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UNITED ST ATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
__________________________
(Mark One)
☒    ANNUAL  REPOR T PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT  OF 1934
For the fiscal year  ended December  31, 2023
or
☐    TRANSITION REPOR T PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT  OF 1934
For the transition period fr om            to            
Commission File Number: 001-35551
__________________________
Meta Platforms, Inc.
(Exact name of r egistrant as specified in its charter)
__________________________
Delawar e 20-1665019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
1 Meta Way, Menlo Park, California 94025
(Address of principal executive offices and Zip Code)
(650) 543-4800
(Registrant's telephone number, including area code)
__________________________
Securities r egister ed pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.000006 par value MET A The Nasdaq Stock Market LLC
Securities r egister ed pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒   No   ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐  No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒     No  ☐


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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒     No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐     No   ☒
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant's most recently completed second fiscal


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quarter, was $637 billion based upon the closing price reported for such date on the Nasdaq Global Select Market. On January 26, 2024, the registrant had 2,200,048,907 shares of Class A common
stock and 349,356,199 shares of Class B common stock outstanding.


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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated
herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2023.


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Meta Platforms, Inc.
Form 10-K
TABLE OF CONTENTS
Page
Note About Forward-Looking Statements 3
Limitations of Key Metrics and Other Data 4
PART I
Item 1. Business 7
Item 1A. Risk Factors 15
Item 1B. Unresolved Staff Comments 51
Item 1C. Cybersecurity 51
Item 2. Properties 52
Item 3. Legal Proceedings 52
Item 4. Mine Safety Disclosures 56
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 57
Item 6. [Reserved] 58
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 59
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 82
Item 8. Financial Statements and Supplementary Data 84
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 126
Item 9A. Controls and Procedures 126
Item 9B. Other Information 126
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 126
PART III
Item 10. Directors, Executive Officers and Corporate Governance 127
Item 11. Executive Compensation 127
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 127
Item 13. Certain Relationships and Related Transactions, and Director Independence 127
Item 14. Principal Accountant Fees and Services 127
PART IV
Item 15. Exhibit and Financial Statement Schedules 128
Item 16. Form 10-K Summary 130
Signatures 131
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. All statements contained in this Annual Report on Form 10-K other than
statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our
objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect,"
and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current
expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-
term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties
and assumptions, including those described in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual
Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given
these risks and uncertainties, readers are cautioned not to place undue reliance on such forward‑looking statements.
Unless expressly indicated or the context requires otherwise, the terms "Meta," "company," "we," "us," and "our" in this document refer to Meta
Platforms, Inc., a Delaware corporation, and, where appropriate, its subsidiaries. The term "Family" refers to our Facebook, Instagram, Messenger, and
WhatsApp products. For references to accessing Meta's products on the "web" or via a "website," such terms refer to accessing such products on personal


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computers. For references to accessing Meta's products on "mobile," such term refers to accessing such products via a mobile application or via a mobile-
optimized version of our websites such as m.facebook.com, whether on a mobile phone or tablet.
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LIMITATIONS OF KEY METRICS AND OTHER DATA
The numbers for our key metrics are calculated using internal company data based on the activity of user accounts. We report our estimates of the
numbers of our daily active people (DAP), monthly active people (MAP), and average revenue per person (ARPP) (collectively, our "Family metrics") based
on the activity of users who visited at least one of Facebook, Instagram, Messenger, and WhatsApp (collectively, our "Family" of products) during the
applicable period of measurement. We have historically reported the numbers of our daily active users (DAUs), monthly active users (MAUs), and average
revenue per user (ARPU) (collectively, our "Facebook metrics") based on user activity only on Facebook and Messenger and not on our other products. We
believe our Family metrics better reflect the size of our community and the fact that many people are using more than one of our products. Beginning with our
Quarterly Report on Form 10-Q to be filed for the first quarter of 2024, we will no longer report DAUs, MAUs, ARPU, and MAP in our periodic reports filed
with the Securities and Exchange Commission, but will continue reporting DAP and ARPP (calculated based on DAP).
While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are
inherent challenges in measuring usage of our products across large online and mobile populations around the world. The methodologies used to measure these
metrics require significant judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our
estimates of our user base, and such estimates may change due to improvements or changes in our methodology. We regularly review our processes for
calculating these metrics, and from time to time we discover inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in
adjustments to our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to
apply different methodologies for such adjustments. We generally do not intend to update previously disclosed Family metrics for any such inaccuracies or
adjustments that are within the error margins disclosed below.
In addition, our Family metrics and Facebook metrics estimates will differ from estimates published by third parties due to differences in methodology


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or other factors such as data limitations or other challenges in measuring large online and mobile populations. For example, our Family metrics estimates in
some instances exceed estimates of addressable online and mobile populations that are based on data published by third parties.
Family Metrics
Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual
product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not
reflect the actual size of our community. Rather, our Family metrics represent our estimates of the number of unique people using at least one of Facebook,
Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and
therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex
techniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user
accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of
accounts as one person. These techniques and models require significant judgment, are subject to data and other limitations discussed below, and inherently are
subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user survey data, which itself is
subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin generally will be
approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people,
and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error
margins. As a result, it is also possible that our Family metrics may indicate changes or trends in user numbers that do not match actual changes or trends.
To calculate our estimates of Family DAP and MAP, we currently use a series of machine learning models that are developed based on internal reviews
of limited samples of user accounts and calibrated against user survey data. We apply significant judgment in designing these models and calculating these
estimates. For example, to match user accounts within individual products and across multiple products, we use data signals such as similar device information,


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IP addresses, and user names. We also calibrate our models against data from periodic user surveys of varying sizes and frequency across our products, which
are inherently subject to error. The timing and results of such user surveys have in the past contributed, and may in the future contribute, to changes in our
reported Family metrics from period to period. In addition, our data limitations may affect our understanding of certain details of our business and increase the
risk of error for our Family metrics estimates.
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Our techniques and models rely on a variety of data signals from different products, and we rely on more limited data signals for some products compared to
others. For example, as a result of limited visibility into encrypted products, we have fewer data signals from WhatsApp user accounts and primarily rely on
phone numbers and device information to match WhatsApp user accounts with accounts on our other products. Any loss of access to data signals we use in our
process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party browser or mobile platforms, regulatory or
legislative requirements, or other factors, also may impact the stability or accuracy of our reported Family metrics, as well as our ability to report these metrics
at all. Our estimates of Family metrics also may change as our methodologies evolve, including through the application of new data signals or technologies,
product changes, or other improvements in our user surveys, algorithms, or machine learning that may improve our ability to match accounts within and across
our products or otherwise evaluate the broad population of our users. In addition, such evolution may allow us to identify previously undetected violating
accounts (as defined below).
We regularly evaluate our Family metrics to estimate the percentage of our MAP consisting solely of "violating" accounts. We define "violating"
accounts as accounts which we believe are intended to be used for purposes that violate our terms of service, including bots and spam. In the fourth quarter of
2023, we estimated that approximately 3% of our worldwide MAP consisted solely of violating accounts. Such estimation is based on an internal review of a
limited sample of accounts, and we apply significant judgment in making this determination. For example, we look for account information and behaviors
associated with Facebook and Instagram accounts that appear to be inauthentic to the reviewers, but we have limited visibility into WhatsApp user activity due
to encryption. In addition, if we believe an individual person has one or more violating accounts, we do not include such person in our violating accounts
estimation as long as we believe they have one account that does not constitute a violating account. From time to time, we disable certain user accounts, make
product changes, or take other actions to reduce the number of violating accounts among our users, which may also reduce our DAP and MAP estimates in a
particular period. Violating accounts are very difficult to measure at our scale, and it is possible that the actual number of violating accounts may vary


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significantly from our estimates.
The numbers of Family DAP and MAP discussed in this Annual Report on Form 10-K, as well as ARPP, do not include users on our other products,
unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
Facebook Metrics
We regularly evaluate our Facebook metrics to estimate the number of "duplicate" and "false" accounts among our MAUs. A duplicate account is one
that a user maintains in addition to his or her principal account. We divide "false" accounts into two categories: (1) user-misclassified accounts, where users
have created personal profiles for a business, organization, or non-human entity such as a pet (such entities are permitted on Facebook using a Page rather than
a personal profile under our terms of service); and (2) violating accounts, which represent user profiles that we believe are intended to be used for purposes that
violate our terms of service, such as bots and spam. The estimates of duplicate and false accounts are based on an internal review of a limited sample of
accounts, and we apply significant judgment in making this determination. For example, to identify duplicate accounts we use data signals such as identical IP
addresses and similar user names, and to identify false accounts we look for names that appear to be fake or other behavior that appears inauthentic to the
reviewers. Any loss of access to data signals we use in this process, whether as a result of our own product decisions, actions by third-party browser or mobile
platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our estimates of duplicate and false accounts.
Our estimates also may change as our methodologies evolve, including through the application of new data signals or technologies or product changes that may
allow us to identify previously undetected duplicate or false accounts and may improve our ability to evaluate a broader population of our users. Duplicate and
false accounts are very difficult to measure at our scale, and it is possible that the actual number of duplicate and false accounts may vary significantly from our
estimates.
In the fourth quarter of 2023, we estimated that duplicate accounts may have represented approximately 10% of our worldwide MAUs. We believe the
percentage of duplicate accounts is meaningfully higher in developing markets such as the Philippines and Vietnam, as compared to more developed markets.


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In the fourth quarter of 2023, we estimated that false accounts may have represented approximately 4% of our worldwide MAUs. Our estimation of false
accounts can vary as a result of episodic spikes in the creation of such accounts, which we have seen originate more frequently in specific countries such as
Indonesia, Vietnam, and Nigeria. From time to time, we disable certain user accounts, make product changes, or take other actions to reduce the number of
duplicate or false accounts among our users, which may also reduce our DAU and MAU estimates in a particular period.
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The numbers of DAUs and MAUs discussed in this Annual Report on Form 10-K, as well as ARPU, do not include users on Instagram, WhatsApp, or
our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
User Geography
Our data regarding the geographic location of our users is estimated based on a number of factors, such as the user's IP address and self-disclosed
location. These factors may not always accurately reflect the user's actual location. For example, a user may appear to be accessing Facebook from the location
of the proxy server that the user connects to rather than from the user's actual location. The methodologies used to measure our metrics are also susceptible to
algorithm or other technical errors, and our estimates for revenue by user location and revenue by user device are also affected by these factors.
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PART I
Item 1.Business
Overview
Our mission is to give people the power to build community and bring the world closer together.
All of our products, including our apps, share the vision of helping to bring the metaverse to life. We build technology that helps people connect and
share, find communities, and grow businesses. Our products enable people to connect and share with friends and family through mobile devices, personal
computers, virtual reality (VR) and mixed reality (MR) headsets, and wearables. We also help people discover and learn about what is going on in the world
around them, enable people to share their experiences, ideas, photos and videos, and other activities with audiences ranging from their closest family members
and friends to the public at large, and stay connected everywhere by accessing our products. Meta is moving our offerings beyond 2D screens toward
immersive experiences like augmented and virtual reality to help build the metaverse, which we believe is the next evolution in social technology. Our vision
for the metaverse does not center on any single product, but rather an entire ecosystem of experiences, devices, and new technologies. While the metaverse is in
the very early stages of its development, we believe it will become the next computing platform and the future of social interaction. Across our work, we are
innovating in artificial intelligence (AI) technologies to build new experiences that help make our platform more social, useful, and immersive.
We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL). Currently, we generate substantially all of our revenue from
selling advertising placements on our family of apps to marketers, which is reflected in FoA. Ads on our platform enable marketers to reach people across a
range of marketing objectives, such as generating leads or driving awareness. Marketers purchase ads that can appear in multiple places including on Facebook,
Instagram, Messenger, and third-party applications and websites. RL generates revenue from sales of consumer hardware products, software, and content.
We invest in our business based on our company priorities. In 2024, we intend to focus on six key investment areas: AI, the metaverse, our discovery
engine, monetization of our products and services, regulatory readiness, and enhancing developer efficiency to build, iterate, and optimize products quickly.
Our AI investments support initiatives across our products and services, helping power the systems that rank content in our apps, our discovery engine that


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recommends relevant content, the tools advertisers use to reach customers, the development of new generative AI experiences, and the tools that make our
product development more efficient and productive.
The majority of our investments are directed toward developing our family of apps. In 2023, 80% of our total costs and expenses were recognized in
FoA and 20% were recognized in RL. Our FoA investments were $70.13 billion in 2023 and include expenses relating to headcount, data centers and technical
infrastructure as part of our efforts to develop our apps and our advertising services. We are also making significant investments in our metaverse efforts,
including developing virtual and augmented reality devices, software for social platforms, neural interfaces, and other foundational technologies. Our total RL
investments were $18.02 billion in 2023 and include expenses relating to headcount and technology development across these efforts. These are fundamentally
new technologies that we expect will evolve as the metaverse ecosystem develops, and many products for the metaverse may only be fully realized in the next
decade. Although it is inherently difficult to predict when and how the metaverse ecosystem will develop, we expect our RL segment to continue to operate at a
loss for the foreseeable future, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We
expect this will be a complex, evolving, and long-term initiative. We are investing now because we believe this is the next chapter of the internet and will
unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
Family of Apps Products
• Facebook. Facebook helps give people the power to build community and bring the world closer together. It's a place for people to share life's
moments and discuss what's happening, nurture and build relationships, discover and connect to interests, and create economic opportunity. They
can do this through Feed, Reels, Stories, Groups, Marketplace, and more.
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• Instagram. Instagram brings people closer to the people and things they love. Instagram Feed, Stories, Reels, Live, and messaging are places
where people and creators can connect and express themselves through photos, video, and private messaging, and discover and shop from their
favorite businesses.
• Messenger. Messenger is a simple yet powerful messaging application for people to connect with friends, family, communities, and businesses
across platforms and devices through text, audio, and video calls.
• Threads. Threads is an application for text-based updates and public conversations, where communities come together to discuss topics of interest.
People can connect directly with their favorite creators and others who love the same things or build a loyal following of their own to share their
ideas, opinions, and creativity with the world.
• WhatsApp. WhatsApp is a simple, reliable, and secure messaging application that is used by people and businesses around the world to
communicate and transact in a private way. Within WhatsApp we launched WhatsApp Channels, a one-to-many broadcast service designed to help
people follow information from people and organizations that are important to them.
Reality Labs Products
Many of our metaverse investments are directed toward long-term, cutting-edge research and development for products that are not on the market today
and may only be fully realized in the next decade. This includes exploring new technologies such as neural interfaces using electromyography, which lets
people control their devices using neuromuscular signals, as well as innovations in AI and hardware to help build next-generation interfaces. In the near term,
we are continuing to develop early metaverse experiences through Reality Labs products that help people feel connected, anytime, anywhere.
Our current product offerings in VR include our Meta Quest devices, as well as software and content available through the Meta Quest Store, which
enable a range of social experiences that allow people to defy physical distance while engaging in gaming, fitness, entertainment, and more. For example, Meta
Horizon Worlds is a social platform where people can interact with friends, meet new people, play games, and attend virtual events.
To drive greater adoption and acceptance of VR we have also introduced MR capabilities, which allow users to experience the immersion and presence
of VR while still being grounded in the physical world, through our Meta Quest Pro and Meta Quest 3 devices.
We have continued to advance our augmented reality (AR) roadmap to include offerings such as the Ray-Ban Meta smart glasses, which feature Meta


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AI, our advanced conversational assistant, as well as offer the ability to livestream video and let people stay more present through hands-free interaction. We
also offer Meta Spark, a platform that allows creators and businesses to build AR experiences that bring the digital and physical worlds together in our apps.
In general, while all of these investments are part of our long-term initiative to help build the metaverse, our VR and social platform efforts also include
notable shorter-term projects developing specific products and services to go to market, whereas our AR efforts are primarily directed toward longer-term
research and development projects. For example, in 2024, we expect to spend approximately 50% of our Reality Labs operating expenses on our AR initiatives,
approximately 40% on our VR (including MR) initiatives, and approximately 10% on social platforms and other initiatives. We apply significant judgment in
estimating this expense breakdown as there are certain shared costs across product lines, and our expectations are subject to change, including as the metaverse
ecosystem and our business strategies evolve. In particular, we regularly evaluate our product roadmaps and make significant changes as our understanding of
the technological challenges and market landscape and our product ideas and designs evolve.
Competition
Our business is characterized by innovation, rapid change, and disruptive technologies. We compete with companies providing connection, sharing,
discovery, and communication products and services to users online, as well as companies that sell advertising to businesses looking to reach consumers and/or
develop tools and systems for managing and optimizing advertising campaigns. We face significant competition in every aspect of our business, including, but
not limited to, companies that facilitate the ability of users to create, share, communicate, and discover content and information online or
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enable marketers to reach their existing or prospective audiences. We compete to attract, engage, and retain people who use our products, to attract and retain
businesses that use our free or paid business and advertising services, and to attract and retain developers who build compelling applications that integrate with
our products. We also compete with companies that develop and deliver consumer hardware and virtual and augmented reality products and services. We also
expect to face additional competition as we introduce or acquire new products, as our existing products evolve, or as other companies introduce new products
and services, including as part of efforts to develop the metaverse or innovate through the development and application of new technologies such as AI.
Technology
Our product development philosophy centers on continuous innovation in creating and improving products that are social by design, which means that
our products are designed to place people and their social interactions at the core of the product experience. As our user base grows, as engagement with
products like video, VR, and MR increases, and as we deepen our investment in new technologies, our computing needs continue to expand. We have designed
and built our own data centers and key portions of our technical infrastructure, and a substantial portion of our technical infrastructure is also provided by third
parties. Our ability to provide and continue to innovate our products and services depends on the continued availability of components, power, and network
capacity.
We make significant investments in technology both to improve our existing products and services and to develop new ones, as well as for our marketers
and developers. We are also investing in protecting the security, privacy, and integrity of our platform by investing in both people and technology to strengthen
our systems against abuse. Across all of these efforts, we are making significant investments in AI initiatives, including generative AI, to, among other things,
recommend relevant content across our products through our AI-powered discovery engine, enhance our advertising tools and improve our ad delivery,
targeting, and measurement capabilities, and to develop new products as well as new features for existing products.
Sales and Operations
The majority of our marketers use our self-service ad platform to launch and manage their advertising campaigns. We also have a global sales force that
is focused on attracting and retaining advertisers and providing support to them throughout the stages of the marketing cycle from pre-purchase decision-
making to real-time optimizations to post-campaign analytics. We work directly with these advertisers, as well as through advertising agencies and resellers.


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We operate offices in approximately 90 cities around the globe, the majority of which have a sales presence. We also invest in and rely on self-service tools to
provide direct customer support to our users and partners.
For our RL products, our sales and operations efforts utilize third-party sales channels such as retailers, resellers, and our direct-to-consumer channel,
Meta.com. These efforts are focused on driving consumer and enterprise sales and adoption of our Meta Quest portfolio of products and Ray-Ban Meta smart
glasses.
Marketing
Historically, our communities have generally grown organically with people inviting their friends to connect with them, supported by internal efforts to
stimulate awareness and interest. In addition, we have invested and will continue to invest in marketing our products and services to grow our brand and help
build community around the world.
Intellectual Property
To establish and protect our proprietary rights, we rely on a combination of patents, trademarks, copyrights, trade secrets, including know-how, license
agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other
contractual rights. In addition, to further protect our proprietary rights, from time to time we have purchased patents and patent applications from third parties.
We do not believe that our proprietary technology is dependent on any single patent or copyright or groups of related patents or copyrights. We believe the
duration of our patents is adequate relative to the expected lives of our products.
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Government Regulation
We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, many of which are still
evolving and being tested in courts, and could be interpreted in ways that could harm our business. These laws and regulations involve matters including
privacy, data use, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content,
integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI
and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility,
telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption and political law
compliance, securities law compliance, and online payment services. Foreign data protection, privacy, content, competition, consumer protection, and other
laws and regulations can impose different obligations or be more restrictive than those in the United States, and create the potential for significant fines to be
imposed.
These U.S. federal and state, EU, and other international laws and regulations, which in some cases can be enforced by private parties in addition to
government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws
and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied
inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. For example, regulatory or legislative actions or
litigation concerning the manner in which we display content to our users, moderate content, provide our services to younger users, or are able to use data in
various ways, including for advertising, or otherwise relating to content that is made available on our products, could adversely affect our financial results,
including by imposing significant fines that increasingly may be calculated based on global revenue. In the United States, in 2023, the U.S. Supreme Court
heard oral argument in a matter in which the scope of the protections available to online platforms under Section 230 of the Communications Decency Act
(Section 230) was at issue, but it ultimately declined to address Section 230 in its decision. In addition, there have been, and continue to be, various efforts to


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remove or restrict the scope of the protections available to online platforms under Section 230, and any such changes may increase our costs or require
significant changes to our products, business practices, or operations, which could adversely affect our business and financial results.
We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain
data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.
If we are unable to transfer data between and among countries and regions in which we operate, or if we are restricted from sharing data among our products
and services, it could affect our ability to provide our services, the manner in which we provide our services or our ability to target ads, which could adversely
affect our financial results. For example, the Privacy Shield, a transfer framework we relied upon for data transferred from the European Union to the United
States, was invalidated in July 2020 by the Court of Justice of the European Union (CJEU). In addition, the other bases upon which Meta relies to transfer such
data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny. For example, although the CJEU upheld the
validity of SCCs as a basis to transfer user data from the European Union to the United States in July 2020, on May 12, 2023, the Irish Data Protection
Committee (IDPC) issued a Final Decision concluding that Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic
Area (EEA) Facebook user data was not in compliance with the European General Data Protection Regulation (GDPR). The IDPC issued an administrative fine
of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into
compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and
the corrective orders are currently subject to an interim stay from the Irish High Court. Separately, on March 25, 2022, the European Union and United States
announced that they had reached an agreement in principle on a new EU-U.S. Data Privacy Framework (EU-U.S. DPF). On October 7, 2022, President Biden


