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+# Meta Platforms, Inc. - Annual Report 2023
+
+# Meta Platforms, Inc. - Annual Report 2023
+
+Meta Platforms, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|John Doe|Chief Executive Officer|February 15, 2024|
+|Jane Smith|Chief Financial Officer|February 15, 2024|
+---
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of pe registrant's Proxy Statement for pe 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of pis Annual Report on Form 10-K to pe extent stated herein. Such proxy statement will be filed wip pe Securities and Exchange Commission wipin 120 days of pe registrant's fiscal year ended December 31, 2023.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+- PART I - Business
+- PART I - Risk Factors
+- PART II - Properties
+- PART II - Legal Proceedings
+- PART II - Market for Registrant's Common Equity
+- PART II - Management's Discussion and Analysis
+- PART II - Financial Statements and Supplementary Data
+- PART III - Directors, Executive Officers and Corporate Governance
+- PART III - Executive Compensation
+- PART III - Security Ownership
+- PART III - Relationships and Transactions
+- PART III - Principal Accountant Fees
+- PART IV - Exhibit and Financial Statement Schedules
+- PART IV - Form 10-K Summary
+- Signatures
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## PART I - Business
+
+Content for Business goes here.
+
+## PART I - Risk Factors
+
+Content for Risk Factors goes here.
+
+## PART II - Properties
+
+Content for Properties goes here.
+
+## PART II - Legal Proceedings
+
+Content for Legal Proceedings goes here.
+
+## PART II - Market for Registrant's Common Equity
+
+Content for Market for Registrant's Common Equity goes here.
+
+## PART II - Management's Discussion and Analysis
+
+Content for Management's Discussion and Analysis goes here.
+
+## PART II - Financial Statements and Supplementary Data
+
+Content for Financial Statements and Supplementary Data goes here.
+
+## PART III - Directors, Executive Officers and Corporate Governance
+
+Content for Directors, Executive Officers and Corporate Governance goes here.
+
+## PART III - Executive Compensation
+
+Content for Executive Compensation goes here.
+
+## PART III - Security Ownership
+
+Content for Security Ownership goes here.
+
+## PART III - Relationships and Transactions
+
+Content for Relationships and Transactions goes here.
+
+## PART III - Principal Accountant Fees
+
+Content for Principal Accountant Fees goes here.
+
+## PART IV - Exhibit and Financial Statement Schedules
+
+Content for Exhibit and Financial Statement Schedules goes here.
+
+## PART IV - Form 10-K Summary
+
+Content for Form 10-K Summary goes here.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1 Name]|[Signature 1 Title]|[Signature 1 Date]|
+|[Signature 2 Name]|[Signature 2 Title]|[Signature 2 Date]|
+|[Signature 3 Name]|[Signature 3 Title]|[Signature 3 Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Contents will go here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 2022|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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 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 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
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Signature|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|January 2, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2023|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Signature|Date|
+|---|---|
+|Signature: _______________|Date: _______________|
+|Signature: _______________|Date: _______________|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Signature|
+|---|---|---|
+|Mark Zuckerberg|CEO|Signature Image|
+|Sheryl Sandberg|COO|Signature Image|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|January 2, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signature|Date|
+|---|---|
+|Mark Zuckerberg|March 31, 2022|
+|Sheryl Sandberg|March 31, 2022|
+---
+# Meta Platforms, Inc. - Signatures
+
+table {
+width: 100%;
+border-collapse: collapse;
+}
+th, td {
+border: 1px solid black;
+padding: 8px;
+text-align: left;
+}
+
+# Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2022|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+...
+
+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.
+
+...
+
+We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
+
+...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2023|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name of Signatory 1]|[Title of Signatory 1]|[Date of Signature 1]|
+|[Name of Signatory 2]|[Title of Signatory 2]|[Date of Signature 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
+
+## Item 2. Properties
+
+Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
+
+In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe that our facilities are adequate for our current needs.
+
+## Item 3. Legal Proceedings
+
+As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 25, 2024|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|[Signature 1]|[Date 1]|
+|[Signature 2]|[Date 2]|
+|[Signature 3]|[Date 3]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+## Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+**Comparison of Five-Year Cumulative Total Return for Meta Platforms, Inc, DJINET, S&P 500 and Nasdaq Composite**
+| |12/31/2018|12/31/2019|12/31/2020|12/31/2021|12/31/2022|12/31/2023|
+|---|---|---|---|---|---|---|
+|Meta Platforms, Inc|$100|$|$|$|$|$|
+|DJINET|$|$|$|$|$|$|
+|S&P 500|$|$|$|$|$|$|
+|Nasdaq Composite|$|$|$|$|$|$|
+
+## Item 6. [Reserved]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical consolidated
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% Change|2023 December 31|2022|% Change|2023 December 31|2022|% Change|
+|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 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Severance and Other|
+|---|---|---|
+|Facilities Consolidation|$177|Personnel Costs -|
+|Research and development|$1,581|$413|
+|Marketing and sales|$396|$307|
+|General and administrative|$352|$450|
+|Total|$2,506|$1,170|
+
+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.
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+|Signature|Date|
+|---|---|
+|John Doe|March 1, 2024|
+|Jane Smith|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+Daily Active People (DAP): We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our "Family" of products) who visited at least one of these Family products through a mobile device application or using a web or mobile browser on a given day. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of DAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view DAP, and DAP as a percentage of MAP, as measures of engagement across our products. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Average over Month Ended|4.00|3.00|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Monthly Active People|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Ad Revenue|Non-Ad Revenue|
+|---|---|
+|Revenue Worldwide (in $ millions, except ARPP)|40,111|
+|42,000| |
+|35,000|33,671|
+|32,165|31,999|
+|34,146|1,405|
+|28,000|1,032|
+|27,908|28,822|
+|27,714|911|
+|28,645|501|
+|503| |
+|21,000|32,639|
+|910|670|
+|477|(31,254)|
+|544|31,498|
+|33,643|38,706|
+|14,000|26,998|
+|28,152|27,237|
+|28,101| |
+|7,000|Dec 31 2021|
+|Mar 31 2022| |
+|Jun 30 2022| |
+|Sep 30 2022| |
+|Dec 31 2022| |
+|Mar 31 2023| |
+|Jun 30 2023| |
+|Sep 30 2023| |
+|Dec 31 2023| |
+|ARPP: $9.39|$7.72|
+|$7.91|$7.53|
+|$8.63|$7.59|
+|$8.32|$8.71|
+|$10.10| |
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|[Date]|
+|[Signature]|Sheryl Sandberg|COO|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+## Daily Active Users
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Worldwide (in millions)|1,929|1,960|1,968|1,984|2,000|2,037|2,064|2,085|2,110|
+
+### Daily Active Users - US & Canada
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|(in millions)|195|196|197|197|199|200|202|203|205|
+
+### Daily Active Users - Asia-Pacific
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|(in millions)|806|827|836|845|854|873|891|899|914|
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+Monthly Active Users (MAUs). We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of measurement. MAUs are a measure of the size of our global active user community on Facebook.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Europe (in millions)|427|418|407|408|407|411|409|408|408|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 14, 2022
+
+David Wehner
+Chief Financial Officer
+March 14, 2022
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+## 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+### Cost of Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+### Marketing and Sales
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## General and Administrative
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Provision for Income Taxes
+
+Year Ended December 31
+2023 vs 2022 %
+2022 vs 2021 %
+
+2023
+2022
+2021
+
+Provision for Income Taxes
+$8,330
+$5,619
+$7,914
+
+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 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.
+
+### Signature Page
+
+Signature
+Title
+Date
+
+Mark Zuckerberg
+CEO
+March 1, 2024
+
+Sheryl Sandberg
+COO
+March 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) / $50,475 (2022) / $57,683 (2021)|
+|Net cash used in investing activities|($24,495) / ($28,970) / ($7,570)|
+|Net cash used in financing activities|($19,500) / ($22,136) / ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+## Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+## Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+## Loss Contingencies
+
+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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name]|[Title]|[Date]|
+|[Signature Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# 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 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+|Signature|Date|
+|---|---|
+|John Doe|March 1, 2024|
+|Jane Smith|March 1, 2024|
+---
+# Meta Platforms, Inc. - Financial Statements
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|---|---|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+|Signature|Date|
+|---|---|
+|John Doe|March 15, 2024|
+|Jane Smith|March 15, 2024|
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+## How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+Signature
+Signatory
+
+/s/ Ernst & Young LLP
+Ernst & Young LLP
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+Definition and Limitations of Internal Control Over Financial Reporting
+
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Balance Sheets
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+|Stockholders' equity:| | |
+|Common stock| | |
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|John Doe|CEO|March 1, 2024|
+|Jane Smith|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+|Year Ended December 31|2022|2021|2020|
+|---|---|---|---|
+|Revenue|$202,313|$116,609|$117,929|
+|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| | | |
+|Basic|$15.19|$8.63|$13.99|
+|Diluted|$14.87|$8.59|$13.77|
+|Weighted-Average Shares| | | |
+|Basic|2,574|2,687|2,815|
+|Diluted|2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+| |Year Ended December 31|
+|---|---|
+|Net income|$39,098 (2023) $23,200 (2022) $39,370 (2021)|
+|Other comprehensive income (loss):| |
+|Change in foreign currency translation adjustment, net of tax|$618 (2023) ($1,184) (2022) ($1,116) (2021)|
+|Change in unrealized gain (loss) on available-for-sale investments and other, net of tax|$757 (2023) ($1,653) (2022) ($504) (2021)|
+|Comprehensive income|$40,473 (2023) $20,363 (2022) $37,750 (2021)|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+91
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+|Shares|Par Value|Additional Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290|
+|45|$0|$0|$0|$0|$0|
+|(17)|$0|($3,371)|$0|($2,144)|($5,515)|
+|0|$0|$9,164|$0|$0|$9,164|
+|(136)|$0|$0|$0|($44,810)|($44,810)|
+|0|$0|$0|($1,620)|$0|($1,620)|
+|0|$0|$0|$0|$39,370|$39,370|
+|2,741|$0|$55,811|($693)|$69,761|$124,879|
+|54|$0|$0|$0|$0|$0|
+|(20)|$0|($3,359)|$0|($236)|($3,595)|
+|0|$0|$11,992|$0|$0|$11,992|
+|(161)|$0|$0|$0|($27,926)|($27,926)|
+|0|$0|$0|($2,837)|$0|($2,837)|
+|0|$0|$0|$0|$23,200|$23,200|
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713|
+|65|$0|$0|$0|$0|$0|
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)|
+|0|$0|$14,027|$0|$0|$14,027|
+|(92)|$0|$0|$0|($20,033)|($20,033)|
+|0|$0|$0|$1,375|$0|$1,375|
+|0|$0|$0|$0|$39,098|$39,098|
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+**Cash flows from operating activities**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|Taxes paid related to net share settlement of equity awards|(7,012)|(3,595)|(5,515)|
+|Repurchases of Class A common stock|(19,774)|(27,956)|(44,537)|
+|Proceeds from issuance of long-term debt, net|8,455|9,921|—|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+| |113|(638)|(474)|
+
+**Net increase (decrease) in cash, cash equivalents, and restricted cash**
+| |2023|2022|2021|
+|---|---|---|---|
+| |27,231|(1,269)|(1,089)|
+
+**Cash, cash equivalents, and restricted cash**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+## Table of Contents
+
+**META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)**
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525|
+|Cash paid for interest, net of amounts capitalized|$448|$0|$0|
+|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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for 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
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|March 1, 2022|
+|[Signature]|Sheryl Sandberg|COO|March 1, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 2022|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share-based Compensation
+
+Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on
+the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the
+straight-line basis over the requisite service period and forfeitures are accounted for as they occur.
+
+## Income Taxes
+
+We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for
+income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
+
+We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.
+Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial
+reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax
+rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the
+deferred income tax effects of a change in tax rates in the period of the enactment.
+
+We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider
+all
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
+
+We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions.
+
+## Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+and 2022. In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023.
+
+## 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:
+
+- 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
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Contents will go here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Goodwill and Intangible Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+## Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+## Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 15, 2024|
+|Jane Smith|CFO|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 2. Revenue
+
+|Revenue Source|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Advertising| |$|2023|131,948|2022|113,642|2021|114,934|
+|Other revenue|$|1,058|808|721|
+|Family of Apps|$|133,006|114,450|115,655|
+|Reality Labs|$|1,896|2,159|2,274|
+|Total revenue|$|134,902|116,609|117,929|
+
+|Geography|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|United States and Canada| |$|2023|52,888|2022|50,150|2021|51,541|
+|Europe|$|31,210|26,681|29,057|
+|Asia-Pacific|$|36,154|27,760|26,739|
+|Rest of World|$|14,650|12,018|10,592|
+|Total revenue|$|134,902|116,609|117,929|
+
+(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(3) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|[Signature]|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Year Ended December 31, 2023| | | |Year Ended December 31, 2022|
+|---|---|---|---|---|
+| |Severance and Other Personnel Costs|Data Center Assets(1)|Total| |
+|Facilities Consolidation|$177|$0|($224)|($47)|
+|Research and Development|$1,581|($9)|$0|$1,572|
+|Marketing and Sales|$396|($1)|$0|$395|
+|General and Administrative|$352|($17)|$0|$335|
+|Total|$2,506|($27)|($224)|$2,255|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2022|$ Severance Liabilities|—|
+|---|---|---|
+| |Severance and other personnel costs|$975|
+| |Cash payments|($203)|
+|Balance as of December 31, 2022| |$772|
+| |Adjustments and foreign exchange|($35)|
+| |Cash payments|($737)|
+|Balance as of December 31, 2023| |$0|
+
+105
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+|Class|2023|Class|2022|Class|2021|
+|---|---|---|---|---|---|
+|Basic EPS:|15.19|15.19|8.63|8.63|13.99|13.99|
+|Diluted EPS:|14.87|14.87|8.59|8.59|13.77|13.77|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Table of Contents
+
+## Note 5. Financial Instruments
+
+Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing
+sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to
+develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value
+hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date Using
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+| |Less than 12 months| |12 months or greater| |Total|
+|---|---|---|---|---|---|
+|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|
+|U.S. government securities|$336|($1)|$7,041|($275)|$7,377|($276)|
+|U.S. government agency securities|$71| |$3,225|($164)|$3,296|($164)|
+|Corporate debt securities|$647|($3)|$10,125|($491)|$10,772|($494)|
+|Total|$1,054|($4)|$20,391|($930)|$21,445|($934)|
+
+| |Less than 12 months| |12 months or greater| |Total|
+|---|---|---|---|---|---|
+|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|
+|U.S. government securities|$5,008|($234)|$3,499|($247)|$8,507|($481)|
+|U.S. government agency securities|$524|($17)|$4,415|($308)|$4,939|($325)|
+|Corporate debt securities|$4,555|($249)|$7,256|($634)|$11,811|($883)|
+|Total|$10,087|($500)|$15,170|($1,189)|$25,257|($1,689)|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+### Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023|7,120|
+|---|---|---|
+|Due after one year to five years| |16,421|
+|Total| |23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Non-marketable equity securities under measurement alternative:|Initial cost|$6,389|$6,388|
+| |Cumulative upward adjustments|293|293|
+| |Cumulative impairment/downward adjustments|(599)|(497)|
+|Carrying value| |6,083|6,184|
+|Non-marketable equity securities under equity method| |58|17|
+|Total| |$6,141|$6,201|
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment|2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023), $104,493 (December 31, 2022)
+
+Less: Accumulated depreciation: ($33,134) (2023), ($24,975) (December 31, 2022)
+
+Property and equipment, net: $96,587 (2023), $79,518 (December 31, 2022)
+
+Construction in progress includes costs related to construction of data centers, network infrastructure, and servers.
+
+Depreciation expense on property and equipment and other details provided.
+
+## Note 8. Leases
+
+|Lease Costs|2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+
+Total lease cost: $3,040 (2023), $2,616 (2022), $2,171 (2021)
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|Year|Operating Leases|Finance Leases|
+|---|---|---|
+|2024|$2,219|$111|
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+
+Total undiscounted cash flows: $23,649 (Operating Leases) and $851 (Finance Leases)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+Lease liabilities, current: $1,623 (2023) and $90 (December 31, 2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+**Supplemental cash flow information related to leases (in millions)**
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+| |Operating cash flows for finance leases|$20|$16|$15|
+| |Financing cash flows for finance leases|$1,058|$850|$677|
+|Lease liabilities arising from obtaining right-of-use assets:|Operating leases|$4,370|$4,366|$4,466|
+| |Finance leases|$588|$223|$160|
+
+(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.
+
+## Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+**Changes in the carrying amount of goodwill by reportable segment (in millions)**
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+## Intangible Assets
+
+Intangible Assets
+Weighted-Average Remaining Useful Lives (in years)
+Gross Carrying Amount - December 31, 2023
+Accumulated Amortization - December 31, 2023
+Net Carrying Amount - December 31, 2023
+Gross Carrying Amount - December 31, 2022
+Accumulated Amortization - December 31, 2022
+Net Carrying Amount - December 31, 2022
+
+Acquired technology
+4.7
+$478
+($182)
+$296
+$507
+($144)
+$363
+
+Acquired patents
+2.4
+$287
+($233)
+$54
+$380
+($289)
+$91
+
+Other
+2.3
+$28
+($15)
+$13
+$86
+($25)
+$61
+
+Total finite-lived assets
+
+$793
+($430)
+$363
+$973
+($458)
+$515
+
+Total indefinite-lived assets
+N/A
+$425
+—
+$425
+$382
+—
+$382
+
+Total intangible assets
+
+$1,218
+($430)
+$788
+$1,355
+($458)
+$897
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):
+
+Year
+Expected Amortization Expense (in millions)
+
+2024
+$136
+
+2025
+$97
+
+2026
+$46
+
+2027
+$24
+
+2028
+$15
+
+Thereafter
+$45
+
+Total
+$363
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Table of Contents
+
+**Note 10. Long-term Debt**
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+|May 2023 debt:| | | | | |
+|2028 Notes|2028|4.60%|4.68%|$1,500| |
+|2030 Notes|2030|4.80%|4.90%|$1,000| |
+|2033 Notes|2033|4.95%|5.00%|$1,750| |
+|2053 Notes|2053|5.60%|5.64%|$2,500| |
+|2063 Notes|2063|5.75%|5.79%|$1,750| |
+|Total face amount of long-term debt| | | |$18,500|$10,000|
+|Unamortized discount and issuance costs, net| | | |($115)|($77)|
+|Long-term debt| | | |$18,385|$9,923|
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+- 2024 through 2026: $—
+- 2027: $2,750
+- 2028: $1,500
+- Thereafter: $14,250
+
+Total outstanding debt: $18,500
+
+**Signatures**
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+|Liabilities|December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+|Accrued expenses and other current liabilities|$24,625|$19,552|
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## Other Liabilities
+
+|Liabilities|2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+|Other liabilities|$8,884|$7,764|
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|November 30, 2023|
+|Sheryl Sandberg|COO|November 30, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+Capital Return Program
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Share-Based Compensation Expense Summary
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$2023 740|$2022 768|$2021 577|
+|Research and development|$11,429|$9,361|$7,106|
+|Marketing and sales|$952|$1,004|$837|
+|General and administrative|$906|$859|$644|
+|Total share-based compensation expense|$14,027|$11,992|$9,164|
+
+## Unvested RSUs Activities Summary
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$216.93|
+|Granted|112,066|$202.46|
+|Vested|(65,402)|$210.74|
+|Forfeited|(24,712)|$210.39|
+|Unvested at December 31, 2023|149,062|$209.85|
+
+The weighted-average grant date fair value of RSUs granted in 2022 and 2021 was $195.66 and $305.40, respectively. The fair value at vesting dates for 2023, 2022, and 2021 was $17.46 billion, $9.44 billion, and $14.42 billion, with income tax benefits recognized.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards, expected to be recognized over approximately three years.
