thereon.\nBasis for Opinion\nThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of\ninternal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is\nto 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\nPCAOB 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\nregulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable\nassurance about whether effective internal control over financial reporting was maintained in all material respects.\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and\nevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered\nnecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control Over Financial Reporting"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 88, "chroma:document": "Definition and Limitations of Internal Control Over Financial Reporting\nA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and\nthe preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over\nfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect\nthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit\npreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being\nmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or\ntimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of\neffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance\nwith the policies or procedures may deteriorate.\n/s/ Ernst & Young LLP\nSan Mateo, California\nFebruary 1, 2024\n88"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 89, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED BALANCE SHEETS\n(In millions, except for number of shares and par value)\nDecember 31,\n 2023 2022\nAssets   \nCurrent assets:   \nCash and cash equivalents $ 41,862 $ 14,681 \nMarketable securities 23,541 26,057 \nAccounts receivable, net 16,169 13,466 \nPrepaid expenses and other current assets 3,793 5,345 \nTotal current assets 85,365 59,549 \nNon-marketable equity securities 6,141 6,201 \nProperty and equipment, net 96,587 79,518 \nOperating lease right-of-use assets 13,294 12,673 \nIntangible assets, net 788 897 \nGoodwill 20,654 20,306 \nOther assets 6,794 6,583 \nTotal assets $ 229,623 $ 185,727 \nLiabilities and stockholders' equity   \nCurrent liabilities:   \nAccounts payable $ 4,849 $ 4,990 \nPartners payable 863 1,117 \nOperating lease liabilities, current 1,623 1,367 \nAccrued expenses and other current liabilities 24,625 19,552 \nTotal current liabilities 31,960 27,026 \nOperating lease liabilities, non-current 17,226 15,301 \nLong-term debt 18,385 9,923 \nOther liabilities 8,884 7,764 \nTotal liabilities 76,455 60,014 \nCommitments and contingencies\nStockholders' equity:   \nCommon stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,211 million and 2,247 million\nshares issued and outstanding, as of December 31, 2023 and 2022, respectively; 4,141 million Class B shares\nauthorized, 350 million and 367 million shares issued and outstanding, as of December 31, 2023 and 2022,\nrespectively \u2014 \u2014 \nAdditional paid-in capital 73,253 64,444 \nAccumulated other comprehensive loss (2,155) (3,530)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 89, "chroma:document": "Retained earnings 82,070 64,799 \nTotal stockholders' equity 153,168 125,713 \nTotal liabilities and stockholders' equity $ 229,623 $ 185,727 \nSee Accompanying Notes to Consolidated Financial Statements.\n89"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 90, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED STATEMENTS OF INCOME\n(In millions, except per share amounts)\n Year Ended December 31,\n2023 2022 2021\nRevenue $ 134,902 $ 116,609 $ 117,929 \nCosts and expenses:   \nCost of revenue 25,959 25,249 22,649 \nResearch and development 38,483 35,338 24,655 \nMarketing and sales 12,301 15,262 14,043 \nGeneral and administrative 11,408 11,816 9,829 \nTotal costs and expenses 88,151 87,665 71,176 \nIncome from operations 46,751 28,944 46,753 \nInterest and other income (expense), net 677 (125) 531 \nIncome before provision for income taxes 47,428 28,819 47,284 \nProvision for income taxes 8,330 5,619 7,914 \nNet income $ 39,098 $ 23,200 $ 39,370 \nEarnings per share attributable to Class A and Class B common stockholders:    \nBasic $ 15.19 $ 8.63 $ 13.99 \nDiluted $ 14.87 $ 8.59 $ 13.77 \nWeighted-average shares used to compute earnings per share attributable to Class A\nand Class B common stockholders:\nBasic 2,574 2,687 2,815 \nDiluted 2,629 2,702 2,859 \nSee Accompanying Notes to Consolidated Financial Statements.\n90"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 91, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(In millions)\nYear Ended December 31, \n2023 2022 2021\nNet income $ 39,098 $ 23,200 $ 39,370 \nOther comprehensive income (loss):\nChange in foreign currency translation adjustment, net of tax 618 (1,184) (1,116)\nChange in unrealized gain (loss) on available-for-sale investments and other, net of tax 757 (1,653) (504)\nComprehensive income $ 40,473 $ 20,363 $ 37,750 \nSee Accompanying Notes to Consolidated Financial Statements.\n91"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 92, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY\n(In millions)\nClass A and Class B\nCommon Stock\nAdditional\nPaid-In CapitalAccumulated\nOther\nComprehensive\nIncome (Loss)Retained\nEarningsTotal\nStockholders'\nEquity Shares Par Value\nBalances at December 31, 2020 2,849 $ \u2014 $ 50,018 $ 927 $ 77,345 $ 128,290 \nIssuance of common stock 45 \u2014 \u2014 \u2014 \u2014 \u2014 \nShares withheld related to net share settlement (17) \u2014 (3,371) \u2014 (2,144) (5,515)\nShare-based compensation \u2014 \u2014 9,164 \u2014 \u2014 9,164 \nShare repurchases (136) \u2014 \u2014 \u2014 (44,810) (44,810)\nOther comprehensive loss \u2014 \u2014 \u2014 (1,620) \u2014 (1,620)\nNet income \u2014 \u2014 \u2014 \u2014 39,370 39,370 \nBalances at December 31, 2021 2,741 \u2014 55,811 (693) 69,761 124,879 \nIssuance of common stock 54 \u2014 \u2014 \u2014 \u2014 \u2014 \nShares withheld related to net share settlement (20) \u2014 (3,359) \u2014 (236) (3,595)\nShare-based compensation \u2014 \u2014 11,992 \u2014 \u2014 11,992 \nShare repurchases (161) \u2014 \u2014 \u2014 (27,926) (27,926)\nOther comprehensive loss \u2014 \u2014 \u2014 (2,837) \u2014 (2,837)\nNet income \u2014 \u2014 \u2014 \u2014 23,200 23,200 \nBalances at December 31, 2022 2,614 \u2014 64,444 (3,530) 64,799 125,713 \nIssuance of common stock 65 \u2014 \u2014 \u2014 \u2014 \u2014 \nShares withheld related to net share settlement (26) \u2014 (5,218) \u2014 (1,794) (7,012)\nShare-based compensation \u2014 \u2014 14,027 \u2014 \u2014 14,027 \nShare repurchases (92) \u2014 \u2014 \u2014 (20,033) (20,033)\nOther comprehensive income \u2014 \u2014 \u2014 1,375 \u2014 1,375"}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 92, "chroma:document": "Net income \u2014 \u2014 \u2014 \u2014 39,098 39,098 \nBalances at December 31, 2023 2,561 $ \u2014 $ 73,253 $ (2,155)$ 82,070 $ 153,168 \nSee Accompanying Notes to Consolidated Financial Statements.\n92"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 93, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(In millions)\nYear Ended December 31, \n2023 2022 2021\nCash flows from operating activities\nNet income $ 39,098 $ 23,200 $ 39,370 \nAdjustments to reconcile net income to net cash provided by operating activities:\nDepreciation and amortization 11,178 8,686 7,967 \nShare-based compensation 14,027 11,992 9,164 \nDeferred income taxes 131 (3,286) 609 \nImpairment charges for facilities consolidation, net 2,432 2,218 \u2014 \nData center assets abandonment (224) 1,341 \u2014 \nOther 635 641 (127)\nChanges in assets and liabilities:\nAccounts receivable (2,399) 231 (3,110)\nPrepaid expenses and other current assets 559 162 (1,750)\nOther assets (80) (106) (349)\nAccounts payable 51 210 1,436 \nPartners payable (271) 90 (12)\nAccrued expenses and other current liabilities 5,352 4,210 3,544 \nOther liabilities 624 886 941 \nNet cash provided by operating activities 71,113 50,475 57,683 \nCash flows from investing activities\nPurchases of property and equipment (27,266) (31,431) (18,690)\nProceeds relating to property and equipment 221 245 123 \nPurchases of marketable debt securities (2,982) (9,626) (30,407)\nSales and maturities of marketable debt securities 6,184 13,158 42,586 \nAcquisitions of businesses and intangible assets (629) (1,312) (851)\nOther investing activities (23) (4) (331)\nNet cash used in investing activities (24,495) (28,970) (7,570)\nCash flows from financing activities\nTaxes paid related to net share settlement of equity awards (7,012) (3,595) (5,515)\nRepurchases of Class A common stock (19,774) (27,956) (44,537)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 93, "chroma:document": "Proceeds from issuance of long-term debt, net 8,455 9,921 \u2014 \nPrincipal payments on finance leases (1,058) (850) (677)\nOther financing activities (111) 344 1 \nNet cash used in financing activities (19,500) (22,136) (50,728)\nEffect of exchange rate changes on cash, cash equivalents, and restricted cash 113 (638) (474)\nNet increase (decrease) in cash, cash equivalents, and restricted cash 27,231 (1,269) (1,089)\nCash, cash equivalents, and restricted cash at beginning of the period 15,596 16,865 17,954 \nCash, cash equivalents, and restricted cash at end of the period $ 42,827 $ 15,596 $ 16,865 \nReconciliation of cash, cash equivalents, and restricted cash to the consolidated balance\nsheets\nCash and cash equivalents $ 41,862 $ 14,681 $ 16,601 \nRestricted cash, included in prepaid expenses and other current assets 99 294 149 \nRestricted cash, included in other assets 866 621 115 \nTotal cash, cash equivalents, and restricted cash $ 42,827 $ 15,596 $ 16,865 \n    \nSee Accompanying Notes to Consolidated Financial Statements.\n93"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 94, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(In millions)\nYear Ended December 31, \n2023 2022 2021\nSupplemental cash flow data\nCash paid for income taxes, net $ 6,607 $ 6,407 $ 8,525 \nCash paid for interest, net of amounts capitalized $ 448 $ \u2014 $ \u2014 \nNon-cash investing and financing activities:\nProperty and equipment in accounts payable and accrued expenses and other current\nliabilities $ 4,105 $ 3,319 $ 3,404 \nAcquisition of businesses in accrued expenses and other current liabilities and other\nliabilities $ 119 $ 291 $ 73 \nOther current assets through financing arrangement in accrued expenses and other\ncurrent liabilities $ 15 $ 16 $ 508 \nRepurchases of Class A common stock in accrued expenses and other current liabilities$ 474 $ 310 $ 340 \nSee Accompanying Notes to Consolidated Financial Statements.\n94"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 95, "chroma:document": "Table of Contents\nMETA PLATFORMS, INC.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nNote 1. Summary of Significant Accounting Policies\nOrganization and Description of Business\nWe 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\nour products, including our apps, share the vision of helping to bring the metaverse to life.\nWe report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with\nhow the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of\nour revenue from advertising.\nBasis of Presentation\nWe prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial\nstatements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for\nwhich we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.\nUse of Estimates\nPreparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts\nin the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets\nand liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other\nassumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not\nlimited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-\nmarketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and\nfair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and\nexpectations about actions we may undertake in the future. Actual results could differ materially from those estimates.\nRevenue Recognition\nWe recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when\ncontrol 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"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 95, "chroma:document": "those goods or services.\nSales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are\nrecorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for\ncontracts with an original expected length of one year or less.\nRevenue includes sales and usage\u2011based taxes, except for cases where we are acting as a pass\u2011through agent.\nAdvertising Revenue\nAdvertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for\nad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of\nactions, such as clicks, taken by our users.\nWe recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are\nconsidered 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\naction the marketer contracted for. In general, we report advertising\n95"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 96, "chroma:document": "Table of Contents\nrevenue 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\nmonetize the advertising inventory before it is transferred to our customers.\nFor revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the\nagent, 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\ncustomer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.\nWe may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-\nbased incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these\namounts 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\nof variable consideration.\nReality Labs Revenue\nRL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is\nrecognized 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\nRL expects to be entitled to in exchange for the products.