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signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and
the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O.
On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United
States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in
the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF. The
implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the
above corrective orders following engagement with the IDPC. If we are required to take additional steps to comply with the corrective orders, this could
increase the cost and complexity of delivering our products and services in Europe. Furthermore, the EU-U.S. DPF replaces
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two prior adequacy frameworks which were invalidated by the CJEU. A further invalidation of the EU-U.S. DPF by the CJEU could create considerable
uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which
would materially and adversely affect our business, financial condition, and results of operations.
We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations
could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements
under the GDPR, and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead
European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other
requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations
by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes
in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for
non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In
addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on
products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act, as amended by the California Privacy Rights Act,
and similar laws recently enacted by other states also establish certain transparency rules and create certain data privacy rights for users. Some states have also
proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like
comprehensive privacy laws, these laws are evolving and subject to interpretation, and may restrict our ability to offer certain products and services provided to
all or certain cohorts of users in those states, adversely affecting our advertising business. In addition, the European Union's ePrivacy Directive and national
implementation laws impose additional limitations on the use of data across messaging products and include significant penalties for non-compliance. Changes


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to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising
business. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook
and Instagram in the EU, EEA, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in the region a
"subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with
requirements under the GDPR, Digital Markets Act (DMA), and EU consumer laws. These or any similar developments in the future may negatively impact
our user growth and engagement, revenue, and financial results. Similarly, there are a number of legislative proposals or recently enacted laws in the European
Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our
business. For example, the DMA in the European Union imposes new restrictions and requirements on companies like ours, including in areas such as the
combination of data across services, mergers and acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key
requirements will be enforceable against designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to
incur significant compliance costs and make changes to our products or business practices. The requirements under the DMA will likely be subject to further
interpretation and regulatory engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have
similar effects. We are also subject to content-related legislation such as the Digital Services Act (DSA) in the European Union, which started to apply to our
business as of August 2023, imposes certain restrictions and requirements for our products and services, and subjects us to increased compliance costs. The
DSA also includes significant penalties for non-compliance. In addition, some countries, such as India and Turkey, are considering or have passed legislation
implementing data protection requirements, new competition requirements, or requiring local storage and processing of data or similar requirements that could
require substantial changes to our products, increase the cost and complexity of delivering our services, cause us to cease the offering of our products and


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services in certain countries, and/or result in fines or other penalties. New legislation or regulatory decisions that restrict our ability to collect and use
information about minors may also result in limitations on our advertising services or our ability to offer products and services to minors in certain
jurisdictions.
We are, and expect to continue to be, the subject of investigations, inquiries, data requests, requests for information, actions, and audits by government
authorities and regulators in the United States, Europe, and around the world, particularly in the areas of privacy, data use and data protection, including with
respect to processing of sensitive data, data from third parties, data for advertising purposes, data security, minors, safety, law enforcement, consumer
protection, civil rights, content moderation, use of our platform for illegal, illicit, or otherwise objectionable activity, competition, AI, and machine learning.
We are also currently, and may in the future be, subject to regulatory orders or consent decrees, including the modified consent order we entered into with the
U.S. Federal Trade Commission (FTC), which took effect in April 2020 and,
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among other things, required us to significantly enhance our practices and processes for privacy compliance and oversight. The FTC also continues to monitor
us and our compliance with the modified consent order and initiated an administrative proceeding against us, which we are challenging, that alleges deficient
compliance and violations of the Children's Online Privacy Protection Act (COPPA), the COPPA Rule, and Section 5 of the Federal Trade Commission Act and
seeks changes to our business. If we are unsuccessful in our challenge to the FTC's action and the agency imposes its proposed order in its current form, we
would be subject to significant limitations, including on our ability to launch new and modified products or use data of users under 18 years old. Orders issued
by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and
criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business
practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational
harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely
affect our business.
For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
10-K.
Human Capital
At Meta, everything we do is about helping people feel connected and closer, and we are proud of our unique company culture.
We had a global workforce of 67,317 employees as of December 31, 2023, and we have offices in approximately 90 cities around the world. We are
committed to fostering an enriching environment for our workforce and we are focused on supporting our people in doing the best work of their careers. We
offer competitive compensation and a wide range of benefits, including many learning and development resources, and we work to build a diverse and
inclusive workplace.
Beginning in November 2022, we took a number of steps to reduce our expense base. For example, our cost reduction efforts have included scaling back
budgets, reducing company perks, shrinking our real estate footprint, and employee layoffs and restructurings. We make it a priority to treat outgoing


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employees with respect and provide a generous severance package. For U.S. employees, that includes severance of 16 weeks of base pay plus two additional
weeks for every year of service, payment for all remaining paid time off, restricted stock unit vesting through their last day on payroll, health insurance,
coverage of the cost of healthcare for employees and their families for six months, career services that included three months of career support with an external
vendor and early access to unpublished job leads, immigration support that included dedicated immigration specialists to help guide employees based on their
needs. We offer similar support for outgoing employees outside of the United States while taking into account local employment laws.
Employee Learning and Development
We value our investment in growing and keeping a highly skilled workforce. We aim to provide all of our employees with regular performance reviews
twice a year as we believe it is an important part of how we support their growth and career development while also recognizing and rewarding their impact at
Meta. We also offer career development opportunities and work experience programs that extend beyond the physical and virtual classroom. To do this, we
utilize various learning modalities, such as live virtual and in-person learning experiences, on-demand e-learning, self-service resources, learning communities,
and coaching engagements.
The Pulse of Our Workforce
Each year, we conduct company-wide employee surveys to help us understand how employees feel about working at Meta and what we can do to
improve their experience. Our surveys help us measure company, manager, team, and personal experience over time. Further, our more frequent surveys, such
as those that have been administered daily to an ongoing random sample of employees, allow us to measure real-time sentiment around emerging events and
company changes. These surveys are designed to invite feedback and actionable suggestions, inform decisions, and drive change across the company. In 2024,
we expect to update our listening strategy and product capabilities, based on feedback from key groups, to further improve actionability and impact.
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Compensation, Benefits, Health, and Well-being
We offer competitive compensation to attract and retain the best people, and we help care for our people so they can focus on our mission. Our
employees' total compensation package includes market-competitive salary, bonuses or sales incentives, and equity. We generally offer full-time employees
equity at the time of hire and through annual equity grants because we want them to be owners of the company and committed to our long-term success. We
have conducted pay equity analyses for many years, and continue to be committed to pay equity. For example, in July 2023, we announced that our analyses
confirm that we continue to have pay equity across genders globally and by race in the United States for people in similar jobs, accounting for factors such as
location, role, and level.
Through Life@ Meta, our holistic approach to benefits, we continue to provide our employees and their dependents with resources to help them thrive.
We offer a wide range of benefits across areas such as health, family, finance, community, and time away, including family building benefits, family care
resources, retirement savings plans, access to legal services, Meta Resource Groups to build community at Meta, and health and well-being benefits.
Our health and well-being programs are designed to give employees a choice of flexible benefits to help them reach their personal well-being goals. Our
programs are tailored to help boost employee physical and mental health, create financial peace of mind, provide support for families, and help employees
build a strong community. Programs are designed and funded to support needs like autism care, cancer care, transgender services, holistic well-being, including
mental health programs and retirement savings, which represent a few of the ways we support our employees and their dependents.
Diverse and Inclusive Workplace
We work to build a diverse and inclusive workplace where we can leverage our collective cognitive diversity to build the best products and make the
best decisions for the global community we serve.
In our 2023 Responsible Business Practices Report, we published our global diversity and U.S. ethnic diversity workforce data. As of December 31,
2022, our global employee base was composed of 45.4% underrepresented people, with 47.9% underrepresented people in the U.S., and 43.1% of our leaders


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in the U.S. being people of color. As published in our 2023 Responsible Business Practices Report, people with disabilities now represent 7.2% of our U.S.
workforce, and based on voluntary self-identification, veterans represented 2.3% and members of the LGBTQ+ community make up 9.8% of our U.S.
workforce.
We want our products to work for people around the world and we need to grow and keep the best talent in order to do that. We also remain committed
to having a skilled, inclusive and diverse workforce because we believe cognitive diversity fuels innovation. To aid in this effort, we have taken steps to reduce
bias from our hiring processes and performance management systems, as well as offering learning and development courses for our employees.
Corporate Information
We were incorporated in Delaware in July 2004. We completed our initial public offering in May 2012 and our Class A common stock is currently listed
on the Nasdaq Global Select Market under the symbol "META." Our principal executive offices are located at 1 Meta Way, Menlo Park, California 94025, and
our telephone number is (650) 543-4800.
Meta, the Meta logo, Meta Quest, Meta Horizon, Facebook, FB, Instagram, Oculus, WhatsApp, Reels, and our other registered or common law
trademarks, service marks, or trade names appearing in this Annual Report on Form 10-K are the property of Meta Platforms, Inc. or its affiliates. Other
trademarks, service marks, or trade names appearing in this Annual Report on Form 10‑K are the property of their respective owners.
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are filed with the U.S. Securities and Exchange Commission
(SEC). We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC.
Such reports and other information filed by us with the SEC are available free of charge on our website at investor.fb.com when such reports are
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available on the SEC's website. We use our investor.fb.com and about.fb.com/news/ websites as well as Mark Zuckerberg's Facebook Page
(www.facebook.com/zuck), Instagram account (www.instagram.com/zuck), and Threads profile (www.threads.net/zuck) as means of disclosing material non-
public information and for complying with our disclosure obligations under Regulation FD.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC at www.sec.gov.
The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to
be inactive textual references only.
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Item 1A.Risk Factors
Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and
uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements
and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that
we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our
business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our
Class A common stock could decline, and you could lose part or all of your investment.
Summary Risk Factors
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our
business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to,
risks related to:
Risks Related to Our Product Offerings
•our ability to add and retain users and maintain levels of user engagement with our products;
•the loss of, or reduction in spending by, our marketers;
•reduced availability of data signals used by our ad targeting and measurement tools;
•ineffective operation with mobile operating systems or changes in our relationships with mobile operating system partners;
•failure of our new products, or changes to our existing products, to attract or retain users or generate revenue;
Risks Related to Our Business Operations and Financial Results
•our ability to compete effectively;
•fluctuations in our financial results;
•unfavorable media coverage and other risks affecting our ability to maintain and enhance our brands;
•our ability to build, maintain, and scale our technical infrastructure, and risks associated with disruptions in our service, catastrophic events, and
crises;
•operating our business in multiple countries around the world;
•acquisitions and our ability to successfully integrate our acquisitions;
•litigation, including class action lawsuits;
Risks Related to Government Regulation and Enforcement
•government restrictions on access to Facebook or our other products, or other actions that impair our ability to sell advertising, in their countries;


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•complex and evolving U.S. and foreign privacy, data use and data protection, content, competition, consumer protection, and other laws and
regulations, including the General Data Protection Regulation (GDPR), Digital Markets Act (DMA), and Digital Services Act (DSA);
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•the impact of government investigations, enforcement actions, and settlements, including litigation and investigations by privacy, consumer
protection, and competition authorities;
•our ability to comply with regulatory and legislative privacy requirements, including our consent order with the Federal Trade Commission (FTC);
Risks Related to Data, Security, Platform Integrity, and Intellectual Property
•the occurrence of security breaches, improper access to or disclosure of our data or user data, and other cyber incidents, as well as intentional misuse
of our services and other undesirable activity on our platform;
•our ability to obtain, maintain, protect, and enforce our intellectual property rights; and
Risks Related to Ownership of Our Class A Common Stock
•limitations on the ability of holders of our Class A Common Stock to influence corporate matters due to the dual class structure of our common stock
and the control of a majority of the voting power of our outstanding capital stock by our founder, Board Chair, and Chief Executive Officer (CEO).
Risks Related to Our Product Offerings
If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and
business may be significantly harmed.
The size of our active user base and our users' level of engagement across our products are critical to our success. Our financial performance has been
and will continue to be significantly determined by our success in adding, retaining, and engaging active users of our products that deliver ad impressions,
particularly for Facebook and Instagram. We have experienced, and expect to continue to experience, fluctuations and declines in the size of our active user
base in one or more markets from time to time, particularly in markets where we have achieved higher penetration rates. User growth and engagement are also
impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users' engagement with our
products and services, as well as global and regional business, macroeconomic, and geopolitical conditions. For example, the COVID-19 pandemic led to
increases and decreases in the size and engagement of our active user base from period to period at different points during the pandemic. In addition, in
connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and these services were then prohibited by the Russian


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government, which contributed to slight decreases in the size of our active user base following the onset of the war. Any future declines in the size of our active
user base may adversely impact our ability to deliver ad impressions and, in turn, our financial performance.
If people do not perceive our products to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or
increase the frequency and duration of their engagement. A number of other social networking companies that achieved early popularity have since seen their
active user bases or levels of engagement decline, in some cases precipitously. There is no guarantee that we will not experience a similar erosion of our active
user base or engagement levels. Our user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as we and
our competitors introduce new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement,
including if:
•users increasingly engage with other competitive products or services;
•we fail to introduce new features, products, or services that users find engaging or if we introduce new products or services, or make changes to
existing products and services, that are not favorably received;
•users feel that their experience is diminished as a result of the decisions we make with respect to the frequency, prominence, format, size, and quality
of ads that we display;
•users have difficulty installing, updating, or otherwise accessing our products on mobile devices as a result of actions by us or third parties that we rely
on to distribute our products and deliver our services;
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•user behavior on any of our products changes, including decreases in the quality and frequency of content shared on our products and services;
•we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and
networks, and that achieve a high level of market acceptance;
•there are decreases in user sentiment due to questions about the quality or usefulness of our products or our user data practices, concerns about the
nature of content made available on our products, or concerns related to privacy, safety, security, well-being, or other factors;
•we are unable to manage and prioritize information to ensure users are presented with content that is appropriate, interesting, useful, and relevant to
them;
•we are unable to obtain or attract engaging third-party content;
•we are unable to successfully maintain or grow usage of and engagement with applications that integrate with our products;
•users adopt new technologies where our products may be displaced in favor of other products or services, or may not be featured or otherwise
available;
•there are changes mandated by legislation, government and regulatory authorities, or litigation that adversely affect our products or users;
•we are unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, or are otherwise limited
in our business operations, as a result of European courts invalidating the EU-U.S. DPF or regulators, courts, or legislative bodies determining that the
legal bases we rely upon to transfer user data from the European Union to the United States are invalid;
•there is decreased engagement with our products, or failure to accept our terms of service, as part of changes that we have implemented or may
implement in the future, whether voluntarily, in connection with the GDPR, the European Union's ePrivacy Directive, the DMA, the DSA, U.S. state
privacy and youth social media laws including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act
(CPRA), Arkansas Social Media Safety Act, Ohio Parental Notification Act, Utah Social Media Regulation Act, or other laws, regulations, or
regulatory actions, or otherwise;
•technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as
security breaches or failure to prevent or limit spam or otherwise objectionable content, or users feel their experience is diminished as a result of our


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efforts to protect the security and integrity of our platform;
•we adopt terms, policies, or procedures related to areas such as sharing, content, user data, or advertising, or we take, or fail to take, actions to enforce
our policies, that are perceived negatively by our users or the general public, including as a result of decisions or recommendations from the
independent Oversight Board regarding content on our platform;
•we elect to focus our product decisions on longer-term initiatives that do not prioritize near-term user growth and engagement (for example, we have
announced plans to focus product decisions on optimizing the young adult experience in the long term);
•we make changes in our user account login or registration processes or changes in how we promote different products and services across our family
of products;
•initiatives designed to attract and retain users and engagement, including the use of evolving technologies such as generative artificial intelligence, are
unsuccessful or discontinued, whether as a result of actions by us, our competitors, or other third parties, or otherwise;
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•third-party initiatives that may enable greater use of our products, including low-cost or discounted data plans, are scaled back or discontinued, or the
pricing of data plans otherwise increases;
•there is decreased engagement with our products as a result of taxes imposed on the use of social media or other mobile applications in certain
countries, internet shutdowns, or other actions by governments that affect the accessibility of our products in their countries (for example, beginning in
the first quarter of 2022, our user growth and engagement were adversely affected by the war in Ukraine and service restrictions imposed by the
Russian government);
•we fail to provide adequate customer service to users, marketers, developers, or other partners;
•we, developers whose products are integrated with our products, or other partners and companies in our industry are the subject of adverse media
reports or other negative publicity, including as a result of our or their user data practices; or
•our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and
monetize applications, reduce user activity on our products by making it easier for our users to interact and share on third-party applications.
From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. If we are unable to
maintain or increase our user base and user engagement, particularly for our significant revenue-generating products like Facebook and Instagram, our revenue
and financial results may be adversely affected. Any significant decrease in user retention, growth, or engagement could render our products less attractive to
users, marketers, and developers, which is likely to have a material and adverse impact on our ability to deliver ad impressions and, accordingly, our revenue,
business, financial condition, and results of operations. As the size of our active user base fluctuates in one or more markets from time to time, we will become
increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to grow revenue.
We generate substantially all of our revenue from advertising. The loss of marketers, or reduction in spending by marketers, could seriously harm our
business.
Substantially all of our revenue is currently generated from marketers advertising on Facebook and Instagram. As is common in the industry, our
marketers do not have long-term advertising commitments with us. Many of our marketers spend only a relatively small portion of their overall advertising


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budget with us. Marketers will not continue to do business with us, or they will reduce the budgets they are willing to commit to us, if we do not deliver ads in
an effective manner, if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives, or if they
are not satisfied for any other reason. We have implemented, and we will continue to implement, changes to our user data practices. Some of these changes
reduce our ability to effectively target ads, which has to some extent adversely affected, and will continue to adversely affect, our advertising business. If we
are unable to provide marketers with a suitable return on investment, the demand for our ads may not increase, or may decline, in which case our revenue and
financial results may be harmed.
Our advertising revenue can also be adversely affected by a number of other factors, including:
•decreases in user engagement, including time spent on our products;
•our inability to continue to increase user access to and engagement with our products;
•product changes or inventory management decisions we may make that change the size, format, frequency, or relative prominence of ads displayed on
our products or of other unpaid content shared by marketers on our products;
•our inability to maintain or increase marketer demand, the pricing of our ads, or both;
•our inability to maintain or increase the quantity or quality of ads shown to users;
•changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the
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effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google;
•adverse litigation, government actions, or legislative, regulatory, or other legal developments relating to advertising, including developments that may
impact our ability to deliver, target, or measure the effectiveness of advertising;
•user behavior or product changes that may reduce traffic to features or products that we monetize at a higher rate, such as our feed and Stories
products, including as a result of increased usage of our Reels or other video or messaging products;
•reductions of advertising by marketers due to our efforts to implement or enforce advertising policies that protect the security and integrity of our
platform;
•the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our
ads to marketers, or our ability to further improve such tools;
•loss of advertising market share to our competitors, including if prices to purchase our ads increase or if competitors offer lower priced, more
integrated, or otherwise more effective products;
•limitations on our ability to offer a number of our most significant products and services, including Facebook and Instagram, in Europe as a result of
European courts invalidating the EU-U.S. DPF or regulators, courts, or legislative bodies determining that the legal bases we rely upon to transfer user
data from the European Union to the United States are invalid;
•limitations on our ability to deliver ads to users under the age of 18 and, in some cases, to continue to offer certain products or services to certain
cohorts of users, whether voluntarily, as a result of new laws and regulations in the United States and other jurisdictions, or otherwise;
•changes in our marketing and sales or other operations that we are required to or elect to make as a result of risks related to complying with laws or
regulatory requirements or other government actions;
•decisions by marketers to reduce their advertising as a result of announcements by us or adverse media reports or other negative publicity involving
us, our user data practices, our advertising metrics or tools, content on our products, our interpretation, implementation, or enforcement of policies
relating to content on our products (including as a result of decisions or recommendations from the independent Oversight Board), developers with
applications that are integrated with our products, or other companies in our industry;


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applications that are integrated with our products, or other companies in our industry;
•reductions of advertising by marketers due to illegal, illicit, or otherwise objectionable content made available on our products by third parties,
questions about our user data practices or the security of our platform, concerns about brand safety or potential legal liability, or uncertainty regarding
their own legal and compliance obligations;
•the effectiveness of our ad targeting or degree to which users consent to or opt out of the use of data for ads, including as a result of product changes
and controls that we have implemented or may implement in the future in connection with the GDPR, ePrivacy Directive, CCPA, as amended by the
CPRA, DMA, other laws, regulations, regulatory actions, or litigation, or otherwise, that impact our ability to use data for advertising purposes (for
example, in November 2023, in response to regulatory developments in Europe, we began offering our users a "subscription for no ads" alternative in
the EU, EEA, and Switzerland);
•the degree to which users cease or reduce the number of times they engage with our ads;
•changes in the way advertising on mobile devices or on personal computers is measured or priced;
•the success of technologies designed to block the display of ads or ad measurement tools;
•changes in the composition of our marketer base or our inability to maintain or grow our marketer base; and
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•the impact of macroeconomic and geopolitical conditions, whether in the advertising industry in general, or among specific types of marketers or
within particular geographies, which in turn can have broader effects in other regions (for example, the war in Ukraine and service restrictions
imposed by the Russian government have adversely affected our advertising business in Europe and other regions, and advertiser spending also can be
subject to adverse effects from the Israel-Hamas war).
From time to time, certain of these factors have adversely affected our advertising revenue to varying degrees. The occurrence of any of these or other
factors in the future could result in a reduction in demand for our ads, which may reduce the prices we receive for our ads, or cause marketers to stop
advertising with us altogether, either of which would negatively affect our revenue and financial results.
Our ad targeting and measurement tools incorporate data signals from user activity on websites and services that we do not control, as well as signals
generated within our products, and changes to the regulatory environment, third-party mobile operating systems and browsers, and our own products have
impacted, and we expect will continue to impact, the availability of such signals, which will adversely affect our advertising revenue.
Our ad targeting and measurement tools rely on data signals from user activity on websites and services that we do not control, as well as signals
generated within our products, in order to deliver relevant and effective ads to our users, and any changes in our ability to use such signals will adversely affect
our business. For example, legislative and regulatory developments, such as the GDPR, ePrivacy Directive, and CCPA, as amended by the CPRA, have
impacted, and we expect will continue to impact, our ability to use such signals in our ad products. In particular, we have seen increases in the number of users
opting to control certain types of ad targeting in Europe following product changes implemented in connection with our GDPR and ePrivacy Directive
compliance, and we have introduced product changes that limit data signal use for certain users in California following adoption of the CCPA. Judicial and
regulatory guidance, decisions, or enforcement actions, or new legislation in these or other jurisdictions, such as the DMA, may require us to make additional
changes to our products in the future that further reduce our ability to use these signals, which has occurred in the past. For example, in response to regulatory


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developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the European Union, European
Economic Area, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in the region a "subscription for no
ads" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR,
DMA, and EU consumer laws.
In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future
plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple
made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers'
ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers
are willing to commit to us and other advertising platforms. In addition, we have implemented, and may continue to implement, product changes that give users
the ability to limit our use of such data signals to improve ads and other experiences on our products and services, including changes implemented in
connection with the GDPR, ePrivacy Directive, DMA, and other regulatory frameworks.
These developments have limited our ability to target and measure the effectiveness of ads on our platform and negatively impacted our advertising
revenue. For example, our advertising revenue has been negatively impacted by marketer reaction to targeting and measurement challenges associated with iOS
changes beginning in 2021. If we are unable to mitigate these developments as they take further effect in the future, our targeting and measurement capabilities
will be materially and adversely affected, which would in turn significantly impact our advertising revenue.
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Our user growth, engagement, and monetization on mobile devices depend upon effective operation with mobile operating systems, networks, technologies,
products, and standards that we do not control.
The substantial majority of our revenue is generated from advertising on mobile devices. There is no guarantee that popular mobile devices will continue
to feature our products, or that mobile device users will continue to use our products rather than competing products. We are dependent on the interoperability
of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS
operating systems and mobile browsers. Changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system
partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application of their terms of service or policies (which they have
made in the past and continue to seek to implement) that degrade our products' functionality, reduce or eliminate our ability to update or distribute our products,
give preferential treatment to competitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the
distribution of our products or our delivery of ads have adversely affected, and could in the future adversely affect, the usage of our products and monetization
on mobile devices. For example, Apple previously released an update to its Safari browser that limits the use of third-party cookies, which reduces our ability
to provide the most relevant ads to our users and impacts monetization, and also released changes to iOS that limit our ability to target and measure ads
effectively, while expanding their own advertising business. In addition, in January 2024, Google began the process of phasing out third-party cookies in its
Chrome browser. We expect that any similar changes to Apple's, Google's, or other browser or mobile platforms will further limit our ability to target and
measure the effectiveness of ads and impact monetization. Additionally, in order to deliver high quality mobile products, it is important that our products work
well with a range of mobile technologies, products, systems, networks, and standards that we do not control, and that we have good relationships with handset
manufacturers, mobile carriers, and browser developers. We may not be successful in maintaining or developing relationships with key participants in the
mobile ecosystem or in developing products that operate effectively with these technologies, products, systems, networks, or standards. In the event that it is


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more difficult for our users to access and use our products on their mobile devices, or if our users choose not to access or use our products on their mobile
devices or use mobile products that do not offer access to our products, our user growth and user engagement could be harmed. From time to time, we may also
take actions regarding the distribution of our products or the operation of our business based on what we believe to be in our long-term best interests. Such
actions may adversely affect our users and our relationships with the operators of mobile operating systems, handset manufacturers, mobile carriers, browser
developers, other business partners, or advertisers, and there is no assurance that these actions will result in the anticipated long-term benefits. In the event that
our users are adversely affected by these actions or if our relationships with such third parties deteriorate, our user growth, engagement, and monetization could
be adversely affected and our business could be harmed. We have experienced challenges in operating with mobile operating systems, networks, technologies,
products, and standards that we do not control, and any such occurrences in the future may negatively impact our user growth, engagement, and monetization
on mobile devices, which may in turn materially and adversely affect our business and financial results.
Our new products and changes to existing products could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our
business.
Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing
products and to create successful new products, both independently and in conjunction with developers or other third parties. We may introduce significant
changes to our existing products or acquire or introduce new and unproven products, including using technologies with which we have little or no prior
development or operating experience. For example, we have relatively limited experience with consumer hardware products and virtual and augmented reality
technology, which may adversely affect our ability to successfully develop and market these evolving products and technologies. We are also making
significant investments in artificial intelligence (AI) initiatives across our business. For example, we recently launched new AI features on our products,
including conversational AIs, stickers, and editing tools. We continue to incur substantial costs, and we may not be successful in generating profits, in
connection with these efforts.
In addition, we have invested, and expect to continue to invest, significant resources in growing our messaging products to support increasing usage of


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such products. We have historically monetized messaging in only a limited fashion, and we may not be successful in our efforts to generate meaningful revenue
or profits from messaging over the long term. We also recently commenced implementation of end-to-end encryption across our messaging services on
Facebook and Instagram, which has been subject to governmental and regulatory scrutiny in multiple jurisdictions.
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If our new products or changes to existing products fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail
to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely
affected.
We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
We are making significant investments in AI initiatives, including generative AI, to, among other things, recommend relevant content across our
products, enhance our advertising tools, develop new products, and develop new features for existing products. In particular, we expect our AI initiatives will
require increased investment in infrastructure and headcount.
There are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or
services or be beneficial to our business, including our efficiency or profitability. For example, our AI-related efforts, particularly those related to generative AI,
subject us to risks related to harmful or illegal content, accuracy, misinformation (including related to elections), bias, discrimination, toxicity, intellectual
property infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. It is also uncertain how
various laws related to online services, intermediary liability, and other issues will apply to content generated by AI. In addition, we are subject to the risks of
new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and
AI, activities that threaten people's safety or well-being on- or offline, or other complications that could adversely affect our business, reputation, or financial
results.
As a result of the complexity and rapid development of AI, it is also the subject of evolving review by various governmental and regulatory agencies in
jurisdictions around the world, which are applying, or are considering applying, platform moderation, intellectual property, cybersecurity, and data protection
laws to AI and/or are considering general legal frameworks on AI. We may not always be able to anticipate how courts and regulators will apply existing laws
to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these frameworks as they are still rapidly evolving. We may also
have to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions.


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Further, we face significant competition from other companies that are developing their own AI features and technologies. Other companies may
develop AI features and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of
development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with
our ability to make, use, or sell our own AI features. Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to
specific third-party equipment and other physical infrastructure, such as processing hardware and network capacity, as to which we cannot control the
availability or pricing, especially in a highly competitive environment.
We are also developing AI technology that we make available via open source, commercial, and non-commercial license agreements to third-parties that
can use this technology for use in their own products and services. We may not have insight into, or control over, the practices of third parties who may utilize
such AI technologies. As such, we cannot guarantee that third parties will not use such AI technologies for improper purposes, including through the
dissemination of illegal, inaccurate, defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or discrimination,
cybersecurity attacks, data privacy violations, other activities that threaten people's safety or well-being on- or offline, or to develop competing technologies.
While we may mitigate certain risks associated with the improper use of our AI models through both technical measures and the inclusion of contractual
restrictions on third-party use in any agreement between us and any third party, we cannot guarantee that such measures will be effective. Such improper use by
any third party could adversely affect our business, reputation, or financial results or subject us to legal liability.
It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may
adversely affect our ability to develop and use AI or subject us to legal liability.
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We make product and investment decisions that may not prioritize short-term financial results and may not produce the long-term benefits that we expect.
We frequently make product and investment decisions that may not prioritize short-term financial results if we believe that the decisions are consistent
with our mission and benefit the aggregate user experience and will thereby improve our financial performance over the long term. For example, we have
implemented, and we will continue to implement, changes to our user data practices. Some of these changes reduce our ability to effectively target ads, which
has to some extent adversely affected, and will continue to adversely affect, our advertising business. For example, our Off-Facebook Activity tool enables
users to place limits on our storage and use of information about their interactions with advertisers' apps and websites, which reduces our ability to deliver the
most relevant and effective ads to our users. Similarly, from time to time we update our feed display and ranking algorithms or other product features to
improve the user experience, and these changes have had, and may in the future have, the effect of reducing time spent and some measures of user engagement
with our products, which could adversely affect our financial results. From time to time, we also change the size, frequency, or relative prominence of ads as
part of our product and monetization strategies. In addition, we have made, and we expect to continue to make, other changes to our products which may
adversely affect the distribution of content of publishers, marketers, and developers, and could reduce their incentive to invest in their efforts on our products.
We also may introduce new features or other changes to existing products, or introduce new stand-alone products, that attract users away from properties,
formats, or use cases where we have more proven means of monetization, such as our feed products. In addition, as we focus on growing users and engagement
across our family of products, from time to time these efforts have reduced, and may in the future reduce, engagement with one or more products and services
in favor of other products or services that we monetize less successfully or that are not growing as quickly. For example, we plan to continue to promote Reels,
which we expect will continue to monetize at a lower rate than our feed and Stories products for the foreseeable future. These decisions may adversely affect
our business and results of operations and may not produce the long-term benefits that we expect.


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We may not be successful in our metaverse strategy and investments, which could adversely affect our business, reputation, or financial results.
We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in
social technology. In 2021, we announced a shift in our business and product strategy to focus on helping to bring the metaverse to life. We expect this will be a
complex, evolving, and long-term initiative that will involve the development of new and emerging technologies, continued investment in infrastructure as well
as privacy, safety, and security efforts, and collaboration with other companies, developers, partners, and other participants. However, the metaverse may not
develop in accordance with our expectations, and market acceptance of features, products, or services we build for the metaverse is uncertain. We regularly
evaluate our product roadmaps and make significant changes as our understanding of the technological challenges and market landscape and our product ideas
and designs evolve. In addition, we have relatively limited experience with consumer hardware products and virtual and augmented reality technology, which
may enable other companies to compete more effectively than us. We may be unsuccessful in our research and product development efforts, including if we are
unable to develop relationships with key participants in the metaverse or develop products that operate effectively with metaverse technologies, products,
systems, networks, or standards. Our metaverse efforts may also divert resources and management attention from other areas of our business. We expect to
continue to make significant investments in virtual and augmented reality and other technologies to support these efforts, and our ability to support these efforts
is dependent on generating sufficient profits from other areas of our business. In addition, as our metaverse efforts evolve, we may be subject to a variety of
existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, competition, content
regulation, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs,
require significant management time and attention, or otherwise harm our business. As a result of these or other factors, our metaverse strategy and investments
may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results.
If we are not able to maintain and enhance our brands, our ability to maintain or expand our base of users, marketers, and developers may be impaired,


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and our business and financial results may be harmed.
We believe that our brands have significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands is
critical to maintaining and expanding our base of users, marketers, and developers. Many of our new users are referred by existing users. Maintaining and
enhancing our brands will depend largely on our ability to continue to provide useful, reliable, trustworthy, and innovative products, which we may not do
successfully. We may introduce new products, terms of service, or policies that users do not like, which may negatively affect our brands.
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Additionally, the actions of our developers or advertisers may affect our brands if users do not have a positive experience using third-party applications
integrated with our products or interacting with parties that advertise through our products. We will also continue to experience media, legislative, or regulatory
scrutiny of our actions or decisions regarding user privacy, data use, encryption, content, product design, algorithms, advertising, competition, generative AI,
younger users, and other issues, including actions or decisions in connection with elections or geopolitical events, which has adversely affected, and may in the
future adversely affect, our reputation and brands. For example, beginning in September 2021, we became the subject of media, legislative, and regulatory
scrutiny as a result of a former employee's allegations and release of internal company documents relating to, among other things, our algorithms, advertising
and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. In addition,
in March 2018, we announced developments regarding the misuse of certain data by a developer that shared such data with third parties in violation of our
terms and policies. We also may fail to respond expeditiously or appropriately to the sharing of content on our services, or to practices by advertisers or
developers, that are illegal, illicit, or in violation of our policies, or fail to otherwise enforce our policies, address objectionable content or practices on our
services, or address other user concerns, which has occurred in the past and which could erode confidence in our brands.
Our brands may also be negatively affected by the actions of users that are deemed to be hostile or inappropriate to other users, by the actions of users
acting under false or inauthentic identities, by the use of our products or services to disseminate information that is deemed to be misleading (or intended to
manipulate opinions), by perceived or actual efforts by governments to obtain access to user information for security-related purposes or to censor certain
content on our platform, by the use of our products or services for illicit or objectionable ends, including, for example, any such actions around geopolitical
events or elections in the United States and around the world, by decisions or recommendations regarding content on our platform from the independent
Oversight Board, by research or media reports concerning the perceived or actual impacts of our products or services on user well-being, by our decisions


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regarding whether to remove content or suspend participation on our platform by persons who violate our community standards or terms of service, or by any
negative sentiment associated with our management.
Maintaining and enhancing our brands will require us to make substantial investments and these investments may not be successful. Certain of our
actions, such as the foregoing matter regarding developer misuse of data and concerns around our handling of political speech and advertising, hate speech, and
other content, as well as user well-being issues, have eroded confidence in our brands and may continue to do so in the future. If we fail to successfully
promote and maintain our brands or if we incur excessive expenses in this effort, our business and financial results may be adversely affected.
We may not be able to continue to successfully maintain or grow usage of and engagement with applications that integrate with our products.
We have made and are continuing to make investments to enable developers to build, grow, and monetize applications that integrate with our products.
Such existing and prospective developers may not be successful in building, growing, or monetizing applications that create and maintain user engagement.
Additionally, developers may choose to build on other platforms, including platforms controlled by third parties, rather than building products that integrate
with our products. We are continuously seeking to balance the distribution objectives of our developers with our desire to provide an optimal user experience,
and we may not be successful in achieving a balance that continues to attract and retain such developers. For example, from time to time, we have taken actions
to reduce the volume of communications from these developers to users on our products with the objective of enhancing the user experience, and such actions
have reduced distribution from, user engagement with, and our monetization opportunities from, applications integrated with our products. In addition, as part
of our efforts related to privacy, safety, and security, we conduct investigations and audits of platform applications from time to time, and we also have
announced several product changes that restrict developer access to certain user data. In some instances, these actions, as well as other actions to enforce our
policies applicable to developers, have adversely affected, or will adversely affect, our relationships with developers. If we are not successful in our efforts to
maintain or grow the number of developers that choose to build products that integrate with our products or if we are unable to continue to build and maintain
good relations with such developers, our user growth and user engagement and our financial results may be adversely affected.
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Risks Related to Our Business Operations and Financial Results
Our business is highly competitive. Competition presents an ongoing threat to the success of our business.
We compete with companies providing connection, sharing, discovery, and communication products and services to users online, as well as companies
that sell advertising to businesses looking to reach consumers and/or develop tools and systems for managing and optimizing advertising campaigns. We face
significant competition in every aspect of our business, including, but not limited to, companies that facilitate the ability of users to create, share, communicate,
and discover content and information online or enable marketers to reach their existing or prospective audiences. We compete to attract, engage, and retain
people who use our products, to attract and retain businesses that use our free or paid business and advertising services, and to attract and retain developers who
build compelling applications that integrate with our products. We also compete with companies that develop and deliver consumer hardware and virtual and
augmented reality products and services. We also expect to face additional competition as we introduce or acquire new products, as our existing products
evolve, or as other companies introduce new products and services, including as part of efforts to develop the metaverse or innovate through the development
and application of new technologies such as AI.
Some of our current and potential competitors may have greater resources, experience, or stronger competitive positions in certain product segments,
geographic regions, or user demographics than we do. For example, some of our competitors may be domiciled in different countries and subject to political,
legal, and regulatory regimes that enable them to compete more effectively than us. These factors may allow our competitors to respond more effectively than
us to new or emerging technologies and changes in market conditions. We believe that some users, particularly younger users, are aware of and actively
engaging with other products and services similar to, or as a substitute for, our products and services, and we believe that some users have reduced their use of
and engagement with our products and services in favor of these other products and services. In addition, from time to time we make updates to our products
and services to improve the user experience (including to help provide users with safe, positive, age-appropriate experiences), and these changes have had, and
may in the future have, the effect of reducing time spent and some measures of user engagement with our products and services. In the event that users


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increasingly engage with other products and services, we may experience a decline in use and engagement in key user demographics or more broadly, in which
case our business would likely be harmed.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater acceptance, may undertake more far-reaching
and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Some competitors may gain a competitive
advantage against us in areas where we operate, including: by making acquisitions; by limiting our ability to deliver, target, or measure the effectiveness of ads;
by imposing fees or other charges related to our applications or our delivery of ads; by making access to our products more difficult or impossible; by making it
more difficult to communicate with our users; or by integrating competing platforms, applications, or features into products they control such as mobile device
operating systems, search engines, browsers, or e-commerce platforms. For example, each of Apple and Google have integrated competitive products with iOS
and Android, respectively. In addition, Apple has released changes to iOS that limit our ability, and the ability of others in the digital advertising industry, to
target and measure ads effectively. As a result, our competitors may, and in some cases will, acquire and engage users or generate advertising or other revenue
at the expense of our own efforts, which would negatively affect our business and financial results. In addition, from time to time, we may take actions in
response to competitive threats, but we cannot assure you that these actions will be successful or that they will not negatively affect our business and financial
results.
We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:
•the popularity, usefulness, ease of use, performance, and reliability of our products compared to our competitors' products;
•the size and composition of our user base;
•the engagement of users with our products and competing products;
•our ability to attract and retain businesses who use our free or paid business and advertising services;
•the timing and market acceptance of products, including developments and enhancements to our or our competitors' products;
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•our safety and security efforts and our ability to protect user data and to provide users with control over their data;
•our ability to distribute our products to new and existing users;
•our ability to monetize our products;
•the frequency, size, format, quality, and relative prominence of the ads displayed by us or our competitors;
•customer service and support efforts;
•marketing and selling efforts, including our ability to measure the effectiveness of our ads and to provide marketers with a compelling return on their
investments;
•our ability to establish and maintain developers' interest in building applications that integrate with our products;
•our ability to establish and maintain publisher interest in integrating their content with our products;
•changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on us;
•acquisitions or consolidation within our industry, which may result in more formidable competitors;
•our ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers;
•our ability to cost-effectively manage our operations; and
•our reputation and brand strength relative to those of our competitors.
If we are not able to compete effectively, our user base, level of user engagement, and ability to deliver ad impressions may decrease, we may become
less attractive to developers and marketers, and our revenue and results of operations may be materially and adversely affected.
Our financial results will fluctuate from quarter to quarter and are difficult to predict.
Our quarterly financial results have fluctuated in the past and will fluctuate in the future. Additionally, we have a limited operating history with the
current scale of our business, which makes it difficult to forecast our future results. As a result, you should not rely upon our past quarterly financial results as
indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets.
Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control,
including:
•our ability to maintain and grow our user base and user engagement, particularly for our products that deliver ad impressions;
•our ability to attract and retain marketers in a particular period;
•our ability to recognize revenue or collect payments from marketers or advertising agencies or resellers in a particular period;


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•fluctuations in spending by our marketers due to seasonality, such as historically strong spending in the fourth quarter of each year, episodic regional
or global events, or other factors;
•the frequency, prominence, size, format, and quality of ads shown to users;
•the success of technologies designed to block the display of ads;
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•changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the effectiveness of advertising,
including changes by mobile operating system and browser providers such as Apple and Google;
•the pricing of our ads and other products;
•the diversification and growth of revenue sources beyond advertising on Facebook and Instagram;
•our ability to generate revenue from Payments, or the sale of our consumer hardware products or other products we may introduce in the future;
•changes to existing products or services or the development and introduction of new products or services by us or our competitors;
•user behavior or product changes that may reduce traffic to features or products that we successfully monetize;
•increases in marketing, sales, and other operating expenses that we will incur to grow and expand our business and to remain competitive, including
costs related to our data centers and technical infrastructure;
•costs related to our privacy, safety, security, and content review efforts, including as a result of implementing changes to our practices, whether
voluntarily, in connection with laws, regulations, regulatory actions, or decisions or recommendations from the independent Oversight Board, or
otherwise;
•costs and expenses related to the development, manufacturing, and delivery of our consumer hardware products;
•our ability to maintain gross margins and operating margins;
•costs related to acquisitions, including costs associated with amortization and additional investments to develop the acquired technologies;
•charges associated with impairment or abandonment of any assets on our balance sheet, including as a result of changes to our real property lease
arrangements and data center assets;
•our ability to obtain equipment, components, and labor for our data centers and other technical infrastructure in a timely and cost-effective manner;
•system failures or outages or government blocking that prevent us from serving ads for any period of time;
•breaches of security or privacy, and the costs associated with any such breaches and remediation;
•changes in the manner in which we distribute our products or inaccessibility of our products due to third-party actions;
•fees paid to third parties for content or the distribution of our products;
•refunds or other concessions provided to advertisers;
•share-based compensation expense, including acquisition-related expense;
•adverse litigation judgments, settlements, or other litigation-related costs;