\nOther Revenue\nOther revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and\nrevenue from various other sources.\nCost of Revenue\nOur cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the\noperation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll\nand related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also\nincludes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer\ntransactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.\nContent Costs\nOur content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform."}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 96, "chroma:document": "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\naccepted and available for viewing if the capitalization criteria are not met. Video content costs that meet the criteria for capitalization were not material to\ndate.\nFor licensed music, we expense the license fees over the contractual license period. We pay fees to music partners based on revenue generated, minimum\nguaranteed fees, flat fees, or a combination thereof. Expensed content costs are included in cost of revenue on our consolidated statements of income.\nSoftware Development Costs\nSoftware development costs, including costs to develop software products or the software component of products to be marketed or sold to external\nusers, are expensed before the software or technology reach technological feasibility, which is typically reached shortly before the release of such products.\nSoftware development costs also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services.\nThese software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be\ncompleted and the software will be used to perform the function intended. Software development costs that meet the criteria for capitalization were not material\nto date.\n96"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 97, "chroma:document": "Table of Contents\nShare-based Compensation\nShare-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on\nthe 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\nstraight-line basis over the requisite service period and forfeitures are accounted for as they occur.\nIncome Taxes\nWe are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for\nincome taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.\nWe record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.\nUnder this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial\nreporting 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\nrates 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\ndeferred income tax effects of a change in tax rates in the period of the enactment.\nWe 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\nall available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable\nincome and ongoing tax planning strategies in assessing the need for a valuation allowance.\nWe 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\nexamination by the taxing authorities based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions as a\ncomponent of the provision for income taxes.\nAdvertising Expense\nAdvertising costs are expensed when incurred and are included in marketing and sales expenses on our consolidated statements of income. We incurred\nadvertising expenses of $2.02 billion, $2.65 billion, and $2.99 billion for the years ended December 31, 2023, 2022, and 2021, respectively.\nEmployee Severance\nWe recognize one-time employee termination costs when notification occurs, based on the regional requirements in which the employee works."}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 97, "chroma:document": "Cash and Cash Equivalents, Marketable Securities, and Restricted Cash\nCash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less\nfrom the date of purchase. We classify amounts in transit from customer credit cards and payment service providers as cash on our consolidated balance sheets.\nWe hold investments in marketable securities, consisting of U.S. government securities, U.S. government agency securities, and investment grade\ncorporate debt securities. We classify our marketable securities as available-for-sale (AFS) investments in our current assets because they represent investments\nof 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\naccumulated other comprehensive income (loss) in stockholders' equity. AFS debt securities with an amortized cost basis in excess of estimated fair value are\nassessed to determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses on AFS debt securities are\nrecognized as a charge in interest and other income (expense), net on our consolidated statements of income, and any remaining unrealized losses, net of taxes,\nare included in accumulated other comprehensive income (loss) in stockholders' equity. The amounts of credit losses recorded for the years ended\nDecember 31, 2023, 2022, and 2021 were not material. We determine realized gains or losses on sale of marketable securities on a specific\n97"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 98, "chroma:document": "Table of Contents\nidentification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.\nWe classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our\nacquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the\nrestrictions.\nNon-marketable Equity Securities\nOur non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for\nsubstantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair\nvalue resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically\nreview our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount,\nwe 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\nand other income (expense), net on our consolidated statements of income. For additional information, see Note 6 \u2014 Non-marketable Equity Securities.\nIn addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023\nand 2022.\nFair Value Measurements\nWe apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value\nin 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\norderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are\nrequired to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk\nmeasurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer\nrestrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels\nand bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:"}


created_at: 2024-09-04 04:52:27
topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 98, "chroma:document": "Level 1- Quoted prices in active markets for identical assets or liabilities.\nLevel 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or\nliabilities 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\nliabilities.\nLevel 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing\nthe asset or liability.\nOur 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\nfrom quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3\nbecause factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.\nOur non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When\nindicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified\nwithin Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and\nother unobservable inputs including volatility, rights, and obligations of the securities we hold.\nAccounts Receivable and Allowances\nAccounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make\nestimates of expected credit and collectibility trends for the allowance for credit losses and\n98"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 99, "chroma:document": "Table of Contents\nallowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances,\ncredit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may\naffect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of\nincome. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.\nProperty and Equipment\nProperty and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the\nstraight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.\nThe estimated useful lives of property and equipment and amortization periods of finance lease right-of-use (ROU) assets are described below:\nProperty and Equipment Useful Life/ Amortization period\nServers and network assets Four to Five years\nBuildings 25 to 30 years\nEquipment and other One to 25 years\nFinance lease right-of-use assets Three to 20 years\nLeasehold improvements Lesser of estimated useful life or remaining lease term\nWe evaluate at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the\ncarrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable,\nand the asset's fair value is less than the carrying amount, an impairment charge is recognized. Additionally, we recorded abandonment charges and its related\nadjustments in 2023 and 2022 for data center construction in progress (CIP) assets under ASC Topic 360 related to our restructuring efforts. For additional\ninformation regarding our restructuring efforts, see Note 3 \u2014 Restructuring.\nThe useful lives of our property and equipment are determined by management when those assets are initially recognized and are routinely reviewed for\nthe remaining estimated useful lives. Our current estimate of useful lives represents the best estimate of the useful lives based on current facts and\ncircumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological\nadvancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 99, "chroma:document": "and depreciated or amortized over the revised estimated useful life.\nServers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held\nwithin 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\nintended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets.\nThe cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated\ndepreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.\nLease Obligations\nOur operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We\ndetermine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments\nfor maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease\ncomponent. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or\nother costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements,\nand maintenance and utilities. Such variable lease costs are\n99"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 100, "chroma:document": "Table of Contents\nexpensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively\naccount for the operating lease ROU assets and lease liabilities.\nFor leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the\ncommencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time\nof commencement.\nOur lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining\nthe probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our\ndetermination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual\nvalue guarantees or material restrictive covenants.\nAs most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement\ndate 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\nsimilar economic environment.\nOperating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our\nconsolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on\nour consolidated balance sheets.\nOperating 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\nshorter of the estimated useful lives of the assets or the lease terms.\nDuring 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\nlease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts. The fair values of the\nimpaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs. The\nassumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e990e-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 100, "chroma:document": "remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows. For additional information regarding our\nrestructuring efforts, see Note 3 \u2014 Restructuring.\nLoss Contingencies\nWe are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business.\nCertain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various\nlegal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The\nrequirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any\nfailure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we\nevaluate 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\namount 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\nestimated, we record such losses as general and administrative expenses on our consolidated statements of income and disclose the possible loss in the\naccompanying notes to the consolidated financial statements to the extent material.\nBusiness Combinations\nWe allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their\nestimated 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\nliabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to\nidentifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any\nindefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition\ndate, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement\nperiod, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are\nexpensed as incurred.\n100"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548e9968-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 101, "chroma:document": "Table of Contents\nGoodwill and Intangibles Assets\nWe allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as\nwhen changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is\ntested 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\nvalue of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no\nimpairment of goodwill has been identified.\nWe evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying\namount 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\nlargely 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\nfuture undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of\nfinite-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\nrecorded any material impairment charges during the years presented.