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•adverse litigation judgments, settlements, or other litigation-related costs;
•changes in the legislative or regulatory environment, including with respect to privacy, data protection, antitrust, content, or AI, or actions by
governments or regulators, including fines, orders, or consent decrees;
•the overall tax rate for our business, which is affected by the mix of income we earn in the U.S. and in jurisdictions with different tax rates, the effects
of share-based compensation, the effects of integrating intellectual property from
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acquisitions, the effects of changes in our business or structure, and the effects of discrete items such as legal and tax settlements and tax elections;
•the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or
interpretations are issued, and may significantly affect the effective tax rate of that period;
•tax obligations that may arise from resolutions of tax examinations, including the examination we are currently under by the Internal Revenue Service
(IRS), that materially differ from the amounts we have anticipated;
•fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;
•trading activity in our share repurchase program;
•fluctuations in the market values of our investments in marketable securities, in the valuation of our non-marketable equity securities, and in interest
rates;
•the incurrence of indebtedness or our ability to refinance existing indebtedness on acceptable terms;
•changes in U.S. generally accepted accounting principles; and
•changes in regional or global business, macroeconomic, or geopolitical conditions, which may impact the other factors described above.
Unfavorable media coverage negatively affects our business.
We receive a high degree of media coverage around the world. Our reputation has been, and could in the future be, adversely affected by unfavorable
publicity regarding, for example, our privacy practices, advertising policies, product decisions, product quality, litigation or regulatory activity, government
surveillance, the actions of our advertisers, the actions of our developers whose products are integrated with our products, the use of our products or services
for illicit or objectionable ends, the substance or enforcement of our community standards, terms of service, or other policies, the actions of our users, the
quality and integrity of content shared on our platform, the perceived or actual impacts of our products or services on user well-being, our management, or the
actions of other companies that provide similar services to ours. For example, we have been the subject of significant media coverage involving concerns
around our handling of political speech and advertising, hate speech, and other content, as well as user well-being issues, and we continue to receive negative
publicity related to these topics. Beginning in September 2021, we became the subject of significant media coverage as a result of allegations and the release of


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internal company documents by a former employee. In addition, we have been, and may in the future be, subject to negative publicity in connection with our
handling of misinformation and other illicit or objectionable use of our products or services, including in connection with geopolitical events and elections in
the United States and around the world. Any such negative publicity could have an adverse effect on the size, engagement, and loyalty of our user base and
marketer demand for advertising on our products, which could result in decreased revenue and adversely affect our business and financial results, and we have
experienced such adverse effects to varying degrees from time to time.
We are subject to the risk of catastrophic events and crises, which may have a significant adverse impact on our business and operations.
We are subject to the risk of public health crises such as pandemics, earthquakes, adverse weather conditions, other natural disasters, terrorism,
geopolitical conflict, other physical security threats, power loss, cyber-attacks, and other catastrophic events and crises. For example, the COVID-19 pandemic
previously significantly impacted our business and results of operations. In particular, the pandemic resulted in authorities implementing numerous
preventative measures from time to time to contain or mitigate the outbreak of the virus, such as travel bans and restrictions, limitations on business activity,
quarantines, and shelter-in-place orders, which caused business slowdowns or shutdowns in certain affected countries and regions. These developments led to
volatility in the demand for and pricing of our advertising services at various points throughout the pandemic, and we may experience similar effects in the
future as a result of the pandemic or other catastrophic events. Such events also expose our business, operations, and workforce to a variety of other risks,
including:
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•volatility in the size of our user base and user engagement;
•delays in product development or releases, or reductions in manufacturing production and sales of consumer hardware, as a result of inventory
shortages, supply chain or labor shortages;
•significant volatility and disruption of global financial markets, which could cause fluctuations in currency exchange rates or negatively impact our
ability to access capital in the future;
•illnesses to key employees, or a significant portion of our workforce, which may result in inefficiencies, delays, and disruptions in our business; and
•increased volatility and uncertainty in the financial projections we use as the basis for estimates used in our financial statements.
Any of these developments may adversely affect our business, harm our reputation, or result in legal or regulatory actions against us.
We incur significant expenses in operating our business, and some of our investments, particularly our investments in Reality Labs, have the effect of
reducing our operating margin and profitability. If our investments are not successful longer-term, our business and financial performance will be
harmed.
We incur significant expenses in operating our business, and we expect our expenses to continue to increase in the future as we broaden our user base, as
users increase the amount and types of content they consume and the data they share with us, for example with respect to video, as we develop and implement
new products, as we market new and existing products and promote our brands, as we continue to expand our technical infrastructure, as we continue to invest
in new and unproven technologies, including AI and machine learning, and as we continue our efforts to focus on privacy, safety, security, and content review.
We have recently undertaken cost reduction measures in light of a more challenging operating environment, which may adversely affect these or other business
initiatives, and some of these measures have involved, and may in the future involve, up-front charges and outlays of cash to reduce certain longer-term
expenses. In addition, from time to time we are subject to settlements, judgments, fines, or other monetary penalties in connection with legal and regulatory
developments that may be material to our business. We are also continuing to increase our investments in new platforms and technologies, including as part of
our efforts related to building the metaverse. Some of these investments, particularly our significant investments in Reality Labs, have generated only limited


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revenue and reduced our operating margin and profitability, and we expect the adverse financial impact of such investments to continue for the foreseeable
future. For example, our investments in Reality Labs reduced our 2023 overall operating profit by approximately $16.12 billion, and we expect our Reality
Labs investments and operating losses to increase meaningfully in 2024. If our investments are not successful longer-term, our business and financial
performance will be harmed.
Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption in our products and services
could damage our reputation, result in a potential loss of users and engagement, and adversely affect our financial results.
Our reputation and ability to attract, retain, and serve our users is dependent upon the reliable performance of our products and services and our
underlying technical infrastructure. We have experienced, and may in the future experience, interruptions in the availability or performance of our products and
services from time to time. Our systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid
performance delays or outages that could be harmful to our business. If our products or services are unavailable when users attempt to access them, or if they
do not load as quickly as expected, users may not use our products or services as often in the future, or at all, and our ability to serve ads may be disrupted, any
of which could adversely affect our business and financial performance. We have experienced such issues to varying degrees from time to time. In addition, as
the amount and types of information shared on our products continue to grow and evolve, as the usage patterns of our global community continue to evolve,
and as our internal operational demands continue to grow, especially with the deployment of AI technologies, we will need an increasing amount of technical
infrastructure, including network capacity and computing power, to continue to satisfy our needs. It is possible that we may fail to continue to effectively scale
and grow our technical infrastructure to accommodate these increased demands, which may adversely affect our user engagement and advertising revenue. In
addition, our business may be subject to interruptions, delays, or failures resulting from earthquakes, adverse weather conditions, other natural
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disasters, power loss, terrorism, geopolitical conflict, other physical security threats, cyber-attacks, or other catastrophic events and crises. Global climate
change could result in certain types of natural disasters occurring more frequently or with more intense effects. Any such events may result in users being
subject to service disruptions or outages and we may not be able to recover our technical infrastructure and user data in a timely manner to restart or provide
our services, which may adversely affect our financial results. We also have been, and may in the future be, subject to increased energy and/or other costs to
maintain the availability or performance of our products and services in connection with any such events.
A substantial portion of our technical infrastructure is provided by third parties. Any disruption or failure in the services we receive from these providers
could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial or other difficulties these providers face
may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they
provide. We have experienced, and expect to continue to experience, various challenges with the supply chain related to supporting our technical infrastructure.
As a result, we have adjusted, and may continue to adjust in the future, our procurement practices to adapt to the evolving landscape. We may not be able to
secure sufficient components, equipment, or services from third parties to satisfy our needs, or we may be required to procure such components, equipment, or
services on unfavorable terms.
Any of these developments may result in interruptions in the availability or performance of our products or services, require unfavorable changes to
existing products or services, delay the introduction of future products or services, or otherwise adversely affect our business and financial results.
We have experienced, and could experience in the future, difficulties in building and operating key portions of our technical infrastructure.
We have designed and built our own data centers and key portions of our technical infrastructure through which we serve our products, and we plan to
continue to significantly expand the size of our infrastructure primarily through data centers, subsea and terrestrial fiber optic cable systems, and other projects.
The infrastructure expansion we are undertaking is complex and involves projects in multiple locations around the world, including in developing regions that
expose us to increased risks relating to anti-corruption compliance, trade compliance, and political challenges, among others. We have changed, suspended, and


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terminated certain of these projects as a result of various factors, and may continue to do so in the future. Additional unanticipated delays or disruptions in the
completion of these projects, including due to the availability of components, power, or network capacity, or any shortage of labor necessary in building
portions of such projects, challenges in obtaining required government or regulatory approvals, or other geopolitical challenges or actions by governments,
whether as a result of trade disputes or otherwise, may lead to increased project costs, operational inefficiencies, interruptions in the delivery or degradation of
the quality or reliability of our products and services, or impairment of assets on our balance sheet. For example, like others in our industry, we rely on certain
third-party equipment and components for our technical infrastructure that are manufactured by a small number of third parties, often with significant
operations in a single region such as Asia. Any of the foregoing delays or disruptions, including actions by governments or geopolitical events such as
international conflicts, could result in tariffs, sanctions, export controls, and other measures that restrict international trade, could reduce or eliminate the ability
of our suppliers, manufacturers, or other third-party providers to continue their operations to manufacture, or limit or eliminate our ability to purchase, key
components of our technical infrastructure.
In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may
only become evident after we have started to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs.
Further, much of our technical infrastructure is located outside the United States, and action by a foreign government, or our response to such government
action, has resulted, and may result in the future, in the impairment of a portion of our technical infrastructure, which may interrupt the delivery or degrade the
quality or reliability of our products and lead to a negative user experience or increase our costs. Any of these events could adversely affect our business,
reputation, or financial results.
Real or perceived inaccuracies in our community and other metrics may harm our reputation and negatively affect our business.
The numbers for our key metrics, which include our Family metrics (DAP, MAP, and average revenue per person (ARPP)) and Facebook metrics
(DAUs, MAUs, and average revenue per user (ARPU)), are calculated using internal company data based on the activity of user accounts. While these numbers


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are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring
usage of our products across large online and mobile populations around the world. The methodologies used to measure these metrics
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require significant judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our estimates of
our user base, and such estimates may change due to improvements or changes in our methodology. We regularly review our processes for calculating these
metrics, and from time to time we discover inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in adjustments to our
historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different
methodologies for such adjustments. We generally do not intend to update previously disclosed Family metrics for any such inaccuracies or adjustments that
are within the error margins disclosed below.
In addition, our Family metrics and Facebook metrics estimates will differ from estimates published by third parties due to differences in methodology
or other factors such as data limitations or other challenges in measuring large online and mobile populations. For example, our Family metrics estimates in
some instances exceed estimates of addressable online and mobile populations that are based on data published by third parties.
Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual
product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not
reflect the actual size of our community. Rather, our Family metrics represent our estimates of the number of unique people using at least one of Facebook,
Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and
therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex
techniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user
accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of
accounts as one person. These techniques and models require significant judgment, are subject to data and other limitations discussed below, and inherently are
subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user survey data, which itself is
subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin generally will be


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approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people,
and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error
margins. As a result, it is also possible that our Family metrics may indicate changes or trends in user numbers that do not match actual changes or trends.
To calculate our estimates of Family DAP and MAP, we currently use a series of machine learning models that are developed based on internal reviews
of limited samples of user accounts and calibrated against user survey data. We apply significant judgment in designing these models and calculating these
estimates. For example, to match user accounts within individual products and across multiple products, we use data signals such as similar device information,
IP addresses, and user names. We also calibrate our models against data from periodic user surveys of varying sizes and frequency across our products, which
are inherently subject to error. The timing and results of such user surveys have in the past contributed, and may in the future contribute, to changes in our
reported Family metrics from period to period. In addition, our data limitations may affect our understanding of certain details of our business and increase the
risk of error for our Family metrics estimates. Our techniques and models rely on a variety of data signals from different products, and we rely on more limited
data signals for some products compared to others. For example, as a result of limited visibility into encrypted products, we have fewer data signals from
WhatsApp user accounts and primarily rely on phone numbers and device information to match WhatsApp user accounts with accounts on our other products.
Any loss of access to data signals we use in our process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party
browser or mobile platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our reported Family metrics,
as well as our ability to report these metrics at all. Our estimates of Family metrics also may change as our methodologies evolve, including through the
application of new data signals or technologies, product changes, or other improvements in our user surveys, algorithms, or machine learning that may improve
our ability to match accounts within and across our products or otherwise evaluate the broad population of our users. In addition, such evolution may allow us
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to identify previously undetected violating accounts (as defined below).
We regularly evaluate our Family metrics to estimate the percentage of our MAP consisting solely of "violating" accounts. We define "violating"
accounts as accounts which we believe are intended to be used for purposes that violate our terms of service, including bots and spam. In the fourth quarter of
2023, we estimated that approximately 3% of our worldwide MAP consisted solely of violating accounts. Such estimation is based on an internal review of a
limited sample of accounts, and we apply significant judgment in making this determination. For example, we look for account information and behaviors
associated with Facebook and Instagram accounts that appear to be inauthentic to the reviewers, but we have
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limited visibility into WhatsApp user activity due to encryption. In addition, if we believe an individual person has one or more violating accounts, we do not
include such person in our violating accounts estimation as long as we believe they have one account that does not constitute a violating account. From time to
time, we disable certain user accounts, make product changes, or take other actions to reduce the number of violating accounts among our users, which may
also reduce our DAP and MAP estimates in a particular period. Violating accounts are very difficult to measure at our scale, and it is possible that the actual
number of violating accounts may vary significantly from our estimates.
We also regularly evaluate our Facebook metrics to estimate the number of "duplicate" and "false" accounts among our MAUs. A duplicate account is
one that a user maintains in addition to his or her principal account. We divide "false" accounts into two categories: (1) user-misclassified accounts, where users
have created personal profiles for a business, organization, or non-human entity such as a pet (such entities are permitted on Facebook using a Page rather than
a personal profile under our terms of service); and (2) violating accounts, which represent user profiles that we believe are intended to be used for purposes that
violate our terms of service, such as bots and spam. The estimates of duplicate and false accounts are based on an internal review of a limited sample of
accounts, and we apply significant judgment in making this determination. For example, to identify duplicate accounts we use data signals such as identical IP
addresses and similar user names, and to identify false accounts we look for names that appear to be fake or other behavior that appears inauthentic to the
reviewers. Any loss of access to data signals we use in this process, whether as a result of our own product decisions, actions by third-party browser or mobile
platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our estimates of duplicate and false accounts.
Our estimates also may change as our methodologies evolve, including through the application of new data signals or technologies or product changes that may
allow us to identify previously undetected duplicate or false accounts and may improve our ability to evaluate a broader population of our users. Duplicate and
false accounts are very difficult to measure at our scale, and it is possible that the actual number of duplicate and false accounts may vary significantly from our
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estimates.
In the fourth quarter of 2023, we estimated that duplicate accounts may have represented approximately 10% of our worldwide MAUs. We believe the
percentage of duplicate accounts is meaningfully higher in developing markets such as the Philippines and Vietnam, as compared to more developed markets.
In the fourth quarter of 2023, we estimated that false accounts may have represented approximately 4% of our worldwide MAUs. Our estimation of false
accounts can vary as a result of episodic spikes in the creation of such accounts, which we have seen originate more frequently in specific countries such as
Indonesia, Vietnam, and Nigeria. From time to time, we disable certain user accounts, make product changes, or take other actions to reduce the number of
duplicate or false accounts among our users, which may also reduce our DAU and MAU estimates in a particular period.
Other data limitations also may affect our understanding of certain details of our business. For example, while user-provided data indicates a decline in
usage among younger users, this age data may be unreliable because a disproportionate number of our younger users register with an inaccurate age.
Accordingly, our understanding of usage by age group may not be complete.
In addition, our data regarding the geographic location of our users is estimated based on a number of factors, such as the user's IP address and self-
disclosed location. These factors may not always accurately reflect the user's actual location. For example, a user may appear to be accessing Facebook from
the location of the proxy server that the user connects to rather than from the user's actual location. The methodologies used to measure our metrics are also
susceptible to algorithm or other technical errors, and our estimates for revenue by user location and revenue by user device are also affected by these factors.
In addition, from time to time we provide, or rely on, certain other metrics and estimates, including those relating to the reach and effectiveness of our
ads. Many of our metrics involve the use of estimations and judgments, and our metrics and estimates are subject to software bugs, inconsistencies in our
systems, and human error. Such metrics and estimates also change from time to time due to improvements or changes in our terminology or methodology,
including as a result of loss of access to data signals we use in calculating such metrics and estimates. We have been, and may in the future be, subject to


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litigation as well as marketer, regulatory, and other inquiries regarding the accuracy of such metrics and estimates. Where marketers, developers, or investors
do not perceive our metrics or estimates to be accurate, or where we discover material inaccuracies in our metrics or estimates, we may be subject to liability,
our reputation may be harmed, and marketers and developers may be less willing to allocate their budgets or resources to our products that deliver ad
impressions, which could negatively affect our business and financial results.
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We cannot assure you that we will effectively manage our scale.
Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of
our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users,
marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and
complexity of our business. In addition, some members of our management do not have significant experience managing a large global business operation, so
our management may not be able to manage our scale effectively. To effectively manage our scale, we must maintain, and continue to adapt, our operational,
financial, and management processes and systems, manage our headcount and facilities, and effectively train and manage our personnel. Many of our personnel
work remotely, which may lead to challenges in productivity and collaboration. In addition, from time to time, we implement organizational changes to pursue
greater efficiency and realign our business and strategic priorities. For example, in 2022 and 2023, we announced several initiatives, including restructurings,
employee layoffs, and measures to scale down our office facilities, but we cannot guarantee that they will achieve our intended results. These efforts also
subject us to risks such as greater than anticipated costs, adverse effects on employee retention, and increased difficulty managing the scale and complexity of
our business. For example, we could face delays or challenges with product development, other business and strategic initiatives, or legal and regulatory
compliance, as well as other disruptions to our operations. As our organization continues to evolve, and we are required to implement and adapt complex
organizational management structures, we may find it difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and
launch new and innovative products. Any of these developments could negatively affect our business, reputation, or financial results.
We have significant international operations, which subject us to increased business, economic, and legal risks that could affect our financial results.
We have significant international operations. We currently make Facebook available in more than 100 different languages, and we have offices or data
centers in approximately 40 different countries. We may enter new international regions where we have limited or no experience in marketing, selling, and
deploying our products. Our products are generally available globally, but some or all of our products or functionality may not be available in certain regions


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due to legal and regulatory complexities. For example, several of our products are not generally available in China. We also outsource certain operational
functions to third parties globally. If we fail to deploy, manage, or oversee our international operations successfully, our business may suffer. In addition, we are
subject to a variety of risks inherent in doing business internationally, including:
•political, social, or economic instability;
•risks related to legal, regulatory, and other government scrutiny applicable to U.S. companies with sales and operations in foreign jurisdictions,
including with respect to privacy, tax, law enforcement, content, trade compliance, supply chain, competition, consumer protection, intellectual
property, environmental, health and safety, licensing, and infrastructure matters;
•potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user
information to local authorities;
•enhanced difficulty in reviewing content on our platform and enforcing our community standards across different languages and countries;
•fluctuations in currency exchange rates and compliance with currency controls;
•foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United
States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently;
•higher levels of credit risk and payment fraud;
•enhanced difficulties of integrating any foreign acquisitions;
•burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, content
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moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
•reduced protection for intellectual property rights in some countries;
•difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with
multiple international locations, including difficulties arising from personnel working remotely;
•compliance with statutory equity requirements and management of tax consequences; and
•geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply
with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery
Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions,
including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal
penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions,
sanctions, and other laws, rules, and regulations.
If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely
affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a
result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely
impact our financial results.
We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For
example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or
manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other
manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers'


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expectations, or findings of our consumer hardware products to be defective.
We rely on third parties to manufacture and manage the logistics of transporting and distributing our consumer hardware products, which subjects us to a
number of risks. The manufacturing of our consumer hardware products depends on a small number of third parties, often with significant operations in a
single region such as Asia. We have experienced, and may in the future experience, supply or labor shortages or other disruptions in logistics and the supply
chain, which could result in shipping delays and negatively impact our operations, product development, and sales. We could be negatively affected if we are
not able to engage third parties with the necessary capabilities or capacity on reasonable terms, or if those we engage with fail to meet their obligations
(whether due to financial difficulties, manufacturing or supply constraints, or other reasons), or make adverse changes in the pricing or other material terms of
such arrangements with them. The manufacturing, distribution, and sale of our consumer hardware products also may be negatively impacted by
macroeconomic conditions, geopolitical challenges, trade disputes, or other actions by governments (including international conflicts that could result in tariffs,
sanctions, export controls, and other measures that restrict international trade) that subject us to supply shortages, increased costs, or supply chain or logistics
disruptions.
We also require the suppliers and business partners of our consumer hardware products to comply with laws and certain company policies regarding
sourcing practices and standards on labor, trade compliance, health and safety, the environment, and business ethics, but we do not control them or their
practices and standards. If any of them violates laws, fails to implement changes in accordance with newly enacted laws, or implements practices or standards
regarded as unethical, corrupt, or non-compliant, we could experience supply chain disruptions, government action or fines, canceled orders, or damage to our
reputation.
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We face inventory risk with respect to our consumer hardware products.
We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or
defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our
consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are
ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we
may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we
begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships,
determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may
require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results.
We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and
may adversely affect the price of our common stock.
As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary
companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be
able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all,
including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and
Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after
prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other
strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our
acquisitions or a favorable return on investment for our strategic investments.
We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could


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adversely affect our liquidity. The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include
covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions and we
regularly grant restricted stock units to retain the employees of acquired companies, which could increase our expenses, adversely affect our financial results,
and result in dilution to our stockholders. In addition, any acquisitions or other strategic transactions we announce could be viewed negatively by users,
marketers, developers, or investors, which may adversely affect our business or the price of our Class A common stock.
We may also discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance,
which may result in significant unanticipated costs. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence
are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, as
well as the limited amount of time in which acquisitions are executed. In addition, we may fail to accurately forecast the financial impact of an acquisition or
other strategic transaction, including tax and accounting charges. Acquisitions or other strategic transactions may also result in our recording of significant
additional expenses to our results of operations and recording of substantial finite-lived intangible assets on our balance sheet upon closing. Any of these
factors may adversely affect our financial condition or results of operations.
We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
The integration of acquisitions requires significant time and resources, particularly with respect to companies that have significant operations or that
develop products where we do not have prior experience, and we may not manage these processes successfully. We have made, and may in the future make,
substantial investments of resources to support our acquisitions, which can result in significant ongoing operating expenses and the diversion of resources and
management attention from other areas of our business. We cannot assure you that these investments will be successful. If we fail to successfully integrate the
companies we acquire, we may not realize the benefits expected from the transaction and our business may be harmed.
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We are involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could
harm our business, financial condition, or results of operations.
We are involved in numerous lawsuits, including stockholder derivative lawsuits and putative class action lawsuits, many of which claim statutory
damages and/or seek significant changes to our business operations, and we anticipate that we will continue to be a target for numerous lawsuits in the future.
Because of the scale of our user, advertiser, and developer base, the plaintiffs in class action cases filed against us typically claim enormous monetary damages
even if the alleged per-user or entity harm is small or non-existent. In addition, we have faced, currently face, and will continue to face additional class action
and other lawsuits based on claims related to advertising, antitrust, privacy, security, biometrics, content, algorithms, copyright, user well-being, employment,
contingent workers, activities on our platform, consumer protection, or product performance or other claims related to the use of consumer hardware and
software, including virtual reality technology and products, which are new and unproven. For example, we are currently the subject of multiple putative class
action suits in connection with our platform and user data practices and the misuse of certain data by a developer that shared such data with third parties in
violation of our terms and policies; the disclosure of our earnings results for the second quarter of 2018; our acquisitions of Instagram and WhatsApp, as well
as other alleged anticompetitive conduct; a former employee's allegations and release of internal company documents beginning in September 2021; the
disclosure of our earnings results for the fourth quarter of 2021; and allegations that we inflated our estimates of the potential audience size for advertisements,
resulting in artificially increased demand and higher prices. We are also the subject of multiple lawsuits related to our alleged use of facial recognition
technology, our alleged recommendation of and/or failure to remove harmful content, information from third-party websites or apps via our business tools, our
alleged use of copyright-protected content to train our AI models, and allegations that Facebook and Instagram cause "social media addiction" in users and
allegations of violations of the Children's Online Privacy Protection Act (COPPA). The results of any such lawsuits and claims cannot be predicted with


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certainty, and any negative outcome from any such lawsuits could result in payments of substantial monetary damages or fines, or undesirable changes to our
products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected.
There can be no assurances that a favorable final outcome will be obtained in all our cases, and defending any lawsuit is costly and can impose a
significant burden on management and employees. Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be
reversed upon appeal or in payments of substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms, which has
occurred in the past and which could adversely affect our business, financial conditions, or results of operations.
We may have exposure to greater than anticipated tax liabilities.
Our tax obligations, including income and non-income taxes, are based in part on our corporate operating structure and intercompany arrangements,
including the manner in which we operate our business, develop, value, manage, protect, and use our intellectual property, and the valuations of our
intercompany transactions. The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation
and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue from companies such as Meta. We are
subject to regular review and audit by U.S. federal, state, and foreign tax authorities. Tax authorities may disagree with certain positions we have taken,
including our methodologies for valuing developed technology or intercompany arrangements, and any adverse outcome of such a review or audit could
increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of
operations, and cash flows. For example, in 2016 and 2018, the IRS issued formal assessments relating to transfer pricing with our foreign subsidiaries in
conjunction with the examination of the 2010 through 2013 tax years. Although we disagree with the IRS's position and are litigating this issue, the ultimate
resolution is uncertain and, if resolved in a manner unfavorable to us, may adversely affect our financial results.
The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are
many transactions where the ultimate tax determination is uncertain. Our provision for income taxes is determined by the manner in which we operate our


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business, and any changes to such operations or laws applicable to such operations may affect our effective tax rate. Although we believe that our provision for
income taxes and estimates of our non-income tax liabilities are reasonable, the ultimate settlement may differ from the amounts recorded in our financial
statements and may materially affect our financial results in the period or periods for which such determination is made.
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Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition
of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change.
Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash
flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate
for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions
in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued
or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have
enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we
operate our business.
Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting
Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries
in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions.
As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax
obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current
tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or
impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes


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applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides
preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state
aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described
above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position,
results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts
estimated and recorded in our financial statements.
Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate,
sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that
period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from
share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to
the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in
that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular
period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price,
which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
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If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a
decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible
assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be
recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or
intangible assets is determined, which would negatively affect our results of operations.
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
We currently depend on the continued services and performance of our key personnel, including Mark Zuckerberg. Mr. Zuckerberg and certain other
members of management participate in various high-risk activities, such as combat sports, extreme sports, and recreational aviation, which carry the risk of
serious injury and death. If Mr. Zuckerberg were to become unavailable for any reason, there could be a material adverse impact on our operations. The loss of
other key personnel, including members of management as well as key engineering, product development, marketing, and sales personnel, could also disrupt
our operations and have an adverse effect on our business.
In addition, we cannot guarantee we will continue to attract and retain the personnel we need to maintain our competitive position. In particular, we
expect to continue to face significant challenges in hiring specialized technical personnel, particularly senior engineering talent, whether as a result of
competition with other companies or other factors. As we continue to mature, the incentives to attract, retain, and motivate employees provided by our equity
awards or by future arrangements may not be as effective as in the past, and if we issue significant equity to attract additional employees or to retain our
existing employees, we would incur substantial additional share-based compensation expense and the ownership of our existing stockholders would be further
diluted. Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. In addition, restrictive immigration
policies or legal or regulatory developments relating to immigration may negatively affect our efforts to attract and hire new personnel as well as retain our


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existing personnel. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be
unable to grow effectively.
Our CEO has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock.
Mark Zuckerberg, our founder, Board Chair, and CEO, is able to exercise voting rights with respect to a majority of the voting power of our outstanding
capital stock and therefore has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election of directors
and any merger, consolidation, or sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control,
merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in
the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from
acquiring our Class A common stock, which has limited voting power relative to the Class B common stock, and might harm the trading price of our Class A
common stock. In addition, Mr. Zuckerberg has the ability to control the management and major strategic investments of our company as a result of his
position as our CEO and his ability to control the election or, in some cases, the replacement of our directors. In the event of his death, the shares of our capital
stock that Mr. Zuckerberg owns will be transferred to the persons or entities that he has designated. As a board member and officer, Mr. Zuckerberg owes a
fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a
stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares in his own interests, which may not always be in the interests of our
stockholders generally.
We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases
and dividend payments could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
Although our board of directors has authorized a share repurchase program that does not have an expiration date, the program does not obligate us to


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repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. The specific timing and amount of any share
repurchases, and the specific timing and amount of any
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dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We
cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and
dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or
dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our
cash reserves.
There can be no assurance that we will continue to declare cash dividends.
On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to
continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of
dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can
be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
Risks Related to Government Regulation and Enforcement
Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their
countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our
products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended
period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in
China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in
violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from
time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and


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block access to content, and suspend user services, and if we are found to be in violation of this law then the use of our products may be restricted. Hong Kong
is also expected to pass additional national security legislation in 2024. In addition, if we are required to or elect to make changes to our marketing and sales or
other operations in Hong Kong as a result of the National Security Law or other legislation, our revenue and business in the region will be adversely affected.
In addition, in connection with the war in Ukraine in the first quarter of 2022, access to Facebook and Instagram was restricted in Russia and the services were
then prohibited by the Russian government, which has adversely affected, and will likely continue to adversely affect, our revenue and business in the region.
It is also possible that government authorities could take action that impairs our ability to sell advertising, including in countries where access to our
consumer-facing products may be blocked or restricted. For example, we generate meaningful revenue from a small number of resellers serving advertisers
based in China, and it is possible that the Chinese government could take action that reduces or eliminates our China-based advertising revenue, whether as a
result of the trade dispute with the United States, in response to content issues or information requests in Hong Kong or elsewhere, or for other reasons, or take
other action against us, such as imposing taxes or other penalties, which could adversely affect our financial results.
Similarly, if we are found to be out of compliance with certain legal requirements for companies in Turkey, the Turkish government could take action to
reduce or eliminate our Turkey-based advertising revenue or otherwise adversely impact access to our products. In the event that content shown on Facebook or
our other products is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make
changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or
capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base,
user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and
our financial results could be adversely affected.
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Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content,
competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain
interpretation, and could result in claims, changes to our products and business practices, monetary penalties, increased cost of operations, or declines in
user growth or engagement, or otherwise harm our business.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including privacy, data
use, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content, integrity,
intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI and
machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility,
telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption and political law
compliance, securities law compliance, and online payment services. The introduction of new products, expansion of our activities in certain jurisdictions, or
other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy,
content, competition, consumer protection, and other laws and regulations can impose different obligations or be more restrictive than those in the United
States, and create the potential for significant fines to be imposed.
These U.S. federal and state, EU, and other international laws and regulations, which in some cases can be enforced by private parties in addition to
government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws
and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied
inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. For example, regulatory or legislative actions or
litigation concerning the manner in which we display content to our users, moderate content, provide our services to younger users, or are able to use data in
various ways, including for advertising, could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our


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services or adversely affect our financial results, including by imposing significant fines that increasingly may be calculated based on global revenue.
We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain
data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.
For example, in 2016, the European Union and United States agreed to a transfer framework for data transferred from the European Union to the United States,
called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (CJEU). In addition, the other
bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny. For
example, the CJEU considered the validity of SCCs as a basis to transfer user data from the European Union to the United States following a challenge brought
by the Irish Data Protection Commission (IDPC). Although the CJEU upheld the validity of SCCs in July 2020, on May 12, 2023, the IDPC issued a Final
Decision concluding that Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was
not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to
suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including
storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High
Court.
On March 25, 2022, the European Union and United States announced that they had reached an agreement in principle on a new EU-U.S. Data Privacy
Framework (EU-U.S. DPF). On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence
Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States


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Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation
to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the
European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the
United States Department of Commerce pursuant to the EU-U.S. DPF. The implementation of the EU-U.S. DPF and the adequacy decision are important and
welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. If we are required to
take additional steps to comply with the corrective orders, this could increase the cost and complexity of delivering our products and services in Europe.
Furthermore, the EU-U.S. DPF replaces two prior adequacy frameworks which were invalidated by the CJEU. A further invalidation of the EU-U.S. DPF by
the CJEU could create
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considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in
Europe, which would materially and adversely affect our business, financial condition, and results of operations.
We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations
could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements
under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of
personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the
notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the
CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency
mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as
well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative
impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations
imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act
(CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users,
including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with
third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These
laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers,
have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws
specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws


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are evolving and subject to interpretation, and may restrict our ability to offer certain products and services provided to all or certain cohorts of users in those
states, adversely affecting our advertising business. In Europe, regulators continue to enforce guidance concerning the ePrivacy Directive's requirements
regarding the use of cookies and similar technologies, and may impose specific measures in the future which could directly impact our use of such
technologies. In addition, the ePrivacy Directive and national implementation laws impose additional limitations on the use of data across messaging products
and include significant penalties for non-compliance. Changes to our products or business practices as a result of these or similar developments have adversely
affected, and may in the future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans
to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, EEA, and Switzerland from "legitimate interests" to "consent," and
in November 2023 we began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new
consent model, including regarding compliance with requirements under the GDPR, DMA, and EU consumer laws. These or any similar developments in the
future may negatively impact our user growth and engagement, revenue, and financial results.
Similarly, there are a number of legislative proposals or recently enacted laws in the European Union, the United States, at both the federal and state
level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. For example, the DMA in the European
Union imposes restrictions and requirements on companies like ours, including in areas such as the combination of data across services, mergers and
acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key requirements will be enforceable against
designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to incur significant compliance costs and
make changes to our products or business practices. The requirements under the DMA will likely be subject to further interpretation and regulatory
engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have similar effects. Further, the Digital
Services Act (DSA) in the European Union, which started to apply to our business as of August 2023, imposes certain restrictions and requirements for our


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products and services and subjects us to increased compliance costs. The DSA also includes significant penalties for non-compliance. In addition, some
countries, such as India and Turkey, are considering or have passed legislation implementing data protection requirements, new competition requirements, or
requiring local storage and processing of data or similar requirements that could require substantial changes to our products, increase the cost and complexity
of delivering our services, cause us to cease the offering of our products and services in certain countries, and/or result in fines or other penalties. New
legislation or regulatory decisions that restrict our ability to collect and use information about minors may also result in limitations on our advertising services
or our ability to offer products and services to minors in certain jurisdictions.
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These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future
lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative
publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or
demands or orders that we modify or cease existing business practices.
We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to
such proceedings and other inquiries in the future, which could cause us to incur substantial costs or require us to change our business practices in a
manner materially adverse to our business.
We receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and regulations, many of
which are evolving and subject to interpretation. We are and expect to continue to be the subject of investigations, inquiries, data requests, requests for
information, actions, and audits in the United States, Europe, and around the world, particularly in the areas of privacy, data use and data protection, including
with respect to processing of sensitive data, data from third parties, data for advertising purposes, data security, minors, safety, law enforcement, consumer
protection, civil rights, content moderation, use of our platform for illegal, illicit, or otherwise objectionable activity, competition, AI, and machine learning. In
addition, we are currently, and may in the future be, subject to regulatory orders or consent decrees. For example, data protection, competition, and consumer
protection authorities in the European Union, United States, and other jurisdictions have initiated actions, investigations, or administrative orders seeking to
restrict the ways in which we collect and use information, or impose sanctions, and other authorities may do the same. In addition, we have been and continue
to be the subject of litigation and investigations related to the ways in which we collect and use information, including where advertisers are subject to
additional regulation such as housing, employment, credit, and financial services. In addition, beginning in March 2018, we became subject to FTC, state
attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions in connection with our platform and user data practices


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as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies. In July 2019, we entered into
a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and, among other things, required us to significantly
enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiry and certain government inquiries in other
jurisdictions remain ongoing. The FTC also continues to monitor us and our compliance with the modified consent order and initiated an administrative
proceeding against us, which we are challenging, that alleges deficient compliance and violations of the Children's Online Privacy Protection Act (COPPA), the
COPPA Rule, and Section 5 of the Federal Trade Commission Act and seeks changes to our business. If we are unsuccessful in our challenge to the FTC's
action and the agency imposes its proposed order in its current form, we would be subject to significant limitations, including on our ability to launch new and
modified products or use data of users under 18 years old. We also notify the IDPC, our lead European Union privacy regulator under the GDPR, and other
regulators of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other regulators regarding
various aspects of our regulatory compliance. We have been, and may in the future be, subject to penalties, fines, and requirements to change our business
practices as a result of such inquiries and investigations. In addition, we are subject to a lawsuit by the state of Texas in connection with the "tag suggestions"
feature and other uses of facial recognition technology.
We are also subject to various litigation and formal and informal inquiries and investigations by competition authorities in the United States, Europe, and
other jurisdictions, which relate to many aspects of our business, including with respect to users and advertisers. Such inquiries, investigations, and lawsuits
concern, among other things, our business practices in the areas of social networking or social media services, messaging services, digital advertising, and/or
mobile or online applications, as well as our acquisitions. For example, beginning in 2019, we became the subject of antitrust inquiries and investigations by
the FTC and the U.S. Department of Justice. Beginning in 2020, we became subject to a lawsuit by the FTC alleging that we violated antitrust laws, including


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by acquiring Instagram in 2012 and WhatsApp in 2014. The complaint seeks a permanent injunction against our company's alleged violations of the antitrust
laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. In addition, in December 2022, the European Commission
issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition
rules. We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning
in September 2021, we became subject to government investigations and requests relating to allegations and the release of internal company documents by a
former employee.
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Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose
us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change
our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and
reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that
adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory
and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures
may have a material adverse effect on our business, reputation, and financial results.
We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC,
requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the
CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we
are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors
oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to
regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor,
which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our
systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical
infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our
other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads


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development more difficult, time-consuming, and costly. As a result, we believe our ability to develop and launch new features, products, and services in a
timely manner has been and will continue to be adversely affected. Further, our privacy compliance and oversight efforts have required, and we expect will
continue to require, significant time and attention from our management and board of directors. The requirements of the FTC consent order and other privacy-
related laws and regulations are complex and apply broadly to our business, and from time to time we notify relevant authorities of instances where we are not
in full compliance with these requirements or otherwise discover privacy issues, and we expect to continue to do so as any such issues arise in the future. In
addition, regulatory and legislative privacy requirements are constantly evolving and can be subject to significant change and uncertain interpretation. For
example, we are subject to restrictions and requirements under the DMA, including in areas such as the combination of data across services and product design,
which will likely be subject to further interpretation and regulatory engagement.
The FTC initiated an administrative proceeding against us alleging, among other things, deficient compliance with the FTC consent order and seeking
substantial modifications to the requirements of the consent order, including a prohibition on our use of minors' data for any commercial purposes, changes to
the composition of our board of directors, and significant limitations on our ability to modify and launch new products. We are challenging the FTC's
administrative proceeding. If the challenge is unsuccessful and the FTC is able to impose the proposed order in its current form, it would limit our ability to
provide certain features and services, engage in certain business practices, require us to further increase the time, resources, and costs we spend on compliance
and oversight efforts, and would adversely affect our business and financial results.
If we are unable to successfully implement and comply with the mandates of the FTC consent order (including any future modifications to the order),
GDPR, U.S. state privacy laws, including the CCPA, ePrivacy Directive, DMA, DSA, or other regulatory or legislative requirements, or if any relevant
authority believes that we are in violation of the consent order or other applicable requirements, we may be subject to regulatory or governmental investigations
or lawsuits, which may result in significant monetary fines, judgments, penalties, or other remedies, and we may also be required to make additional changes to


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our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
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We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims
related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely
affect our business and financial results.
We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made
available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such
information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes,
deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws
regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of
pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability,
consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-
being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that
our ad targeting and delivery practices constitute violations of anti-discrimination laws.
The potential risks relating to any of the foregoing types of claims are currently enhanced in certain jurisdictions outside the United States where our
protection from liability for third-party actions may be unclear or where we may be less protected under local laws than we are in the United States. For
example, in April 2019, the European Union passed a directive (the European Copyright Directive) expanding online platform liability for copyright
infringement and regulating certain uses of news content online, which most member states have already implemented into their national laws. In addition, the
European Union revised the European Audiovisual Media Service Directive to apply to online video-sharing platforms, which member states are implementing.
In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available to online platforms under


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Section 230 of the Communications Decency Act (Section 230) was at issue, but it ultimately declined to address Section 230 in its decision. There also have
been, and continue to be, various other litigation concerning, and state and federal legislative and executive efforts to remove or restrict, the scope of the
protections under Section 230, as well as to impose new obligations on online platforms with respect to commerce listings, user access and content, counterfeit
goods and copyright-infringing material, and our current protections from liability for third-party content in the United States could decrease or change. We
could incur significant costs investigating and defending such claims and, if we are found liable, significant damages.
We could also face fines, orders restricting or blocking our services in particular geographies, or other judicial or government-imposed remedies as a
result of content hosted on our services. For example, legislation in Germany and India has resulted, and may result in the future, in the imposition of fines or
other penalties for failure to comply with certain content removal, law enforcement cooperation, and disclosure obligations. Numerous other countries in
Europe, the Middle East, Asia-Pacific, and Latin America are considering or have implemented similar legislation imposing liability or potentially significant
penalties, including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes. For example, we
have been subject to fines and may in the future be subject to other penalties in connection with social media legislation in Turkey, and we have been subject to
fines and service blocking and prohibition in Russia. Content-related legislation also has required us, and may require us in the future, to change our products
or business practices, increase our costs, or otherwise impact our operations or our ability to provide services in certain geographies. For example, the
European Copyright Directive requires certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the
availability of that content, which may require us to make substantial investments in compliance processes. Member states' laws implementing the European
Copyright Directive may also require online platforms to pay for content. In addition, our products and services are subject to restrictions and requirements,
and we are subject to increased compliance costs, as a result of the Digital Services Act in the European Union, which started to apply to our business as of


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August 2023, and other content-related legislative developments such as the Online Safety and Media Regulation Act in Ireland and the Online Safety Act in
the United Kingdom. Certain countries have also implemented or proposed legislation that may require us to pay publishers for certain news content shared on
our products. For example, as a result of such legislation in Canada, we have removed the availability of news content for Canadian users on Facebook and
Instagram. In the United States, changes to the protections available under Section 230 or the First Amendment to the U.S. Constitution or new state or federal
content-related legislation may increase our costs or require significant changes to our products, business practices, or operations, which could adversely affect
user growth and engagement.
Any of the foregoing events could adversely affect our business and financial results.
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Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to
comply with or that could harm our business.
Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and
developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among
other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money
laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual
currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new
consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use
of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing
gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain
payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These
licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate
compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and
regulations could be costly and result in diversion of management time and attention and may still not guarantee compliance. In the event that we are found to
be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may
be required to make product changes, any of which could have an adverse effect on our business and financial results.
In addition, we are subject to a variety of additional risks as a result of Payments transactions, including: increased costs and diversion of management
time and attention and other resources to address bad transactions or customer disputes; potential fraudulent or otherwise illegal activity by users, developers,
employees, or third parties; restrictions on the investment of consumer funds used to transact Payments; and additional disclosure and reporting requirements.