\nOur finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are\nnot amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and\naccounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives\nof finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the\nrevised estimated useful life.\nForeign Currency\nGenerally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to\nU.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"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 101, "chroma:document": "losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had\ncumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.\nForeign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved\nare recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions\nwere $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.\nCredit Risk and Concentration\nOur financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash,\nmarketable securities, and accounts receivable. Cash equivalents consists mostly of money market funds, that primarily invest in U.S. government and agency\nsecurities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt\nsecurities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in\ndiversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount\nof credit losses recorded for the year ended December 31, 2023 was not material.\nAccounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated\n37%, 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\nStates, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada\nand Japan.\nWe perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses,\nand bad debt expense on these losses was not material during the years ended\n101"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 102, "chroma:document": "Table of Contents\nDecember 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be\nadversely affected.\nNo customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.\nRecently Adopted Accounting Pronouncements\nOn April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-\n01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The\nadoption of this new standard did not have a material impact on our consolidated financial statements.\nAccounting Pronouncements Not Yet Adopted\nIn November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to\nReportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This\nguidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early\nadoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect\nthe adoption of this guidance to have a material impact on our consolidated financial statements.\nIn December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which\nimproves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate\nreconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax\ndisclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption,\nthe guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated\nfinancial statements.\n102"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 103, "chroma:document": "Table of Contents\nNote 2. Revenue\nRevenue disaggregated by revenue source and by segment consists of the following (in millions):\nYear Ended December 31, \n2023 2022 2021\nAdvertising $ 131,948 $ 113,642 $ 114,934 \nOther revenue 1,058 808 721 \nFamily of Apps 133,006 114,450 115,655 \nReality Labs 1,896 2,159 2,274 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \nRevenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):\n Year Ended December 31, \n 2023 2022 2021\nUnited States and Canada $ 52,888 $ 50,150 $ 51,541 \nEurope 31,210 26,681 29,057 \nAsia-Pacific 36,154 27,760 26,739 \nRest of World 14,650 12,018 10,592 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \n_________________________\n(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 .\n(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 .\n(3) Europe includes Russia and Turkey , and Rest of World includes Africa, Latin America, and the Middle East.\nOur total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect\n$626 million of our deferred revenue to be realized in less than a year.(1)\n(3)\n (2)\n(3)\n103"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 104, "chroma:document": "Table of Contents\nNote 3. Restructuring\n2023 Restructuring\nIn March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family\nof Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified\nduring 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\nemployees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across\nthe FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.\nA summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the\nyear ended December 31, 2023 is as follows (in millions):\nYear Ended December 31,\n2023\nResearch and development $ 422 \nMarketing and sales 308 \nGeneral and administrative 467 \nTotal $ 1,197 \n____________________________\n(1)    Includes $101 million of share-based compensation expense recognized for the 2023 layof fs during the year ended December 31, 2023.\nThe 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended\nDecember 31, 2023.\nThe following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within\naccrued expenses and other current liabilities on our consolidated balance sheets (in millions):\nSeverance Liabilities\nBalance as of January 1, 2023 $ \u2014 \nSeverance and other personnel costs 1,097 \nCash payments (1,021)\nBalance as of December 31, 2023 $ 76 \n2022 Restructuring\nIn 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 104, "chroma:document": "facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000\nemployees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects\n(the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed\nthe facilities consolidation initiatives.(1)\n104"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 105, "chroma:document": "Table of Contents\nA summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows\n(in millions):\nYear Ended December 31, 2023 Year Ended December 31, 2022\nFacilities\nConsolidationSeverance and\nOther Personnel\nCostsData Center\nAssets TotalFacilities\nConsolidationSeverance and\nOther Personnel\nCostsData Center\nAssets Total\nCost of revenue $ 177 $ \u2014 $ (224)$ (47)$ 154 $ \u2014 $ 1,341 $ 1,495 \nResearch and development 1,581 (9) \u2014 1,572 1,311 408 \u2014 1,719 \nMarketing and sales 396 (1) \u2014 395 404 234 \u2014 638 \nGeneral and administrative 352 (17) \u2014 335 426 333 \u2014 759 \nTotal $ 2,506 $ (27)$ (224)$ 2,255 $ 2,295 $ 975 $ 1,341 $ 4,611 \n____________________________________\n(1) Relates to changes in estimates in our data center restructuring char ges recorded during 2022.\nTotal restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million\nfor the years ended December 31, 2023 and 2022, respectively.\nThe following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued\nexpenses and other current liabilities on our consolidated balance sheets (in millions):\nSeverance Liabilities\nBalance as of January 1, 2022 $ \u2014 \nSeverance and other personnel costs 975 \nCash payments (203)\nBalance as of December 31, 2022 772 \nAdjustments and foreign exchange (35)\nCash payments (737)\nBalance as of December 31, 2023 $ \u2014 (1)\n105"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 106, "chroma:document": "Table of Contents\nNote 4. Earnings per Share\nWe 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\nClass A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common\nshares outstanding for the period.\nBasic 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\nthe 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\nEquity Incentive Plan.\nIn 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\nstock, 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\ndividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.\nFor the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were\nexcluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material\nfor the year ended December 31, 2021.\nBasic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.\nThe numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per\nshare amounts):\n Year Ended December 31,\n 2023 2022 2021\n Class\nAClass\nBClass\nAClass\nBClass\nAClass\nB \nBasic EPS:       \nNumerator       \nNet income $33,722 $ 5,376 $19,729 $ 3,471 $33,328 $ 6,042 \nDenominator       \nShares used in computation of basic earnings per share 2,220 354 2,285 402 2,383 432"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 106, "chroma:document": "Basic EPS $ 15.19 $ 15.19 $ 8.63 $ 8.63 $ 13.99 $ 13.99 \nDiluted EPS:     \nNumerator       \nNet income $33,722 $ 5,376 $19,729 $ 3,471 $33,328 $ 6,042 \nReallocation of net income as a result of conversion of Class B to\nClass A common stock 5,376 \u2014 3,471 \u2014 6,042 \u2014 \nReallocation of net income to Class B common stock \u2014 (112) \u2014 (19) \u2014 (93)\nNet income for diluted EPS $39,098 $ 5,264 $23,200 $ 3,452 $39,370 $ 5,949 \nDenominator       \nShares used in computation of basic earnings per share 2,220 354 2,285 402 2,383 432 \nConversion of Class B to Class A common stock 354 \u2014 402 \u2014 432 \u2014 \nWeighted-average effect of dilutive RSUs 55 \u2014 15 \u2014 44 \u2014 \nShares used in computation of diluted earnings per share 2,629 354 2,702 402 2,859 432 \nDiluted EPS $ 14.87 $ 14.87 $ 8.59 $ 8.59 $ 13.77 $ 13.77 \n106"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 107, "chroma:document": "Table of Contents\nNote 5. Financial Instruments\nInstruments Measured at Fair Value\nWe classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing\nsources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to\ndevelop the estimated fair value are unobservable inputs that are not supported by market activity.\nThe following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value\nhierarchy (in millions):\n  Fair Value Measurement at Reporting Date Using\nDescription December 31, 2023Quoted Prices in Active\nMarkets for\nIdentical Assets\n(Level 1)Significant Other\nObservable Inputs\n(Level 2)Significant Unobservable\nInputs\n(Level 3)\nCash $ 6,265 \nCash equivalents:\nMoney market funds 32,910 $ 32,910 $ \u2014 $ \u2014 \nU.S. government and agency securities 2,206 2,206 \u2014 \u2014 \nTime deposits 261 \u2014 261 \u2014 \nCorporate debt securities 220 \u2014 220 \u2014 \nTotal cash and cash equivalents 41,862 35,116 481 \u2014 \nMarketable securities:\nU.S. government securities 8,439 8,439 \u2014 \u2014 \nU.S. government agency securities 3,498 3,498 \u2014 \u2014 \nCorporate debt securities 11,604 \u2014 11,604 \u2014 \nTotal marketable securities 23,541 11,937 11,604 \u2014 \nRestricted cash equivalents 857 857 \u2014 \u2014 \nOther assets 101 \u2014 \u2014 101 \nTotal $ 66,361 $ 47,910 $ 12,085 $ 101 \n107"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 108, "chroma:document": "Table of Contents\n  Fair Value Measurement at Reporting Date Using\nDescription December 31, 2022Quoted Prices in Active\nMarkets for\nIdentical Assets\n(Level 1)Significant Other\nObservable Inputs\n(Level 2)Significant Unobservable\nInputs\n(Level 3)\nCash $ 6,176 \nCash equivalents:\nMoney market funds 8,305 $ 8,305 $ \u2014 $ \u2014 \nU.S. government and agency securities 16 16 \u2014 \u2014 \nTime deposits 156 \u2014 156 \u2014 \nCorporate debt securities 28 \u2014 28 \u2014 \nTotal cash and cash equivalents 14,681 8,321 184 \u2014 \nMarketable securities:\nU.S. government securities 8,708 8,708 \u2014 \u2014 \nU.S. government agency securities 4,989 4,989 \u2014 \u2014 \nCorporate debt securities 12,335 \u2014 12,335 \u2014 \nMarketable equity securities 25 25 \u2014 \u2014 \nTotal marketable securities 26,057 13,722 12,335 \u2014 \nRestricted cash equivalents 583 583 \u2014 \u2014 \nOther assets 157 \u2014 \u2014 157 \nTotal $ 41,478 $ 22,626 $ 12,519 $ 157 \nUnrealized Losses\nThe following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023\nand 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):\nDecember 31, 2023\nLess than 12 months 12 months or greater Total\nFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses\nU.S. government securities $ 336 $ (1)$ 7,041 $ (275)$ 7,377 $ (276)\nU.S. government agency securities 71 \u2014 3,225 (164) 3,296 (164)\nCorporate debt securities 647 (3) 10,125 (491) 10,772 (494)\nTotal $ 1,054 $ (4)$ 20,391 $ (930)$ 21,445 $ (934)\nDecember 31, 2022\nLess than 12 months 12 months or greater Total"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 108, "chroma:document": "Less than 12 months 12 months or greater Total\nFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses\nU.S. government securities $ 5,008 $ (234)$ 3,499 $ (247)$ 8,507 $ (481)\nU.S. government agency securities 524 (17) 4,415 (308) 4,939 (325)\nCorporate debt securities 4,555 (249) 7,256 (634) 11,811 (883)\nTotal $ 10,087 $ (500)$ 15,170 $ (1,189)$ 25,257 $ (1,689)\nThe decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance\nfor credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.\n108"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 109, "chroma:document": "Table of Contents\nContractual Maturities\nThe following table classifies our marketable debt securities by contractual maturities (in millions):\nDecember 31, 2023\nDue within one year $ 7,120 \nDue after one year to five years 16,421 \nTotal $ 23,541 \nInstruments Measured at Fair Value on Non-recurring Basis\nOur non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are\nclassified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value\non 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\ninformation, see Note 6 \u2014 Non-marketable Equity Securities.