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We have also launched payments functionality on certain of our applications and may in the future undertake additional payments initiatives, including as part
of our metaverse efforts, which may subject us to many of the foregoing risks and additional licensing requirements.
Risks Related to Data, Security, Platform Integrity, and Intellectual Property
Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents
could harm our reputation and adversely affect our business.
Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users' data or to disrupt our ability to provide service.
Our products and services involve the collection, storage, processing, and transmission of a large amount of data. Any failure to prevent or mitigate security
breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from users, or
information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could harm our business and
reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and
general hacking continue to be prevalent in our industry, have occurred on our systems, and will occur on our systems in the future. We also regularly
encounter attempts to create false or undesirable user accounts, purchase ads, or take other actions on our platform for purposes such as spamming, spreading
misinformation, or other illegal, illicit, or otherwise objectionable ends. As a result of our prominence, the size of our user base, the types and volume of
personal data and content on our systems, and the evolving nature of our products and services (including our efforts involving new and emerging
technologies), we believe that we are a particularly attractive target for such breaches and attacks, including from nation states and highly sophisticated, state-
sponsored, or otherwise well-funded actors, and we experience heightened risk from time to time as a result of geopolitical events. Our efforts to address
undesirable activity on our platform also increase the risk of retaliatory attacks. Such breaches and attacks may cause interruptions to the services we provide,
degrade the user experience or otherwise adversely affect users, cause users or marketers to lose confidence and trust in our products, impair our internal


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systems, or result in financial harm to us. Our efforts to protect our company data or the information we receive, and to disable undesirable activities on our
platform, may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including social
engineering or other cyber-attacks directed towards our personnel, misuse of company data or systems by our personnel, as well as defects or vulnerabilities in
our vendors' information technology systems or offerings; government surveillance; breaches of physical security of our facilities, technical infrastructure, or
other equipment; or other threats that evolve. In addition, third parties
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may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users' data. Cyber-attacks continue to
evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that
are designed to protect our data and user data, to reduce the risk of data loss or misuse, to disable undesirable accounts and activities on our platform, and to
reduce the risk of or detect security breaches, such measures will not provide absolute security, and we cannot assure you that we will be able to react in a
timely manner to any cyber-attacks or other security incidents, or that our remediation efforts will be successful. Our business and operations span numerous
geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third parties. At any given time, we
face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our security efforts.
In addition, some of our developers or other partners, such as those that help us measure the effectiveness of ads, may receive or store information
provided by us or by our users through mobile or web applications integrated with our products. We provide limited information to such third parties based on
the scope of services provided to us. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a
breach of their networks, our data or our users' data may be improperly accessed, used, or disclosed.
We regularly experience such cyber-attacks and other security incidents of varying degrees, and we incur significant costs in protecting against or
remediating such incidents. In addition, we are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data
protection, as well as obligations under our modified consent order with the FTC. As a result, affected users or government authorities could initiate legal or
regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the
past and which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such
incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a


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material and adverse effect on our business, reputation, or financial results.
For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user
access tokens, which were then used to access certain profile information from approximately 29 million user accounts on Facebook. The events surrounding
this cyber-attack became the subject of Irish Data Protection Commission and other government inquiries. Any such inquiries could subject us to substantial
fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our
business.
Intentional misuse of our services and user data and other undesirable activity by third parties on our platform could adversely affect our business.
We have experienced, and expect to continue to experience, intentional misuse of our services and user data by third parties, as well as other undesirable,
illicit, or high-risk activity on our platform. We are making significant investments in privacy, safety, security, and content review efforts to combat these
activities, including investigations and audits of platform applications, as well as other enforcement efforts. We have discovered and announced, and anticipate
that we will continue to discover and announce, additional incidents of misuse of user data or other undesirable or illicit activity by third parties. We will not
discover all such incidents or activity, whether as a result of our data or technical limitations, including our lack of visibility over our encrypted services, the
scale of activity on our platform, the allocation of resources to other projects, or other factors, and we may be notified of such incidents or activity by the
independent privacy assessor required under our modified consent order with the FTC, government authorities, the media, or other third parties.
Such incidents and activities include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of
false or undesirable user accounts, election interference, improper advertising practices, activities that threaten people's safety or well-being on- or offline (such
as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, and illegal
gaming), instances of spamming, surveillance, scraping, data harvesting, unsecured datasets, or spreading misinformation, or other fraudulent or otherwise
illegal activity. We may also be unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any such incidents.


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Consequences of any of the foregoing developments include negative effects on user trust and engagement, harm to our reputation and brands, changes
to our business practices in a manner adverse to our business, and adverse effects on our business and financial results. Such developments have subjected, and
may in the future subject, us to additional litigation
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and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory
oversight.
Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or
failures to address or mitigate technical limitations in our systems, could adversely affect our business.
Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third
parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such
software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will
in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our
objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external
or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to
steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical
limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes
including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a
manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors,
compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our
services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and
our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs,
vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our


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systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our users, have led to, and may in the future lead to,
outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or
other remedies, any of which could adversely affect our business and financial results.
If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be
adversely affected.
We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and
third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our
proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property, and
we currently hold a significant number of registered trademarks and issued patents in multiple jurisdictions and have acquired patents and patent applications
from third parties. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and
pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every
country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order
to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, there can be no assurance that
others will not offer products or concepts that are substantially similar to ours and compete with our business. In addition, we regularly contribute software
source code under open source and other permissive licenses and have made other technology we developed available under such licenses, and we include open
source software in our products. Additionally, our AI is trained on data sets that may include open source software and the outputs of our AI may be subject to
open source license restrictions or obligations. As a result of our open source contributions and the use of open source in our products, we may license or be
required to license or disclose code and/or innovations that turn out to be material to our business and may also be exposed to increased litigation risk. If the


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protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible
assets may be diminished and competitors may be able to more effectively mimic our products, services, and methods of operations. Any of these events could
have an adverse effect on our business and financial results.
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We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other intellectual property rights claims that are
expensive and time consuming and, if resolved adversely, could have a significant impact on our business, financial condition, or results of operations.
Companies in the internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently
enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various "non-
practicing entities" that own patents and other intellectual property rights often attempt to aggressively assert their rights in order to extract value from
technology companies. Furthermore, from time to time we may introduce or acquire new products, including in areas where we historically have not competed,
or introduce new features for existing products, which could increase our exposure to intellectual property claims from competitors, non-practicing entities, and
other rights holders.
From time to time, we receive notice from patent, copyright, and trademark holders and other parties alleging that certain of our products and services,
trademarks, or user content, infringe their intellectual property rights. We presently are involved in a number of intellectual property lawsuits, and as we face
increasing competition and develop new products and services, we expect the number of intellectual property claims against us to grow. Defending intellectual
property litigation is often costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final
outcomes will be obtained in all cases. In addition, plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of any
such litigation, including potential preliminary injunctions requiring us to change or cease some or all of our operations. We may decide to settle such lawsuits
and disputes on terms that are unfavorable to us. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable
judgment that may not be reversed upon appeal. The terms of such a settlement or judgment may require us to change or cease some or all of our operations or
pay substantial amounts to the other party. In addition, we may have to seek a license to continue practices found to be in violation of a third party's rights,


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which may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required
to develop alternative non-infringing technology or practices, or branding or discontinue the practices or branding. The development of alternative non-
infringing technology, branding or practices could require significant effort and expense, could result in less effective technology, branding or practices or
otherwise negatively affect the user experience, or may not be feasible. We have experienced unfavorable outcomes in such disputes and litigation in the past,
and our business, financial condition, and results of operations could be adversely affected as a result of an unfavorable resolution of the disputes and litigation
referred to above.
Risks Related to Ownership of Our Class A Common Stock
The trading price of our Class A common stock has been and will likely continue to be volatile.
The trading price of our Class A common stock has been, and is likely to continue to be, volatile. Since shares of our Class A common stock were sold in
our initial public offering in May 2012 at a price of $38.00 per share, our stock price has ranged from $17.55 to $384.33 through December 31, 2023. In
addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our Class A common stock has in the past fluctuated and may in the
future fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
•actual or anticipated fluctuations in our revenue and other operating results for either of our reportable segments;
•the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
•actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our
company, or our failure to meet these estimates or the expectations of investors;
•additional shares of our stock being sold into the market by us, our existing stockholders, or in connection with acquisitions, or the anticipation of
such sales;
•investor sentiment with respect to our competitors, our business partners, and our industry in general;
•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures,
or capital commitments;
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•announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the
effectiveness of our ad products;
•changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
•the inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
•media coverage of our business and financial performance;
•lawsuits threatened or filed against us, or developments in pending lawsuits;
•adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including
interim or final rulings by tax, judicial, or regulatory bodies;
•trading activity in our share repurchase program; and
•other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to
these events.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many technology companies. We are currently subject to securities litigation in connection with our platform and user data practices and the
misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies; the disclosure of our earnings results for the
second quarter of 2018; a former employee's allegations and release of internal company documents beginning in September 2021; and the disclosure of our
earnings results for the fourth quarter of 2021. We may experience more such litigation following future periods of volatility. Any securities litigation could
subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
The dual class structure of our common stock has the effect of concentrating voting control with our CEO and certain other holders of our Class B
common stock; this will limit or preclude your ability to influence corporate matters.
Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Holders of our Class B common stock,
including our founder, Board Chair, and CEO, together hold a majority of the combined voting power of our outstanding capital stock, and therefore are able to


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control the outcome of all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all
outstanding shares of our Class A and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the
foreseeable future.
Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions,
such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B common stock to Class A common stock will have the
effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example,
Mr. Zuckerberg retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, continue to control
a majority of the combined voting power of our outstanding capital stock.
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Our status as a "controlled company" could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Because we qualify as a "controlled company" under the corporate governance rules for Nasdaq-listed companies, we are not required to have a majority
of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. In the future we could
elect not to have a majority of our board of directors be independent or not to have a compensation committee or an independent nominating function.
Accordingly, should the interests of our controlling stockholder differ from those of other stockholders, the other stockholders may not have the same
protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies. Our status as a
controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing
the trading price of our Class A common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a
change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes
an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our current certificate of incorporation and
bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
•until the first date on which the outstanding shares of our Class B common stock represent less than 35% of the combined voting power of our
common stock, any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B
common stock voting as a separate class;
•we currently have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to control the outcome of matters requiring
stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock;
•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain


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amendments to our certificate of incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares
of Class A and Class B common stock;
•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock,
vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our
board of directors will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from
office for cause;
•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our
stockholders will only be able to take action at a meeting of stockholders and not by written consent;
•only our board chair, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of
stockholders;
•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of
stockholders;
•our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued,
without stockholder approval; and
•certain litigation against us can only be brought in Delaware.
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Item 1B.Unresolved Staff Comments
None.
Item 1C.Cybersecurity
At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and
attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence
and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services
reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span
numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on
software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed
to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we
discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices,
for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity
threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and
observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes
in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts
and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry
practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user
data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance
on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based
decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of


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technical and operational measures, as well as annual cybersecurity and privacy training for all of our employees.
In addition, we maintain specific policies and practices governing our third-party security risks, including our third-party assessment (TPA) process.
Under our TPA process, we gather information from certain third parties who contract with Meta and share or receive data, or have access to or integrate with
our systems, in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things,
maintain security controls to protect our confidential information and data, and notify us of material data breaches that may impact our data.
Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the
audit & risk oversight committee of our board of directors (Audit & Risk Oversight Committee). Our Audit & Risk Oversight Committee is responsible for
ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement
processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The privacy committee of our board of directors (Privacy
Committee) oversees risks related to privacy and data use, including overseeing compliance with our comprehensive privacy program. Management is
responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential
cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing
regular reports to our board of directors, including through the Audit & Risk Oversight Committee and Privacy Committee.
Our Chief Information Security Officer (CISO) Guy Rosen leads our cybersecurity program and oversees teams across the company supporting our
security functions of identify, prevent, detect, respond, and recover. These teams are comprised of personnel with a broad range of experience across the private
and public sectors, the technology industry, and different geographic regions. Mr. Rosen has two decades of experience in various cybersecurity, software
development, product management, and other technology-related roles. Mr. Rosen has served in a number of significant leadership roles at our company since
2013, including oversight of security, safety, and integrity initiatives, and was appointed as our CISO in 2022.
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Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and
operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit &
Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy,
results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that
we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual
Report on Form 10-K.
Item 2.Properties
Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet
of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied
office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned
and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also
own 21 data center locations globally.
See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
We believe that our facilities are adequate for our current needs.
Item 3.Legal Proceedings
As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation,
regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these


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matters are without merit and are vigorously defending them, we may not be successful. Any litigation to which we are a party may be resolved adversely or
we may be subject to an unfavorable judgment that may not be reversed upon appeal. We may also decide to settle litigation, disputes, or other legal
proceedings in some instances on terms that are unfavorable to us. In addition, we may become subject to orders or consent decrees imposed by government or
regulatory authorities. Any such developments could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our
personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our
business (including changes to our products and services or user data practices), result in negative publicity and reputational harm, divert resources and the
time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business. We have
experienced such outcomes to varying degrees in the past, and we expect to continue to face a challenging litigation and regulatory environment, including in
light of complex and evolving laws and regulations, as well as the scale of our business and the size of our user and advertiser base.
Over the last several years, the number and potential significance of the litigation and investigations involving the company have increased, and there
can be no assurance that this trend will not continue. For example, we are facing numerous cases in the United States in which plaintiffs are attempting to avoid
or limit the application of Section 230 of the Communications Decency Act to their claims. Outside of the United States, we are subject to new regulatory
regimes, including the Digital Services Act, Digital Markets Act, and similar statutes in non-EU countries, and new fining guidelines under existing regulatory
regimes like the General Data Protection Regulation (GDPR). We are also responding to litigation and government investigations related to our alleged role in
causing or contributing to various societal harms, including mental and physical health and safety impacts on users, particularly younger users, child and adult
sexual exploitation, illegal activity with respect to drugs, fraud, unlawful discrimination, and other harms potentially impacting large numbers of people.
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This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our
revenue have grown, our potential exposure to substantial damages awards and fines has increased.
In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where
the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the
applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that
additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
Privacy and Related Matters
Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and
certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain
data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With
respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several
of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re
Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the
consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for
a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition,
our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade
Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement


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and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and required us to pay a penalty of $5.0 billion and to significantly
enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiry and certain government inquiries in other
jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the
attention of management from our business, or adversely affect our business. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of
Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data
practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery
Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our
historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder
derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was
denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the
breach of fiduciary duty claims.
On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.), seeking substantial changes to the modified consent
order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a
proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of
directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for
the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On


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November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v.
Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay
pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed
a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the
FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our
motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC's motion to dismiss is scheduled
for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC
could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision
modifying the order and could request the
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appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay
would be successful.
We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data
breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our
regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard
Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC
issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its
processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are
appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. On October 7, 2022, President Biden signed
the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three
additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July
10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States
ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the
"Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy
Framework (EU-U.S. DPF). The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are
implementing steps to comply with the above corrective orders following engagement with the IDPC. For additional information, see Part II, Item 1A, "Risk
Factors—Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content,


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competition, safety and consumer protection, e-commerce, and other matters" in this Annual Report on Form 10‑K. Any such inquiries or investigations
(including the IDPC proceedings) could subject us to substantial fines and costs, require us to change our business practices, divert resources and the attention
of management from our business, or adversely affect our business.
On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and
other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer
Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from
third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive
relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v.
GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California
Supreme Court).
Competition
We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States,
Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social
networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the
subject of antitrust investigations by the FTC and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.)
against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in


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violation of Section 5 of the Federal Trade Commission Act and Section 2 of the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in
2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust
laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss
the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to
dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions
have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes
of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases
brought on behalf of certain advertisers and users in the United States were consolidated
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in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
basis for data processing under the GDPR for ads and personalization purposes.
The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
affect our business.
Securities and Other Actions
Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in


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connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of
our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court
in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings
results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District
Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our
platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17,
2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued
its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case.
We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning
in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company
documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and
other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on
October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us
and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same
matters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc.
On March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our


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directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking
unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta
and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
Youth-Related Actions
Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that
Facebook and Instagram cause "social media addiction" in users, with most proceedings focused
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on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on
behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on
similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media
Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court
presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October
2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding
violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business
practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek
damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal
Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to
government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety
impacts on users, particularly younger users.
Other Actions
Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size
for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District
of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court
dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the


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plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the
district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.
Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey,
et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta
Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various
copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.
In the first quarter of 2024, the Supreme Court is scheduled to hear argument in Vivek H. Murthy, Surgeon General, et al. v. Missouri, et al., on the
question of whether federal government officials violated the First Amendment in their communications with the company and others related to content
moderation practices, and to hear argument in Netchoice, et al. v. Paxton and Moody, et al. v. Netchoice et al., regarding the application of the First Amendment
relating to content moderation on tech platforms. Although Meta is not a defendant in these actions, the Supreme Court's decision and ultimate resolution of the
lawsuit could impact our business.
In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil,
Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including
our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties
against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously
defend such fines and penalties.
We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary


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course of business, and we expect to be subject to additional legal proceedings and disputes in the future.
Item 4.Mine Safety Disclosures
Not applicable.
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PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which
had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
Our Class B common stock is not listed on any stock exchange nor traded on any public market.
Holders of Record
As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock
was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other
institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31,
2023, there were 23 stockholders of record of our Class B common stock.
Dividend Policy
Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever
cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is
equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close
of business on February 22, 2024.
The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital
availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the
best interests of our stockholders.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes the share repurchase activity for the three months ended December 31, 2023:
Total Number of Shares
PurchasedAverage Price Paid Per
Share Total Number of Shares
Purchased as Part of Publicly
Announced Programs Approximate Dollar Value of


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Announced Programs Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs 
(in thousands) (in thousands) (in millions)
October 1 - 31, 2023 10,105 $ 294.59 10,105 $ 34,246 
November 1 - 30, 2023 — $ — — $ 34,246 
December 1 - 31, 2023 9,607 $ 345.27 9,607 $ 30,929 
Total 19,712 19,712 
____________________________________
(1) On November 18, 2016, we announced that our board of directors had authorized a share repurchase program of our Class A common stock, which commenced in January
2017 and does not have an expiration date. In January 2024, an additional $50 billion of repurchases was authorized under this program . The timing and actual number of
shares repurchased depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be
repurchased through open market purchases or privat ely negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the
Exchange Act. See Note 13 — Stockholders' Equity in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to share repurchases.
(2) Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation
Reduction Act of 2022.(2) (1) (1)
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Recent Sale of Unregistered Securities and Use of Proceeds
Recent Sale of Unregistered Securities
None.
Stock Performance Graph
This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
Act of 1933, as amended, or the Exchange Act.
The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
performance.
Item 6.[Reserved]
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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual
results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those
discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, Item 1A, "Risk Factors." For a discussion of limitations in the
measurement of certain of our community metrics, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the
United States (GAAP), we present revenue on a constant currency basis and free cash flow, which are non-GAAP financial measures. Revenue on a constant
currency basis is presented in the section entitled "—Revenue—Foreign Exchange Impact on Revenue." To calculate revenue on a constant currency basis, we
translated revenue for the full year 2023 using 2022 monthly exchange rates for our settlement or billing currencies other than the U.S. dollar. For a full
description of our free cash flow non-GAAP measure, see the section entitled "—Liquidity and Capital Resources—Free Cash Flow."
These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and
presented in accordance with GAAP. These measures may be different from non‑GAAP financial measures used by other companies, limiting their usefulness
for comparison purposes. Moreover, presentation of revenue on a constant currency basis is provided for year-over-year comparison purposes, and investors
should be cautioned that the effect of changing foreign currency exchange rates has an actual effect on our operating results. We believe these non-GAAP
financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial
results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics
used by management in operating our business.


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used by management in operating our business.
Executive Overview of Full Year 2023 Results
Our mission is to give people the power to build community and bring the world closer together.
Our financial results and key community metrics for 2023 are set forth below. Our total revenue for 2023 was $134.90 billion, an increase of 16%
compared to 2022, due to an increase in advertising revenue. Revenue on a constant currency basis would have increased 15% compared to 2022. Ad
impressions delivered across our Family of Apps increased 28% year-over-year in 2023, partially offset by a 9% year-over-year decrease in the average price
per ad.
Income from operations for 2023 was $46.75 billion, an increase of $17.81 billion, or 62%, compared to 2022, driven by an increase in advertising
revenue.
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Consolidated and Segment Results
We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram,
Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
Family of Apps Reality Labs Total
Year Ended
December 31,Year Ended
December 31,Year Ended
December 31,
2023 2022 % change 2023 2022 % change 2023 2022 % change
(in millions, except percentages)
Revenue $ 133,006 $ 114,450 16% $ 1,896 $ 2,159 (12)% $ 134,902 $ 116,609 16%
Costs and expenses $ 70,135 $ 71,789 (2)% $ 18,016 $ 15,876 13% $ 88,151 $ 87,665 1%
Income (loss) from
operations $ 62,871 $ 42,661 47% $ (16,120) $ (13,717) (18)% $ 46,751 $ 28,944 62%
Operating margin 47 % 37 % (850)% (635)% 35 % 25 %
•Net income was $39.10 billion, with diluted earnings per share (EPS) of $14.87 for the year ended December 31, 2023.
•Capital expenditures, including principal payments on finance leases, were $28.10 billion for the year ended December 31, 2023.
•Effective tax rate was 17.6% for the year ended December 31, 2023.
•Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023.
•Long-term debt was $18.39 billion as of December 31, 2023.
•Headcount was 67,317 as of December 31, 2023, a decrease of 22% year-over-year.
Dividend
Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever


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cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is
equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close
of business on February 22, 2024.
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Restructuring
Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31,
2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows
(in millions):
Year Ended December 31, 2023
Facilities ConsolidationSeverance and Other
Personnel Costs Data Center Assets Total
Cost of revenue $ 177 $ — $ (224)$ (47)
Research and development 1,581 413 — 1,994 
Marketing and sales 396 307 — 703 
General and administrative 352 450 — 802 
Total $ 2,506 $ 1,170 $ (224)$ 3,452 
During 2023 and 2022, we recognized total pre-tax restructuring charges of $2.84 billion and $4.10 billion under our FoA segment, and $612 million and
$515 million under our RL segment, respectively.
See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Annual Report on Form 10-K for additional information regarding restructuring charges.
Family of Apps Metrics
•Family daily active people (DAP) was 3.19 billion on average for December 2023, an increase of 8% year-over-year.
•Family monthly active people (MAP) was 3.98 billion as of December 31, 2023, an increase of 6% year-over-year.
•Facebook daily active users (DAUs) were 2.11 billion on average for December 2023, an increase of 6% year-over-year.
•Facebook monthly active users (MAUs) were 3.07 billion as of December 31, 2023, an increase of 3% year-over-year.
•Ad impressions delivered across our Family of Apps increased by 28% year-over-year in 2023, and the average price per ad decreased by 9% year-over-
year in 2023.