\nNote 6. Non-marketable Equity Securities\nOur non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table\nsummarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):\nDecember 31,\n2023 2022\nNon-marketable equity securities under measurement alternative:\nInitial cost $ 6,389 $ 6,388\nCumulative upward adjustments 293 293\nCumulative impairment/downward adjustments (599) (497)\nCarrying value 6,083 6,184\nNon-marketable equity securities under equity method 58 17\nTotal $ 6,141 $ 6,201\nDuring the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities\nthat were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.\n109"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 110, "chroma:document": "Table of Contents\nNote 7. Property and Equipment\nProperty and equipment, net consists of the following (in millions):\n December 31,\n 2023 2022\nLand $ 2,080 $ 1,874 \nServers and network assets 46,838 34,330 \nBuildings 37,961 27,720 \nLeasehold improvements 6,972 6,522 \nEquipment and other 7,416 5,642 \nFinance lease right-of-use assets 4,185 3,353 \nConstruction in progress 24,269 25,052 \nProperty and equipment, gross 129,721 104,493 \nLess: Accumulated depreciation (33,134) (24,975)\nProperty and equipment, net $ 96,587 $ 79,518 \nConstruction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. As of December 31, 2023, and\n2022, 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\nour design manufacturers to fulfill certain purchase orders, respectively.\nDepreciation 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\n2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for\nthe years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense\nrelated to certain eligible construction in progress assets.\nDuring the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold\nimprovements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 \u2014 Restructuring.\nNote 8. Leases\nWe have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 110, "chroma:document": "various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093.\nMany leases include one or more options to renew.\nThe components of lease costs are as follows (in millions):\nYear Ended December 31,\n2023 2022 2021\nFinance lease cost:\nAmortization of right-of-use assets $ 349 $ 380 $ 344 \nInterest 20 16 15 \nOperating lease cost 2,091 1,857 1,540 \nVariable lease cost and other, net 580 363 272 \nTotal lease cost $ 3,040 $ 2,616 $ 2,171 \n110"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 111, "chroma:document": "Table of Contents\nWe 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\nrestructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 \u2014 Restructuring.\nSupplemental balance sheet information related to lease liabilities is as follows:\nDecember 31,\n2023 2022\nWeighted-average remaining lease term:\nFinance leases 14.0 years 14.4 years\nOperating leases 11.6 years 12.5 years\nWeighted-average discount rate:\nFinance leases 3.4 % 3.1 %\nOperating leases 3.7 % 3.2 %\nThe following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):\nOperating Leases Finance Leases\n2024 $ 2,219 $ 111 \n2025 2,330 64 \n2026 2,264 64 \n2027 2,233 60 \n2028 2,112 60 \nThereafter 12,491 492 \nTotal undiscounted cash flows 23,649 851 \nLess: Imputed interest (4,800) (161)\nPresent value of lease liabilities $ 18,849 $ 690 \nLease liabilities, current $ 1,623 $ 90 \nLease liabilities, non-current 17,226 600 \nPresent value of lease liabilities $ 18,849 $ 690 \n_________________\n(1)    Lease liabilities include operating leases under restructuring as a part of our facilities consolidation ef forts. For additional information, see Note 3 \u2014 Restructuring.\nThe table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have\nadditional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively,\nmostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of\ngreater than one year to 30 years.(1)\n(1)\n111"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 112, "chroma:document": "Table of Contents\nSupplemental cash flow information related to leases is as follows (in millions):\nYear Ended December 31,\n2023 2022 2021\nCash paid for amounts included in the measurement of lease liabilities:\nOperating cash flows for operating leases $ 2,233 $ 1,654 $ 1,406 \nOperating cash flows for finance leases $ 20 $ 16 $ 15 \nFinancing cash flows for finance leases $ 1,058 $ 850 $ 677 \nLease liabilities arising from obtaining right-of-use assets:\nOperating leases $ 4,370 $ 4,366 $ 4,466 \nFinance leases $ 588 $ 223 $ 160 \n_________________\n(1)    Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases .\nNote 9. Acquisitions, Goodwill, and Intangible Assets\nDuring the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including\n$88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily\nattributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not\nmaterial. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business\nacquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have\nincluded the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.\nChanges in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions):\nFamily of Apps Reality Labs Total\nGoodwill at December 31, 2021 $ 18,458 $ 739 $ 19,197 \nAcquisitions 773 364 1,137 \nAdjustments 19 (47) (28)\nGoodwill at December 31, 2022 19,250 1,056 20,306 \nAcquisitions \u2014 357 357 \nAdjustments (4) (5) (9)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 112, "chroma:document": "Adjustments (4) (5) (9)\nGoodwill at December 31, 2023 $ 19,246 $ 1,408 $ 20,654  (1)\n112"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 113, "chroma:document": "Table of Contents\nThe following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions):\nDecember 31, 2023 December 31, 2022\nWeighted-\nAverage\nRemaining\nUseful Lives\n (in years)Gross Carrying\nAmountAccumulated\nAmortizationNet Carrying\nAmountGross Carrying\nAmountAccumulated\nAmortizationNet Carrying\nAmount\nAcquired technology 4.7 $ 478 $ (182)$ 296 $ 507 $ (144)$ 363 \nAcquired patents 2.4 287 (233) 54 380 (289) 91 \nOther 2.3 28 (15) 13 86 (25) 61 \nTotal finite-lived assets 793 (430) 363 973 (458) 515 \nTotal indefinite-lived assets N/A 425 \u2014 425 382 \u2014 382 \nTotal intangible assets $ 1,218 $ (430)$ 788 $ 1,355 $ (458)$ 897 \nAmortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million,\nrespectively.\nAs of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as\nfollows (in millions):\n2024 $ 136 \n2025 97 \n2026 46 \n2027 24 \n2028 15 \nThereafter 45 \nTotal $ 363 \n113"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 114, "chroma:document": "Table of Contents\nNote 10. Long-term Debt\nAs 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\n$8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):\nMaturity Stated Interest RateEffective Interest\nRate December 31, 2023 December 31, 2022\nAugust 2022 debt:\n2027 Notes 2027 3.50% 3.63% $ 2,750 $ 2,750 \n2032 Notes 2032 3.85% 3.92% 3,000 3,000 \n2052 Notes 2052 4.45% 4.51% 2,750 2,750 \n2062 Notes 2062 4.65% 4.71% 1,500 1,500 \nMay 2023 debt:\n2028 Notes 2028 4.60% 4.68% 1,500 \n2030 Notes 2030 4.80% 4.90% 1,000 \n2033 Notes 2033 4.95% 5.00% 1,750 \n2053 Notes 2053 5.60% 5.64% 2,500 \n2063 Notes 2063 5.75% 5.79% 1,750 \nTotal face amount of long-term debt 18,500 10,000 \nUnamortized discount and issuance costs, net (115) (77)\nLong-term debt $ 18,385 $ 9,923 \nEach 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\nNotes 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\ncapitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively."}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 114, "chroma:document": "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\nvalue 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.\nAs of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):\n2024 through 2026 $ \u2014 \n2027 2,750 \n2028 1,500 \nThereafter 14,250 \nTotal outstanding debt $ 18,500 \n114"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 115, "chroma:document": "Table of Contents\nNote 11. Liabilities\nThe components of accrued expenses and other current liabilities are as follows (in millions):\nDecember 31,\n2023 2022\nLegal-related accruals $ 6,592 $ 4,795 \nAccrued compensation and benefits 6,659 4,591 \nAccrued property and equipment 2,213 2,921 \nAccrued taxes 3,655 2,339 \nOther current liabilities 5,506 4,906 \nAccrued expenses and other current liabilities $ 24,625 $ 19,552 \n_________________________\n(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\nand Related Matters  in Note 12 \u2014 Commitments and Contingencies.\nThe components of other liabilities are as follows (in millions):\nDecember 31,\n2023 2022\nIncome tax payable, non-current $ 7,514 $ 6,645 \nOther non-current liabilities 1,370 1,119 \nOther liabilities $ 8,884 $ 7,764 \nNote 12. Commitments and Contingencies\nContractual Commitments\nWe have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers,\nnetwork infrastructure, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as\nof December 31, 2023 (in millions):\n2024 $ 12,105 \n2025 1,152 \n2026 417 \n2027 218 \n2028 127 \nThereafter 2,470 \nTotal $ 16,489 \nAdditionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a\nfixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into\nthese agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 115, "chroma:document": "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\nmay vary and will be based on actual volume purchased.(1)\n115"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "Table of Contents\nLegal and Related Matters\nWith respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when\nwe 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\nsome 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\nrange 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\nthe aggregate.\nWe are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary\ncourse of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying\nwith these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such\nobligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government\ninquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when\nwe 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\nsome 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\nindividually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.\nThe ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or\nprobable, 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\nagainst us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period\nin which any such outcome becomes probable and estimable, could be materially adversely affected.\nFor information regarding income tax contingencies, see Note 15 \u2014 Income Taxes.\nPrivacy and Related Matters"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "Privacy and Related Matters\nBeginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and\ncertain 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\ndata 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\nrespect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several\nof 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\nFacebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the\nconsolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for\na 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,\nour 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\nCommission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement\nand 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\npenalty 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\ngovernment inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against\ncertain 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\nour settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action,"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform\nand user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The\npending 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\n10, 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\nclaims.\n116"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "Table of Contents\nOn May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent\norder, 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\nproposed 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\ndirectors, 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\nthe 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\nNovember 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.\nFacebook, 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\npending 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\na 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\nFTC, 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\nmotion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC\u2019s motion to dismiss is scheduled\nfor 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\ncould amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision\nmodifying 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\nwhether the appeal or the request for a stay would be successful."}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "whether the appeal or the request for a stay would be successful.\nWe also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation\n(GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators\nregarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms\nIreland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance\nwith the GDPR. The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders, which is described further in \"Legal Proceedings\"\ncontained 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\nJustice 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\nGDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the\ninterpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty.\nAlthough we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and\ninvestigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material\nindividually or in the aggregate.\nOn 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\nother uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer\nProtection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.\nBeginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from\nthird-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"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "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.\nGoodRx 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\nSupreme Court).\nCompetition\nWe are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States,\nEurope, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social\nnetworking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the\nsubject 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.)\nagainst 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\nviolation of Section 5 of the Federal Trade Commission Act and Section 2 of\n117"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548ea37c-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "Table of Contents\nthe 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\npermanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of\nInstagram 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,\nthe 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\nmotion 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\nUnited Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged\nanticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States\nwere 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\ngranted, 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\nputative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated\ncomplaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of\nObjections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.\nSecurities and Other Actions\nBeginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and\nelsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in\nconnection 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"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "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\nin 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\nresults for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District\nCourt for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our\nplatform 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,\n2022, 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\nits decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case.\nWe are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning\nin September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company\ndocuments concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and\nother undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on\nOctober 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\nand 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\nmatters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc.\nOn 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\ndirectors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta\nand its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.\nYouth-Related Actions\nBeginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that\nFacebook and Instagram cause \"social media addiction\" in users, with most proceedings focused on those under 18 years old, resulting in various mental health\nand 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,\nmunicipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were\ncentralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent\n118"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548ea494-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 119, "chroma:document": "Table of Contents\nAddiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding\nover the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023,\nadditional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of\nthe Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and\nproducts liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and\ninjunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury\nLitigation 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\ninvestigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users,\nparticularly younger users.\nOther Actions\nBeginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size\nfor advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District\nof 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\ndismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the\nplaintiffs' 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\ndistrict court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.\nBeginning 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,"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 119, "chroma:document": "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\nPlatforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various\ncopyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.\nIn addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil,\nRussia, 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\nour obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties\nagainst us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously\ndefend such fines and penalties.\nIndemnifications\nIn the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain\nmatters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property\ninfringement 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\nthe claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation\nand bylaws contain similar indemnification obligations.\nIt is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification\nclaims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a\nmaterial impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a\nmaterial loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31,\n2023.\n119"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 120, "chroma:document": "Table of Contents\nNote 13. Stockholders' Equity\nCommon Stock\nOur certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are\nauthorized 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\nshare. 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\nthe 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\none 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\nequivalent 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\nstock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.\nAs 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\noutstanding.\nCapital Return Program\nShare Repurchase\nOur board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have\nan expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an\nadditional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A\ncommon 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\nDecember 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized\nunder this program.\nThe timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
id: 548ea598-6a79-11ef-8942-0242ac1c000c
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 120, "chroma:document": "market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions,\nincluding through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.\nDividend\nOn 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\nequivalent 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\nof business on February 22, 2024.\nSubject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on\nour outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account\nvarious factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.\nShare-based Compensation Plan\nWe have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of\nJune 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock\nawards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in\nconnection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.\nOn March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December\n2022 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\nPlan.\n120"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 121, "chroma:document": "Table of Contents\nThe following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements\nof income (in millions):\nYear Ended December 31, \n2023 2022 2021\nCost of revenue $ 740 $ 768 $ 577 \nResearch and development 11,429 9,361 7,106 \nMarketing and sales 952 1,004 837 \nGeneral and administrative 906 859 644 \nTotal share-based compensation expense $ 14,027 $ 11,992 $ 9,164 \nThe following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:\nNumber of SharesWeighted-Average Grant\nDate Fair Value Per\nShare\n(in thousands)\nUnvested at December 31, 2022 127,110 $ 216.93 \nGranted 112,066 $ 202.46 \nVested (65,402)$ 210.74 \nForfeited (24,712)$ 210.39 \nUnvested at December 31, 2023 149,062 $ 209.85 \nThe 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.\nThe 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,\n$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,\nand 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.\nAs of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized\ncompensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service\nconditions.\nNote 14. Interest and Other Income (Expense), Net\nThe following table presents the detail of interest and other income (expense), net (in millions):\nYear Ended December 31,"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 121, "chroma:document": "Year Ended December 31,\n2023 2022 2021\nInterest income $ 1,639 $ 461 $ 484 \nInterest expense (446) (185) (23)\nForeign currency exchange losses, net (366) (81) (140)\nOther income (expense), net (150) (320) 210 \nInterest and other income (expense), net $ 677 $ (125)$ 531 \n121"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 122, "chroma:document": "Table of Contents\nNote 15. Income Taxes\nThe components of income before provision for income taxes are as follows (in millions):\n Year Ended December 31, \n 2023 2022 2021\nDomestic $ 43,499 $ 25,025 $ 43,669 \nForeign 3,929 3,794 3,615 \nIncome before provision for income taxes $ 47,428 $ 28,819 $ 47,284 \nThe provision for income taxes consists of the following (in millions):\n Year Ended December 31, \n 2023 2022 2021\nCurrent:    \nFederal $ 4,934 $ 6,094 $ 4,971 \nState 577 874 548 \nForeign 2,688 1,928 1,786 \nTotal current tax expense 8,199 8,896 7,305 \nDeferred:    \nFederal 67 (2,776) 585 \nState 123 (405) 43 \nForeign (59) (96) (19)\nTotal deferred tax (benefits)/expense 131 (3,277) 609 \nProvision for income taxes $ 8,330 $ 5,619 $ 7,914 \n \nA reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):\n Year Ended December 31, \n 2023 2022 2021\nU.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 %\nState income taxes, net of federal benefit 1.1 1.0 1.0 \nShare-based compensation (0.6) 2.6 (1.7)\nResearch and development tax credits (1.5) (2.4) (1.3)\nForeign-derived intangible income deduction (4.3) (7.0) (3.5)\nEffect of non-U.S. operations 0.9 3.0 0.9 \nOther 1.0 1.3 0.3 \nEffective tax rate 17.6 % 19.5 % 16.7 %\n122"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 123, "chroma:document": "Table of Contents\nOur deferred tax assets (liabilities) are as follows (in millions):\n December 31, \n 2023 2022\nDeferred tax assets:   \nLoss carryforwards $ 353 $ 234 \nTax credit carryforwards 2,028 1,576 \nShare-based compensation 459 368 \nAccrued expenses and other liabilities 2,168 1,627 \nLease liabilities 3,752 3,200 \nCapitalized research and development 9,292 8,175 \nUnrealized losses in securities and investments 232 489 \nOther 487 621 \nTotal deferred tax assets 18,771 16,290 \nLess: valuation allowance (2,879) (2,493)\nDeferred tax assets, net of valuation allowance 15,892 13,797 \nDeferred tax liabilities:   \nDepreciation and amortization (8,320) (6,296)\nRight-of-use assets (2,708) (2,555)\nTotal deferred tax liabilities (11,028) (8,851)\nNet deferred tax assets $ 4,864 $ 4,946 \nThe valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S.\nstate tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe\na tax benefit is more likely than not to be realized.\nAs 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\n2035 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\nstate tax credit carryforwards of $4.08 billion, most of which do not expire.\nUtilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations\nprovided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 123, "chroma:document": "credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change\nof greater than 50% over a three\u2011year period.\nThe following table reflects changes in the gross unrecognized tax benefits (in millions):\n Year Ended December 31, \n 2023 2022 2021\nGross unrecognized tax benefits \u2011 beginning of period $ 10,757 $ 9,807 $ 8,692 \nIncreases related to prior year tax positions 168 210 328 \nDecreases related to prior year tax positions (264) (172) (86)\nIncreases related to current year tax positions 1,204 1,166 963 \nDecreases related to settlements of prior year tax positions (199) (254) (90)\nGross unrecognized tax benefits \u2011 end of period $ 11,666 $ 10,757 $ 9,807 \n123"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 124, "chroma:document": "Table of Contents\nThese unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include\nlicensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years\npresented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of\nincome. 