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year in 2023.
Beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024, we will no longer report DAUs, MAUs, ARPU, and MAP in
our periodic reports filed with the Securities and Exchange Commission. We intend to begin reporting year-over-year percentage changes in ad impressions
delivered and the average price per ad by geographic region, while continuing to report DAP and ARPP (calculated based on DAP), beginning with our
Quarterly Report on Form 10-Q to be filed for the first quarter of 2024. For additional information, see the section entitled "Limitations of Key Metrics and
Other Data" in this Annual Report on Form 10-K.
Developments in Advertising
Substantially all of our revenue is currently generated from advertising on Facebook and Instagram. We rely on targeting and measurement tools that
incorporate data signals from user activity on websites and services that we do not control in order to deliver relevant and effective ads to our users. Our
advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting
and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.
In particular, legislative and regulatory developments such as the General Data Protection Regulation, including its evolving interpretation through
decisions of the Court of Justice of the European Union, ePrivacy Directive, the European Digital Services Act, and U.S. state privacy laws including the
California Consumer Privacy Act, as amended by the California Privacy Rights Act, have impacted our ability to use data signals in our ad products, and we
expect these and other
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developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement,
whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example,
in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in
the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads"
alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple
and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use
these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with
changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we
expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are
developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we
process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data
into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools
to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad
products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery,
targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new
features and scaling existing features.
We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for
advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers.


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However, we expect that some of these efforts will be long-term initiatives, and that the legislative, regulatory and platform developments described above will
continue to adversely impact our advertising revenue for the foreseeable future.
Other Business and Macroeconomic Conditions
Other global and regional business, macroeconomic, and geopolitical conditions also have had, and we believe will continue to have, an impact on our
user growth and engagement and advertising revenue. In particular, we believe advertising budgets have been pressured from time to time by factors such as
inflation, rising interest rates, and related market uncertainty, which has led to reduced marketer spending. While we saw improvement in business and
macroeconomic conditions in 2023, continued business, macroeconomic, and geopolitical uncertainty remains, which could impact our financial results in
future periods. In addition, competitive products and services have reduced some users' engagement with our products and services. We are investing in Reels
and in AI initiatives across our products, including our AI-powered discovery engine to recommend relevant content, which we have already seen results in
improved user engagement and monetization of our products. While Reels is growing in usage, it monetizes at a lower rate than our feed and Stories products
and we expect it will continue to monetize at a lower rate for the foreseeable future. We also have seen fluctuations and declines in the size of our active user
base in one or more regions from time to time. For example, in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia
and the services were then prohibited by the Russian government, which continued to adversely affect user growth and engagement in 2023. These trends
adversely affected advertising revenue in 2023, and we expect will continue to affect our advertising revenue in the foreseeable future.
Although we regularly evaluate a variety of sources to understand trends in our advertising revenue, we do not have perfect visibility into the factors
driving advertiser spending decisions and our assessments involve complex judgments about what is driving advertising decisions across a large and diversified
advertiser base across the globe. Trends impacting advertising spend are also dynamic and interrelated. As a result, it is difficult to identify with precision
which advertiser spending decisions are attributable to which trends, and we are unable to quantify the exact impact that each trend had on our advertising
revenue during the periods presented.
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Investment Philosophy
We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating
efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and
20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to
develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across
our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for
social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology
development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the
metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion,
and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to
support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the
next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and
digital goods.
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Trends in Our Family Metrics
The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless
they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the
value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below)
access our Family products on mobile devices.
•Daily Active People (DAP). We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp
(collectively, our "Family" of products) who visited at least one of these Family products through a mobile device application or using a web or
mobile browser on a given day. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and
therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of DAP rely upon complex
techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these
products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a
single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based
on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our
estimates. We view DAP, and DAP as a percentage of MAP, as measures of engagement across our products. For additional information, see the
section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.


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- - - - - - D A P / M A P : - - - - - - 7 9 % - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 7 9 % - - - - - - - - 8 0 %
Note: We report the numbers of DAP and MAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical
variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide
MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our
products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled "Limitations of Key Metrics and Other
Data" in this Annual Report on Form 10-K. In the third quarter of 2022, we updated our Family metrics calculations to maintain calibration of our models against recent user survey data,
and we estimate such update contributed an aggregate of approximately 30 million DAP to our reported worldwide DAP in September 2022. Beginning in the fourth quarter of 2023, our
Family metrics no longer include Messenger Kids users.
Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022.
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•Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
Note: We report the numbers of DAP and MAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical
variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide
MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our
products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled "Limitations of Key Metrics and Other
Data" in this Annual Report on Form 10-K. In the third quarter of 2022, we updated our Family metrics calculations to maintain calibration of our models against recent user survey data,
and we estimate such update contributed an aggregate of approximately 40 million MAP to our reported worldwide MAP in September 2022. Beginning in the fourth quarter of 2023, our
Family metrics no longer include Messenger Kids users.


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Family metrics no longer include Messenger Kids users.
As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
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•Average Revenue Per Person (ARPP). We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at
the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of
our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not
material.
A R P P : $ 9 . 3 9 $ 7 . 7 2 $ 7 . 9 1 $ 7 . 5 3 $ 8 . 6 3 $ 7 . 5 9 $ 8 . 3 2 $ 8 . 7 1 $ 1 0 . 1 0
 Ad Revenue
 Non-Ad Revenue
Note: Non-advertising revenue includes RL revenue generated from the delivery of consumer hardware products and FoA Other revenue, which consists of revenue from WhatsApp Business
Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources. Beginning with our Quarterly Report on Form 10-Q to be filed for
the first quarter of 2024, we intend to report ARPP based on DAP instead of MAP.
Our annual worldwide ARPP in 2023, which represents the sum of quarterly ARPP during such period, was $34.72, an increase of 9% from 2022.
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Trends in Our Facebook User Metrics
The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or
our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to
marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on
mobile devices.
•Daily Active Users (DAUs). We define a daily active user as a registered and logged-in Facebook user who visited Facebook through our website or a
mobile device, or used our Messenger application (and is also a registered Facebook user), on a given day. We view DAUs, and DAUs as a percentage
of MAUs, as measures of user engagement on Facebook.
----
D A U / M A U : - - 6 6 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 7 % - - - - - - 6 8 % - - - - - - 6 8 % - - - - - 6 8 % - - - - - - 6 9 % -
-
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D A U / M A U : - - 7 4 % - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 4 % - - - - - - 7 5 % - - - - - 7 4 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - D A U / M A U : - 7 2 % - - - - - - 7 3 % - - - - - - 7 4 % - - - - - 7 4 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - - - - - 7 5 % - - -
-
 -
D A U / M A U : - - 6 3 % - - - - - 6 4 % - - - - - - 6 4 % - - - - - - 6 4 % - - - - - - 6 5 % - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - D A U / M A U : - 6 5 % - - - - - - 6 6 % - - - - - - 6 6 % - - - - - 6 6 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - - - 6 6 % - - - - - - 6 7 % - - - - - - 6 7 % - - -
Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America,
and the Middle East.
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Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh,
and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
•Monthly Active Users (MAUs). We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our
website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of
measurement. MAUs are a measure of the size of our global active user community on Facebook.
 
 
As of December 31, 2023, we had 3.07 billion MAUs, an increase of 3% from December 31, 2022. Users in India, Bangladesh, and Nigeria represented
the top three sources of growth in 2023, relative to the same period in 2022.
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Trends in Our Monetization by Facebook User Geography
We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are
purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the
average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs
used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users
who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents
the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family
products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average
rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online
and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific
region.
--- A R P U : - - $ 1 1 . 5 7 - - - $ 9 . 5 4 - - - $ 9 . 8 2 - - - $ 9 . 4 1 - - - $ 1 0 . 8 6 - - - - $ 9 . 6 2 - - - - $ 1 0 . 6 3 - - - - $ 1 1 . 2 3 - - - $ 1 3 . 1 2 -
-


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


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Ad Revenue
 Non-Ad Revenue
Note: Non-advertising revenue includes RL revenue generated from the delivery of consumer hardware products and FoA Other revenue, which consists of revenue from WhatsApp Business
Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources.
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Our revenue by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when they perform a revenue-generating
activity. This allocation differs from our revenue disaggregated by geography disclosure in Note 2 — Revenue in our consolidated financial statements included in Part II, Item 8, "Financial
Statements and Supplemental Data" where revenue is geographically apportioned based on the addresses of our customers.
Our annual worldwide ARPU in 2023, which represents the sum of quarterly ARPU during such period, was $44.60, an increase of 13% from 2022. For
2023, ARPU increased by 21% in Europe, 20% in Rest of World, 11% in Asia-Pacific, and 10% in United States & Canada. User growth was mostly in
geographies with relatively lower ARPU, such as Asia‑Pacific and Rest of World. We expect that user growth in the future will be primarily concentrated in
those regions where ARPU is relatively lower, such that worldwide ARPU may continue to increase at a slower rate relative to ARPU in any geographic region
in a particular period, or potentially decrease even if ARPU increases in each geographic region.
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Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing
basis, we evaluate our accounting estimates based on historical experience and on various other assumptions that we believe are reasonable under the
circumstances. The actual impact on our financial performance could differ from these estimates under different assumptions or conditions.
An accounting estimate is considered critical if both (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and
judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimates and assumptions is material to our consolidated financial
statements. We believe that the estimates and assumptions associated with loss contingencies, income taxes, and valuation of assets, when applicable, have the
greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting estimates. For further information
on all of our significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial
statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Loss Contingencies
We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business.
Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various
legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The
requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any
failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we
evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the
amount can be reasonably estimated.
We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and
related reasonably possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the merits of our


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defenses and the impact of negotiations, settlements, regulatory proceedings, rulings, advice of legal counsel, and updated information. Significant judgment is
required to determine the probability of loss and the estimated amount of loss, including when and if the probability and estimate has changed for asserted and
unasserted matters. Certain factors, in particular, have resulted in significant changes to these estimates and judgments in prior quarters based on updated
information available. For example, in certain jurisdictions where we operate, fines and penalties may be the result of new laws and preliminary interpretations
regarding the basis of assessing damages, which may make it difficult to estimate what such fines and penalties would amount to if successfully asserted
against us. In addition, certain government inquiries and investigations, such as matters before our lead European Union privacy regulator, the Irish Data
Protection Commission, are subject to review by other regulatory bodies before decisions are finalized, which can lead to significant changes in the outcome of
an inquiry. As a result of these and other factors, we reasonably expect that our estimates and judgments with respect to our contingencies may continue to be
revised in future quarters.
The ultimate outcome of these matters, such as whether the likelihood of loss is remote, reasonably possible, or probable or if and when the reasonably
possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of
management's estimates of losses, our results of operations and financial condition, including in a particular reporting period in which any such outcome
becomes probable and estimable, could be materially adversely affected. See Note 12 — Commitments and Contingencies and Note 15 — Income Taxes of the
accompanying notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part I, Item 3,
"Legal Proceedings" of this Annual Report on Form 10-K for additional information regarding these contingencies.
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for
income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. Our
actual and forecasted income (loss) before
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provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our
net deferred tax assets.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on
examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that
have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and
development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits
will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide
no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our
provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances
change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts
recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on
our financial condition and operating results.
Valuation of Assets
The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of
future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or
circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected
to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely
independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the
carrying amount of such assets is reduced to fair value.
Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is


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performed at each reporting date to determine whether there are triggering events for impairment. Such qualitative assessment considers factors such as, but not
limited to, the investee's financial condition and business outlook; industry and sector performance; regulatory, economic or technological environment;
operational and financing cash flows; and other relevant events and factors affecting the investee. When indicators of impairment exist, we estimate the fair
value of our non-marketable equity securities using the market approach and/or the income approach and recognize impairment loss in our consolidated
statements of income if the estimated fair value is less than the carrying value. In addition, for these non-marketable equity securities, determining whether a
non-marketable equity security issued by the same issuer is similar to the non-marketable equity security we hold may require judgment in (a) assessment of
differences in rights and obligations associated with the instruments such as voting rights, distribution rights and preferences, and conversion features, and (b)
adjustments to the observable price for differences such as, but not limited to, rights and obligations, control premium, liquidity, or principal or most
advantageous markets. The identification of observable transactions will depend on the timely reporting of these transactions from our investee companies,
which may occur in a period subsequent to when the transactions take place. Therefore, our fair value adjustment for these observable transactions may occur
in a period subsequent to when the transaction actually occurred.
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Components of Results of Operations
Revenue
Family of Apps (FoA)
Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
principal, we recognize revenue on a net basis.
Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
infrastructure and revenue from various other sources.
Reality Labs (RL)
RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
Cost of Revenue and Operating Expenses
Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing


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customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content
costs.
Research and development. Research and development expenses consist mostly of payroll and related expenses which include share-based
compensation, RL technology development costs, facilities-related costs for employees on our engineering and technical teams who are responsible for
developing new products as well as improving existing products, and restructuring charges.
Marketing and sales. Marketing and sales expenses consist mainly of marketing and promotional expenses as well as payroll and related expenses
which include share-based compensation for our employees engaged in sales, sales support, marketing, business development, and customer service functions.
Our marketing and sales expenses also include professional services such as content reviewers to support our community and product operations and
restructuring charges.
General and administrative. General and administrative expenses consist primarily of legal-related costs, which include estimated fines, settlements, or
other losses in connection with legal and related matters, as well as other legal fees; payroll and related expenses which include share-based compensation for
certain of our executives as well as our legal, finance, human resources, corporate communications and policy, and other administrative employees; other taxes,
such as digital services taxes and other non-income-based tax levies; professional services and restructuring charges.
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Results of Operations
In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a
discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
The following table sets forth our consolidated statements of income data (in millions):
Year Ended December 31,
2023 2022 2021
Revenue $ 134,902 $ 116,609 $ 117,929 
Costs and expenses:  
Cost of revenue 25,959 25,249 22,649 
Research and development 38,483 35,338 24,655 
Marketing and sales 12,301 15,262 14,043 
General and administrative 11,408 11,816 9,829 
Total costs and expenses 88,151 87,665 71,176 
Income from operations 46,751 28,944 46,753 
Interest and other income (expense), net 677 (125) 531 
Income before provision for income taxes 47,428 28,819 47,284 
Provision for income taxes 8,330 5,619 7,914 
Net income $ 39,098 $ 23,200 $ 39,370 
The following table sets forth our consolidated statements of income data (as a percentage of revenue):
Year Ended December 31,
2023 2022 2021
Revenue 100 % 100 % 100 %
Costs and expenses:
Cost of revenue 19 22 19 
Research and development 29 30 21 
Marketing and sales 9 13 12 
General and administrative 8 10 8 
Total costs and expenses 65 75 60 
Income from operations 35 25 40 
Interest and other income (expense), net 1 — — 
Income before provision for income taxes 35 25 40 
Provision for income taxes 6 5 7


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Provision for income taxes 6 5 7 
Net income 29 % 20 % 33 %
_________________________
(1) Percentages have been rounded for presentation purposes and may dif fer from unrounded results.(1)
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Revenue
The following table sets forth our revenue by source and by segment:
 Year Ended December 31,
 2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Advertising $ 131,948 $ 113,642 $ 114,934 16 % (1)%
Other revenue 1,058 808 721 31 % 12 %
Family of Apps 133,006 114,450 115,655 16 % (1)%
Reality Labs 1,896 2,159 2,274 (12)% (5)%
Total revenue $ 134,902 $ 116,609 $ 117,929 16 % (1)%
Family of Apps
FoA revenue in 2023 increased $18.56 billion, or 16%, compared to 2022. The increase was almost entirely driven by advertising revenue.
Advertising
Advertising revenue in 2023 increased $18.31 billion, or 16%, compared to 2022 due to an increase in the number of ads delivered, partially offset by a
decrease in the average price per ad. In 2023, the number of ads delivered increased by 28%, as compared with an 18% increase in 2022 as ads impressions
grew in all regions during 2023, especially in Asia-Pacific and Rest of World. The increase in the ads delivered during 2023 was driven by increases in the
number and frequency of ads displayed across our products and an increase in users. In 2023, the average price per ad decreased by 9%, as compared with a
decrease of 16% in 2022. The decrease in average price per ad was driven by an increase in the number of ads delivered, especially in geographies and in
products, such as Reels, that monetize at lower rates. While the average price per ad declined year-over-year, we believe the improvements to our ad targeting
and measurement tools have had a favorable impact on our ad performance and advertising demand. Other factors are also discussed in the section entitled "—
Executive Overview of Full Year 2023 Results." In addition, year-over-year advertising revenue growth for the full year 2023 was driven mainly by marketer


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spending in online commerce, which benefited from marketers based in China, consumer packaged goods, and entertainment and media. We anticipate that
future advertising revenue will be driven by a combination of price and the number of ads delivered.
Other revenue
FoA other revenue in 2023 increased $250 million, or 31%, compared to 2022. The increase was mainly driven by WhatsApp Business Platform
revenue.
Reality Labs
RL revenue in 2023 decreased $263 million, or 12%, compared to 2022. The decrease in RL revenue was mostly driven by a net decrease in the volume
of Meta Quest sales.
Revenue Seasonality
Revenue is traditionally seasonally strong in the fourth quarter of each year due in part to seasonal holiday demand. We believe that this seasonality in
both advertising revenue and RL consumer hardware sales affects our quarterly results, which generally reflect significant growth in revenue between the third
and fourth quarters and a decline between the fourth and subsequent first quarters. For instance, our total revenue increased 17%, 16%, and 16% between the
third and fourth quarters of 2023, 2022, and 2021, respectively, while total revenue for the first quarters of 2023, 2022, and 2021 declined 11%, 17%, and 7%
compared to the fourth quarters of 2022, 2021, and 2020 respectively.
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Foreign Exchange Impact on Revenue
Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had
translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our
total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and
advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year
2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual
total revenue and advertising revenue, respectively, for the full year 2022.
Cost of revenue
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Cost of revenue $ 25,959 $ 25,249 $ 22,649 3 % 11 %
Percentage of revenue 19 % 22 % 19 %
Cost of revenue in 2023 increased $710 million, or 3%, compared to 2022. The increase was primarily driven by higher operational expenses related to
our data centers and technical infrastructure, partially offset by a decrease in data center abandonment charges related to restructuring and lower content costs.
See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Annual Report on Form 10-K for additional information regarding restructuring charges.
Research and development
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Research and development $ 38,483 $ 35,338 $ 24,655 9 % 43 %
Percentage of revenue 29 % 30 % 21 %
Research and development expenses in 2023 increased $3.15 billion, or 9%, compared to 2022. The increase was primarily from higher payroll and
related expenses driven by an increase in share-based compensation expenses.


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related expenses driven by an increase in share-based compensation expenses.
Marketing and sales
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Marketing and sales $ 12,301 $ 15,262 $ 14,043 (19)% 9 %
Percentage of revenue 9 % 13 % 12 %
Marketing and sales expenses in 2023 decreased $2.96 billion, or 19%, compared to 2022. The decrease was mainly due to decreases in marketing and
promotional expenses as well as payroll and related expenses. The payroll and related expenses decreased as a result of a decrease in employee headcount from
December 31, 2022 to December 31, 2023 in our marketing and sales functions.
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General and administrative
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
General and administrative $ 11,408 $ 11,816 $ 9,829 (3)% 20 %
Percentage of revenue 8 % 10 % 8 %
 
General and administrative expenses in 2023 decreased $408 million, or 3%, compared to 2022. The decrease was mainly due to lower payroll and
related expenses, as a result of a decrease in employee headcount from December 31, 2022 to December 31, 2023 in our general and administrative functions.
Segment profitability
The following table sets forth income (loss) from operations by segment:
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Family of Apps $ 62,871 $ 42,661 $ 56,946 47 % (25)%
Reality Labs (16,120) (13,717) (10,193) (18)% (35)%
Total income from operations $ 46,751 $ 28,944 $ 46,753 62 % (38)%
Family of Apps
FoA income from operations in 2023 increased $20.21 billion, or 47%, compared to 2022. The increase was mostly driven by higher advertising revenue
and a decrease in marketing and sales expenses.
Reality Labs
RL loss from operations in 2023 increased $2.40 billion, or 18%, compared to 2022. The increase in loss was mainly due to an increase in payroll and
related expenses and a decrease in RL revenue.
Interest and other income (expense), net
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Interest income $ 1,639 $ 461 $ 484 256 % (5)%
Interest expense (446) (185) (23) (141)% NM
Foreign currency exchange losses, net (366) (81) (140) (352)% 42 %


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Other income (expense), net (150) (320) 210 53 % (252)%
Interest and other income (expense), net $ 677 $ (125)$ 531 NM (124)%
 
Interest and other income (expense), net in 2023 increased $802 million compared to 2022. The increase in interest income was due to a combination of
higher interest rates and higher balances, compared to the same period in 2022. Changes in other income (expense), net were mostly related to gains (losses)
recognized for our equity investments.
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Provision for income taxes
Year Ended December 31,
2023 2022 20212023 vs 2022 %
change2022 vs 2021 %
change
(in millions, except percentages)
Provision for income taxes $ 8,330 $ 5,619 $ 7,914 48 % (29)%
Effective tax rate 18 % 19 % 17 %
Our provision for income taxes in 2023 increased $2.71 billion, or 48%, compared to 2022, due to an increase in income before provision for income
taxes.
Our effective tax rate in 2023 decreased compared to 2022, primarily due to excess tax benefits recognized from share-based compensation in 2023 and
the effect of additional guidance issued by the Internal Revenue Service (IRS) providing temporary relief on foreign tax credits. This was partially offset by a
decrease in the proportion of U.S. tax benefits from foreign-derived intangible income relative to income before provision for income taxes and additional
clarification issued by the IRS in September 2023 regarding research and development expenses subject to mandatory capitalization and amortization.
Effective Tax Rate Items. Our effective tax rate in the future will depend upon the proportion between the following items and income before provision
for income taxes: U.S. tax benefits from foreign-derived intangible income, tax effects from share-based compensation, research tax credit, tax effects from
capital losses not expected to be utilized, restructurings, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes
in tax law.
The accounting for share-based compensation may increase or decrease our effective tax rate based upon the difference between our share-based
compensation expense and the deductions taken on our tax return, which depend upon the stock price at the time of employee award vesting. If our stock price
remains constant to the January 26, 2024 price, and absent any changes to U.S. tax law, we expect our effective tax rate for the full year 2024 to be in the mid-
teens. This includes the effects of the mandatory capitalization and amortization of research and development expenses incurred in 2023, as required by the
2017 Tax Cuts and Jobs Act (Tax Act). The mandatory capitalization requirement increased our 2023 cash tax liabilities materially but also decreased our


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effective tax rate due to increasing the foreign-derived intangible income deduction. If the mandatory capitalization is deferred, our effective tax rate in 2024
could be higher when compared to current law and our cash tax liabilities could be lower.
Unrecognized Tax Benefits. As of December 31, 2023, we had net uncertain tax positions of $6.95 billion which were accrued as other liabilities. These
unrecognized tax benefits were predominantly accrued for uncertainties related to transfer pricing with our foreign subsidiaries, which includes licensing of
intellectual property, providing services and other transactions, as well as for uncertainties regarding the utilization of our research tax credits. The ultimate
settlement of the liabilities will depend upon resolution of tax audits, litigation, or events that would otherwise change the assessment of such items. Based
upon the status of litigation described below and the current status of tax audits in various jurisdictions, we do not anticipate a material change to such amounts
within the next 12 months.
See Note 15 — Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Annual Report on Form 10-K for additional information regarding income tax contingencies.
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Liquidity and Capital Resources
Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and
marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment
grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment
holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase
of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds
from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures,
including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share
settlement of employee restricted stock unit (RSU) awards.
The following table presents our cash flows (in millions):
Year Ended December 31,
2023 2022 2021
Net cash provided by operating activities $ 71,113 $ 50,475 $ 57,683 
Net cash used in investing activities $ (24,495)$ (28,970)$ (7,570)
Net cash used in financing activities $ (19,500)$ (22,136)$ (50,728)
Cash Provided by Operating Activities
Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as
$14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes
in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from
our customers driven by the increase in revenue, and a decrease in payments to our vendors.
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Cash Used in Investing Activities
Cash used in investing activities during 2023 mostly consisted of $27.05 billion of net purchases of property and equipment as we continued to invest in
data centers, servers, and network infrastructure, partially offset by $3.20 billion net proceeds from maturities and sales of marketable debt securities. The
decrease in cash used in investing activities during 2023 compared to 2022 was mostly due to a decrease in purchases of property and equipment.
We anticipate making capital expenditures of approximately $30 billion to $37 billion in 2024.
Cash Used in Financing Activities
Cash used in financing activities during 2023 mostly consisted of $19.77 billion for repurchases of our Class A common stock and $7.01 billion of taxes
paid related to net share settlement of RSUs, partially offset by $8.46 billion proceeds from the issuance of the Notes in May 2023. The decrease in cash used
in financing activities during 2023 compared to 2022 was mainly due to a decrease in cash paid for repurchases of our Class A common stock, partially offset
by an increase in taxes paid related to net share settlement of employee RSU awards and a decrease in net proceeds from our debt offerings.
Free Cash Flow
In addition to other financial measures presented in accordance with U.S. GAAP, we monitor free cash flow (FCF) as a non-GAAP measure to manage
our business, make planning decisions, evaluate our performance, and allocate resources. We define FCF as net cash provided by operating activities reduced
by net purchases of property and equipment and principal payments on finance leases.
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We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding
how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
We have chosen our definition for FCF because we believe that this methodology can provide useful supplemental information to help investors better
understand underlying trends in our business. We use FCF in discussions with our senior management and board of directors.
FCF has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of other GAAP financial measures,
such as net cash provided by operating activities. FCF is not intended to represent our residual cash flow available for discretionary expenses. Some of the
limitations of FCF are:
• FCF does not reflect our future contractual commitments; and
• other companies in our industry present similarly titled measures differently than we do, limiting their usefulness as comparative measures.
Management compensates for the inherent limitations associated with using the FCF measure through disclosure of such limitations, presentation of our
financial statements in accordance with GAAP, and reconciliation of FCF to the most directly comparable GAAP measure, net cash provided by operating
activities, as presented below.
The following is a reconciliation of FCF to the most comparable GAAP measure, net cash provided by operating activities (in millions):
Year Ended December 31,
2023 2022 2021
Net cash provided by operating activities $ 71,113 $ 50,475 $ 57,683 
Purchases of property and equipment, net (27,045) (31,186) (18,567)
Principal payments on finance leases (1,058) (850) (677)
Free cash flow $ 43,010 $ 18,439 $ 38,439 
Material Cash Requirements
We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash
needs and fund our share repurchases and dividend payments for at least the next 12 months and thereafter for the foreseeable future. We continuously evaluate
our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.
Leases and Contractual Commitments
Our operating lease obligations mostly include offices, data centers, and colocations. Our finance lease obligations include certain network


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infrastructure. Our facilities consolidation restructuring efforts did not materially change our operating lease obligations.
Our contractual commitments are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality
Labs.
Long-term Debt
As of December 31, 2023, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $18.50 billion.
These notes were issued in multiple series, which mature from 2027 through 2063. Short-term and long-term future interest payments obligations as of
December 31, 2023 are $848 million and $16.40 billion, respectively. Net proceeds from the offerings are used for general corporate purposes, which may
include, but are not limited to, capital expenditures, share repurchases, dividend payments, acquisitions or investments.
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Share Repurchase
Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have
an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion,
which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and
authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
Dividend
On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is
equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close
of business on February 22, 2024.
Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on
our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of
directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
Taxes
Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion
related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we
will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions
as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we
are unable to make a reasonably reliable estimate of the timing of payments.
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Loss Contingencies
We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a liability when we believe that
it is both probable that a liability has been incurred, and that the amount can be reasonably estimated. If we determine there is a reasonable possibility that we
may incur a loss and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements
to the extent material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently
unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to
be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.
See Note 8 — Leases, Note 10 — Long-term Debt, Note 12 — Commitments and Contingencies, Note 13 — Stockholders' Equity, and Note 15 —
Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings" contained in Part I, Item 3 of this
Annual Report on Form 10-K for additional information regarding leases and contractual commitments, debt, taxes, and contingencies.
Recently Issued Accounting Pronouncements
For information on recently issued accounting pronouncements, see Note 1 — Summary of Significant Accounting Policies in the accompanying notes
to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
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Item 7A.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
Foreign Currency Exchange Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro.
Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our
revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations
— Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring
monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this
time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency
exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of
$366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
Interest Rate Sensitivity
Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and
the fair value of our long-term debt.
Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S.
government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and
supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the
market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and
$558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized


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gains or losses resulting from such interest rate changes and from the current unrealized gains or losses would only occur if we sold the investments prior to
maturity.
As of December 31, 2023 and 2022, we also had aggregate principal amounts of fixed-rate senior notes (the Notes) outstanding of $18.50 billion and
$10.00 billion, respectively. Since our Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact
on our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of
declining interest rates and declining in periods of increasing interest rates.
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Equity Price Risk
Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying
value of our holdings.
Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for
substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair
value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date
to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial
condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the
investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions.
Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result
in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in
Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable
Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and
Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting
Estimates" contained in this Annual Report on Form 10-K.
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Item 8.Financial Statements and Supplementary Data
META PLATFORMS, INC.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) 85
Consolidated Financial Statements:
Consolidated Balance Sheets 89
Consolidated Statements of Income 90
Consolidated Statements of Comprehensive Income 91
Consolidated Statements of Stockholders' Equity 92
Consolidated Statements of Cash Flows 93
Notes to Consolidated Financial Statements 95
 
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Meta Platforms, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related
consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31,
2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating


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the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required
to be communicated to the Audit & Risk Oversight Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
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Loss Contingencies
Description of the MatterAs described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and
regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the
amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of
these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or
range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such
losses or a range of possible losses cannot be reasonably estimated at this time.
Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the
significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential
amount or range of such losses.
How We Addressed the
Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and
evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized
and their ability to reasonably estimate the potential range of possible losses.
Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors,
reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed
appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external
legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the
appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
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Uncertain Tax Positions
Description of the MatterAs discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal
Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods
examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in
its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses
judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the
amount of tax benefit that qualifies for recognition.
Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the
significant judgment required to assess management's evaluation of technical merits and the measurement of the tax position
based on interpretations of tax laws and legal rulings.
How We Addressed the
Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process
to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax
positions.
As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist
with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's
correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the
Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and
experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the
Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of
the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also
evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to
these matters.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2007.
San Mateo, California
February 1, 2024
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Meta Platforms, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our
opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity
and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is
to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Mateo, California
February 1, 2024
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META PLATFORMS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except for number of shares and par value)
December 31,
 2023 2022
Assets   
Current assets:   
Cash and cash equivalents $ 41,862 $ 14,681 
Marketable securities 23,541 26,057 
Accounts receivable, net 16,169 13,466 
Prepaid expenses and other current assets 3,793 5,345 
Total current assets 85,365 59,549 
Non-marketable equity securities 6,141 6,201 
Property and equipment, net 96,587 79,518 
Operating lease right-of-use assets 13,294 12,673 
Intangible assets, net 788 897 
Goodwill 20,654 20,306 
Other assets 6,794 6,583 
Total assets $ 229,623 $ 185,727 
Liabilities and stockholders' equity   
Current liabilities:   
Accounts payable $ 4,849 $ 4,990 
Partners payable 863 1,117 
Operating lease liabilities, current 1,623 1,367 
Accrued expenses and other current liabilities 24,625 19,552 
Total current liabilities 31,960 27,026 
Operating lease liabilities, non-current 17,226 15,301 
Long-term debt 18,385 9,923 
Other liabilities 8,884 7,764 
Total liabilities 76,455 60,014 
Commitments and contingencies
Stockholders' equity:   
Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,211 million and 2,247 million
shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 4,141 million Class B shares
authorized, 350 million and 367 million shares issued and outstanding, as of December 31, 2023 and 2022,
respectively — — 
Additional paid-in capital 73,253 64,444 
Accumulated other comprehensive loss (2,155) (3,530)


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Retained earnings 82,070 64,799 
Total stockholders' equity 153,168 125,713 
Total liabilities and stockholders' equity $ 229,623 $ 185,727 
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
 Year Ended December 31,
2023 2022 2021
Revenue $ 134,902 $ 116,609 $ 117,929 
Costs and expenses:   
Cost of revenue 25,959 25,249 22,649 
Research and development 38,483 35,338 24,655 
Marketing and sales 12,301 15,262 14,043 
General and administrative 11,408 11,816 9,829 
Total costs and expenses 88,151 87,665 71,176 
Income from operations 46,751 28,944 46,753 
Interest and other income (expense), net 677 (125) 531 
Income before provision for income taxes 47,428 28,819 47,284 
Provision for income taxes 8,330 5,619 7,914 
Net income $ 39,098 $ 23,200 $ 39,370 
Earnings per share attributable to Class A and Class B common stockholders:    
Basic $ 15.19 $ 8.63 $ 13.99 
Diluted $ 14.87 $ 8.59 $ 13.77 
Weighted-average shares used to compute earnings per share attributable to Class A
and Class B common stockholders:
Basic 2,574 2,687 2,815 
Diluted 2,629 2,702 2,859 
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Year Ended December 31, 
2023 2022 2021
Net income $ 39,098 $ 23,200 $ 39,370 
Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of tax 618 (1,184) (1,116)
Change in unrealized gain (loss) on available-for-sale investments and other, net of tax 757 (1,653) (504)
Comprehensive income $ 40,473 $ 20,363 $ 37,750 
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions)
Class A and Class B
Common Stock
Additional
Paid-In CapitalAccumulated
Other
Comprehensive
Income (Loss)Retained
EarningsTotal
Stockholders'
Equity Shares Par Value
Balances at December 31, 2020 2,849 $ — $ 50,018 $ 927 $ 77,345 $ 128,290 
Issuance of common stock 45 — — — — — 
Shares withheld related to net share settlement (17) — (3,371) — (2,144) (5,515)
Share-based compensation — — 9,164 — — 9,164 
Share repurchases (136) — — — (44,810) (44,810)
Other comprehensive loss — — — (1,620) — (1,620)
Net income — — — — 39,370 39,370 
Balances at December 31, 2021 2,741 — 55,811 (693) 69,761 124,879 
Issuance of common stock 54 — — — — — 
Shares withheld related to net share settlement (20) — (3,359) — (236) (3,595)
Share-based compensation — — 11,992 — — 11,992 
Share repurchases (161) — — — (27,926) (27,926)
Other comprehensive loss — — — (2,837) — (2,837)
Net income — — — — 23,200 23,200 
Balances at December 31, 2022 2,614 — 64,444 (3,530) 64,799 125,713 
Issuance of common stock 65 — — — — — 
Shares withheld related to net share settlement (26) — (5,218) — (1,794) (7,012)
Share-based compensation — — 14,027 — — 14,027 
Share repurchases (92) — — — (20,033) (20,033)
Other comprehensive income — — — 1,375 — 1,375


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Net income — — — — 39,098 39,098 
Balances at December 31, 2023 2,561 $ — $ 73,253 $ (2,155)$ 82,070 $ 153,168 
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31, 
2023 2022 2021
Cash flows from operating activities
Net income $ 39,098 $ 23,200 $ 39,370 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 11,178 8,686 7,967 
Share-based compensation 14,027 11,992 9,164 
Deferred income taxes 131 (3,286) 609 
Impairment charges for facilities consolidation, net 2,432 2,218 — 
Data center assets abandonment (224) 1,341 — 
Other 635 641 (127)
Changes in assets and liabilities:
Accounts receivable (2,399) 231 (3,110)
Prepaid expenses and other current assets 559 162 (1,750)
Other assets (80) (106) (349)
Accounts payable 51 210 1,436 
Partners payable (271) 90 (12)
Accrued expenses and other current liabilities 5,352 4,210 3,544 
Other liabilities 624 886 941 
Net cash provided by operating activities 71,113 50,475 57,683 
Cash flows from investing activities
Purchases of property and equipment (27,266) (31,431) (18,690)
Proceeds relating to property and equipment 221 245 123 
Purchases of marketable debt securities (2,982) (9,626) (30,407)
Sales and maturities of marketable debt securities 6,184 13,158 42,586 
Acquisitions of businesses and intangible assets (629) (1,312) (851)
Other investing activities (23) (4) (331)
Net cash used in investing activities (24,495) (28,970) (7,570)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards (7,012) (3,595) (5,515)
Repurchases of Class A common stock (19,774) (27,956) (44,537)


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Proceeds from issuance of long-term debt, net 8,455 9,921 — 
Principal payments on finance leases (1,058) (850) (677)
Other financing activities (111) 344 1 
Net cash used in financing activities (19,500) (22,136) (50,728)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 113 (638) (474)
Net increase (decrease) in cash, cash equivalents, and restricted cash 27,231 (1,269) (1,089)
Cash, cash equivalents, and restricted cash at beginning of the period 15,596 16,865 17,954 
Cash, cash equivalents, and restricted cash at end of the period $ 42,827 $ 15,596 $ 16,865 
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance
sheets
Cash and cash equivalents $ 41,862 $ 14,681 $ 16,601 
Restricted cash, included in prepaid expenses and other current assets 99 294 149 
Restricted cash, included in other assets 866 621 115 
Total cash, cash equivalents, and restricted cash $ 42,827 $ 15,596 $ 16,865 
    
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31, 
2023 2022 2021
Supplemental cash flow data
Cash paid for income taxes, net $ 6,607 $ 6,407 $ 8,525 
Cash paid for interest, net of amounts capitalized $ 448 $ — $ — 
Non-cash investing and financing activities:
Property and equipment in accounts payable and accrued expenses and other current
liabilities $ 4,105 $ 3,319 $ 3,404 
Acquisition of businesses in accrued expenses and other current liabilities and other
liabilities $ 119 $ 291 $ 73 
Other current assets through financing arrangement in accrued expenses and other
current liabilities $ 15 $ 16 $ 508 
Repurchases of Class A common stock in accrued expenses and other current liabilities$ 474 $ 310 $ 340 
See Accompanying Notes to Consolidated Financial Statements.
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META PLATFORMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization and Description of Business
We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of
our products, including our apps, share the vision of helping to bring the metaverse to life.
We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with
how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of
our revenue from advertising.
Basis of Presentation
We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial
statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for
which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
Use of Estimates
Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts
in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets
and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other
assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not
limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-
marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and
fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and
expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
Revenue Recognition
We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when
control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for


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those goods or services.
Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are
recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for
contracts with an original expected length of one year or less.
Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent.
Advertising Revenue
Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for
ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of
actions, such as clicks, taken by our users.
We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
action the marketer contracted for. In general, we report advertising
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revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to
monetize the advertising inventory before it is transferred to our customers.
For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the
agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the
customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-
based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these
amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates
of variable consideration.
Reality Labs Revenue
RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is
recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration
RL expects to be entitled to in exchange for the products.
Other Revenue
Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and
revenue from various other sources.
Cost of Revenue
Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the
operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll
and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also
includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer
transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.
Content Costs
Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform.


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We pay fees to these content providers based on revenue generated, a flat fee, or both. For licensed video, we expense the cost per title when the title is
accepted and available for viewing if the capitalization criteria are not met. Video content costs that meet the criteria for capitalization were not material to
date.
For licensed music, we expense the license fees over the contractual license period. We pay fees to music partners based on revenue generated, minimum
guaranteed fees, flat fees, or a combination thereof. Expensed content costs are included in cost of revenue on our consolidated statements of income.
Software Development Costs
Software development costs, including costs to develop software products or the software component of products to be marketed or sold to external
users, are expensed before the software or technology reach technological feasibility, which is typically reached shortly before the release of such products.
Software development costs also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services.
These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be
completed and the software will be used to perform the function intended. Software development costs that meet the criteria for capitalization were not material
to date.
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Share-based Compensation
Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on
the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the
straight-line basis over the requisite service period and forfeitures are accounted for as they occur.
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for
income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.
Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax
rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the
deferred income tax effects of a change in tax rates in the period of the enactment.
We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider
all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable
income and ongoing tax planning strategies in assessing the need for a valuation allowance.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on
examination by the taxing authorities based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions as a
component of the provision for income taxes.
Advertising Expense
Advertising costs are expensed when incurred and are included in marketing and sales expenses on our consolidated statements of income. We incurred
advertising expenses of $2.02 billion, $2.65 billion, and $2.99 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
Employee Severance
We recognize one-time employee termination costs when notification occurs, based on the regional requirements in which the employee works.


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Cash and Cash Equivalents, Marketable Securities, and Restricted Cash
Cash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less
from the date of purchase. We classify amounts in transit from customer credit cards and payment service providers as cash on our consolidated balance sheets.
We hold investments in marketable securities, consisting of U.S. government securities, U.S. government agency securities, and investment grade
corporate debt securities. We classify our marketable securities as available-for-sale (AFS) investments in our current assets because they represent investments
of cash available for current operations. Our AFS investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in
accumulated other comprehensive income (loss) in stockholders' equity. AFS debt securities with an amortized cost basis in excess of estimated fair value are
assessed to determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses on AFS debt securities are
recognized as a charge in interest and other income (expense), net on our consolidated statements of income, and any remaining unrealized losses, net of taxes,
are included in accumulated other comprehensive income (loss) in stockholders' equity. The amounts of credit losses recorded for the years ended
December 31, 2023, 2022, and 2021 were not material. We determine realized gains or losses on sale of marketable securities on a specific
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identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our
acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the
restrictions.
Non-marketable Equity Securities
Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for
substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair
value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically
review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount,
we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest
and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023
and 2022.
Fair Value Measurements
We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value
in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are
required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk
measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer
restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels
and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


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Level 1- Quoted prices in active markets for identical assets or liabilities.
Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or
liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or
liabilities.
Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing
the asset or liability.
Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived
from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3
because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When
indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified
within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and
other unobservable inputs including volatility, rights, and obligations of the securities we hold.
Accounts Receivable and Allowances
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make
estimates of expected credit and collectibility trends for the allowance for credit losses and
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allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances,
credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may
affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of
income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.
Property and Equipment
Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.
The estimated useful lives of property and equipment and amortization periods of finance lease right-of-use (ROU) assets are described below:
Property and Equipment Useful Life/ Amortization period
Servers and network assets Four to Five years
Buildings 25 to 30 years
Equipment and other One to 25 years
Finance lease right-of-use assets Three to 20 years
Leasehold improvements Lesser of estimated useful life or remaining lease term
We evaluate at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the
carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable,
and the asset's fair value is less than the carrying amount, an impairment charge is recognized. Additionally, we recorded abandonment charges and its related
adjustments in 2023 and 2022 for data center construction in progress (CIP) assets under ASC Topic 360 related to our restructuring efforts. For additional
information regarding our restructuring efforts, see Note 3 — Restructuring.
The useful lives of our property and equipment are determined by management when those assets are initially recognized and are routinely reviewed for
the remaining estimated useful lives. Our current estimate of useful lives represents the best estimate of the useful lives based on current facts and
circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological
advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively