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\nrespectively.\nIf 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\n$7.33 billion within our provision of income taxes at such time.\nWe are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to\npotential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax\nyears. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years\nremain open to examination by the IRS and the Irish Revenue Commissioners.\nIn July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction\nwith 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\nsubsequent 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\npetition 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\nadjustment 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\ncompleted 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"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 124, "chroma:document": "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\namounts in our originally filed U.S. return, plus interest and any penalties asserted.\nIn 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\nposition 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\ncertain 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\napproximately $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\npositions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.\nWe have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than\nthe 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\nin 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\nthat 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\nresolved these matters and proceedings continue in the Tax Court.\nWe believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax\nitems that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is\nreasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining\nthat 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\nauthorities 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\nposition, results of operations, and cash flows.\n124"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 125, "chroma:document": "Table of Contents\nNote 16. Segment and Geographical Information\nWe report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram,\nMessenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our\noperating segments are the same as our reportable segments.\nOur chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating\nsegment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using\nasset or liability information.\nRevenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related\noperating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs.\nIndirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the\noperating 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\ninfrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical\nsecurity expenses, and certain restructuring costs, are mostly allocated based on headcount.\nThe following table sets forth our segment information of revenue and income (loss) from operations (in millions):\n Year Ended December 31, \n 2023 2022 2021\nRevenue:\nFamily of Apps $ 133,006 $ 114,450 $ 115,655 \nReality Labs 1,896 2,159 2,274 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \nIncome (loss) from operations:\nFamily of Apps $ 62,871 $ 42,661 $ 56,946 \nReality Labs (16,120) (13,717) (10,193)\nTotal income from operations $ 46,751 $ 28,944 $ 46,753 \nFor information regarding revenue disaggregated by geography, see Note 2 \u2014 Revenue.\nThe following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 125, "chroma:document": "assets (in millions):\n December 31,\n 2023 2022\nUnited States $ 91,940 $ 76,334 \nRest of the world 17,941 15,857 \nTotal long-lived assets $ 109,881 $ 92,191 \n_________________________\n(1) No individual country , other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.(1)\n125"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 126, "chroma:document": "Table of Contents\nItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\nNone.\nItem 9A.Controls and Procedures\nEvaluation of Disclosure Controls and Procedures\nOur management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our\ndisclosure 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\nof 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,\n2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we\nare required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods\nspecified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management,\nincluding our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.\nManagement's Report on Internal Control over Financial Reporting\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under\nthe Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in\nInternal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the\nassessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public\naccounting 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\nthis Annual Report on Form 10-K.\nChanges in Internal Control\nThere 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\nthe Exchange Act during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial"}


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topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 126, "chroma:document": "reporting.\nLimitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting\nIn designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any\ncontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In\naddition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints\nand that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.\nItem 9B.Other Information\nRule 10b5-1 Trading Plans\nOn November 30, 2023, Jennifer Newstead, our Chief Legal Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of\nRule 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\ncommon stock and all shares received during the duration of the plan pursuant to Ms. Newstead's outstanding equity awards and any future equity award\ngrants, excluding any shares withheld by the company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of\nthe equity awards. The plan will terminate on May 13, 2025, subject to early termination for certain specified events set forth in the plan.\nItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections\nNot Applicable.\n126"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 127, "chroma:document": "Table of Contents\nPART III\nItem 10.Directors, Executive Officers and Corporate Governance\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nOur board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website\n(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\nwaiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.\nItem 11.Executive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 13.Certain Relationships and Related Transactions, and Director Independence\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 14.Principal Accountant Fees and Services\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\n127"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 128, "chroma:document": "Table of Contents\nPART IV\nItem 15. Exhibit and Financial Statement Schedules\nWe have filed the following documents as part of this Form 10-K:\n1. Consolidated Financial Statements:\nPage\nReports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) 85\nConsolidated Balance Sheets 89\nConsolidated Statements of Income 90\nConsolidated Statements of Comprehensive Income 91\nConsolidated Statements of Stockholders' Equity 92\nConsolidated Statements of Cash Flows 93\nNotes to Consolidated Financial Statements 95\n    \n2. Financial Statement Schedules\nAll schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the\nrequired information is otherwise included.\n3. Exhibits\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n3.1 Amended and Restated Certificate of Incorporation. 8-K 001-35551 3.1 October 28, 2021\n3.2 Amended and Restated Bylaws. 8-K 001-35551 3.2 October 28, 2021\n4.1 Form of Class A Common Stock Certificate. 10-K 001-35551 4.1 February 3, 2022\n4.2 Form of Class B Common Stock Certificate. 10-K 001-35551 4.2 February 3, 2022\n4.3 Indenture, dated as of August 9, 2022, between Meta\nPlatforms, Inc. and U.S. Bank Trust Company,\nNational Association, as trustee.8-K 001-35551 4.1 August 9, 2022\n4.4 First Supplemental Indenture, dated as of August 9,\n2022, between Meta Platforms, Inc. and U.S. Bank\nTrust Company, National Association, as trustee.8-K 001-35551 4.2 August 9, 2022\n4.5 Second Supplemental Indenture, dated as of May 3,\n2023, by and between Meta Platforms, Inc. and U.S.\nBank Trust Company, National Association, as\ntrustee.8-K 001-35551 4.1 May 3, 2023"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 128, "chroma:document": "4.6 Description of Registrant's Capital Stock. X\n10.1+ Form of Indemnification Agreement. 8-K 001-35551 10.1 April 15, 2019\n10.2(A)+ 2012 Equity Incentive Plan, as amended. 10-K 001-35551 10.2(A) February 2, 2023\n10.2(B)+ Third Amendment to the 2012 Equity Incentive Plan.10-K 001-35551 10.2(B) February 2, 2023\n10.2(C)+ 2012 Equity Incentive Plan forms of award\nagreements.10-Q 001-35551 10.2 July 31, 2012\n10.2(D)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 May 4, 2017\n128"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 129, "chroma:document": "Table of Contents\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n10.2(E)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 July 27, 2017\n10.2(F)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 26, 2018\n10.2(G)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-K 001-35551 10.3(G) January 31, 2019\n10.2(H)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 25, 2019\n10.2(I)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 30, 2020\n10.2(J)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 July 29, 2021\n10.2(K)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.3 April 28, 2022\n10.2(L)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 April 27, 2023\n10.3+ Amended and Restated Bonus Plan, effective January\n1, 2023.10-Q 001-35551 10.1 October 26, 2023\n10.4+ Amended and Restated Offer Letter, dated January\n27, 2012, between Registrant and Mark Zuckerberg.S-1 333-179287 10.6 February 8, 2012\n10.5+ Offer Letter, dated June 5, 2020, between Registrant\nand Christopher K. Cox.10-Q 001-35551 10.1 April 29, 2021\n10.6+ Offer Letter, dated December 22, 2022, between"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 129, "chroma:document": "Registrant and Javier Olivan.10-K 001-35551 10.8 February 2, 2023\n10.7+ Offer Letter, dated March 14, 2022, between\nRegistrant and Andrew Bosworth.10-Q 001-35551 10.3 April 27, 2023\n10.8+ Offer Letter, dated November 1, 2022, between\nRegistrant and Susan Li.10-Q 001-35551 10.4 April 27, 2023\n10.9+ Form of Executive Officer Offer Letter. 10-Q 001-35551 10.3 July 25, 2019\n10.10+ Director Compensation Policy, as amended. 10-Q 001-35551 10.5 April 27, 2023\n10.11+ Deferred Compensation Plan for Non-Employee\nDirectors.10-K 001-35551 10.12 February 2, 2023\n10.12+ Indemnification Agreement Relating to Subsidiary\nOperations, dated March 14, 2021, between\nRegistrant and Mark Zuckerberg.10-Q 001-35551 10.2 April 29, 2021\n21.1 List of Subsidiaries. X\n23.1 Consent of Independent Registered Public\nAccounting Firm.X\n31.1 Certification of Mark Zuckerberg, Chief Executive\nOfficer, pursuant to Rule 13a-14(a)/15d-14(a), as\nadopted pursuant to Section 302 of the Sarbanes-\nOxley Act of 2002.X\n31.2 Certification of Susan Li, Chief Financial Officer,\npursuant to Rule 13a-14(a)/15d-14(a), as adopted\npursuant to Section 302 of the Sarbanes-Oxley Act of\n2002.X\n32.1# Certification of Mark Zuckerberg, Chief Executive\nOfficer, pursuant to 18 U.S.C. Section 1350, as\nadopted pursuant to Section 906 of the Sarbanes-\nOxley Act of 2002.X\n129"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 130, "chroma:document": "Table of Contents\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n32.2# Certification of Susan Li, Chief Financial Officer,\npursuant to 18 U.S.C. Section 1350, as adopted\npursuant to Section 906 of the Sarbanes-Oxley Act of\n2002.X\n97.1 Compensation Recoupment Policy. X\n101.INS Inline XBRL Instance Document (the instance\ndocument does not appear in the Interactive Data File\nbecause its XBRL tags are embedded within the\nInline XBRL document).X\n101.SCH Inline XBRL Taxonomy Extension Schema\nDocument.X\n101.CAL Inline XBRL Taxonomy Extension Calculation\nLinkbase Document.X\n101.DEF Inline XBRL Taxonomy Extension Definition\nLinkbase Document.X\n101.LAB Inline XBRL Taxonomy Extension Labels Linkbase\nDocument.X\n101.PRE Inline XBRL Taxonomy Extension Presentation\nLinkbase Document.X\n104 Cover Page Interactive Data File (formatted as inline\nXBRL and contained in Exhibit 101).X\n+ Indicates a management contract or compensatory plan.    \n# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise\nsubject 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\nExchange Act.\nItem 16. Form 10-K Summary\nNone.\n130"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 131, "chroma:document": "Table of Contents\nSIGNATURES\nPursuant 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\n10-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.\nMETA PLATFORMS, INC.\nDate: February 1, 2024 /s/ Susan Li \nSusan Li\nChief Financial Officer\n \n131"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 132, "chroma:document": "Table of Contents\nPOWER OF ATTORNEY\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R.\nKelly, 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\nher 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\nthereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each\nof 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\nintents 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\nor his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.\nPursuant 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\nbehalf of the Registrant and in the capacities and on the dates indicated: \nSignatur e Title Date\n/s/ Mark Zuckerberg Board Chair and Chief Executive Officer\n(Principal Executive Officer)February 1, 2024\nMark Zuckerberg\n/s/ Susan Li Chief Financial Officer\n(Principal Financial Officer)February 1, 2024\nSusan Li\n/S/ Aaron Anderson Chief Accounting Officer\n(Principal Accounting Officer)February 1, 2024\nAaron Anderson\n/s/ Peggy Alford Director February 1, 2024\nPeggy Alford\n/s/ Marc L. Andreessen Director February 1, 2024\nMarc L. Andreessen\n/s/ Andrew W. Houston Director February 1, 2024\nAndrew W. Houston\n/s/ Nancy Killefer Director February 1, 2024\nNancy Killefer\n/s/ Robert M. Kimmitt Director February 1, 2024\nRobert M. Kimmitt\n/s/ Sheryl K. Sandberg Director February 1, 2024\nSheryl K. Sandberg"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 132, "chroma:document": "Sheryl K. Sandberg\n/s/ Tracey T. Travis Director February 1, 2024\nTracey T. Travis\n/s/ Tony Xu Director February 1, 2024\nTony Xu\n132"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 133, "chroma:document": "EXHIBIT 4.6\nDESCRIPTION OF CAPITAL STOCK\nThe following description of capital stock of Meta Platforms, Inc. (the \u201ccompany,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d) summarizes certain provisions of our amended\nand restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by\nreference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this\nAnnual Report on Form 10-K.\nOur 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\nshare; (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\nper share.\nCommon Stock\nDividend Rights\nSubject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are\nentitled 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\nand in the amounts that our board of directors may determine.\nVoting Rights\nThe 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.\nThe 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\nrequire 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:\n\u2022if 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\nincrease 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\n\u2022if 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"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 133, "chroma:document": "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\namendment.\nStockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and\nrestated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,\nwhen 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\nassigned 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\ncombined voting power of common stock.\nNo Preemptive or Similar Rights\nOur common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.\n1"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 134, "chroma:document": "Right to Receive Liquidation Distributions\nUpon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders\nof our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if\nany, on any outstanding shares of preferred stock.\nConversion\nThe 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\nmay 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\nClass 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\nClass 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\ntransfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the\nstockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once\nconverted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.\nPreferred Stock\nSubject 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\nto 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\nqualifications, 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\nshares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred\nstock 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\npreferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of\ndelaying, deferring or preventing a change in control of our company.\nAnti-Takeover Provisions"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 134, "chroma:document": "Anti-Takeover Provisions\nSo long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of common stock, Mark Zuckerberg\nwill 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\nthe effect of delaying, deferring or discouraging another person from acquiring control of our company.\nAfter 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\nprovisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying,\ndeferring or discouraging another person from acquiring control of our company.\nDelaware Law\nA Delaware corporation may \u201copt out\u201d of these provisions with an express provision in its original certificate of incorporation or an express provision in its\ncertificate of incorporation or bylaws resulting from a stockholders\u2019 amendment approved by at least a majority of the outstanding voting shares. We have\nexpressly elected not to be governed by the business combination provisions of Section 203 of the Delaware General Corporation Law.\n2"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 135, "chroma:document": "Amended and Restated Certificate of Incorporation and Bylaw Provisions\nOur amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of\ndeterring 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\nlonger represent a majority of the combined voting power of our common stock, including the following:\n\u2022Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a\nmajority 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\nthirty-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\nthat 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.\n\u2022Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark\nZuckerberg, our founder, Chairman, and CEO, with the ability to control the outcome of matters requiring stockholder approval, even if he owns\nsignificantly less than a majority of the shares of our outstanding Class A and Class B common stock, including the election of directors and significant\ncorporate transactions, such as a merger or other sale of our company or its assets.\n\u2022Supermajority Approvals. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide that certain\namendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-\nthirds 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\ncommon stock represent less than a majority of the combined voting power of common stock, certain amendments to our amended and restated certificate\nof incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding\nshares 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\nincorporation or amended and restated bylaws to remove or modify certain provisions."}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 135, "chroma:document": "\u2022Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws provide that stockholders may\nfill vacant directorships. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of\ncommon stock, our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant\ndirectorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority vote of our entire\nboard of directors. These provisions restricting the filling of vacancies will prevent a stockholder from increasing the size of our board of directors and\ngaining control of our board of directors by filling the resulting vacancies with its own nominees.\n\u2022Classified Board. Our board of directors is not classified. Our amended and restated certificate of incorporation and amended and restated bylaws\nprovide 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\nboard 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\nonly be removed from the board of directors for cause. The existence of a classified board could delay a successful tender offeror from obtaining majority\ncontrol of our board of directors, and the prospect of that delay might deter a potential offeror.\n\u2022Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that stockholders will be able to\ntake 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\ncommon 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\nof our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. Our amended and restated bylaws further\nprovide that special meetings of our\n3"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 136, "chroma:document": "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.\n\u2022Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice\nprocedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any\nmeeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder\u2019s notice.\nThese provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for\ndirectors at our meetings of stockholders.\n\u2022Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to\n100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of\ndirectors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an\nattempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.\nChoice of Forum\nOur amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any\nderivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant\nto the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a\nclaim against us that is governed by the internal affairs doctrine.\nListing\nOur Class A common stock is listed on the Nasdaq Global Select Market under the symbol \u201cMETA.\u201d\nTransfer Agent and Registrar\nThe transfer agent and registrar for our common stock is Computershare Trust Company, N.A.\n4"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 137, "chroma:document": "EXHIBIT 21.1\nLIST OF SUBSIDIARIES\nMETA PLATFORMS, INC.\nCassin Networks ApS (Denmark)\nEdge Network Services Limited (Ireland)\nFacebook Circularity, LLC (Delaware)\nFacebook Holdings, LLC (Delaware)\nFacebook India Online Services Private Limited (India)\nFacebook Operations, LLC (Delaware)\nFacebook Procurement LLC (Delaware)\nFacebook Servi\u00e7os Online Do Brasil Ltda. (Brazil)\nFacebook UK Limited (United Kingdom)\nFCL Tech Limited (Ireland)\nGoldframe LLC (Delaware)\nGreater Kudu LLC (Delaware)\nHibiscus Properties, LLC (Delaware)\nInstagram, LLC (Delaware)\nMalkoha Pte. Ltd. (Singapore)\nMeta Payments Inc. (Florida)\nMeta Platforms Ireland Limited (Ireland)\nMeta Platforms Technologies, LLC (Delaware)\nMorning Hornet LLC (Delaware)\nPinnacle Sweden AB (Sweden)\nRaven Northbrook LLC (Delaware)\nRedale LLC (Delaware)\nRunways Information Services Limited (Ireland)\nScout Development, LLC (Delaware)\nSiculus, Inc. (Delaware)\nSidecat LLC (Delaware)\nStadion LLC (Delaware)\nStarbelt LLC (Delaware)\nVitesse, LLC (Delaware)\nWhatsApp LLC (Delaware)\nWinner LLC (Delaware)\nWoolhawk LLC (Delaware)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 138, "chroma:document": "EXHIBIT 23.1\nConsent of Independent Registered Public Accounting Firm\nWe consent to the incorporation by reference in the following Registration Statements:\n(1)Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(2)Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(3)Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(4)Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(5)Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(6)Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(7)Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(8)Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers\u2019 Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of\nMeta Platforms, Inc., and\n(9)Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.\nof our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control\nover 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.\n/s/ Ernst & Young LLP\nSan Mateo, California\nFebruary 1, 2024"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 139, "chroma:document": "EXHIBIT 31.1\nCERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF\nTHE SARBANES-OXLEY ACT OF 2002\nI, Mark Zuckerberg, certify that:\n1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;\n2. 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\nmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial\ncondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act\nRules 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\nhave:\na) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to\nensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,\nparticularly during the period in which this report is being prepared;\nb) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with generally accepted accounting principles;\nc) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness\nof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and\nd) Disclosed in this report any change in the registrant\u2019s internal control over financial reporting that occurred during the registrant\u2019s most recent fiscal\nquarter (the registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the\nregistrant\u2019s internal control over financial reporting; and"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 139, "chroma:document": "registrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the\nregistrant\u2019s auditors and the audit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\na) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant\u2019s ability to record, process, summarize and report financial information; and\nb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control\nover financial reporting.\nDate: February 1, 2024\n/s/ MARK ZUCKERBERG\nMark Zuckerberg\nBoard Chair and Chief Executive Officer\n(Principal Executive Officer)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 140, "chroma:document": "EXHIBIT 31.2\nCERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF\nTHE SARBANES-OXLEY ACT OF 2002\nI, Susan Li, certify that:\n1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;\n2. 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\nmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial\ncondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act\nRules 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\nhave:\na) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to\nensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,\nparticularly during the period in which this report is being prepared;\nb) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with generally accepted accounting principles;\nc) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness\nof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and\nd) Disclosed in this report any change in the registrant\u2019s internal control over financial reporting that occurred during the registrant\u2019s most recent fiscal\nquarter (the registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the\nregistrant\u2019s internal control over financial reporting; and"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 140, "chroma:document": "registrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the\nregistrant\u2019s auditors and the audit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\na) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant\u2019s ability to record, process, summarize and report financial information; and\nb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control\nover financial reporting.\nDate: February 1, 2024\n/s/ SUSAN LI\nSusan Li\nChief Financial Officer\n(Principal Financial Officer)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 141, "chroma:document": "EXHIBIT 32.1\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350\nAS ADOPTED PURSUANT TO SECTION 906\nOF THE SARBANES-OXLEY ACT OF 2002\nI, 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\nadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:\n\u2022the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of\nSection 13(a) or 15(d) of the Securities Exchange Act of 1934; and\n\u2022the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the\nperiods presented therein.\nDate: February 1, 2024\n/s/ MARK ZUCKERBERG\nMark Zuckerberg\nBoard Chair and Chief Executive Officer\n(Principal Executive Officer)"}


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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 142, "chroma:document": "EXHIBIT 32.2\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350\nAS ADOPTED PURSUANT TO SECTION 906\nOF THE SARBANES-OXLEY ACT OF 2002\nI, 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\nSection 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:\n\u2022the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of\nSection 13(a) or 15(d) of the Securities Exchange Act of 1934; and\n\u2022the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the\nperiods presented therein.\nDate: February 1, 2024\n/s/ SUSAN LI\nSusan Li\nChief Financial Officer\n(Principal Financial Officer)"}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 143, "chroma:document": "EXHIBIT 97.1\nMETA PLATFORMS, INC.\nCOMPENSATION RECOUPMENT POLICY\nThis Meta Platforms, Inc. Compensation Recoupment Policy (the \u201cPolicy\u201d) has been adopted by the Compensation, Nominating & Governance\nCommittee of the Board of Directors (the \u201cBoard\u201d) of Meta Platforms, Inc. (the \u201cCompany\u201d) on June 1, 2023. This Policy provides for the recoupment of\ncertain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under\nU.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\n10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.\n1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.\n(a) \u201cCommittee\u201d means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no\nCompensation, Nominating & Governance Committee of the Board, references herein to the \u201cCommittee\u201d shall refer to the Company\u2019s committee of\nindependent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members\nof the Board.\n(b) \u201cCovered Compensation\u201d means any Incentive-based Compensation \u201creceived\u201d by a Covered Executive during the applicable Recoupment\nPeriod; provided that:\n(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as\nan Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and\n(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based\nCompensation.\nFor purposes of this Policy, Incentive-based Compensation is \u201creceived\u201d by a Covered Executive during the fiscal period in which the Financial Reporting\nMeasure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation\nis made thereafter.\n(c) \u201cCovered Executive\u201d means any current or former Executive Officer."}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 143, "chroma:document": "(c) \u201cCovered Executive\u201d means any current or former Executive Officer.\n(d) \u201cEffective Date\u201d means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.\n(e) \u201cExchange Act\u201d means the U.S. Securities Exchange Act of 1934, as amended.\n(f) \u201cExecutive Officer\u201d means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or\nif 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,\nadministration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company\u2019s parent(s) or\nsubsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the\nCompany. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual\u2019s status as\nan Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested\npersons.\n(g) \u201cFinancial Reporting Measure\u201d means any (i) measure that is determined and presented in accordance with the accounting principles used in\npreparing the Company\u2019s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in\npart 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\nCompany\u2019s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure."}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 144, "chroma:document": "(h) \u201cFinancial Restatement\u201d means a restatement of the Company\u2019s financial statements due to the Company\u2019s material noncompliance with any\nfinancial reporting requirement under U.S. federal securities laws that is required in order to correct:\n(i) an error in previously issued financial statements that is material to the previously issued financial statements; or\n(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\nperiod.\nFor purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company\u2019s financial statements due to an\nout-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\ncurrent period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the\nstructure of the Company\u2019s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as\nfrom a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital\nstructure.\n(j) \u201cIncentive-based Compensation\u201d means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based\ncompensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting\nMeasure. For purposes of this Policy, \u201cIncentive-based Compensation\u201d shall also be deemed to include any amounts which were determined based on (or were\notherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance\nor supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings\naccrued thereon).\n(k) \u201cNasdaq\u201d means the NASDAQ Global Select Market, or any successor thereof.\n(l) \u201cRecoupment Period\u201d means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date.\nNotwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company\u2019s fiscal year)"}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 144, "chroma:document": "within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company\u2019s previous fiscal year\nend 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.\n(m) \u201cRecoupment Trigger Date\u201d means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized\nto take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial\nRestatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.\n2.Recoupment of Erroneously Awarded Compensation.\n(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the \u201cAwarded\nCompensation\u201d) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based\non the Financial Restatement (the \u201cAdjusted Compensation\u201d), the Company shall reasonably promptly recover from such Covered Executive an amount equal\nto the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the \u201cErroneously\nAwarded Compensation\u201d).\n(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure\nderived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation\ndirectly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis)\nbased on the Company\u2019s reasonable estimate of the effect of the Financial Restatement on the Company\u2019s stock price or total shareholder return (or the\nderivative measure thereof) upon which such Covered Compensation was received."}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "(c) For the avoidance of doubt, the Company\u2019s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the\nrestated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.\n(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously\nAwarded 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\nindependent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:\n(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy\nwould exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be\nimpracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a\nreasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide\nthat documentation to the Nasdaq;\n(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which\nbenefits 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\nRevenue Code of 1986, as amended (the \u201cCode\u201d).\n(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in\nconnection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up\npayments.\n(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered\nfrom a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation\npreviously 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-"}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates\nto the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery\naction 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\nthan the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive\npursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the\nCode) shall be made in compliance with Section 409A of the Code.\n3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the\nCompany and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power\nand authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)\nmake any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply\nwith applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to\nthe 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\nsole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.\n4.Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or\nterminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of\nErroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or\nobligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules"}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "and regulations. Unless otherwise required"}


created_at: 2024-09-04 04:52:27
topic: persistent://default/default/ef30aab7-9396-4960-bd48-eb7ba06916f0
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 146, "chroma:document": "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\nUnited States national securities exchange.\n5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the\nExchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules\nand regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy\nshall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed\namended so as to avoid such conflict.\n6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies,\nrights 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\nother 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\nagreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as\napplicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other\npolicy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.\n7.Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a\nCovered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation\nincludes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial\nReporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on,\nand were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.\n8.Miscellaneous."}


created_at: 2024-09-04 04:52:27
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{"source": "Dataset-10k/Meta-10-k-2023.pdf", "page": 146, "chroma:document": "8.Miscellaneous.\n(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be\ndeemed 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\ngovern. 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\naward agreement or other document setting forth the terms and conditions of the Covered Executive\u2019s compensation became effective or was first granted or\nawarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan\nthereto.\n(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal\nrepresentatives.\n(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\nmaximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to\nconform to any limitations required under applicable law."}