+
+## Interest and Other Income (Expense) Summary
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$1,639|$461|$484|
+|Interest expense|($446)|($185)|($23)|
+|Foreign currency exchange losses, net|($366)|($81)|($140)|
+|Other income (expense), net|($150)|($320)|$210|
+|Interest and other income (expense), net|$677|($125)|$531|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Income Taxes
+
+# Income Taxes
+
+## Income Before Provision for Income Taxes
+
+| |2023|2022|2021|
+|---|---|---|---|
+|Domestic|$43,499|$25,025|$43,669|
+|Foreign|$3,929|$3,794|$3,615|
+|Total|$47,428|$28,819|$47,284|
+
+## Provision for Income Taxes
+
+| |2023|2022|2021|
+|---|---|---|---|
+|Current|$8,199|$8,896|$7,305|
+|Deferred|$131|($3,277)|$609|
+|Total Provision|$8,330|$5,619|$7,914|
+
+## Effective Tax Rate Reconciliation
+
+| |2023|2022|2021|
+|---|---|---|---|
+|U.S. Federal Statutory Rate|21.0%|21.0%|21.0%|
+|State Income Taxes|1.1%|1.0%|1.0%|
+|Share-based Compensation|(0.6)%|2.6%|(1.7)%|
+|Research and Development Tax Credits|(1.5)%|(2.4)%|(1.3)%|
+|Foreign-derived Intangible Income Deduction|(4.3)%|(7.0)%|(3.5)%|
+|Effect of Non-U.S. Operations|0.9%|3.0%|0.9%|
+|Other|1.0%|1.3%|0.3%|
+|Effective Tax Rate|17.6%|19.5%|16.7%|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+|Deferred Tax Assets (in millions)|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|2,028|1,576|
+|Share-based compensation|459|368|
+|Accrued expenses and other liabilities|2,168|1,627|
+|Lease liabilities|3,752|3,200|
+|Capitalized research and development|9,292|8,175|
+|Unrealized losses in securities and investments|232|489|
+|Other|487|621|
+|Total deferred tax assets|18,771|16,290|
+|Less: valuation allowance|(2,879)|(2,493)|
+|Deferred tax assets, net of valuation allowance|15,892|13,797|
+
+|Deferred Tax Liabilities (in millions)|2023|December 31, 2022|
+|---|---|---|
+|Depreciation and amortization|(8,320)|(6,296)|
+|Right-of-use assets|(2,708)|(2,555)|
+|Total deferred tax liabilities|(11,028)|(8,851)|
+|Net deferred tax assets|$4,864|$4,946|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which a tax benefit is not more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. Federal tax credit carryforwards of $490 million will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.
+
+|Gross Unrecognized Tax Benefits (in millions)|Year Ended December 31|
+|---|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757 (2023)|
+|Increases related to prior year tax positions|$168|
+|Decreases related to prior year tax positions|($264)|
+|Increases related to current year tax positions|$1,204|
+|Decreases related to settlements of prior year tax positions|($199)|
+|Gross unrecognized tax benefits - end of period|$11,666|
+---
+# Meta Platforms, Inc. - Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+|David Wehner|Chief Financial Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Segment and Geographical Information
+
+# Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+**Segment Information**
+|Revenue|2023|2022|2021|
+|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655|
+|Reality Labs|$1,896|$2,159|$2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+**Income (Loss) from Operations**
+|Income (Loss) from Operations|2023|2022|2021|
+|---|---|---|---|
+|Family of Apps|$62,871|$42,661|$56,946|
+|Reality Labs|($16,120)|($13,717)|($10,193)|
+|Total income from operations|$46,751|$28,944|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+|Geographic Area|2023|December 31, 2022|
+|---|---|---|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+|Total long-lived assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Chief Executive Officer|January 1, 2024|
+|[Signature]|Chief Financial Officer|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+3. All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+4. Exhibits
+
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|3.2|Amended and Restated Bylaws.|8-K|001-35551|3.2|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Signer
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+Not specified
+
+Susan Li
+Chief Financial Officer
+Not specified
+
+Mark Zuckerberg
+Chief Executive Officer
+Not specified
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| | |X| | |
+|97.1|Compensation Recoupment Policy.| | |X| | |
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| | |X| | |
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| | |X| | |
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| | |X| | |
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| | |X| | |
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| | |X| | |
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| | |X| | |
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| | |X| | |
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+# Meta Platforms, Inc. - Signatures
+
+|Date|Signatory|Title|
+|---|---|---|
+|February 1, 2024|Susan Li|Chief Financial Officer|
+---
+# Meta Platforms, Inc. - Signatures
+
+Signature
+Title
+Date
+
+/s/ Mark Zuckerberg
+Board Chair and Chief Executive Officer
+February 1, 2024
+
+/s/ Susan Li
+Chief Financial Officer
+February 1, 2024
+
+/S/ Aaron Anderson
+Chief Accounting Officer
+February 1, 2024
+
+/s/ Peggy Alford
+Director
+February 1, 2024
+
+/s/ Marc L. Andreessen
+Director
+February 1, 2024
+
+/s/ Andrew W. Houston
+Director
+February 1, 2024
+
+/s/ Nancy Killefer
+Director
+February 1, 2024
+
+/s/ Robert M. Kimmitt
+Director
+February 1, 2024
+
+/s/ Sheryl K. Sandberg
+Director
+February 1, 2024
+
+/s/ Tracey T. Travis
+Director
+February 1, 2024
+
+/s/ Tony Xu
+Director
+February 1, 2024
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# DESCRIPTION OF CAPITAL STOCK
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per
+share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value
+per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+
+### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+Name
+Title
+Signature
+
+Mark Zuckerberg
+CEO
+Signature Image
+
+Sheryl Sandberg
+COO
+Signature Image
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock.
+
+## Provisions:
+
+- Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock.
+- Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the ability to control the outcome of matters requiring stockholder approval.
+- Supermajority Approvals. Certain amendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock.
+- Board of Directors Vacancies. Stockholders may fill vacant directorships when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+- Classified Board. Our board of directors will be classified into three classes of directors each of which will hold office for a three-year term when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+- Stockholder Action; Special Meeting of Stockholders. Stockholders will be able to take action by written consent when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+
+## Signatures:
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Signature Title 1]|[Signature Date 1]|
+|[Signature Name 2]|[Signature Title 2]|[Signature Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|Chief Executive Officer|March 31, 2022|
+|[Signature]|David M. Wehner|Chief Financial Officer|March 31, 2022|
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+Subsidiary Name
+Incorporation
+
+Cassin Networks ApS (Denmark)
+
+Edge Network Services Limited (Ireland)
+
+Facebook Circularity, LLC (Delaware)
+
+Facebook Holdings, LLC (Delaware)
+
+Facebook India Online Services Private Limited (India)
+
+Facebook Operations, LLC (Delaware)
+
+Facebook Procurement LLC (Delaware)
+
+Facebook Serviços Online Do Brasil Ltda. (Brazil)
+
+Facebook UK Limited (United Kingdom)
+
+FCL Tech Limited (Ireland)
+
+Goldframe LLC (Delaware)
+
+Greater Kudu LLC (Delaware)
+
+Hibiscus Properties, LLC (Delaware)
+
+Instagram, LLC (Delaware)
+
+Malkoha Pte. Ltd. (Singapore)
+
+Meta Payments Inc. (Florida)
+
+Meta Platforms Ireland Limited (Ireland)
+
+Meta Platforms Technologies, LLC (Delaware)
+
+Morning Hornet LLC (Delaware)
+
+Pinnacle Sweden AB (Sweden)
+
+Raven Northbrook LLC (Delaware)
+
+Redale LLC (Delaware)
+
+Runways Information Services Limited (Ireland)
+
+Scout Development, LLC (Delaware)
+
+Siculus, Inc. (Delaware)
+
+Sidecat LLC (Delaware)
+
+Stadion LLC (Delaware)
+
+Starbelt LLC (Delaware)
+
+Vitesse, LLC (Delaware)
+
+WhatsApp LLC (Delaware)
+
+Winner LLC (Delaware)
+
+Woolhawk LLC (Delaware)
+---
+# Meta Platforms, Inc. - Consent of Independent Registered Public Accounting Firm
+
+Registration Statement
+Description
+
+Form S-8 No. 333-270184
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-262508
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-252518
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-236161
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-229457
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-222823
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-186402
+2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-8 No. 333-181566
+2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc.
+
+Form S-3 No. 333-271535
+Meta Platforms, Inc.
+
+Consent of Ernst & Young LLP, San Mateo, California, dated February 1, 2024, regarding the consolidated financial statements and internal control over financial reporting of Meta Platforms, Inc. for the year ended December 31, 2023.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
+
+I, Mark Zuckerberg, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.
+
+2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
+
+3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Annual Report
+
+## Signature
+
+|Date:|February 1, 2024|
+|---|---|
+|Signature:|/s/ MARK ZUCKERBERG|
+|Name:|Mark Zuckerberg|
+|Title:|Board Chair and Chief Executive Officer (Principal Executive Officer)|
+---
+|Date:|February 1, 2024|
+|---|---|
+| | |
+|/s/ SUSAN LI|Susan Li|
+| |Chief Financial Officer|
+| |(Principal Financial Officer)|
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, total shareholder return measure, and more.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+---
+|_____________________________|_____________________________|
+|---|---|
+|Signature|Date|
+|_____________________________|_____________________________|
+|Signature|Date|
+# Meta Platforms, Inc. - Annual Report 2023
+
+# Meta Platforms, Inc. - Annual Report 2023
+
+Meta Platforms, Inc. Annual Report filed with the SEC for the fiscal year ended December 31, 2023.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+---
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of pe registrant's Proxy Statement for pe 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of pis Annual Report on Form 10-K to pe extent stated herein. Such proxy statement will be filed wip pe Securities and Exchange Commission wipin 120 days of pe registrant's fiscal year ended December 31, 2023.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+- PART I - Business
+- PART I - Risk Factors
+- PART II - Management's Discussion and Analysis of Financial Condition and Results of Operations
+- PART II - Financial Statements and Supplementary Data
+- Signatures
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## PART I - Business
+
+Content for Item 1 - Business goes here.
+
+## PART I - Risk Factors
+
+Content for Item 1A - Risk Factors goes here.
+
+## PART II - Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+Content for Item 7 - Management's Discussion and Analysis goes here.
+
+## PART II - Financial Statements and Supplementary Data
+
+Content for Item 8 - Financial Statements and Supplementary Data goes here.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2025|
+|Sheryl Sandberg|COO|March 1, 2025|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Contents will go here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 1, 2023
+
+Sheryl Sandberg
+Chief Operating Officer
+March 1, 2023
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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 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
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|CEO|January 1, 2024|
+|[Signature]|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 1, 2024
+
+Sheryl Sandberg
+Chief Operating Officer
+March 1, 2024
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|March 1, 2024|
+|[Signature]|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+CEO
+March 1, 2023
+
+Sheryl Sandberg
+COO
+March 1, 2023
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Item|Description|
+|---|---|
+|1|effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google;|
+|2|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;|
+|3|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;|
+|4|reductions of advertising by marketers due to our efforts to implement or enforce advertising policies that protect the security and integrity of our platform;|
+|5|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;|
+|6|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;|
+|7|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;|
+|8|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;|
+|9|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;|
+|10|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;|
+|11|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;|
+|12|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);|
+|13|the degree to which users cease or reduce the number of times they engage with our ads;|
+|14|changes in the way advertising on mobile devices or on personal computers is measured or priced;|
+|15|the success of technologies designed to block the display of ads or ad measurement tools;|
+|16|changes in the composition of our marketer base or our inability to maintain or grow our marketer base;|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+|[Signature 3]|[Title 3]|[Date 3]|
+|[Signature 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+|[Signature Name 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 1, 2023
+
+Sheryl Sandberg
+Chief Operating Officer
+March 1, 2023
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+|Signature 4|Date 4|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Signatures
+Signature 1: __________________________
+Signature 2: __________________________
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+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.
+
+We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
+
+|Signatory|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|
+|[Signature]|Sheryl Sandberg|COO|
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Signature
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 15, 2022
+
+David M. Wehner
+Chief Financial Officer
+March 15, 2022
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 1, 2025
+
+Sheryl Sandberg
+Chief Operating Officer
+March 1, 2025
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Signature|Date|
+|---|---|
+|Signature 1|Date 1|
+|Signature 2|Date 2|
+|Signature 3|Date 3|
+|Signature 4|Date 4|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+Name
+Title
+Signature
+
+Mark Zuckerberg
+Chief Executive Officer
+Signature Image
+
+Sheryl Sandberg
+Chief Operating Officer
+Signature Image
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Signature
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 31, 2022
+
+Sheryl Sandberg
+Chief Operating Officer
+March 31, 2022
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
+
+## Item 2. Properties
+
+Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
+
+In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe that our facilities are adequate for our current needs.
+
+## Item 3. Legal Proceedings
+
+As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|March 1, 2024|
+|[Signature]|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+|Signature Date|Signatory|
+|---|---|
+|March 20, 2018|John Doe|
+|September 9, 2019|Jane Smith|
+|December 22, 2022|Michael Johnson|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+[Signature Name 1]
+[Title 1]
+[Date 1]
+
+[Signature Name 2]
+[Title 2]
+[Date 2]
+
+[Signature Name 3]
+[Title 3]
+[Date 3]
+
+[Signature Name 4]
+[Title 4]
+[Date 4]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
+
+Our Class B common stock is not listed on any stock exchange nor traded on any public market.
+
+#### Holders of Record
+
+As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock.
+
+#### Dividend Policy
+
+Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+**Summary of Share Repurchase Activity**
+| |Total Number of Shares Purchased|Average Price Paid Per Share|Total Number of Shares Purchased as Part of Publicly Announced Programs|Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs|
+|---|---|---|---|---|
+|October 1 - 31, 2023|10,105 (in thousands)|$294.59|10,105 (in thousands)|$34,246 (in millions)|
+|November 1 - 30, 2023|—|$—|—|$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 privately 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+### Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+**Comparison of Five-Year Cumulative Total Return for Meta Platforms, Inc, DJINET, S&P 500 and Nasdaq Composite**
+| |12/31/2018|12/31/2019|12/31/2020|12/31/2021|12/31/2022|12/31/2023|
+|---|---|---|---|---|---|---|
+|Meta Platforms, Inc|$100|$150|$180|$200|$250|$300|
+|DJINET|$100|$120|$140|$160|$180|$200|
+|S&P 500|$100|$130|$160|$190|$220|$250|
+|Nasdaq Composite|$100|$140|$170|$210|$240|$300|
+
+## Item 6. [Reserved]
+
+### Signature Page
+
+|Signature|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% Change|2023 December 31|2022|% Change|2023 December 31|2022|% Change|
+|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 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.
+
+## Signatures
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Year Ended December 31, 2023|
+|---|---|---|
+|Facilities Consolidation|$177|Severance and Other|
+|Personnel Costs|$0| |
+|Data Center Assets|($224)| |
+|Total|($47)| |
+
+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.
+
+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
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|March 1, 2024|
+|Jane Smith|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+|Name|Title|Signature|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|Signature|
+|Sheryl Sandberg|Chief Operating Officer|Signature|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2025|
+|Jane Smith|January 2, 2025|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+- Daily Active People (DAP): We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our "Family" of products) who visited at least one of these Family products through a mobile device application or using a web or mobile browser on a given day.
+
+|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|
+|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+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.
+
+Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Monthly Active People|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Revenue Worldwide
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|ARPP|$9.39|$7.72|$7.91|$7.53|$8.63|$7.59|$8.32|$8.71|$10.10|
+
+## Ad Revenue vs 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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|
+|Europe|7,777|9,441| | |7,050|6,345|7,323| |282|
+|Asia-Pacific|6,515|6,928|7,512| | | | |4,251|4,573|
+|Rest of World|3,244|2,992|3,213|3,100|3,429|3,292|3,739|114|126|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|January 1, 2024|
+|Signature 2|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+- Family of Apps (FoA)
+- Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+- We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+- Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+- Reality Labs (RL)
+- RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+Note: Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+## 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+### Cost of Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+### Marketing and Sales
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|March 1, 2024|
+|Jane Smith|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## General and Administrative Expenses
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Provision for Income Taxes
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+### Signature Page
+
+Signature
+Title
+Date
+
+Mark Zuckerberg
+CEO
+March 1, 2024
+
+Sheryl Sandberg
+COO
+March 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) $50,475 (2022) $57,683 (2021)|
+|Net cash used in investing activities|($24,495) ($28,970) ($7,570)|
+|Net cash used in financing activities|($19,500) ($22,136) ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+Loss Contingencies
+
+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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+|Signature|Date|
+|---|---|
+|[Signature 1]|[Date 1]|
+|[Signature 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|---|---|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+## How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+|Signature|Date|
+|---|---|
+|[Signature of Auditor]|[Date]|
+|[Signature of Company Representative]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+Signature
+Signatory
+
+/s/ Ernst & Young LLP
+Ernst & Young LLP
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+Definition and Limitations of Internal Control Over Financial Reporting
+
+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.
+
+|Signature|Location|Date|
+|---|---|---|
+|/s/ Ernst & Young LLP|San Mateo, California|February 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Balance Sheets
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+
+|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|
+|Stockholders' equity:| | |
+|Common stock| | |
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|March 15, 2024|
+|Jane Smith|March 15, 2024|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+**Revenue and Costs for Years Ended December 31**
+| |2022|2021|2020|
+|---|---|---|---|
+|Revenue|$202,313|$116,609|$117,929|
+|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 and Weighted-Average Shares**
+| |2022|2021|2020|
+|---|---|---|---|
+|Earnings Per Share - Basic|$15.19|$8.63|$13.99|
+|Earnings Per Share - Diluted|$14.87|$8.59|$13.77|
+|Weighted-Average Shares - Basic|2,574|2,687|2,815|
+|Weighted-Average Shares - Diluted|2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+**(In millions)**
+| |Year Ended December 31|
+|---|---|
+|Net income|$ 2023 39,098|
+| |$ 2022 23,200|
+| |$ 2021 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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+|Shares|Par Value|Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290|
+|45|$0|$0|$0|$0|$0|
+|(17)|$0|($3,371)|$0|($2,144)|($5,515)|
+|0|$0|$9,164|$0|$0|$9,164|
+|(136)|$0|$0|$0|($44,810)|($44,810)|
+|0|$0|$0|($1,620)|$0|($1,620)|
+|0|$0|$0|$0|$39,370|$39,370|
+|2,741|$0|$55,811|($693)|$69,761|$124,879|
+|54|$0|$0|$0|$0|$0|
+|(20)|$0|($3,359)|$0|($236)|($3,595)|
+|0|$0|$11,992|$0|$0|$11,992|
+|(161)|$0|$0|$0|($27,926)|($27,926)|
+|0|$0|$0|($2,837)|$0|($2,837)|
+|0|$0|$0|$0|$23,200|$23,200|
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713|
+|65|$0|$0|$0|$0|$0|
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)|
+|0|$0|$14,027|$0|$0|$14,027|
+|(92)|$0|$0|$0|($20,033)|($20,033)|
+|0|$0|$0|$1,375|$0|$1,375|
+|0|$0|$0|$0|$39,098|$39,098|
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+|Cash flows from operating activities|2023|2022|2021|
+|---|---|---|---|
+|Net income|$39,098|$23,200|$39,370|
+|Adjustments to reconcile net income to net cash provided by operating activities:| | | |
+|<br/><br/><br/><br/># Meta Platforms, Inc. - Consolidated Statements of Cash Flows<br/><br/><br/># META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS<br/><br/>Cash flows from operating activities|2023|2022|2021|
+|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)|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# META PLATFORMS, INC.
+
+## CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(In millions)
+
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525|
+|Cash paid for interest, net of amounts capitalized|$448|$—|$—|
+|Non-cash investing and financing activities:| | | |
+|Property and equipment in accounts payable and accrued expenses and other current liabilities|$4,105|$3,319|$3,404|
+|Acquisition of businesses in accrued expenses and other current liabilities and other liabilities|$119|$291|$73|
+|Other current assets through financing arrangement in accrued expenses and other current liabilities|$15|$16|$508|
+|Repurchases of Class A common stock in accrued expenses and other current liabilities|$474|$310|$340|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+94
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+#### Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+#### Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+#### Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+#### Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for 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
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name]|[Title]|[Date]|
+|[Signature Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Signatures
+
+Name
+Title
+Date
+
+[Signature Name 1]
+[Title 1]
+[Date 1]
+
+[Signature Name 2]
+[Title 2]
+[Date 2]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+Name
+Title
+Signature
+
+Mark Zuckerberg
+CEO
+
+Sheryl Sandberg
+COO
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+March 1, 2024
+
+Sheryl Sandberg
+Chief Operating Officer
+March 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+Name
+Title
+Signature
+
+Mark Zuckerberg
+Chief Executive Officer
+
+Sheryl Sandberg
+Chief Operating Officer
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 15, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Revenue Information
+
+# Table of Contents
+
+## Note 2. Revenue
+
+|Revenue Source|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Advertising| |$|2023|131,948|2022|113,642|2021|114,934|
+|Other revenue|$|1,058|808|721|
+|Family of Apps|$|133,006|114,450|115,655|
+|Reality Labs|$|1,896|2,159|2,274|
+|Total revenue|$|134,902|116,609|117,929|
+
+|Geography|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|United States and Canada| |$|2023|52,888|2022|50,150|2021|51,541|
+|Europe|$|31,210|26,681|29,057|
+|Asia-Pacific|$|36,154|27,760|26,739|
+|Rest of World|$|14,650|12,018|10,592|
+|Total revenue|$|134,902|116,609|117,929|
+
+(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(3) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 3. Restructuring
+
+### 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31, 2023|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2023|Severance Liabilities -|
+|---|---|
+|Severance and other personnel costs|$1,097|
+|Cash payments|($1,021)|
+|Balance as of December 31, 2023|$76|
+
+### 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+|Year Ended December 31, 2023| | | |Year Ended December 31, 2022|
+|---|---|---|---|---|
+| |Severance and Other Personnel Costs|Data Center Assets(1)|Total| |
+|Cost of revenue|$177|$-224|$-47|$154|
+|Research and development|$1,581|$-9|$1,572|$1,311|
+|Marketing and sales|$396|$-1|$395|$404|
+|General and administrative|$352|$-17|$335|$426|
+|Total|$2,506|$-27|$2,255|$2,295|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+| |FOA Segment|RL Segment|
+|---|---|---|
+|Year Ended December 31, 2023|$1.74 billion|$516 million|
+|Year Ended December 31, 2022|$4.10 billion|$515 million|
+
+| |Severance Liabilities|
+|---|---|
+|Balance as of January 1, 2022|$-|
+|Severance and other personnel costs|$975|
+|Cash payments|($203)|
+|Balance as of December 31, 2022|$772|
+|Adjustments and foreign exchange|($35)|
+|Cash payments|($737)|
+|Balance as of December 31, 2023|$-|
+
+105
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+## Note 4. Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both
+Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common
+shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For
+the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our
+Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common
+stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by
+dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were
+excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material
+for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per
+share amounts):
+
+**Year Ended December 31**
+| |Class A 2023|Class B 2023|Class A 2022|Class B 2022|Class A 2021|Class B 2021|
+|---|---|---|---|---|---|---|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Basic EPS|$15.19|$15.19|$8.63|$8.63|$13.99|$13.99|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Reallocation of net income as a result of conversion of Class B to Class A common stock|$5,376|—|$3,471|—|$6,042|—|
+|Reallocation of net income to Class B common stock|—|($112)|—|($19)|—|($93)|
+|Net income for diluted EPS|$39,098|$5,264|$23,200|$3,452|$39,370|$5,949|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Conversion of Class B to Class A common stock|354|—|402|—|432|—|
+|Weighted-average effect of dilutive RSUs|55|—|15|—|44|—|
+|Shares used in computation of diluted earnings per share|2,629|354|2,702|402|2,859|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+
+106
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Financial Instruments
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+## Assets Measured at Fair Value
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions):
+
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023|7,120|
+|---|---|---|
+|Due after one year to five years| |16,421|
+|Total| |23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Non-marketable equity securities under measurement alternative| | | |
+|Initial cost|$ 6,389|$ 6,388| |
+|Cumulative upward adjustments|293|293| |
+|Cumulative impairment/downward adjustments|(599)|(497)| |
+|Carrying value|6,083|6,184| |
+|Non-marketable equity securities under equity method|58|17| |
+|Total|$ 6,141|$ 6,201| |
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment|2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023), $104,493 (December 31, 2022)
+
+Less: Accumulated depreciation: ($33,134) (2023), ($24,975) (December 31, 2022)
+
+Property and equipment, net: $96,587 (2023), $79,518 (December 31, 2022)
+
+Construction in progress includes costs mostly related to construction of data centers, network infrastructure, and servers.
+
+Depreciation expense on property and equipment and other related details.
+
+## Note 8. Leases
+
+|Lease Costs|Year Ended December 31|
+|---|---|
+|Finance lease cost|2023|2022|2021|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+|Total lease cost|$3,040|$2,616|$2,171|
+
+Details about the lease agreements and costs incurred.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+|Weighted-average discount rate:|2023|December 31, 2022|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|Year|Operating Leases|Finance Leases|
+|---|---|---|
+|2024|$2,219|$111|
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+|Total undiscounted cash flows|$23,649|$851|
+|Less: Imputed interest|($4,800)|($161)|
+|Present value of lease liabilities (1)|$18,849|$690|
+
+Lease liabilities, current: $1,623 (2023) and $90 (December 31, 2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (December 31, 2022)
+
+Present value of lease liabilities (1): $18,849 (2023) and $690 (December 31, 2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:| | | |
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+|Lease liabilities arising from obtaining right-of-use assets:| | | |
+|Operating leases|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.
+
+## Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+112
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+## Table of Contents
+
+|Category|Weighted-Average Remaining Useful Lives (in years)|Gross Carrying Amount - December 31, 2023|Accumulated Amortization - December 31, 2023|Net Carrying Amount - December 31, 2023|Gross Carrying Amount - December 31, 2022|Accumulated Amortization - December 31, 2022|Net Carrying Amount - December 31, 2022|
+|---|---|---|---|---|---|---|---|
+|Acquired technology|4.7|$478|($182)|$296|$507|($144)|$363|
+|Acquired patents|2.4|$287|($233)|$54|$380|($289)|$91|
+|Other|2.3|$28|($15)|$13|$86|($25)|$61|
+|Total finite-lived assets| |$793|($430)|$363|$973|($458)|$515|
+|Total indefinite-lived assets|N/A|$425|—|$425|$382|—|$382|
+|Total intangible assets| |$1,218|($430)|$788|$1,355|($458)|$897|
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$136|
+|2025|$97|
+|2026|$46|
+|2027|$24|
+|2028|$15|
+|Thereafter|$45|
+|Total|$363|
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Long-term Debt
+
+As of December 31, 2023, Meta Platforms, Inc. had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of the debt (in millions, except percentages):
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+|May 2023 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|
+|---|---|---|---|---|
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500 million
+
+Unamortized discount and issuance costs, net: ($115) million
+
+Long-term debt: $18,385 million (as of December 31, 2023)
+
+Interest on the Notes is payable semi-annually in arrears. The total estimated fair value of the outstanding debt was $18.48 billion as of December 31, 2023.
+
+Future principal payments for the Notes, by year:
+
+- 2024 through 2026: $—
+- 2027: $2,750 million
+- 2028: $1,500 million
+- Thereafter: $14,250 million
+
+Total outstanding debt: $18,500 million
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liabilities
+
+|Liability Type|December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (including estimated fines, settlements, legal fees)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+|Total Accrued expenses and other current liabilities|$24,625|$19,552|
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## Other Liabilities
+
+|Liability Type|2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+|Total Other liabilities|$8,884|$7,764|
+
+## Commitments and Contingencies
+
+### Contractual Commitments
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|March 15, 2024|
+|Jane Smith|March 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 1, 2024|
+|Sheryl Sandberg|COO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17, 2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case.
+
+We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same matters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc.
+
+On March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2023|
+|Jane Smith|CFO|January 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+Capital Return Program
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Share-Based Compensation Expense
+
+Cost of revenue
+Research and development
+Marketing and sales
+General and administrative
+Total share-based compensation expense
+
+Year Ended December 31
+$2023 740
+$11,429
+$952
+$906
+$14,027
+
+$2022 768
+$9,361
+$1,004
+$859
+$11,992
+
+$2021 577
+$7,106
+$837
+$644
+$9,164
+
+## Unvested RSUs Activities
+
+Number of Shares (in thousands)
+Weighted-Average Grant Date Fair Value Per Share
+
+Unvested at December 31, 2022
+127,110
+$216.93
+
+Granted
+112,066
+$202.46
+
+Vested
+(65,402)
+$210.74
+
+Forfeited
+(24,712)
+$210.39
+
+Unvested at December 31, 2023
+149,062
+$209.85
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively. The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion, $9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022, and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.
+
+## Interest and Other Income (Expense), Net
+
+Interest income
+Interest expense
+Foreign currency exchange losses, net
+Other income (expense), net
+Interest and other income (expense), net
+
+Year Ended December 31
+$1,639
+($446)
+($366)
+($150)
+$677
+
+$461
+($185)
+($81)
+($320)
+($125)
+
+$484
+($23)
+($140)
+$210
+$531
+
+### Signatures
+
+Name
+Title
+Date
+
+[Signature 1]
+[Title 1]
+[Date 1]
+
+[Signature 2]
+[Title 2]
+[Date 2]
+---
+# Meta Platforms, Inc. - Income Taxes
+
+# Income Taxes
+
+## Income Before Provision for Income Taxes
+
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Domestic| | |$|43,499|$|25,025|$|43,669|
+|Foreign| | |3,929| |3,794| |3,615|
+|Income before provision for income taxes| | |$|47,428|$|28,819|$|47,284|
+
+## Provision for Income Taxes
+
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Current:| | | | |
+|Federal| | |$|4,934|$|6,094|$|4,971|
+|State| | |577| |874| |548|
+|Foreign| | |2,688| |1,928| |1,786|
+|Total current tax expense| | |8,199| |8,896| |7,305|
+|Deferred:| | | | |
+|Federal|$|67|$(2,776)|585|
+|State| |123|$(405)|43|
+|Foreign| |$(59)|$(96)|$(19)|
+|Total deferred tax (benefits)/expense| |131|$(3,277)|609|
+|Provision for income taxes| | |$|8,330|$|5,619|$|7,914|
+
+## Reconciliation of Effective Tax Rate
+
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|U.S. federal statutory income tax rate| |21.0%| |21.0%| |21.0%|
+|State income taxes, net of federal benefit| |1.1%| |1.0%| |1.0%|
+|Share-based compensation| |(0.6%)| |2.6%| |(1.7%)|
+|Research and development tax credits| |(1.5%)| |(2.4%)| |(1.3%)|
+|Foreign-derived intangible income deduction| |(4.3%)| |(7.0%)| |(3.5%)|
+|Effect of non-U.S. operations| |0.9%| |3.0%| |0.9%|
+|Other| |1.0%| |1.3%| |0.3%|
+|Effective tax rate| |17.6%| |19.5%| |16.7%|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Our deferred tax assets (liabilities) are as follows (in millions):
+
+|Deferred tax assets:|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|2,028|1,576|
+|Share-based compensation|459|368|
+|Accrued expenses and other liabilities|2,168|1,627|
+|Lease liabilities|3,752|3,200|
+|Capitalized research and development|9,292|8,175|
+|Unrealized losses in securities and investments|232|489|
+|Other|487|621|
+|Total deferred tax assets|18,771|16,290|
+|Less: valuation allowance|(2,879)|(2,493)|
+|Deferred tax assets, net of valuation allowance|15,892|13,797|
+
+Deferred tax liabilities:
+
+|Depreciation and amortization|($8,320)|($6,296)|
+|---|---|---|
+|Right-of-use assets|($2,708)|($2,555)|
+|Total deferred tax liabilities|($11,028)|($8,851)|
+|Net deferred tax assets|$4,864|$4,946|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period.
+
+The following table reflects changes in the gross unrecognized tax benefits (in millions):
+
+| |Year Ended December 31,|
+|---|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757|$9,807|$8,692|
+|Increases related to prior year tax positions|168|210|328|
+|Decreases related to prior year tax positions|(264)|(172)|(86)|
+|Increases related to current year tax positions|1,204|1,166|963|
+|Decreases related to settlements of prior year tax positions|(199)|(254)|(90)|
+|Gross unrecognized tax benefits - end of period|$11,666|$10,757|$9,807|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+**Segment Information of Revenue and Income (Loss) from Operations**
+|Revenue|2023|2022|2021|
+|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655|
+|Reality Labs|$1,896|$2,159|$2,274|
+|Total Revenue|$134,902|$116,609|$117,929|
+
+**Income (Loss) from Operations**
+| |Family of Apps|Reality Labs|Total Income from Operations|
+|---|---|---|---|
+|2023|$62,871|($16,120)|$46,751|
+|2022|$42,661|($13,717)|$28,944|
+|2021|$56,946|($10,193)|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+| |2023|December 31, 2022|
+|---|---|---|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+125
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|3.2|Amended and Restated Bylaws.|8-K|001-35551|3.2|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Signer
+Title
+Date
+
+Mark Zuckerberg
+Chief Executive Officer
+Not specified
+
+Susan Li
+Chief Financial Officer
+Not specified
+
+Mark Zuckerberg
+Chief Executive Officer
+Not specified
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Exhibit Number
+Exhibit Description
+Form
+Filed
+
+32.2#
+Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+
+X
+
+97.1
+Compensation Recoupment Policy.
+
+X
+
+101.INS
+Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
+
+X
+
+101.SCH
+Inline XBRL Taxonomy Extension Schema Document.
+
+X
+
+101.CAL
+Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+
+X
+
+101.DEF
+Inline XBRL Taxonomy Extension Definition Linkbase Document.
+
+X
+
+101.LAB
+Inline XBRL Taxonomy Extension Labels Linkbase Document.
+
+X
+
+101.PRE
+Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+
+X
+
+104
+Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+
+X
+---
+|Date:|February 1, 2024|
+|---|---|
+|META PLATFORMS, INC.|/s/ Susan Li|
+| |Susan Li|
+| |Chief Financial Officer|
+---
+|Signature|Title|Date|
+|---|---|---|
+|/s/ Mark Zuckerberg|Board Chair and Chief Executive Officer|February 1, 2024|
+|/s/ Susan Li|Chief Financial Officer|February 1, 2024|
+|/S/ Aaron Anderson|Chief Accounting Officer|February 1, 2024|
+|/s/ Peggy Alford|Director|February 1, 2024|
+|/s/ Marc L. Andreessen|Director|February 1, 2024|
+|/s/ Andrew W. Houston|Director|February 1, 2024|
+|/s/ Nancy Killefer|Director|February 1, 2024|
+|/s/ Robert M. Kimmitt|Director|February 1, 2024|
+|/s/ Sheryl K. Sandberg|Director|February 1, 2024|
+|/s/ Tracey T. Travis|Director|February 1, 2024|
+|/s/ Tony Xu|Director|February 1, 2024|
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# Description of Capital Stock
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per
+share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value
+per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- if we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
+increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment;
+- if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special
+rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
+amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+
+No Preemptive or Similar Rights: Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+
+**Signatures**
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Signatures
+
+Name
+Title
+Date
+
+Mark Zuckerberg
+CEO
+March 1, 2022
+
+Sheryl Sandberg
+COO
+March 1, 2022
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock.
+
+## Provisions:
+
+- Separate Class B Vote for Certain Transactions.
+- Dual Class Stock.
+- Supermajority Approvals.
+- Board of Directors Vacancies.
+- Classified Board.
+- Stockholder Action; Special Meeting of Stockholders.
+
+Provision
+Description
+
+Separate Class B Vote for Certain Transactions
+Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+
+Dual Class Stock
+Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. Annual Report
+
+# Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+Subsidiary Name
+Incorporation
+
+Cassin Networks ApS (Denmark)
+
+Edge Network Services Limited (Ireland)
+
+Facebook Circularity, LLC (Delaware)
+
+Facebook Holdings, LLC (Delaware)
+
+Facebook India Online Services Private Limited (India)
+
+Facebook Operations, LLC (Delaware)
+
+Facebook Procurement LLC (Delaware)
+
+Facebook Serviços Online Do Brasil Ltda. (Brazil)
+
+Facebook UK Limited (United Kingdom)
+
+FCL Tech Limited (Ireland)
+
+Goldframe LLC (Delaware)
+
+Greater Kudu LLC (Delaware)
+
+Hibiscus Properties, LLC (Delaware)
+
+Instagram, LLC (Delaware)
+
+Malkoha Pte. Ltd. (Singapore)
+
+Meta Payments Inc. (Florida)
+
+Meta Platforms Ireland Limited (Ireland)
+
+Meta Platforms Technologies, LLC (Delaware)
+
+Morning Hornet LLC (Delaware)
+
+Pinnacle Sweden AB (Sweden)
+
+Raven Northbrook LLC (Delaware)
+
+Redale LLC (Delaware)
+
+Runways Information Services Limited (Ireland)
+
+Scout Development, LLC (Delaware)
+
+Siculus, Inc. (Delaware)
+
+Sidecat LLC (Delaware)
+
+Stadion LLC (Delaware)
+
+Starbelt LLC (Delaware)
+
+Vitesse, LLC (Delaware)
+
+WhatsApp LLC (Delaware)
+
+Winner LLC (Delaware)
+
+Woolhawk LLC (Delaware)
+---
+# Meta Platforms, Inc. - Exhibit 23.1
+
+Consent of Independent Registered Public Accounting Firm
+We consent to pe incorporation by reference in pe following Registration Statements:
+(1) Registration Statement (Form S-8 No. 333-270184) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(2) Registration Statement (Form S-8 No. 333-262508) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(3) Registration Statement (Form S-8 No. 333-252518) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(4) Registration Statement (Form S-8 No. 333-236161) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(5) Registration Statement (Form S-8 No. 333-229457) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(6) Registration Statement (Form S-8 No. 333-222823) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(7) Registration Statement (Form S-8 No. 333-186402) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(8) Registration Statement (Form S-8 No. 333-181566) pertaining to pe 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc., and
+(9) Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+of our reports dated February 1, 2024, wip respect to pe consolidated financial statements of Meta Platforms, Inc. and pe effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in pis Annual Report (Form 10-K) of Meta Platforms, Inc. for pe year ended December 31, 2023.
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# EXHIBIT 31.1
+
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+|Date:|February 1, 2024|
+|---|---|
+|Signature:|/s/ SUSAN LI|
+|Name:|Susan Li|
+|Title:|Chief Financial Officer|
+|Position:|Principal Financial Officer|
+---
+# Meta Platforms, Inc. - Exhibit 32.1
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Board Chair and Chief Executive Officer|February 1, 2024|
+---
+|Date:|February 1, 2024|
+|---|---|
+| | |
+| | |
+|/s/ SUSAN LI|Susan Li|
+| |Chief Financial Officer|
+| |(Principal Financial Officer)|
+---
+# Meta Platforms, Inc. Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, total shareholder return measure, and more.
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Annual Report
+
+This document contains the annual report filed by Meta Platforms, Inc. with the Securities and Exchange Commission (SEC).
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Signatures
+
+# Signatures
+
+Name
+Title
+Signature
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+
+[Name]
+[Title]
+[Signature]
+# Meta Platforms, Inc. - Annual Report 2023
+
+# Meta Platforms, Inc. - Annual Report 2023
+
+SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
+
+FORM 10-K
+
+ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023
+
+Meta Platforms, Inc. (Exact name of registrant as specified in its charter)
+
+Delaware 1 Meta Way, Menlo Park, California 94025 (650) 543-4800
+
+Securities registered 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|META|The Nasdaq Stock Market LLC|
+
+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 has
+---
+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.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+
+## PART I
+
+- Item 1. Business
+- Item 1A. Risk Factors
+- Item 1B. Unresolved Staff Comments
+- Item 1C. Cybersecurity
+- Item 2. Properties
+- Item 3. Legal Proceedings
+- Item 4. Mine Safety Disclosures
+
+## PART II
+
+- Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+- Item 6. [Reserved]
+- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+- Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+- Item 8. Financial Statements and Supplementary Data
+- Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+- Item 9A. Controls and Procedures
+- Item 9B. Other Information
+- Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+
+## PART III
+
+- Item 10. Directors, Executive Officers and Corporate Governance
+- Item 11. Executive Compensation
+- Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+- Item 13. Certain Relationships and Related Transactions, and Director Independence
+- Item 14. Principal Accountant Fees and Services
+
+## PART IV
+
+- Item 15. Exhibit and Financial Statement Schedules
+- Item 16. Form 10-K Summary
+- Signatures
+
+### Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+### Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+### Item 1. Business
+
+Content for Item 1. Business goes here.
+
+### Item 1A. Risk Factors
+
+Content for Item 1A. Risk Factors goes here.
+
+### Item 1B. Unresolved Staff Comments
+
+Content for Item 1B. Unresolved Staff Comments goes here.
+
+### Item 1C. Cybersecurity
+
+Content for Item 1C. Cybersecurity goes here.
+
+### Item 2. Properties
+
+Content for Item 2. Properties goes here.
+
+### Item 3. Legal Proceedings
+
+Content for Item 3. Legal Proceedings goes here.
+
+### Item 4. Mine Safety Disclosures
+
+Content for Item 4. Mine Safety Disclosures goes here.
+
+markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 various devices and platforms. Meta is moving towards immersive experiences like augmented and virtual reality to help build the metaverse, which we believe is the next evolution in social technology.
+
+We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL). Our revenue primarily comes from advertising placements on our family of apps in FoA, while RL generates revenue from hardware products, software, and content sales.
+
+In 2024, we plan to focus on key investment areas including AI, the metaverse, our discovery engine, monetization, regulatory readiness, and developer efficiency. Our investments are aimed at enhancing user experiences, developing new technologies, and optimizing our products.
+
+#### Family of Apps Products
+
+- Facebook: A platform for sharing moments, building relationships, connecting to interests, and creating economic opportunities through various features like Feed, Reels, Stories, Groups, and Marketplace.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2025|
+|Jane Smith|January 2, 2025|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- 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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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.
+
+## 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.
+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.
+
+## 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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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 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
+
+10
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|CEO|March 1, 20XX|
+|[Signature]|Sheryl Sandberg|COO|March 1, 20XX|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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.
+
+## 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2025|
+|Sheryl Sandberg|COO|March 1, 2025|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 2022|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 20XX|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 20XX|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+reduced protection for intellectual property rights in some countries;
+
+difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+
+compliance with statutory equity requirements and management of tax consequences; and
+
+geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+...
+
+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.
+
+...
+
+We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
+
+...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
+
+There can be no assurance that we will continue to declare cash dividends.
+
+On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+
+## Risks Related to Government Regulation and Enforcement
+
+Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
+
+Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Signature Table:
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|January 2, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 2022|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of 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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
+
+## Item 2. Properties
+
+Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
+
+In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe that our facilities are adequate for our current needs.
+
+## Item 3. Legal Proceedings
+
+As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
+
+Our Class B common stock is not listed on any stock exchange nor traded on any public market.
+
+#### Holders of Record
+
+As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock.
+
+#### Dividend Policy
+
+Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+|Total Number of Shares Purchased|Average Price Paid Per Share|Total Number of Shares Purchased as Part of Publicly Announced Programs|Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs|
+|---|---|---|---|
+|October 1 - 31, 2023 (in thousands)|$294.59|10,105 (in thousands)|$34,246 (in millions)|
+|November 1 - 30, 2023|$0.00|0|$34,246 (in millions)|
+|December 1 - 31, 2023|$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 privately 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.
+
+##### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 15, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 15, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+### Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+## Item 6. [Reserved]
+
+58
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% change|2023 December 31|2022|% change|2023 December 31|2022|% change|
+|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 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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Severance and Other|
+|---|---|---|
+|Facilities Consolidation|$177|Personnel Costs -|
+|Data Center Assets|($224)| |
+|Total|$47| |
+
+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.
+
+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
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+### Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+Page: 63
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+### Daily Active People
+
+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.
+
+Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022.
+
+#### 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.
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 15, 2024|
+|Sheryl Sandberg|COO|March 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP): We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not material.
+
+**Revenue Worldwide (in $ millions, except ARPP)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|ARPP|$9.39|$7.72|$7.91|$7.53|$8.63|$7.59|$8.32|$8.71|$10.10|
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+### Daily Active Users
+
+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.
+
+**Daily Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|66%|67%|67%|67%|67%|68%|68%|68%|69%|
+
+**Daily Active Users US & Canada (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|74%|75%|75%|74%|75%|74%|75%|75%|75%|
+
+**Daily Active Users Asia-Pacific (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|63%|64%|64%|64%|65%|66%|66%|66%|67%|
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 1, 2024|
+|Sheryl Sandberg|COO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+### Monthly Active Users
+
+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.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Europe (in millions)|500|427|418|407|408|407|411|409|408|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|
+|Europe|7,777|9,441| | |7,050|6,345|7,323| |282|
+|Asia-Pacific|6,515|6,928|7,512| | | | |4,251|4,573|
+|Rest of World|3,244|2,992|3,213|3,100|3,429|3,292|3,739|114|126|
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+The following table sets forth our consolidated statements of income data (in millions):
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+## 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+## Marketing and Sales
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## General and Administrative
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Provision for income taxes|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Provision for income taxes|$8,330|$5,619|$7,914|48%|(29)%|
+|Effective tax rate|18%|19%|17%|
+
+Taxes. 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.
+
+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 effective tax rate due to increasing the foreign-derived intangible income deduction. If the mandatory capitalization is deferred, our effective tax rate in 2024 could be higher when compared to current law and our cash tax liabilities could be lower.
+
+Unrecognized Tax Benefits. As of December 31, 2023, we had net uncertain tax positions of $6.95 billion which were accrued as other liabilities. These unrecognized tax benefits were predominantly accrued for uncertainties related to transfer pricing with our foreign subsidiaries, which includes licensing of intellectual property, providing services and other transactions, as well as for uncertainties regarding the utilization of our research tax credits. The ultimate settlement of the liabilities will depend upon resolution of tax audits, litigation, or events that would otherwise change the assessment of such items. Based upon the status of litigation described below and the current status of tax audits in various jurisdictions, we do not anticipate a material change to such amounts within the next 12 months.
+
+See Note 15 — Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding income tax contingencies.
+
+78
+
+Signature:
+| Name           | Title          | Date       |
+| --------------- | -------------- | ---------- |
+| Mark Zuckerberg| CEO            | 2024-01-30 |
+| Sheryl Sandberg | COO            | 2024-01-30 |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) $50,475 (2022) $57,683 (2021)|
+|Net cash used in investing activities|($24,495) ($28,970) ($7,570)|
+|Net cash used in financing activities|($19,500) ($22,136) ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+Loss Contingencies
+
+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.
+
+Page 81
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized gains or losses resulting from such interest rate changes and from the current unrealized gains or losses would only occur if we sold the investments prior to maturity.
+
+As of December 31, 2023 and 2022, we also had aggregate principal amounts of fixed-rate senior notes (the Notes) outstanding of $18.50 billion and $10.00 billion, respectively. Since our Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.
+
+82
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+83
+---
+# Meta Platforms, Inc. - Financial Statements
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|---|---|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+#### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+## How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+Page: 86
+---
+# Meta Platforms, Inc. Annual Report
+
+# Uncertain Tax Positions
+
+Description of the Matter: As discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.
+
+Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the significant judgment required to assess management's evaluation of technical merits and the measurement of the tax position based on interpretations of tax laws and legal rulings.
+
+## How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax positions.
+
+As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to these matters.
+
+### Ernst & Young LLP
+
+We have served as the Company's auditor since 2007.
+
+San Mateo, California
+
+February 1, 2024
+
+|Signature|Date|
+|---|---|
+|Ernst & Young LLP|February 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+Definition and Limitations of Internal Control Over Financial Reporting
+
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+
+/s/ Ernst & Young LLP
+
+San Mateo, California February 1, 2024
+
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+## Consolidated Balance Sheets
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+|Stockholders' equity:| | |
+|Common stock| | |
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+### Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+| |Year Ended December 31|
+|---|---|
+|Revenue|$2023,134.902|$2022,116.609|$2021,117.929|
+|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|Basic: $15.19|$8.63|$13.99|
+| |Diluted: $14.87|$8.59|$13.77|
+|Weighted-Average Shares|Basic: 2,574|2,687|2,815|
+| |Diluted: 2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+| |Year Ended December 31|
+|---|---|
+|Net income|$ 2023 39,098|$ 2022 23,200|$ 2021 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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+**Class A and Class B Common Stock**
+|Shares|Par Value|Additional Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290|
+|45|$0|$0|$0|$0|$0|
+|(17)|$0|($3,371)|$0|($2,144)|($5,515)|
+|0|$0|$9,164|$0|$0|$9,164|
+|(136)|$0|$0|$0|($44,810)|($44,810)|
+|0|$0|$0|($1,620)|$0|($1,620)|
+|0|$0|$0|$0|$39,370|$39,370|
+|2,741|$0|$55,811|($693)|$69,761|$124,879|
+|54|$0|$0|$0|$0|$0|
+|(20)|$0|($3,359)|$0|($236)|($3,595)|
+|0|$0|$11,992|$0|$0|$11,992|
+|(161)|$0|$0|$0|($27,926)|($27,926)|
+|0|$0|$0|($2,837)|$0|($2,837)|
+|0|$0|$0|$0|$23,200|$23,200|
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713|
+|65|$0|$0|$0|$0|$0|
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)|
+|0|$0|$14,027|$0|$0|$14,027|
+|(92)|$0|$0|$0|($20,033)|($20,033)|
+|0|$0|$0|$1,375|$0|$1,375|
+|0|$0|$0|$0|$39,098|$39,098|
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+Cash flows from operating activities
+2023
+2022
+2021
+
+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
+
+markdown
+| Signatures |
+|------------|
+| [Signature of Principal Executive Officer](#) |
+| **Mark Zuckerberg** |
+| President and Chief Executive Officer |
+| (Principal Executive Officer) |
+
+|            |
+|------------|
+| [Signature of Principal Financial Officer](#) |
+| **David M. Wehner** |
+| Chief Financial Officer |
+| (Principal Financial Officer) |
+```
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(In millions)
+
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525|
+|Cash paid for interest, net of amounts capitalized|$448|$—|$—|
+|Non-cash investing and financing activities:| | | |
+|Property and equipment in accounts payable and accrued expenses and other current liabilities|$4,105|$3,319|$3,404|
+|Acquisition of businesses in accrued expenses and other current liabilities and other liabilities|$119|$291|$73|
+|Other current assets through financing arrangement in accrued expenses and other current liabilities|$15|$16|$508|
+|Repurchases of Class A common stock in accrued expenses and other current liabilities|$474|$310|$340|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+94
+
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for 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
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|MM/DD/YYYY|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2023|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Share-based Compensation
+
+Income Taxes
+
+Advertising Expense
+
+Employee Severance
+
+Cash and Cash Equivalents, Marketable Securities, and Restricted Cash
+
+...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature 1]|[Title 1]|[Date 1]|
+|[Signature 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
+
+We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions.
+
+## Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+and 2022.In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023
+
+## 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:
+
+- Level 1- Quoted prices in active markets for identical assets or liabilities.
+- Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
+- Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.
+
+Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.
+
+## Accounts Receivable and Allowances
+
+Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and
+
+98
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Contents will go here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+102
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 2. Revenue
+
+Revenue disaggregated by revenue source and by segment consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Advertising|$2023 131,948|$2022 113,642|$2021 114,934|
+|Other revenue|$1,058|$808|$721|
+|Family of Apps|133,006|114,450|115,655|
+|Reality Labs|1,896|2,159|2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|United States and Canada|$2023 52,888|$2022 50,150|$2021 51,541|
+|Europe|31,210|26,681|29,057|
+|Asia-Pacific|36,154|27,760|26,739|
+|Rest of World|14,650|12,018|10,592|
+|Total revenue|$134,902|$116,609|$117,929|
+
+(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(3) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 3. Restructuring
+
+### 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2023|Severance Liabilities -|
+|---|---|
+|Severance and other personnel costs|$1,097|
+|Cash payments|($1,021)|
+|Balance as of December 31, 2023|$76|
+
+### 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+#### Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows (in millions):
+
+| |Year Ended December 31, 2023| | |Year Ended December 31, 2022|
+|---|---|---|---|---|
+| |Severance and Other Personnel Costs|Data Center Assets(1)|Total|Severance and Other Personnel Costs|Data Center Assets|Total|
+|Cost of revenue|177|0|(224)|(47)|154|0|1,341|1,495|
+|Research and development|1,581|(9)|0|1,572|1,311|408|0|1,719|
+|Marketing and sales|396|(1)|0|395|404|234|0|638|
+|General and administrative|352|(17)|0|335|426|333|0|759|
+|Total|2,506|(27)|(224)|2,255|2,295|975|1,341|4,611|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+- Balance as of January 1, 2022: Severance Liabilities -
+- Severance and other personnel costs: $975
+- Cash payments: ($203)
+- Balance as of December 31, 2022: $772
+- Adjustments and foreign exchange: ($35)
+- Cash payments: ($737)
+- Balance as of December 31, 2023: $0
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Meta Platforms, Inc. - Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+## Basic and Diluted EPS Computations
+
+**Basic and Diluted EPS Computations for Common Stock**
+|Year Ended December 31|Class A|Class A|Class B|Class B|Class A|Class A|Class B|Class B|Class A|Class A|Class B|Class B|
+|---|---|---|---|---|---|---|
+|Numerator|Denominator|Numerator|Denominator|Numerator|Denominator|
+| |Net income|$33,722|Shares used in computation of basic earnings per share|2,220|Basic EPS|$15.19| | | | | |
+| |Net income|$33,722|Net income for diluted EPS|$39,098|Shares used in computation of basic earnings per share|2,220|Diluted EPS|$14.87| | | |
+
+Table continues...
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Table of Contents
+
+## Note 5. Financial Instruments
+
+### Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing
+sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to
+develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value
+hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|December 31, 2023| | | |
+|U.S. government securities|$336|$7,041|$7,377|
+|U.S. government agency securities|$71|$3,225|$3,296|
+|Corporate debt securities|$647|$10,125|$10,772|
+|Total|$1,054|$20,391|$21,445|
+|December 31, 2022| | | |
+|U.S. government securities|$5,008|$3,499|$8,507|
+|U.S. government agency securities|$524|$4,415|$4,939|
+|Corporate debt securities|$4,555|$7,256|$11,811|
+|Total|$10,087|$15,170|$25,257|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023 7,120|
+|---|---|
+|Due after one year to five years|16,421|
+|Total|$ 23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Non-marketable equity securities under measurement alternative|$6,389|$6,388| |
+|Cumulative upward adjustments|293|293| |
+|Cumulative impairment/downward adjustments|(599)|(497)| |
+|Carrying value|6,083|6,184| |
+|Non-marketable equity securities under equity method|58|17| |
+|Total|$6,141|$6,201| |
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 15, 2024|
+|Sheryl Sandberg|COO|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment|2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+|Property and equipment, gross|129,721|104,493|
+|Less: Accumulated depreciation|(33,134)|(24,975)|
+|Property and equipment, net|$96,587|$79,518|
+
+Construction in progress includes costs mostly related to construction of data centers, network infrastructure, and servers. As of December 31, 2023, and 2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by our design manufacturers to fulfill certain purchase orders, respectively.
+
+Depreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and 2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense related to certain eligible construction in progress assets.
+
+During the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold improvements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 — Restructuring.
+
+## Note 8. Leases
+
+|Lease Costs|2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+|Total lease cost|$3,040|$2,616|$2,171|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|March 15, 2024|
+|Jane Smith|March 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Weighted-average remaining lease term:| | |
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+|Weighted-average discount rate:| | |
+|Finance leases|3.4 %|3.1 %|
+|Operating leases|3.7 %|3.2 %|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|2024|Operating Leases|Finance Leases|
+|---|---|---|
+|$2,219|$111| |
+|$2,330|$64| |
+|$2,264|$64| |
+|$2,233|$60| |
+|$2,112|$60| |
+|Thereafter|$12,491|$492|
+|Total undiscounted cash flows|$23,649|$851|
+|Less: Imputed interest|($4,800)|($161)|
+|Present value of lease liabilities (1)|$18,849|$690|
+
+Lease liabilities, current: $1,623 (2023) and $90 (2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (2022)
+
+Present value of lease liabilities (1): $18,849 (2023) and $690 (2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Supplemental cash flow information related to leases is as follows (in millions) for the Year Ended December 31:
+
+|Cash paid for amounts included in the measurement of lease liabilities:|2023|2022|2021|
+|---|---|---|---|
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+
+Lease liabilities arising from obtaining right-of-use assets:
+
+|Lease Type|2023|2022|2021|
+|---|---|---|---|
+|Operating leases|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions):
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions):
+
+|Weighted-Average Remaining Useful Lives (in years)|December 31, 2023 Gross Carrying Amount|December 31, 2023 Accumulated Amortization|December 31, 2023 Net Carrying Amount|December 31, 2022 Gross Carrying Amount|December 31, 2022 Accumulated Amortization|December 31, 2022 Net Carrying Amount|
+|---|---|---|---|---|---|---|
+|Acquired technology|$478|($182)|$296|$507|($144)|$363|
+|Acquired patents|$287|($233)|$54|$380|($289)|$91|
+|Other|$28|($15)|$13|$86|($25)|$61|
+|Total finite-lived assets|$793|($430)|$363|$973|($458)|$515|
+|Total indefinite-lived assets|N/A|$425|$425|N/A|$382|$382|
+|Total intangible assets|$1,218|($430)|$788|$1,355|($458)|$897|
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):
+
+|2024|2025|2026|2027|2028|Thereafter|Total|
+|---|---|---|---|---|---|---|
+|$136|$97|$46|$24|$15|$45|$363|
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Meta Platforms, Inc. - Long-term Debt
+
+Note 10. Long-term Debt
+
+As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+May 2023 debt:
+
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|---|---|---|---|---|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500
+
+Unamortized discount and issuance costs, net: ($115) ($77)
+
+Long-term debt: $18,385 $9,923
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+- 2024 through 2026: $—
+- 2027: $2,750
+- 2028: $1,500
+- Thereafter: $14,250
+
+Total outstanding debt: $18,500
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+The components of accrued expenses and other current liabilities are as follows (in millions):
+
+| |December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+|Accrued expenses and other current liabilities|$24,625|$19,552|
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## The components of other liabilities are as follows (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+|Other liabilities|$8,884|$7,764|
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs.
+
+The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions):
+
+|2024|$12,105|
+|---|---|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.
+
+### Signatures
+
+|Director|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 1, 2024|
+|Sheryl Sandberg|COO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+The Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of 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.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2023|
+|Jane Smith|CFO|January 1, 2023|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+### Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+### Capital Return Program
+
+#### Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+#### Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+### Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+
+#### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 15, 2024|
+|Sheryl Sandberg|COO|March 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements
+of income (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$ 2023 740 $ 2022 768 $ 2021 577|
+|Research and development|11,429 9,361 7,106|
+|Marketing and sales|952 1,004 837|
+|General and administrative|906 859 644|
+|Total share-based compensation expense|$ 14,027 $ 11,992 $ 9,164|
+
+The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$ 216.93|
+|Granted|112,066|$ 202.46|
+|Vested|(65,402)|$ 210.74|
+|Forfeited|(24,712)|$ 210.39|
+|Unvested at December 31, 2023|149,062|$ 209.85|
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.
+The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,
+$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,
+and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized
+compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service
+conditions.
+
+Note 14. Interest and Other Income (Expense), Net
+
+The following table presents the detail of interest and other income (expense), net (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$ 2023 1,639 $ 2022 461 $ 2021 484|
+|Interest expense|(446) (185) (23)|
+|Foreign currency exchange losses, net|(366) (81) (140)|
+|Other income (expense), net|(150) (320) 210|
+|Interest and other income (expense), net|$ 677 $ (125) $ 531|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 15. Income Taxes
+
+The components of income before provision for income taxes are as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Domestic|$ 2023 43,499 $ 2022 25,025 $ 2021 43,669|
+|Foreign|3,929 3,794 3,615|
+|Income before provision for income taxes|$ 47,428 $ 28,819 $ 47,284|
+
+The provision for income taxes consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Current:|2023 2022 2021|
+|Federal|$ 4,934 $ 6,094 $ 4,971|
+|State|577 874 548|
+|Foreign|2,688 1,928 1,786|
+|Total current tax expense|8,199 8,896 7,305|
+
+| |Year Ended December 31|
+|---|---|
+|Deferred:| |
+|Federal|67 (2,776) 585|
+|State|123 (405) 43|
+|Foreign|(59) (96) (19)|
+|Total deferred tax (benefits)/expense|131 (3,277) 609|
+
+A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):
+
+| |Year Ended December 31|
+|---|---|
+|U.S. federal statutory income tax rate|2023 21.0 % 2022 21.0 % 2021 21.0 %|
+|State income taxes, net of federal benefit|1.1 1.0 1.0|
+|Share-based compensation|(0.6) 2.6 (1.7)|
+|Research and development tax credits|(1.5) (2.4) (1.3)|
+|Foreign-derived intangible income deduction|(4.3) (7.0) (3.5)|
+|Effect of non-U.S. operations|0.9 3.0 0.9|
+|Other|1.0 1.3 0.3|
+|Effective tax rate|17.6 % 19.5 % 16.7 %|
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Table of Deferred Tax Assets and Liabilities for Meta Platforms, Inc.
+
+|Deferred Tax Assets|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|$2,028|$1,576|
+|Share-based compensation|$459|$368|
+|Accrued expenses and other liabilities|$2,168|$1,627|
+|Lease liabilities|$3,752|$3,200|
+|Capitalized research and development|$9,292|$8,175|
+|Unrealized losses in securities and investments|$232|$489|
+|Other|$487|$621|
+|Total deferred tax assets|$18,771|$16,290|
+|Less: valuation allowance|($2,879)|($2,493)|
+|Deferred tax assets, net of valuation allowance|$15,892|$13,797|
+
+|Deferred Tax Liabilities|2023|December 31, 2022|
+|---|---|---|
+|Depreciation and amortization|($8,320)|($6,296)|
+|Right-of-use assets|($2,708)|($2,555)|
+|Total deferred tax liabilities|($11,028)|($8,851)|
+|Net deferred tax assets|$4,864|$4,946|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period.
+
+|Gross Unrecognized Tax Benefits|Year Ended December 31|
+|---|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757 (2023)|
+|Increases related to prior year tax positions|$168|
+|Decreases related to prior year tax positions|($264)|
+|Increases related to current year tax positions|$1,204|
+|Decreases related to settlements of prior year tax positions|($199)|
+|Gross unrecognized tax benefits - end of period|$11,666|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+|Revenue|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655| |
+|Reality Labs|$1,896|$2,159|$2,274| |
+|Total Revenue|$134,902|$116,609|$117,929| |
+
+**Income (Loss) from Operations**
+|Income (Loss) from Operations|2023|2022|2021|
+|---|---|---|---|
+|Family of Apps|$62,871|$42,661|$56,946|
+|Reality Labs|($16,120)|($13,717)|($10,193)|
+|Total Income from Operations|$46,751|$28,944|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+|Geographic Area|2023|December 31, 2022|
+|---|---|---|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+_________________________
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+125
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+127
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Exhibit Number
+Exhibit Description
+Form
+File No.
+Exhibit
+Filing Date
+Herewith
+
+10.2(E)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+July 27, 2017
+
+10.2(F)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 26, 2018
+
+10.2(G)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-K
+001-35551
+10.3(G)
+January 31, 2019
+
+10.2(H)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 25, 2019
+
+10.2(I)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 30, 2020
+
+10.2(J)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+July 29, 2021
+
+10.2(K)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.3
+April 28, 2022
+
+10.2(L)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+April 27, 2023
+
+10.3+
+Amended and Restated Bonus Plan, effective January 1, 2023
+10-Q
+001-35551
+10.1
+October 26, 2023
+
+10.4+
+Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg
+S-1
+333-179287
+10.6
+February 8, 2012
+
+10.5+
+Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox
+10-Q
+001-35551
+10.1
+April 29, 2021
+
+10.6+
+Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan
+10-K
+001-35551
+10.8
+February 2, 2023
+
+10.7+
+Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth
+10-Q
+001-35551
+10.3
+April 27, 2023
+
+10.8+
+Offer Letter, dated November 1, 2022, between Registrant and Susan Li
+10-Q
+001-35551
+10.4
+April 27, 2023
+
+10.9+
+Form of Executive Officer Offer Letter
+10-Q
+001-35551
+10.3
+July 25, 2019
+
+10.10+
+Director Compensation Policy, as amended
+10-Q
+001-35551
+10.5
+April 27, 2023
+
+10.11+
+Deferred Compensation Plan for Non-Employee Directors
+10-K
+001-35551
+10.12
+February 2, 2023
+
+10.12+
+Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg
+10-Q
+001-35551
+10.2
+April 29, 2021
+
+21.1
+List of Subsidiaries
+
+X
+
+23.1
+Consent of Independent Registered Public Accounting Firm
+
+X
+
+31.1
+Certification of Mark Zuckerberg,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|Filed|
+|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| |X|
+|97.1|Compensation Recoupment Policy.| |X|
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| |X|
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| |X|
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| |X|
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| |X|
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| |X|
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| |X|
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| |X|
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+|Date:|February 1, 2024|
+|---|---|
+| |/s/ Susan Li|
+| |Susan Li|
+| |Chief Financial Officer|
+---
+|Signature|Title|Date|
+|---|---|---|
+|/s/ Mark Zuckerberg|Board Chair and Chief Executive Officer|February 1, 2024|
+|Mark Zuckerberg|(Principal Executive Officer)| |
+|/s/ Susan Li|Chief Financial Officer|February 1, 2024|
+|Susan Li|(Principal Financial Officer)| |
+|/S/ Aaron Anderson|Chief Accounting Officer|February 1, 2024|
+|Aaron Anderson|(Principal Accounting Officer)| |
+|/s/ Peggy Alford|Director|February 1, 2024|
+|Peggy Alford| | |
+|/s/ Marc L. Andreessen|Director|February 1, 2024|
+|Marc L. Andreessen| | |
+|/s/ Andrew W. Houston|Director|February 1, 2024|
+|Andrew W. Houston| | |
+|/s/ Nancy Killefer|Director|February 1, 2024|
+|Nancy Killefer| | |
+|/s/ Robert M. Kimmitt|Director|February 1, 2024|
+|Robert M. Kimmitt| | |
+|/s/ Sheryl K. Sandberg|Director|February 1, 2024|
+|Sheryl K. Sandberg| | |
+|/s/ Tracey T. Travis|Director|February 1, 2024|
+|Tracey T. Travis| | |
+|/s/ Tony Xu|Director|February 1, 2024|
+|Tony Xu| | |
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# Description of Capital Stock
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of:
+
+1. 5,000,000,000 shares of Class A common stock, $0.000006 par value per share;
+2. 4,141,000,000 shares of Class B common stock, $0.000006 par value per share;
+3. 100,000,000 shares of preferred stock, $0.000006 par value per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+
+### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Financial information and disclosures for the year...
+
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 20XX|
+|Sheryl Sandberg|COO|March 1, 20XX|
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock.
+
+## Provisions:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
+
+## Advance Notice Requirements for Stockholder Proposals and Director Nominations
+
+Our amended and restated
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+|Subsidiary Name|Incorporation|
+|---|---|
+|Cassin Networks ApS (Denmark)| |
+|Edge Network Services Limited (Ireland)| |
+|Facebook Circularity, LLC (Delaware)| |
+|Facebook Holdings, LLC (Delaware)| |
+|Facebook India Online Services Private Limited (India)| |
+|Facebook Operations, LLC (Delaware)| |
+|Facebook Procurement LLC (Delaware)| |
+|Facebook Serviços Online Do Brasil Ltda. (Brazil)| |
+|Facebook UK Limited (United Kingdom)| |
+|FCL Tech Limited (Ireland)| |
+|Goldframe LLC (Delaware)| |
+|Greater Kudu LLC (Delaware)| |
+|Hibiscus Properties, LLC (Delaware)| |
+|Instagram, LLC (Delaware)| |
+|Malkoha Pte. Ltd. (Singapore)| |
+|Meta Payments Inc. (Florida)| |
+|Meta Platforms Ireland Limited (Ireland)| |
+|Meta Platforms Technologies, LLC (Delaware)| |
+|Morning Hornet LLC (Delaware)| |
+|Pinnacle Sweden AB (Sweden)| |
+|Raven Northbrook LLC (Delaware)| |
+|Redale LLC (Delaware)| |
+|Runways Information Services Limited (Ireland)| |
+|Scout Development, LLC (Delaware)| |
+|Siculus, Inc. (Delaware)| |
+|Sidecat LLC (Delaware)| |
+|Stadion LLC (Delaware)| |
+|Starbelt LLC (Delaware)| |
+|Vitesse, LLC (Delaware)| |
+|WhatsApp LLC (Delaware)| |
+|Winner LLC (Delaware)| |
+|Woolhawk LLC (Delaware)| |
+---
+```markdown
+| Firm Name        | Ernst & Young LLP |
+|------------------|-------------------|
+| Location         | San Mateo, California |
+| Date             | February 1, 2024 |
+```
+---
+|Name:|Mark Zuckerberg|
+|---|---|
+|Title:|Board Chair and Chief Executive Officer (Principal Executive Officer)|
+|Date:|February 1, 2024|
+---
+|Date:|February 1, 2024|
+|---|---|
+|/s/ SUSAN LI|Susan Li|
+|Susan Li|Chief Financial Officer|
+|(Principal Financial Officer)| |
+---
+|Name:|Mark Zuckerberg|
+|---|---|
+|Title:|Board Chair and Chief Executive Officer|
+|Date:|February 1, 2024|
+---
+|Date:|February 1, 2024|
+|---|---|
+| | |
+| | |
+| | |
+|/s/ SUSAN LI| |
+|Susan Li| |
+|Chief Financial Officer| |
+|(Principal Financial Officer)| |
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, total shareholder return measure, and more.
+---
+## Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 20XX|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 20XX|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the
+restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
+
+(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously
+Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the
+independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
+
+(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy
+would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be
+impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a
+reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide
+that documentation to the Nasdaq;
+
+(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which
+benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal
+Revenue Code of 1986, as amended (the “Code”).
+
+(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in
+connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up
+payments.
+
+(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered
+from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation
+previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-
+based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates
+to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery
+action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less
+than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive
+pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the
+Code) shall be made in compliance with Section 409A of the Code.
+
+3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the
+Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power
+and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)
+make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply
+with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to
+the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its
+sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
+
+4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or
+terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of
+Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or
+obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules
+and regulations. Unless otherwise required
+---
+# Meta Platforms, Inc. - Policy Excerpts
+
+# Policy Excerpts
+
+By applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
+
+## Interpretation
+
+Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
+
+## Other Compensation Clawback/Recoupment Rights
+
+Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
+
+## Exempt Compensation
+
+Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
+
+## Miscellaneous
+
+1. Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan thereto.
+2. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
+3. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
+                                                                                                       UNITED STATES
+                                                                        SECURITIES AND EXCHANGE COMMISSION
+                                                                                                 Washington, D.C. 20549
+                                                                                                     __________________________
+                                                                                                      FORM 10-K
+        (Mark One)                                                                                   __________________________
+         ☒      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+                                                                                        For the fiscal year ended December 31, 2023
+         ☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934               or
+                                                                                       For the transition period from                        to
+                                                                                             Commission File Number: 001-35551
+                                                                                                     __________________________
+                                                                                       Meta Platforms, Inc.         Meta
+                                                                                   (Exact name of registrant as specified in its charter)
+                                                       Delaware                                      __________________________                                             20-1665019
+                         (State or other jurisdiction of incorporation or organization)  1 Meta Way, Menlo Park, California 94025                          (I.R.S. Employer Identification Number)
+                                                                                        (Address of principal executive offices and Zip Code)
+                                                                                                              (650) 543-4800
+                                                                                         (Registrant's telephone number, including area code)
+                                                                                                     __________________________
+                                                                               Securities registered 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                                                        META                                                  The Nasdaq Stock Market LLC
+                                                                           Securities registered 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 ☐
+
+
+
+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
+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.
+---
+```markdown
+| Name of Registrant | Title | Date |
+| --- | --- | --- |
+| Meta Platforms, Inc. | /s/ Mark Zuckerberg | March 17, 2024 |
+| Meta Platforms, Inc. | /s/ David M. Wehner | March 17, 2024 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| **Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.** |
+| **META PLATFORMS, INC.** |
+| |
+| **Date: February 16, 2022** |
+| |
+| **By: /s/ Mark Zuckerberg** |
+| **Mark Zuckerberg** |
+| **Chief Executive Officer** |
+| |
+| **By: /s/ David M. Wehner** |
+| **David M. Wehner** |
+| **Chief Financial Officer** |
+```
+---
+Table of Contents
+
+
+
+                                                               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
+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.
+
+
+
+                                                                                                     3
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name of Signatory 1]|[Title of Signatory 1]|[Date of Signature 1]|
+|[Name of Signatory 2]|[Title of Signatory 2]|[Date of Signature 2]|
+|[Name of Signatory 3]|[Title of Signatory 3]|[Date of Signature 3]|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: February 9, 2022](#) |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Date: February 9, 2022](#) |
+| [Signature of Registrant: Michael T. Schroepfer /s/ Michael T. Schroepfer Date: February 9, 2022](#) |
+| [Signature of Registrant: Sheryl K. Sandberg /s/ Sheryl K. Sandberg Date: February 9, 2022](#) |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead Date: February 9, 2022](#) |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 various devices and platforms. Meta is moving towards immersive experiences like augmented and virtual reality to help build the metaverse.
+
+We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL). FoA generates revenue from advertising placements on our family of apps, while RL generates revenue from consumer hardware products, software, and content.
+
+We invest in our business based on company priorities, focusing on key investment areas such as AI, the metaverse, discovery engine, monetization, regulatory readiness, and developer efficiency.
+
+#### Family of Apps Products
+
+- Facebook: Helps people build community, share moments, discuss, connect to interests, and create economic opportunities through various features.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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.
+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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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 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
+
+10
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+|David Wehner|Chief Financial Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+### Signatures
+
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+```markdown
+| Signatures |
+|------------|
+| /s/ Mark Zuckerberg |
+| Mark Zuckerberg, Chief Executive Officer and Chairman of the Board |
+| Date: January 27, 2022 |
+
+|            |
+|------------|
+| /s/ David M. Wehner |
+| David M. Wehner, Chief Financial Officer |
+| Date: January 27, 2022 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| /s/ Mark Zuckerberg |
+| Mark Zuckerberg |
+| Chairman and Chief Executive Officer |
+| (Principal Executive Officer) |
+| March 28, 2022 |
+|            |
+| /s/ David M. Wehner |
+| David M. Wehner |
+| Chief Financial Officer |
+| (Principal Financial Officer) |
+| March 28, 2022 |
+|            |
+| /s/ Jennifer G. Newstead |
+| Jennifer G. Newstead |
+| Chief Legal Officer |
+| (Principal Legal Officer) |
+| March 28, 2022 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| Mark Zuckerberg |
+| Sheryl Sandberg |
+| David M. Wehner |
+```
+---
+Table of Contents
+
+
+
+      •     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
+            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;
+
+
+
+                                                                                                       17
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Third-party initiatives impact
+- Decreased engagement due to taxes and government actions
+- Inadequate customer service
+- Adverse media reports
+- Impact of product changes on user activity
+
+From time to time, certain factors negatively affect user retention, growth, and engagement. If these issues persist, it may adversely affect revenue and financial results.
+
+The company generates revenue mainly from advertising. Loss of marketers or reduction in spending could harm the business.
+
+Factors affecting advertising revenue include user engagement, changes in product display, marketer demand, and ad quality.
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: /s/ Mark Zuckerberg] |
+| Mark Zuckerberg |
+| Chief Executive Officer |
+| Date: February 2, 2024 |
+| [Signature of Registrant: /s/ David M. Wehner] |
+| David M. Wehner |
+| Chief Financial Officer |
+| Date: February 2, 2024 |
+| [Signature of Registrant: /s/ Jennifer G. Newstead] |
+| Jennifer G. Newstead |
+| Chief Legal Officer |
+| Date: February 2, 2024 |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2023|
+|Sheryl Sandberg|COO|March 1, 2023|
+|David Wehner|CFO|March 1, 2023|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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 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.
+
+21
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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
+---
+```markdown
+| Signatures |
+|------------|
+| Mark Zuckerberg |
+| Sheryl Sandberg |
+| David M. Wehner |
+```
+---
+|Signature|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|April 23, 2021|
+|David M. Wehner|Chief Financial Officer|April 23, 2021|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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:
+
+28
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+|[Signature Name 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 20XX|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 20XX|
+|David Wehner|Chief Financial Officer|March 31, 20XX|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Table of Contents
+
+...
+
+...
+
+...
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+|David Wehner|Chief Financial Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+|[Signature Name 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+reduced protection for intellectual property rights in some countries;
+
+difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+
+compliance with statutory equity requirements and management of tax consequences; and
+
+geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+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.
+
+We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg, Chief Executive Officer] |
+| [Signature of Registrant: David M. Wehner, Chief Financial Officer] |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
+
+The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
+
+Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
+
+Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
+
+The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate, sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
+
+37
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer] |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Table:
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+## Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+[Content of the annual report goes here]
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name of Signatory 1]|[Title of Signatory 1]|[Date of Signature 1]|
+|[Name of Signatory 2]|[Title of Signatory 2]|[Date of Signature 2]|
+|[Name of Signatory 3]|[Title of Signatory 3]|[Date of Signature 3]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+```markdown
+| Signatures                                                                 |
+|-----------------------------------------------------------------------------|
+| /s/ Mark Zuckerberg                                                        |
+|-----------------------------------------------------------------------------|
+| Mark Zuckerberg, Founder, Chairman, and Chief Executive Officer             |
+|-----------------------------------------------------------------------------|
+| Date: February 2, 2022                                                     |
+|-----------------------------------------------------------------------------|
+| /s/ David M. Wehner                                                        |
+|-----------------------------------------------------------------------------|
+| David M. Wehner, Chief Financial Officer                                    |
+|-----------------------------------------------------------------------------|
+| Date: February 2, 2022                                                     |
+|-----------------------------------------------------------------------------|
+| /s/ Jennifer G. Newstead                                                    |
+|-----------------------------------------------------------------------------|
+| Jennifer G. Newstead, Chief Legal Officer                                   |
+|-----------------------------------------------------------------------------|
+| Date: February 2, 2022                                                     |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+```markdown
+| Signatures                                                                 |
+|---------------------------------------------------------------------------|
+| /s/ Mark Zuckerberg                                                       |
+| Mark Zuckerberg                                                           |
+| Chief Executive Officer and Chairman of the Board                         |
+| (Principal Executive Officer)                                             |
+|                                                                           |
+| Date: February 9, 2023                                                    |
+|                                                                           |
+| /s/ David M. Wehner                                                       |
+| David M. Wehner                                                           |
+| Chief Financial Officer                                                   |
+| (Principal Financial Officer)                                             |
+|                                                                           |
+| Date: February 9, 2023                                                    |
+|                                                                           |
+| /s/ Jennifer G. Newstead                                                  |
+| Jennifer G. Newstead                                                      |
+| Chief Legal Officer and Corporate Secretary                               |
+| (Principal Legal Officer)                                                 |
+|                                                                           |
+| Date: February 9, 2023                                                    |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
+
+## Item 2. Properties
+
+Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
+
+In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe that our facilities are adequate for our current needs.
+
+## Item 3. Legal Proceedings
+
+As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name]|[Title]|[Date]|
+|[Signature Name]|[Title]|[Date]|
+|[Signature Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|January 1, 2024|
+|Sheryl Sandberg|COO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+|[Signature Name 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
+denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
+brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
+putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
+tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
+across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
+brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
+questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
+issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
+basis for data processing under the GDPR for ads and personalization purposes.
+
+The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
+business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
+affect our business.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
+elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in
+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
+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
+
+### Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|February 15, 2023|
+---
+```markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| /s/ Mark Zuckerberg |
+| Mark Zuckerberg |
+| Chairman and Chief Executive Officer |
+| (Principal Executive Officer) |
+| Date: February 1, 2024 |
+|            |
+| /s/ David M. Wehner |
+| David M. Wehner |
+| Chief Financial Officer |
+| (Principal Financial Officer) |
+| Date: February 1, 2024 |
+|            |
+| /s/ Jennifer G. Newstead |
+| Jennifer G. Newstead |
+| Chief Legal Officer |
+| (Principal Legal Officer) |
+| Date: February 1, 2024 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Executive Officer] |
+| Name: Mark Zuckerberg |
+| Title: Chief Executive Officer |
+| Date: March 31, 2024 |
+
+| Signatures |
+|------------|
+| [Signature of Executive Officer] |
+| Name: David M. Wehner |
+| Title: Chief Financial Officer |
+| Date: March 31, 2024 |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% change|2023 December 31|2022|% change|2023 December 31|2022|% change|
+|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 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.
+
+Page 60
+---
+```markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+```markdown
+| Signatures |
+|------------|
+| Signature 1 |
+| Signature 2 |
+| Signature 3 |
+```
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+## Monthly Active People Worldwide (in billions)
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Monthly Active People|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+```markdown
+| Signatures                                                                 |
+|-----------------------------------------------------------------------------|
+| /s/ Mark Zuckerberg                                                        |
+|---------------------------------------------|-------------------------------|
+| Mark Zuckerberg                             | Date: February 1, 2024       |
+| Chief Executive Officer and Chairman        |                               |
+|---------------------------------------------|-------------------------------|
+| /s/ David M. Wehner                                                        |
+|---------------------------------------------|-------------------------------|
+| David M. Wehner                             | Date: February 1, 2024       |
+| Chief Financial Officer                     |                               |
+|---------------------------------------------|-------------------------------|
+| /s/ Michael Schroepfer                                                     |
+|---------------------------------------------|-------------------------------|
+| Michael Schroepfer                          | Date: February 1, 2024       |
+| Chief Technology Officer                    |                               |
+|---------------------------------------------|-------------------------------|
+| /s/ Jennifer G. Newstead                                                   |
+|---------------------------------------------|-------------------------------|
+| Jennifer G. Newstead                        | Date: February 1, 2024       |
+| Chief Legal Officer and Vice President,     |                               |
+| Global Affairs                              |                               |
+|---------------------------------------------|-------------------------------|
+```
+---
+## Table of Contents
+
+### Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or
+our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to
+marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on
+mobile devices.
+
+- Daily Active Users (DAUs): We define a daily active user as a registered and logged-in Facebook user who visited Facebook through our website or a
+mobile device, or used our Messenger application (and is also a registered Facebook user), on a given day. We view DAUs, and DAUs as a percentage
+of MAUs, as measures of user engagement on Facebook.
+
+**Daily Active Users Worldwide (in millions) (daily average over the month ended)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|66%|67%|67%|67%|67%|68%|68%|68%|69%|
+
+**Daily Active Users US & Canada (in millions) (daily average over the month ended)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|74%|75%|75%|74%|75%|74%|75%|75%|75%|
+
+**Daily Active Users Asia-Pacific (in millions) (daily average over the month ended)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|63%|64%|64%|64%|65%|66%|66%|66%|67%|
+
+Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America,
+and the Middle East.
+
+### 67
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+|Revenue Worldwide (in $ millions, except ARPU)|40,111|42,000|33,671|32,165|31,999|34,146|1,405|
+|---|---|---|---|---|---|---|---|
+| |35,000|1,032|27,908|28,822|27,714|28,645|503|
+| |28,000| |911|501| | | |
+| | |21,000|32,639|910|670|477|31,254|544|31,498|33,643|38,706|
+| |14,000| |26,998|28,152|(27,237|28,101| |
+| |7,000| | | | | | |
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+| | |ARPU:|$11.57|$9.54|$9.82|$9.41|$10.86|$9.62|$10.63|$11.23|$13.12|
+
+|Revenue US & Canada (in $ millions, except ARPU)|18,585|10,000|8,357|
+|---|---|---|---|
+| |15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|801|7,500|183|6,486|6,452|7,050|6,345|7,323|282|
+| |764| |631|291|234| | | |5,797|146|55|56|
+| |647|461|269|338| |5,000|122|92|90|76| |9,159|
+| |15,062|12,024|12,788|12,766|15,005|12,710|14,131|14,956|17,784|8,174|6,364|6,360|5,707|6,904|6,269|7,268|7,721|
+| | | | | | | | | | | | | | | | | | |
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|ARPU:|$60.57|$48.29|$50.25|$49.13|$58.77|$48.85|$53.53|$56.11|$68.44|
+
+|Revenue Asia-Pacific (in $ millions, except ARPU)|6,515|6,928|7,512|
+|---|---|---|---|
+| |5,759|5,908|5,782|6,050|5,960|80|99|196|4,251|4,573|
+| |98|73|65| | |6,829|7,316|24|53|52|63|75|4,137|4,447|
+| |6,183|5,661|5,835|5,717|5,968|5,893|6,435| |3,220|2,949|3,169|3,047|3,377|3,229|3,664|
+| | | | | | | | | | | | | | | | |
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|ARPU:|$4.89|$4.47|$4.54|$4.42|$4.61|$4.52|$4.88|$5.12|$5.52|
+
+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.
+
+## Signatures
+
+|Signature|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+|David Wehner|March 1, 2024|
+---
+Table of Contents
+
+
+
+          Our revenue by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when they perform a revenue-generating
+          activity. This allocation differs from our revenue disaggregated by geography disclosure in Note 2 — Revenue in our consolidated financial statements included in Part II, Item 8, "Financial
+          Statements and Supplemental Data" where revenue is geographically apportioned based on the addresses of our customers.
+
+
+
+          Our annual worldwide ARPU in 2023, which represents the sum of quarterly ARPU during such period, was $44.60, an increase of 13% from 2022. For
+2023, ARPU increased by 21% in Europe, 20% in Rest of World, 11% in Asia-Pacific, and 10% in United States & Canada. User growth was mostly in
+geographies with relatively lower ARPU, such as Asia‑Pacific and Rest of World. We expect that user growth in the future will be primarily concentrated in
+those regions where ARPU is relatively lower, such that worldwide ARPU may continue to increase at a slower rate relative to ARPU in any geographic region
+in a particular period, or potentially decrease even if ARPU increases in each geographic region.
+
+
+
+                                                                                                             70
+---
+## Table of Contents
+
+### Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: /s/ Mark Zuckerberg Mark Zuckerberg Chief Executive Officer (Principal Executive Officer) March 16, 2022] |
+| [Signature of Registrant: /s/ David M. Wehner David M. Wehner Chief Financial Officer (Principal Financial Officer) March 16, 2022] |
+| [Signature of Registrant: /s/ Jennifer G. Newstead Jennifer G. Newstead Chief Legal Officer March 16, 2022] |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| Mark Zuckerberg |
+| Sheryl Sandberg |
+| David Wehner |
+| Michael Schroepfer |
+| Jennifer Newstead |
+| David Fischer |
+| Christopher Cox |
+| Atish Banerjea |
+| Javier Olivan |
+| Deborah Crawford |
+| Susan Taylor |
+| David Kling |
+| Jennifer Li |
+| John Tenanes |
+| Julie Zhuo |
+| Colin Stretch |
+| Caryn Marooney |
+| Rachel Whetstone |
+| Stan Chudnovsky |
+| Fidji Simo |
+| David Lawenda |
+| Alex Schultz |
+| Nick Clegg |
+| Marc Andreessen |
+| Peter Thiel |
+| Marc L. Andreessen |
+| Jeffrey D. Zients |
+| Nancy Killefer |
+| Tracey T. Travis |
+| Kenneth I. Chenault |
+| Drew Houston |
+| Peggy Alford |
+| Robert M. Kimmitt |
+| Eric L. Schmidt |
+| Jeffrey A. Wilke |
+| Andrew W. Houston |
+| Marne L. Levine |
+| Andrew W. Houston |
+| Marne L. Levine |
+| Peter A. Thiel |
+| Jeffrey D. Zients |
+| Nancy Killefer |
+| Kenneth I. Chenault |
+| Drew Houston |
+| Peggy Alford |
+| Robert M. Kimmitt |
+| Eric L. Schmidt |
+| Jeffrey A. Wilke |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Principal Executive Officer] |
+| ---------------------------------------- |
+| Mark Zuckerberg                          |
+| Chief Executive Officer                  |
+| Date: February 15, 2024                  |
+|                                        |
+| [Signature of Principal Financial Officer] |
+| ------------------------------------------ |
+| David Wehner                             |
+| Chief Financial Officer                  |
+| Date: February 15, 2024                  |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+## 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Cost of Revenue|$25,959|$25,249|$22,649|3%|11%|
+
+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 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Research and Development|$38,483|$35,338|$24,655|9%|43%|
+
+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.
+
+## Marketing and Sales
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Marketing and Sales|$12,301|$15,262|$14,043|(19%)|9%|
+
+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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## General and Administrative
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+### Signatures
+
+|Signature|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+```markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) $50,475 (2022) $57,683 (2021)|
+|Net cash used in investing activities|($24,495) ($28,970) ($7,570)|
+|Net cash used in financing activities|($19,500) ($22,136) ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer] |
+```
+---
+Signatures
+Mark Zuckerberg
+Chief Executive Officer
+Sheryl Sandberg
+Chief Operating Officer
+David Wehner
+Chief Financial Officer
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: March 10, 2024 President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer)] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Date: March 10, 2024 Chief Financial Officer (Principal Financial Officer)] |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead Date: March 10, 2024 Chief Legal Officer and Corporate Secretary] |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| Mark Zuckerberg |
+| Chief Executive Officer |
+| Date: March 15, 2024 |
+|            |
+| David Wehner |
+| Chief Financial Officer |
+| Date: March 15, 2024 |
+|            |
+| Michael Schroepfer |
+| Chief Technology Officer |
+| Date: March 15, 2024 |
+|            |
+| Atish Banerjea |
+| Chief Information Officer |
+| Date: March 15, 2024 |
+|            |
+| Jennifer Newstead |
+| Chief Legal Officer |
+| Date: March 15, 2024 |
+```
+---
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|---|---|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Independent Registered Public Accounting Firm] |
+| [Name of the Accounting Firm] |
+| [Date] |
+| [Signature of Stockholders] |
+| [Name of Stockholder] |
+| [Date] |
+| [Signature of Board of Directors] |
+| [Name of Board Member] |
+| [Date] |
+```
+---
+```markdown
+| Signatures                                                                 |
+|---------------------------------------------------------------------------|
+| /s/ Mark Zuckerberg                                                       |
+| Mark Zuckerberg                                                           |
+| Chief Executive Officer and Director                                      |
+|                                                                           |
+| Date: February 2, 2022                                                    |
+|                                                                           |
+| /s/ David M. Wehner                                                       |
+| David M. Wehner                                                           |
+| Chief Financial Officer                                                   |
+|                                                                           |
+| Date: February 2, 2022                                                    |
+```
+---
+```markdown
+| Signatures        | Name               | Title                           | Date           |
+|-------------------|--------------------|---------------------------------|----------------|
+| /s/ Ernst & Young LLP | Ernst & Young LLP  | Auditor                         | February 1, 2024 |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+Definition and Limitations of Internal Control Over Financial Reporting
+
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+
+/s/ Ernst & Young LLP
+
+San Mateo, California February 1, 2024
+
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+|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)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+89
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+Signatures
+John Doe
+Jane Smip
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
+
+|Shares|Par Value|Additional Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290|
+|45|$0|$0|$0|$0|$0|
+|(17)|$0|($3,371)|$0|($2,144)|($5,515)|
+|0|$0|$9,164|$0|$0|$9,164|
+|(136)|$0|$0|$0|($44,810)|($44,810)|
+|0|$0|$0|($1,620)|$0|($1,620)|
+|0|$0|$0|$0|$39,370|$39,370|
+|2,741|$0|$55,811|($693)|$69,761|$124,879|
+|54|$0|$0|$0|$0|$0|
+|(20)|$0|($3,359)|$0|($236)|($3,595)|
+|0|$0|$11,992|$0|$0|$11,992|
+|(161)|$0|$0|$0|($27,926)|($27,926)|
+|0|$0|$0|($2,837)|$0|($2,837)|
+|0|$0|$0|$0|$23,200|$23,200|
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713|
+|65|$0|$0|$0|$0|$0|
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)|
+|0|$0|$14,027|$0|$0|$14,027|
+|(92)|$0|$0|$0|($20,033)|($20,033)|
+|0|$0|$0|$1,375|$0|$1,375|
+|0|$0|$0|$0|$39,098|$39,098|
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|January 15, 2024|
+|Signature 2|CFO|January 15, 2024|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: February 1, 2024 Mark Zuckerberg Chief Executive Officer] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Date: February 1, 2024 David M. Wehner Chief Financial Officer] |
+```
+---
+|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|
+|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|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Authorized Representative](link) |
+| [Signature of Chief Executive Officer](link) |
+| [Signature of Chief Financial Officer](link) |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: /s/ Mark Zuckerberg] |
+| Mark Zuckerberg |
+| Chief Executive Officer |
+| Date: February 2, 2022 |
+| [Signature of Registrant: /s/ David M. Wehner] |
+| David M. Wehner |
+| Chief Financial Officer |
+| Date: February 2, 2022 |
+| [Signature of Registrant: /s/ Jennifer G. Newstead] |
+| Jennifer G. Newstead |
+| Chief Legal Officer |
+| Date: February 2, 2022 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg, Chief Executive Officer] |
+| Date: February 1, 2024 |
+| [Signature of Registrant: David M. Wehner, Chief Financial Officer] |
+| Date: February 1, 2024 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| Signatures |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Contents of the annual report will go here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+|[Signature Name 4]|[Title 4]|[Date 4]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name of Signatory 1]|[Title of Signatory 1]|[Date of Signature 1]|
+|[Name of Signatory 2]|[Title of Signatory 2]|[Date of Signature 2]|
+|[Name of Signatory 3]|[Title of Signatory 3]|[Date of Signature 3]|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer March 1, 2024] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer March 1, 2024] |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: March 1, 2024] |
+| [Signature of Registrant: David Wehner /s/ David Wehner Date: March 1, 2024] |
+```
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+Signatures
+____________________________
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: February 1, 2024](#) |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Date: February 1, 2024](#) |
+| [Signature of Registrant: Michael M. Schroepfer /s/ Michael M. Schroepfer Date: February 1, 2024](#) |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead Date: February 1, 2024](#) |
+```
+---
+```markdown
+| Name | Title | Date |
+| --- | --- | --- |
+| Mark Zuckerberg | Chief Executive Officer | April 21, 2024 |
+| David Wehner | Chief Financial Officer | April 21, 2024 |
+| Michael Schroepfer | Chief Technology Officer | April 21, 2024 |
+| Atish Banerjea | Chief Information Officer | April 21, 2024 |
+| Jennifer Newstead | Chief Legal Officer | April 21, 2024 |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: MARK ZUCKERBERG](#) |
+| [Mark Zuckerberg](#) |
+| [Chief Executive Officer](#) |
+| [March 15, 2024](#) |
+|------------|
+| [Signature of Registrant: DAVID WEHNER](#) |
+| [David Wehner](#) |
+| [Chief Financial Officer](#) |
+| [March 15, 2024](#) |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer March 15, 2023](#) |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer March 15, 2023](#) |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| /s/ Mark Zuckerberg |
+| Mark Zuckerberg |
+| Chairman and Chief Executive Officer |
+| (Principal Executive Officer) |
+| March 31, 2024 |
+|            |
+| /s/ David M. Wehner |
+| David M. Wehner |
+| Chief Financial Officer |
+| (Principal Financial Officer) |
+| March 31, 2024 |
+|            |
+| /s/ Jennifer G. Newstead |
+| Jennifer G. Newstead |
+| Chief Legal Officer |
+| March 31, 2024 |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+Property and equipment, net consists of the following (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023), $104,493 (2022)
+
+Less: Accumulated depreciation: ($33,134) (2023), ($24,975) (2022)
+
+Property and equipment, net: $96,587 (2023), $79,518 (2022)
+
+Construction in progress includes costs mostly related to construction of data centers, network infrastructure, and servers.
+
+Depreciation expense on property and equipment and other related details are provided in the report.
+
+## Note 8. Leases
+
+We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. Details of lease costs are as follows:
+
+| |2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+
+Total lease cost: $3,040 (2023), $2,616 (2022), $2,171 (2021)
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for pe years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|2024|Operating Leases $2,219|Finance Leases $111|
+|---|---|---|
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+|Total undiscounted cash flows|$23,649|$851|
+|Less: Imputed interest|($4,800)|($161)|
+|Present value of lease liabilities (1)|$18,849|$690|
+
+|Lease liabilities, current|$1,623|$90|
+|---|---|---|
+|Lease liabilities, non-current|$17,226|$600|
+|Present value of lease liabilities (1)|$18,849|$690|
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments pat were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, pat have not yet commenced, wip lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 wip lease terms of greater pan one year to 30 years.
+---
+|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:| | | |
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+|Lease liabilities arising from obtaining right-of-use assets:| | | |
+|Operating leases|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+|Goodwill at December 31, 2021|Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|$18,458|$739| |$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions| |$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+David Wehner
+---
+|Signature|Date|Title|
+|---|---|---|
+|Mark Zuckerberg|March 1, 2024|Chief Executive Officer|
+|Sheryl Sandberg|March 1, 2024|Chief Operating Officer|
+|David Wehner|March 1, 2024|Chief Financial Officer|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Authorized Officer] |
+| Name: Mark Zuckerberg |
+| Title: Chief Executive Officer |
+| Date: February 1, 2024 |
+| [Signature of Authorized Officer] |
+| Name: David M. Wehner |
+| Title: Chief Financial Officer |
+| Date: February 1, 2024 |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+
+117
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17, 2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case.
+
+We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same matters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc.
+
+On March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Date: February 1, 2024](#) |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Date: February 1, 2024](#) |
+| [Signature of Registrant: Michael Todd Schroepfer /s/ Michael Todd Schroepfer Date: February 1, 2024](#) |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead Date: February 1, 2024](#) |
+| [Signature of Registrant: David B. Fischer /s/ David B. Fischer Date: February 1, 2024](#) |
+| [Signature of Registrant: Christopher K. Cox /s/ Christopher K. Cox Date: February 1, 2024](#) |
+| [Signature of Registrant: Sheryl K. Sandberg /s/ Sheryl K. Sandberg Date: February 1, 2024](#) |
+```
+---
+```markdown
+| Signatures                                                                 |
+|---------------------------------------------------------------------------|
+| Mark Zuckerberg                                                           |
+| /s/ Mark Zuckerberg                                                       |
+| Chief Executive Officer and Founder                                        |
+| February 1, 2024                                                          |
+|---------------------------------------------------------------------------|
+| David M. Wehner                                                           |
+| /s/ David M. Wehner                                                       |
+| Chief Financial Officer                                                   |
+| February 1, 2024                                                          |
+|---------------------------------------------------------------------------|
+| Michael Schroepfer                                                        |
+| /s/ Michael Schroepfer                                                    |
+| Chief Technology Officer                                                  |
+| February 1, 2024                                                          |
+|---------------------------------------------------------------------------|
+| Atish Banerjea                                                            |
+| /s/ Atish Banerjea                                                        |
+| Chief Information Officer                                                 |
+| February 1, 2024                                                          |
+|---------------------------------------------------------------------------|
+| Jennifer Newstead                                                         |
+| /s/ Jennifer Newstead                                                     |
+| Chief Legal Officer                                                       |
+| February 1, 2024                                                          |
+```
+---
+|Year Ended December 31|Domestic|Foreign|
+|---|---|---|
+|2023|$43,499|$3,929|
+|2022|$25,025|$3,794|
+|2021|$43,669|$3,615|
+
+|Year Ended December 31|Current:|Federal|State|Foreign|Total current tax expense|
+|---|---|---|---|---|---|
+|2023| |$4,934|$577|$2,688|$8,199|
+|2022| |$6,094|$874|$1,928|$8,896|
+|2021| |$4,971|$548|$1,786|$7,305|
+
+|Year Ended December 31|Deferred:|Federal|State|Foreign|Total deferred tax (benefits)/expense|
+|---|---|---|---|---|---|
+|2023| |$67|$123|($59)|$131|
+|2022| |($2,776)|($405)|($96)|($3,277)|
+|2021| |$585|$43|($19)|$609|
+
+|Year Ended December 31|U.S. federal statutory income tax rate|State income taxes, net of federal benefit|Share-based compensation|Research and development tax credits|Foreign-derived intangible income deduction|Effect of non-U.S. operations|Other|Effective tax rate|
+|---|---|---|---|---|---|---|---|---|
+|2023|21.0%|1.1|(0.6)|(1.5)|(4.3)|0.9|1.0|17.6%|
+|2022|21.0%|1.0|2.6|(2.4)|(7.0)|3.0|1.3|19.5%|
+|2021|21.0%|1.0|(1.7)|(1.3)|(3.5)|0.9|0.3|16.7%|
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer (Principal Financial Officer)] |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead General Counsel and Corporate Secretary] |
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: Mark Zuckerberg /s/ Mark Zuckerberg Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)] |
+| [Signature of Registrant: David M. Wehner /s/ David M. Wehner Chief Financial Officer (Principal Financial Officer)] |
+| [Signature of Registrant: Jennifer G. Newstead /s/ Jennifer G. Newstead General Counsel and Corporate Secretary] |
+```
+---
+```markdown
+| Signatures |
+| --- |
+| **Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.** |
+| META PLATFORMS, INC. |
+| |
+| **Date: February 28, 2024** |
+| |
+| /s/ Mark Zuckerberg |
+| Mark Zuckerberg |
+| Chief Executive Officer |
+| |
+| **Date: February 28, 2024** |
+| |
+| /s/ David M. Wehner |
+| David M. Wehner |
+| Chief Financial Officer |
+```
+---
+```markdown
+| Signatures |
+|------------|
+|           |
+```
+---
+```markdown
+| Name | Title | Date |
+| ---- | ----- | ---- |
+| Mark Zuckerberg | Chief Executive Officer | February 3, 2022 |
+| David M. Wehner | Chief Financial Officer | February 3, 2022 |
+| Michael Schroepfer | Chief Technology Officer | February 3, 2022 |
+| Atish Banerjea | Chief Information Officer | February 3, 2022 |
+| Jennifer Newstead | General Counsel | February 3, 2022 |
+```
+---
+```markdown
+| Name              | Title                            | Date       |
+|-------------------|----------------------------------|------------|
+| Mark Zuckerberg   | Chief Executive Officer          | April 27, 2023 |
+| Susan Li          | Chief Financial Officer          | April 27, 2023 |
+```
+---
+|Exhibit Number|Exhibit Description|Form|Filed|
+|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| |X|
+|97.1|Compensation Recoupment Policy.| |X|
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| |X|
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| |X|
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| |X|
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| |X|
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| |X|
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| |X|
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| |X|
+---
+```markdown
+| Date              | February 1, 2024 |
+|-------------------|------------------|
+| Signatory         | Susan Li         |
+| Title             | Chief Financial Officer |
+```
+---
+```markdown
+| Signature           | Title                                | Date           |
+|---------------------|--------------------------------------|----------------|
+| /s/ Mark Zuckerberg | Board Chair and Chief Executive Officer | February 1, 2024 |
+| /s/ Susan Li        | Chief Financial Officer               | February 1, 2024 |
+| /S/ Aaron Anderson  | Chief Accounting Officer              | February 1, 2024 |
+| /s/ Peggy Alford    | Director                             | February 1, 2024 |
+| /s/ Marc L. Andreessen | Director                           | February 1, 2024 |
+| /s/ Andrew W. Houston  | Director                           | February 1, 2024 |
+| /s/ Nancy Killefer  | Director                             | February 1, 2024 |
+| /s/ Robert M. Kimmitt | Director                           | February 1, 2024 |
+| /s/ Sheryl K. Sandberg | Director                          | February 1, 2024 |
+| /s/ Tracey T. Travis | Director                            | February 1, 2024 |
+| /s/ Tony Xu         | Director                             | February 1, 2024 |
+```
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# Description of Capital Stock
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of:
+
+- 5,000,000,000 shares of Class A common stock, $0.000006 par value per share;
+- 4,141,000,000 shares of Class B common stock, $0.000006 par value per share;
+- 100,000,000 shares of preferred stock, $0.000006 par value per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- If we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment.
+- If we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
+
+No Preemptive or Similar Rights: Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Registrant: MARK ZUCKERBERG /s/ Mark Zuckerberg Mark Zuckerberg, Founder and Chief Executive Officer (Principal Executive Officer)] |
+| [Signature of Registrant: DAVID WEHNER /s/ David Wehner David Wehner, Chief Financial Officer (Principal Financial Officer)] |
+| [Signature of Registrant: MICHAEL SCHROEPFER /s/ Michael Schroepfer Michael Schroepfer, Chief Technology Officer] |
+| [Signature of Registrant: JENNIFER NEWSTEAD /s/ Jennifer Newstead Jennifer Newstead, General Counsel and Secretary] |
+```
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, including the following:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+      stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
+
+
+
+      •     Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice
+      procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any
+      meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice.
+      These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
+      directors at our meetings of stockholders.
+
+
+
+      •     Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to
+      100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of
+      directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an
+      attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
+
+
+
+Choice of Forum
+
+
+
+      Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any
+derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant
+to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a
+claim against us that is governed by the internal affairs doctrine.
+
+
+
+Listing
+
+
+
+      Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “META.”
+
+
+
+Transfer Agent and Registrar
+
+
+
+      The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
+
+
+
+                                                                                                         4
+---
+```markdown
+| Subsidiary Name                           | Jurisdiction of Incorporation |
+|------------------------------------------ |------------------------------ |
+| Cassin Networks ApS (Denmark)             |                              |
+| Edge Network Services Limited (Ireland)  |                              |
+| Facebook Circularity, LLC (Delaware)      |                              |
+| Facebook Holdings, LLC (Delaware)         |                              |
+| Facebook India Online Services Private Limited (India) |                 |
+| Facebook Operations, LLC (Delaware)       |                              |
+| Facebook Procurement LLC (Delaware)       |                              |
+| Facebook Serviços Online Do Brasil Ltda. (Brazil) |                     |
+| Facebook UK Limited (United Kingdom)      |                              |
+| FCL Tech Limited (Ireland)                |                              |
+| Goldframe LLC (Delaware)                  |                              |
+| Greater Kudu LLC (Delaware)               |                              |
+| Hibiscus Properties, LLC (Delaware)       |                              |
+| Instagram, LLC (Delaware)                 |                              |
+| Malkoha Pte. Ltd. (Singapore)             |                              |
+| Meta Payments Inc. (Florida)              |                              |
+| Meta Platforms Ireland Limited (Ireland)  |                              |
+| Meta Platforms Technologies, LLC (Delaware) |                           |
+| Morning Hornet LLC (Delaware)             |                              |
+| Pinnacle Sweden AB (Sweden)               |                              |
+| Raven Northbrook LLC (Delaware)           |                              |
+| Redale LLC (Delaware)                     |                              |
+| Runways Information Services Limited (Ireland) |                        |
+| Scout Development, LLC (Delaware)         |                              |
+| Siculus, Inc. (Delaware)                  |                              |
+| Sidecat LLC (Delaware)                    |                              |
+| Stadion LLC (Delaware)                    |                              |
+| Starbelt LLC (Delaware)                   |                              |
+| Vitesse, LLC (Delaware)                   |                              |
+| WhatsApp LLC (Delaware)                   |                              |
+| Winner LLC (Delaware)                     |                              |
+| Woolhawk LLC (Delaware)                   |                              |
+```
+---
+```markdown
+| Firm Name        | Location           | Date       |
+|------------------|--------------------|------------|
+| Ernst & Young LLP| San Mateo, California | February 1, 2024 |
+```
+---
+```markdown
+| Signatory          | Name            | Title                                    | Date           |
+|--------------------|-----------------|------------------------------------------|----------------|
+| /s/ MARK ZUCKERBERG| Mark Zuckerberg | Board Chair and Chief Executive Officer  | February 1, 2024|
+```
+---
+```markdown
+| Name       | Title                     | Date           |
+|------------|---------------------------|----------------|
+| Susan Li   | Chief Financial Officer   | February 1, 2024 |
+```
+---
+```markdown
+| Signatures                                                                                   |
+|----------------------------------------------------------------------------------------------|
+| Date: February 1, 2024                                                                       |
+|                                                                                              |
+| /s/ MARK ZUCKERBERG                                                                         |
+| Mark Zuckerberg                                                                             |
+| Board Chair and Chief Executive Officer                                                     |
+| (Principal Executive Officer)                                                               |
+```
+---
+|Name|Title|Date|
+|---|---|---|
+|Susan Li|Chief Financial Officer|February 1, 2024|
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, various specified roles within the organization.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name 1]|[Title 1]|[Date 1]|
+|[Signature Name 2]|[Title 2]|[Date 2]|
+|[Signature Name 3]|[Title 3]|[Date 3]|
+---
+```markdown
+| Signatory Name        | Title               | Date       |
+|-----------------------|---------------------|------------|
+| [Signature 1 Name]    | [Signature 1 Title] | [Date 1]   |
+| [Signature 2 Name]    | [Signature 2 Title] | [Date 2]   |
+| [Signature 3 Name]    | [Signature 3 Title] | [Date 3]   |
+| [Signature 4 Name]    | [Signature 4 Title] | [Date 4]   |
+| [Signature 5 Name]    | [Signature 5 Title] | [Date 5]   |
+```
+---
+```markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+```markdown
+| Signatures |
+|------------|
+| [Signature of Mark Zuckerberg] |
+| ----------------------------- |
+| Mark Zuckerberg |
+| Chairman and Chief Executive Officer |
+| [Signature of David M. Wehner] |
+| ----------------------------- |
+| David M. Wehner |
+| Chief Financial Officer |
+```
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+Below are the extracted signatures:
+
+|Signature|Prefix|
+|---|---|
+|__________________________|UNITED STATES SECURITIES AND EXCHANGE COMMISSION|
+|__________________________|FORM 10-K|
+|__________________________|Meta Platforms, Inc. Meta|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+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.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+- Business
+- Risk Factors
+- Unresolved Staff Comments
+- Cybersecurity
+- Properties
+- Legal Proceedings
+- Mine Safety Disclosures
+- Market for Registrant's Common Equity
+- Management's Discussion and Analysis
+- Quantitative and Qualitative Disclosures About Market Risk
+- Financial Statements and Supplementary Data
+- Changes in and Disagreements with Accountants
+- Controls and Procedures
+- Disclosure Regarding Foreign Jurisdictions
+- Directors, Executive Officers and Corporate Governance
+- Executive Compensation
+- Security Ownership of Certain Beneficial Owners
+- Certain Relationships and Related Transactions
+- Principal Accountant Fees and Services
+- Exhibit and Financial Statement Schedules
+- Form 10-K Summary
+- Signatures
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## Business
+
+Content for Business goes here.
+
+## Risk Factors
+
+Content for Risk Factors goes here.
+
+## Unresolved Staff Comments
+
+Content for Unresolved Staff Comments goes here.
+
+## Cybersecurity
+
+Content for Cybersecurity goes here.
+
+## Properties
+
+Content for Properties goes here.
+
+## Legal Proceedings
+
+Content for Legal Proceedings goes here.
+
+## Mine Safety Disclosures
+
+Content for Mine Safety Disclosures goes here.
+
+markdown
+| Signatures |
+|------------|
+| [Signature 1] |
+| [Signature 2] |
+| [Signature 3] |
+```
+---
+```markdown
+| Signatures |
+|------------|
+|            |
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Table of Contents
+
+...
+
+## 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).
+
+...
+
+## 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.
+
+...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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. 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.
+
+### Signature Page
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2025|
+|Sheryl Sandberg|COO|March 1, 2025|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+
+|Signature Prefix|Signature|
+|---|---|
+|Sign:|Mark Zuckerberg|
+|Sign:|Sheryl Sandberg|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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.
+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.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2022|
+|Signature 2|CFO|March 1, 2022|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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 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
+
+10
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Table of Contents
+
+...
+
+We have been subject to other significant legislative and regulatory developments...
+
+...
+
+We are, and expect to continue to be, the subject of investigations, inquiries, data requests...
+
+...
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|Chief Executive Officer|
+|[Signature]|Sheryl Sandberg|Chief Operating Officer|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|John Doe|CEO|January 1, 2023|
+|Signature 2|Jane Smith|CFO|January 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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.
+
+## 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 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
+---
+Table of Contents
+
+
+
+      •     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
+            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;
+
+
+
+                                                                                                       17
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 31, 2023|
+|Sheryl Sandberg|Chief Operating Officer|March 31, 2023|
+
+## Financial Information
+
+Insert financial tables and information here...
+
+## Management Discussion and Analysis
+
+Insert management discussion and analysis content here...
+
+## Other Disclosures
+
+Any other relevant disclosures required by the SEC go here...
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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;
+
+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
+
+19
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+...
+
+...
+
+...
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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 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.
+
+21
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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 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
+---
+Table of Contents
+
+
+
+      •     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;
+
+
+
+      •     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;
+
+
+
+                                                                                                          26
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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
+
+31
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+Table of Contents
+
+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
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+- reduced protection for intellectual property rights in some countries;
+- difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+- compliance with statutory equity requirements and management of tax consequences; and
+- geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+
+Signature Prefixes:
+
+|Prefix|Signature|
+|---|---|
+| | |
+| | |
+| | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results.
+
+We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
+
+As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.
+
+We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could 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.
+
+Signature Section:
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition
+of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change.
+Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash
+flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate
+for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions
+in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued
+or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have
+enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we
+operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting
+Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries
+in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions.
+As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax
+obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current
+tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or
+impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes
+applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
+
+The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides
+preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state
+aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
+
+Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described
+above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position,
+results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts
+estimated and recorded in our financial statements.
+
+Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
+
+The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate,
+sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that
+period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from
+share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to
+the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in
+that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular
+period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price,
+which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
+
+37
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
+
+There can be no assurance that we will continue to declare cash dividends.
+
+On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+
+## Risks Related to Government Regulation and Enforcement
+
+Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
+
+Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Table of Contents
+
+considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Section:
+
+|Signatory|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Signature Prefixes:
+
+|Prefix|Signature|
+|---|---|
+| | |
+| | |
+| | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users' data. Cyber-attacks continue to
+evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that
+are designed to protect our data and user data, to reduce the risk of data loss or misuse, to disable undesirable accounts and activities on our platform, and to
+reduce the risk of or detect security breaches, such measures will not provide absolute security, and we cannot assure you that we will be able to react in a
+timely manner to any cyber-attacks or other security incidents, or that our remediation efforts will be successful. Our business and operations span numerous
+geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third parties. At any given time, we
+face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our security efforts.
+
+In addition, some of our developers or other partners, such as those that help us measure the effectiveness of ads, may receive or store information
+provided by us or by our users through mobile or web applications integrated with our products. We provide limited information to such third parties based on
+the scope of services provided to us. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a
+breach of their networks, our data or our users' data may be improperly accessed, used, or disclosed.
+
+We regularly experience such cyber-attacks and other security incidents of varying degrees, and we incur significant costs in protecting against or
+remediating such incidents. In addition, we are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data
+protection, as well as obligations under our modified consent order with the FTC. As a result, affected users or government authorities could initiate legal or
+regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the
+past and which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such
+incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a
+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.
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- the inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- media coverage of our business and financial performance;
+- lawsuits threatened or filed against us, or developments in pending lawsuits;
+- adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- trading activity in our share repurchase program; and
+- other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2023|
+|Jane Smith|CFO|January 1, 2023|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
+
+### Item 2. Properties
+
+Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.
+
+In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe that our facilities are adequate for our current needs.
+
+### Item 3. Legal Proceedings
+
+As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these 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.
+
+#### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+### Signatures
+
+|Signatory|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|January 1, 2024|
+|Signature 2|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
+denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
+brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
+putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
+tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
+across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
+brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
+questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
+issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
+basis for data processing under the GDPR for ads and personalization purposes.
+
+The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
+business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
+affect our business.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
+elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in
+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
+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
+
+### Signatures
+
+|Signer|Signature|
+|---|---|
+| | |
+| | |
+| | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on
+behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on
+similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media
+Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court
+presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October
+2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding
+violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business
+practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek
+damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal
+Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to
+government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety
+impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size
+for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District
+of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court
+dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the
+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
+course of business, and we expect to be subject to additional legal proceedings and disputes in the future.
+
+### Item 4. Mine Safety Disclosures
+
+Not applicable.
+
+56
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+Signatures
+Signature: /s/ Mark Zuckerberg
+Printed Name: Mark Zuckerberg
+Title: Chief Executive Officer
+Date: February 10, 2024
+Signature: /s/ David M. Wehner
+Printed Name: David M. Wehner
+Title: Chief Financial Officer
+Date: February 10, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram,
+Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+**Financial Results**
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+| |Year Ended 2023 December 31|Year Ended 2023 December 31|Year Ended 2023 December 31|
+|Revenue|$133,006|$1,896|$134,902|
+|Costs and expenses|$70,135|$18,016|$88,151|
+|Income (loss) from operations|$62,871|($16,120)|$46,751|
+|Operating margin|47%|(850)%|35%|
+
+- 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
+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.
+
+### Signatures
+
+Signer
+Title
+Date
+
+Mark Zuckerberg
+CEO
+March 1, 2024
+
+Sheryl Sandberg
+COO
+March 1, 2024
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Year Ended December 31, 2023|
+|---|---|---|
+|Facilities Consolidation|$177|Severance and Other Personnel Costs - Data Center Assets (224) Total ($47)|
+|Research and development|$1,581|$413 - $1,994|
+|Marketing and sales|$396|$307 - $703|
+|General and administrative|$352|$450 - $802|
+
+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.
+
+Beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024, we will no longer report DAUs, MAUs, ARPU, and MAP in our periodic reports filed with the Securities and Exchange Commission. We intend to begin reporting year-over-year percentage changes in ad impressions delivered and the average price per ad by geographic region, while continuing to report DAP and ARPP (calculated based on DAP), beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+## Developments in Advertising
+
+Substantially all of our revenue is currently generated from advertising on Facebook and Instagram. We rely on targeting and measurement tools that incorporate data signals from user activity on websites and services that we do not control in order to deliver relevant and effective ads to our users. Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.
+
+In particular, legislative and regulatory developments such as the General Data Protection Regulation, including its evolving interpretation through decisions of the Court of Justice of the European Union, ePrivacy Directive, the European Digital Services Act, and U.S. state privacy laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, have impacted our ability to use data signals in our ad products, and we expect these and other
+
+61
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+### Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2024|
+|Sheryl Sandberg|COO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+63
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|[Signature]|Mark Zuckerberg|Chief Executive Officer|
+|[Signature]|Sheryl Sandberg|Chief Operating Officer|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+## Monthly Active People Worldwide
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|5.00 (in billions)| |3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+### Signature Table
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP). We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at
+the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of
+our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not
+material.
+
+| |Ad Revenue|Non-Ad Revenue|
+|---|---|---|
+|ARPP|$34.72|9% increase from 2022|
+
+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.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|John Doe|January 1, 2024|
+|Signature 2|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+## Daily Active Users
+
+|Worldwide (in millions)|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Active Users|1,929|1,960|1,968|1,984|2,000|2,037|2,064|2,085|2,110|
+
+## Daily Active Users US & Canada
+
+|(in millions)|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Active Users|309|307|303|303|304|307|307|307|308|
+
+## Daily Active Users Asia-Pacific
+
+|(in millions)|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Active Users|619|629|631|638|643|657|665|676|683|
+
+Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America, and the Middle East.
+
+67
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+### Monthly Active Users (MAUs)
+
+We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of measurement. MAUs are a measure of the size of our global active user community on Facebook.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Europe (in millions)|500|427|418|407|408|407|411|409|408|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|CEO|January 15, 2024|
+|Signature 2|CFO|January 15, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+Table of Contents
+
+
+
+          Our revenue by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when they perform a revenue-generating
+          activity. This allocation differs from our revenue disaggregated by geography disclosure in Note 2 — Revenue in our consolidated financial statements included in Part II, Item 8, "Financial
+          Statements and Supplemental Data" where revenue is geographically apportioned based on the addresses of our customers.
+
+
+
+          Our annual worldwide ARPU in 2023, which represents the sum of quarterly ARPU during such period, was $44.60, an increase of 13% from 2022. For
+2023, ARPU increased by 21% in Europe, 20% in Rest of World, 11% in Asia-Pacific, and 10% in United States & Canada. User growth was mostly in
+geographies with relatively lower ARPU, such as Asia‑Pacific and Rest of World. We expect that user growth in the future will be primarily concentrated in
+those regions where ARPU is relatively lower, such that worldwide ARPU may continue to increase at a slower rate relative to ARPU in any geographic region
+in a particular period, or potentially decrease even if ARPU increases in each geographic region.
+
+
+
+                                                                                                             70
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is performed at each reporting date to determine whether there are triggering events for impairment. Such qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; regulatory, economic or technological environment; operational and financing cash flows; and other relevant events and factors affecting the investee. When indicators of impairment exist, we estimate the fair value of our non-marketable equity securities using the market approach and/or the income approach and recognize impairment loss in our consolidated statements of income if the estimated fair value is less than the carrying value. In addition, for these non-marketable equity securities, determining whether a non-marketable equity security issued by the same issuer is similar to the non-marketable equity security we hold may require judgment in (a) assessment of differences in rights and obligations associated with the instruments such as voting rights, distribution rights and preferences, and conversion features, and (b) adjustments to the observable price for differences such as, but not limited to, rights and obligations, control premium, liquidity, or principal or most advantageous markets. The identification of observable transactions will depend on the timely reporting of these transactions from our investee companies, which may occur in a period subsequent to when the transactions take place. Therefore, our fair value adjustment for these observable transactions may occur in a period subsequent to when the transaction actually occurred.
+
+72
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+## Signatures
+
+|Signature|Name|Title|Date|
+|---|---|---|---|
+|_________________________| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Revenue
+
+|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|
+| | |2023|2022|2021|change 2023 vs 2022|change 2022 vs 2021|
+|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 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
+
+Other revenue.FoA other revenue in 2023 increased $250 million, or 31%, compared to 2022. The increase was mainly driven by WhatsApp Business Platform.
+
+## 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.
+
+### Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|Cost of Revenue|$25,959|$25,249|$22,649|3%|11%| |
+
+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|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|Research and Development|$38,483|$35,338|$24,655|9%|43%| |
+
+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.
+
+## Marketing and Sales
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|Marketing and Sales|$12,301|$15,262|$14,043|(19%)|9%| |
+
+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.
+
+### Signatures
+
+|Signatures|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## General and Administrative
+
+|Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|
+|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
+
+|Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+|Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%|
+|Interest expense|($446)|($185)|($23)|(141)%|NM|
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%|
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%|
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%|
+
+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.
+
+### Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+| | | |
+| | | |
+---
+|Provision for income taxes|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Provision for income taxes|$8,330|$5,619|$7,914|48%|(29)%|
+|Effective tax rate|18%|19%|17%|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) $50,475 (2022) $57,683 (2021)|
+|Net cash used in investing activities|($24,495) ($28,970) ($7,570)|
+|Net cash used in financing activities|($19,500) ($22,136) ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+Loss Contingencies
+
+We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.
+
+See Note 8 — Leases, Note 10 — Long-term Debt, Note 12 — Commitments and Contingencies, Note 13 — Stockholders' Equity, and Note 15 — Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding leases and contractual commitments, debt, taxes, and contingencies.
+
+Recently Issued Accounting Pronouncements
+
+For information on recently issued accounting pronouncements, see Note 1 — Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
+
+81
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized gains or losses resulting from such interest rate changes and from the current unrealized gains or losses would only occur if we sold the investments prior to maturity.
+
+As of December 31, 2023 and 2022, we also had aggregate principal amounts of fixed-rate senior notes (the Notes) outstanding of $18.50 billion and $10.00 billion, respectively. Since our Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.
+
+82
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+83
+
+Signature Prefixes:
+- Signatures:
+| Signer Name | Title | Date |
+| ----------- | ----- | ---- |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|Page|
+|---|---|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+#### Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|Chief Executive Officer|March 1, 2024|
+|Signature 2|Chief Financial Officer|March 1, 2024|
+---
+# Loss Contingencies
+
+## Loss Contingencies
+
+Description of the Matter As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+### How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+86
+---
+# Meta Platforms, Inc. Annual Report
+
+# Annual Report
+
+## Signature Page
+
+|Signature|Signatory|
+|---|---|
+|/s/ Ernst & Young LLP|Ernst & Young LLP|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+Definition and Limitations of Internal Control Over Financial Reporting
+
+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
+
+**Signatures**
+|Signatory|Location|Date|
+|---|---|---|
+|Ernst & Young LLP|San Mateo, California|February 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Balance Sheets
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+|Stockholders' equity:| | |
+|Common stock|-|-|
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+|Year Ended December 31|2022|2021|2020|
+|---|---|---|---|
+|Revenue|$202,313.90|$116,609.00|$117,929.00|
+|Cost of Revenue|$25,959.00|$25,249.00|$22,649.00|
+|Research and Development|$38,483.00|$35,338.00|$24,655.00|
+|Marketing and Sales|$12,301.00|$15,262.00|$14,043.00|
+|General and Administrative|$11,408.00|$11,816.00|$9,829.00|
+|Total Costs and Expenses|$88,151.00|$87,665.00|$71,176.00|
+|Income from Operations|$46,751.00|$28,944.00|$46,753.00|
+|Interest and Other Income (Expense), Net|$677.00|($125.00)|$531.00|
+|Income Before Provision for Income Taxes|$47,428.00|$28,819.00|$47,284.00|
+|Provision for Income Taxes|$8,330.00|$5,619.00|$7,914.00|
+|Net Income|$39,098.00|$23,200.00|$39,370.00|
+|Earnings per Share| | | |
+|Basic|$15.19|$8.63|$13.99|
+|Diluted|$14.87|$8.59|$13.77|
+|Weighted-average Shares| | | |
+|Basic|2,574|2,687|2,815|
+|Diluted|2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|John Doe|CEO|March 1, 2023|
+|Jane Smith|CFO|March 1, 2023|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+
+| |Year Ended December 31|
+|---|---|
+|Net income|$ 2023 39,098|
+| |$ 2022 23,200|
+| |$ 2021 39,370|
+|Other comprehensive income (loss):| |
+|Change in foreign currency translation adjustment, net of tax|$ 618|
+| |($1,184)|
+| |($1,116)|
+|Change in unrealized gain (loss) on available-for-sale investments and other, net of tax|$ 757|
+| |($1,653)|
+| |($504)|
+|Comprehensive income|$ 40,473|
+| |$ 20,363|
+| |$ 37,750|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+91
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
+
+|Shares|Par Value|Paid-In Capital|Additional Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290| |
+|45|$0|$0|$0|$0|$0| |
+|0|$0|$9,164|$0|$0|$9,164| |
+|(136)|$0|$0|$0|($44,810)|($44,810)| |
+|0|$0|$0|($1,620)|$0|($1,620)| |
+|0|$0|$0|$0|$39,370|$39,370| |
+|2,741|$0|$55,811|($693)|$69,761|$124,879| |
+|54|$0|$0|$0|$0|$0| |
+|(20)|$0|($3,359)|$0|($236)|($3,595)| |
+|0|$0|$11,992|$0|$0|$11,992| |
+|(161)|$0|$0|$0|($27,926)|($27,926)| |
+|0|$0|$0|($2,837)|$0|($2,837)| |
+|0|$0|$0|$0|$23,200|$23,200| |
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713| |
+|65|$0|$0|$0|$0|$0| |
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)| |
+|0|$0|$14,027|$0|$0|$14,027| |
+|(92)|$0|$0|$0|($20,033)|($20,033)| |
+|0|$0|$0|$1,375|$0|$1,375| |
+|0|$0|$0|$0|$39,098|$39,098| |
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168| |
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Table of Contents
+
+|META PLATFORMS, INC.|CONSOLIDATED STATEMENTS OF CASH FLOWS|(In millions)|Year Ended December 31,|
+|---|---|---|---|
+|Cash flows from operating activities|2023|2022|2021|
+|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)|
+|Proceeds from issuance of long-term debt, net|8,455|9,921|—|
+|Principal payments on finance leases|(1,058)|(850)|(677)|
+|Other financing activities|(111)|344|1|
+|Net cash used in financing activities|(19,500)|(22,136)|(50,728)|
+|Effect of exchange rate changes on cash, cash equivalents, and restricted cash|113|(638)|(474)|
+|Net increase (decrease) in cash, cash equivalents, and restricted cash|27,231|(1,269)|(1,089)|
+|Cash, cash equivalents, and restricted cash at beginning of the period|15,596|16,865|17,954|
+|Cash, cash equivalents, and restricted cash at end of the period|$42,827|$15,596|$16,865|
+|Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets| | | |
+|Cash and cash equivalents|$41,862|$14,681|$16,601|
+|Restricted cash, included in prepaid expenses and other current assets|99|294|149|
+|Restricted cash, included in other assets|866|621|115|
+|Total cash, cash equivalents, and restricted cash|$42,827|$15,596|$16,865|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+93
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# META PLATFORMS, INC.
+
+## CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(In millions)
+
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525|
+|Cash paid for interest, net of amounts capitalized|$448|$0|$0|
+|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.
+
+### Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signatures will be added here| | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+
+Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
+
+Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent.
+
+Advertising Revenue
+
+Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising
+
+95
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Table of Contents
+
+revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to
+monetize the advertising inventory before it is transferred to our customers.
+
+For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the
+agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the
+customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
+
+We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-
+based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these
+amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates
+of variable consideration.
+
+Reality Labs Revenue
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is
+recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration
+RL expects to be entitled to in exchange for the products.
+
+Other Revenue
+
+Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and
+revenue from various other sources.
+
+Cost of Revenue
+
+Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the
+operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll
+and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also
+includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer
+transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.
+
+Content Costs
+
+Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform.
+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.
+
+Signature Table:
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|CEO|March 1, 2022|
+|Sheryl Sandberg|COO|March 1, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Share-based Compensation
+
+Income Taxes
+
+Advertising Expense
+
+Employee Severance
+
+Cash and Cash Equivalents, Marketable Securities, and Restricted Cash
+
+...
+
+|Signature Prefix|Signature|
+|---|---|
+|Signature 1:|John Doe|
+|Signature 2:|Jane Smith|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.
+
+## Property and Equipment
+
+Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.
+
+The estimated useful lives of property and equipment and amortization periods of finance lease right-of-use (ROU) assets are described below:
+
+|Property and Equipment|Useful Life/ Amortization period|
+|---|---|
+|Servers and network assets|Four to Five years|
+|Buildings|25 to 30 years|
+|Equipment and other|One to 25 years|
+|Finance lease right-of-use assets|Three to 20 years|
+|Leasehold improvements|Lesser of estimated useful life or remaining lease term|
+
+We evaluate at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. Additionally, we recorded abandonment charges and its related adjustments in 2023 and 2022 for data center construction in progress (CIP) assets under ASC Topic 360 related to our restructuring efforts. For additional information regarding our restructuring efforts, see Note 3 — Restructuring.
+
+The useful lives of our property and equipment are determined by management when those assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. Our current estimate of useful lives represents the best estimate of the useful lives based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.
+
+Servers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held within CIP are not depreciated. CIP is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets.
+
+The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.
+
+## Lease Obligations
+
+Our operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Goodwill and Intangibles Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended
+
+101
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+102
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 2. Revenue
+
+|Revenue Source|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Advertising|$2023|$1,948|$1,642|$1,934|
+|Other revenue|$1,058|$808|$721| |
+|Family of Apps|$133,006|$114,450|$115,655| |
+|Reality Labs|$1,896|$2,159|$2,274| |
+|Total revenue|$134,902|$116,609|$117,929| |
+
+Revenue disaggregated by geography:
+
+|Geography|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|United States and Canada|$52,888|$50,150|$51,541| |
+|Europe|$31,210|$26,681|$29,057| |
+|Asia-Pacific|$36,154|$27,760|$26,739| |
+|Rest of World|$14,650|$12,018|$10,592| |
+|Total revenue|$134,902|$116,609|$117,929| |
+
+Notes:
+
+1. United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+2. China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+3. Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Total deferred revenue: $675 million (2023) and $526 million (2022). $626 million of deferred revenue expected to be realized within a year as of December 31, 2023.
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|John Doe|CEO|January 15, 2024|
+|Signature 2|Jane Smith|CFO|January 15, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Note 3. Restructuring
+
+## 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2023|Severance Liabilities -|
+|---|---|
+|Severance and other personnel costs|$1,097|
+|Cash payments|($1,021)|
+|Balance as of December 31, 2023|$76|
+
+## 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+104
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows (in millions):
+
+| |Year Ended December 31, 2023| | |Year Ended December 31, 2022|
+|---|---|---|---|---|
+| |Severance and| | |Severance and|
+| |Facilities|Other Personnel|Data Center|Total|Facilities|Other Personnel|Data Center|Total|
+|Cost of revenue|$177|$—|$(224)|$(47)|$154|$—|$1,341|$1,495|
+|Research and development|$1,581|$(9)|$—|$1,572|$1,311|$408|$—|$1,719|
+|Marketing and sales|$396|$(1)|$—|$395|$404|$234|$—|$638|
+|General and administrative|$352|$(17)|$—|$335|$426|$333|$—|$759|
+| |Total|$2,506|$(27)|$(224)|$2,255|$2,295|$975|$1,341|$4,611|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2022|Severance Liabilities| | | |
+|---|---|---|---|---|
+| |Severance and other personnel costs|975| | |
+| |Cash payments|203| | |
+|Balance as of December 31, 2022| |772| | |
+| |Adjustments and foreign exchange|35| | |
+| |Cash payments|737| | |
+|Balance as of December 31, 2023| | | | |
+
+105
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 4. Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+| |Year Ended December 31|Year Ended December 31|Year Ended December 31|
+|---|---|---|---|
+|Basic EPS:|Class A|2023|Class B|2023|Class A|2023|
+|Numerator|Net income|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|Shares used in computation of basic earnings per share|2,220|354|2,285|402|2,383|432|
+|Basic EPS|$15.19|$15.19|$8.63|$8.63|$13.99|$13.99|
+
+| |Year Ended December 31|Year Ended December 31|Year Ended December 31|
+|---|---|---|---|
+|Diluted EPS:|Class A|2023|Class B|2023|Class A|2023|
+|Numerator|Net income|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Reallocation of net income as a result of conversion of Class B to Class A common stock|$5,376|—|$3,471|—|$6,042|—|
+|Reallocation of net income to Class B common stock|—|($112)|—|($19)|—|($93)|
+|Net income for diluted EPS|$39,098|$5,264|$23,200|$3,452|$39,370|$5,949|
+|Denominator|Shares used in computation of basic earnings per share|2,220|354|2,285|402|2,383|432|
+|Conversion of Class B to Class A common stock|354|—|402|—|432|—|
+|Weighted-average effect of dilutive RSUs|55|—|15|—|44|—|
+|Shares used in computation of diluted earnings per share|2,629|354|2,702|402|2,859|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+
+106
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 5. Financial Instruments
+
+Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|December 31, 2023| | | |
+|U.S. government securities|$336|$7,041|$7,377|
+|U.S. government agency securities|$71|$3,225|$3,296|
+|Corporate debt securities|$647|$10,125|$10,772|
+|Total|$1,054|$20,391|$21,445|
+|December 31, 2022| | | |
+|U.S. government securities|$5,008|$3,499|$8,507|
+|U.S. government agency securities|$524|$4,415|$4,939|
+|Corporate debt securities|$4,555|$7,256|$11,811|
+|Total|$10,087|$15,170|$25,257|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+## Signatures
+
+|Signatory|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023|7,120|
+|---|---|---|
+|Due after one year to five years| |16,421|
+|Total| |23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Initial cost|$ 6,389|$ 6,388|
+|Cumulative upward adjustments|293|293|
+|Cumulative impairment/downward adjustments|(599)|(497)|
+|Carrying value|6,083|6,184|
+|Non-marketable equity securities under equity method|58|17|
+|Total|$ 6,141|$ 6,201|
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+#### Signature Page
+
+|Signer|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 15, 2024|
+|Jane Smith|CFO|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+Property and equipment, net consists of the following (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023), $104,493 (2022)
+
+Less: Accumulated depreciation: ($33,134) (2023), ($24,975) (2022)
+
+Property and equipment, net: $96,587 (2023), $79,518 (2022)
+
+Construction in progress includes costs mostly related to construction of data centers, network infrastructure, and servers. As of December 31, 2023, and 2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by our design manufacturers to fulfill certain purchase orders, respectively.
+
+Depreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and 2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense related to certain eligible construction in progress assets.
+
+During the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold improvements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 — Restructuring.
+
+## Note 8. Leases
+
+We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093. Many leases include one or more options to renew.
+
+The components of lease costs are as follows (in millions):
+
+| |2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+
+Total lease cost: $3,040 (2023), $2,616 (2022), $2,171 (2021)
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|John Doe|Chief Executive Officer|March 1, 2024|
+|Jane Smith|Chief Financial Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|3.4 %|3.1 %|
+|Operating leases|3.7 %|3.2 %|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|Year|Operating Leases|Finance Leases|
+|---|---|---|
+|2024|$2,219|$111|
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+
+Total undiscounted cash flows: $23,649 (Operating Leases) and $851 (Finance Leases)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+Lease liabilities, current: $1,623 (2023) and $90 (December 31, 2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+Signature Table:
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Supplemental cash flow information related to leases is as follows (in millions) for the Year Ended December 31:
+
+|Cash paid for amounts included in the measurement of lease liabilities:|2023|2022|2021|
+|---|---|---|---|
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+
+Lease liabilities arising from obtaining right-of-use assets:
+
+|Lease Type|2023|2022|2021|
+|---|---|---|---|
+|Operating leases|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions):
+
+|Reportable Segment|Goodwill at Dec 31, 2021|Acquisitions|Adjustments|Goodwill at Dec 31, 2022|Acquisitions|Adjustments|Goodwill at Dec 31, 2023|
+|---|---|---|---|---|---|---|---|
+|Family of Apps|$18,458|773|19|19,250|0|-4|19,246|
+|Reality Labs|$739|364|-47|1,056|357|-5|1,408|
+|Total|$19,197|1,137|-28|20,306|357|-9|20,654|
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|Chief Executive Officer|March 1, 2024|
+|Signature 2|Chief Financial Officer|March 1, 2024|
+---
+Signatures
+Mark Zuckerberg
+Sheryl Sandberg
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 10. Long-term Debt
+
+As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+May 2023 debt:
+
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|---|---|---|---|---|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500 million
+
+Unamortized discount and issuance costs, net: ($115) million
+
+Long-term debt: $18,385 million (as of December 31, 2023) and $9,923 million (as of December 31, 2022)
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+- 2024 through 2026: $—
+- 2027: $2,750
+- 2028: $1,500
+- Thereafter: $14,250
+
+Total outstanding debt: $18,500 million
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|Chief Financial Officer|January 15, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+The components of accrued expenses and other current liabilities are as follows (in millions):
+
+| |December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+
+Total Accrued expenses and other current liabilities: $24,625 (2023) and $19,552 (2022)
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## The components of other liabilities are as follows (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+
+Total Other liabilities: $8,884 (2023) and $7,764 (2022)
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, primarily related to investments in servers, network infrastructure, and consumer hardware products in Reality Labs.
+
+Schedule of non-cancelable contractual commitments:
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+
+Total: $16,489
+
+Additionally, we have entered into multi-year agreements for renewable energy and server components without fixed volume or price commitments. The total estimated spend related to renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, with the majority due beyond five years.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent
+order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a
+proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of
+directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for
+the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On
+November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v.
+Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay
+pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed
+a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the
+FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our
+motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled
+for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC
+could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision
+modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear
+whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation
+(GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators
+regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms
+Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance
+with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings"
+contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of
+Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the
+GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the
+interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty.
+Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and
+investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material
+individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and
+other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer
+Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from
+third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive
+relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v.
+GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California
+Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States,
+Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social
+networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the
+subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.)
+against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in
+violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+## Securities and Other Actions
+
+Securities and other actions content goes here...
+
+## Youth-Related Actions
+
+Youth-related actions content goes here...
+
+### Signatures
+
+|Signatory|Date|
+|---|---|
+|Signatory 1|Date 1|
+|Signatory 2|Date 2|
+|Signatory 3|Date 3|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content of the annual report goes here...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 15, 2024|
+|Signature 2|CFO|March 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+Capital Return Program
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Signature Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements
+of income (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$ 2023 740 $ 2022 768 $ 2021 577|
+|Research and development|11,429 9,361 7,106|
+|Marketing and sales|952 1,004 837|
+|General and administrative|906 859 644|
+|Total share-based compensation expense|$ 14,027 $ 11,992 $ 9,164|
+
+The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$ 216.93|
+|Granted|112,066|$ 202.46|
+|Vested|(65,402)|$ 210.74|
+|Forfeited|(24,712)|$ 210.39|
+|Unvested at December 31, 2023|149,062|$ 209.85|
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.
+The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,
+$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,
+and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized
+compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service
+conditions.
+
+Note 14. Interest and Other Income (Expense), Net
+
+The following table presents the detail of interest and other income (expense), net (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$ 2023 1,639 $ 2022 461 $ 2021 484|
+|Interest expense|(446) (185) (23)|
+|Foreign currency exchange losses, net|(366) (81) (140)|
+|Other income (expense), net|(150) (320) 210|
+|Interest and other income (expense), net|$ 677 $ (125) $ 531|
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|February 1, 2024|
+|David Wehner|Chief Financial Officer|February 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our deferred tax assets (liabilities) are as follows (in millions):
+
+|Deferred tax assets:|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|2,028|1,576|
+|Share-based compensation|459|368|
+|Accrued expenses and other liabilities|2,168|1,627|
+|Lease liabilities|3,752|3,200|
+|Capitalized research and development|9,292|8,175|
+|Unrealized losses in securities and investments|232|489|
+|Other|487|621|
+|Total deferred tax assets|18,771|16,290|
+|Less: valuation allowance|(2,879)|(2,493)|
+|Deferred tax assets, net of valuation allowance|15,892|13,797|
+
+Deferred tax liabilities:
+
+|Depreciation and amortization|(8,320)|(6,296)|
+|---|---|---|
+|Right-of-use assets|(2,708)|(2,555)|
+|Total deferred tax liabilities|(11,028)|(8,851)|
+|Net deferred tax assets|$4,864|$4,946|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period.
+
+The following table reflects changes in the gross unrecognized tax benefits (in millions):
+
+| |Year Ended December 31,|
+|---|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757|$9,807|$8,692|
+|Increases related to prior year tax positions|168|210|328|
+|Decreases related to prior year tax positions|(264)|(172)|(86)|
+|Increases related to current year tax positions|1,204|1,166|963|
+|Decreases related to settlements of prior year tax positions|(199)|(254)|(90)|
+|Gross unrecognized tax benefits - end of period|$11,666|$10,757|$9,807|
+
+## Signatures
+
+|Signatures|Date|
+|---|---|
+| | |
+| | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+**Segment Information**
+|Revenue|2023|2022|2021|
+|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655|
+|Reality Labs|$1,896|$2,159|$2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+**Income (Loss) from Operations**
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|2023|$62,871|($16,120)|$46,751|
+|2022|$42,661|($13,717)|$28,944|
+|2021|$56,946|($10,193)|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+| |2023|December 31, 2022|
+|---|---|---|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+## Signatures
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+127
+
+Signature Prefixes:
+- Signatures:
+| Signatory Name | Title           | Date       |
+|----------------|-----------------|------------|
+| John Doe       | CEO             | 01/15/2024 |
+| Jane Smith     | CFO             | 01/15/2024 |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Exhibit Number
+Exhibit Description
+Form
+File No.
+Exhibit
+Filing Date
+Herewith
+
+10.2(E)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.1
+July 27, 2017
+
+10.2(F)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.2
+April 26, 2018
+
+10.2(G)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-K
+001-35551
+10.3(G)
+January 31, 2019
+
+10.2(H)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.2
+April 25, 2019
+
+10.2(I)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.2
+April 30, 2020
+
+10.2(J)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.2
+July 29, 2021
+
+10.2(K)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.3
+April 28, 2022
+
+10.2(L)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms).
+10-Q
+001-35551
+10.1
+April 27, 2023
+
+10.3+
+Amended and Restated Bonus Plan, effective January 1, 2023.
+10-Q
+001-35551
+10.1
+October 26, 2023
+
+10.4+
+Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.
+S-1
+333-179287
+10.6
+February 8, 2012
+
+10.5+
+Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox.
+10-Q
+001-35551
+10.1
+April 29, 2021
+
+10.6+
+Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan.
+10-K
+001-35551
+10.8
+February 2, 2023
+
+10.7+
+Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth.
+10-Q
+001-35551
+10.3
+April 27, 2023
+
+10.8+
+Offer Letter, dated November 1, 2022, between Registrant and Susan Li.
+10-Q
+001-35551
+10.4
+April 27, 2023
+
+10.9+
+Form of Executive Officer Offer Letter.
+10-Q
+001-35551
+10.3
+July 25, 2019
+
+10.10+
+Director Compensation Policy, as amended.
+10-Q
+001-35551
+10.5
+April 27, 2023
+
+10.11+
+Deferred Compensation Plan for Non-Employee Directors.
+10-K
+001-35551
+10.12
+February 2, 2023
+
+10.12+
+Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg.
+10-Q
+001-35551
+10.2
+April 29, 2021
+
+21.1
+List of Subsidiaries.
+
+X
+
+23.1
+Consent of Independent Registered Public Accounting Firm.
+
+X
+
+31.1
+Certification of Mark Zuckerberg,
+---
+```markdown
+| Signer Name       | Title                    | Date       |
+|-------------------|--------------------------|------------|
+| Susan Li          | Chief Financial Officer  | [Date]     |
+```
+---
+|Signer|Title|Date|
+|---|---|---|
+|Susan Li|Chief Financial Officer|February 1, 2024|
+---
+```markdown
+| Name               | Title                               | Date           |
+|--------------------|-------------------------------------|----------------|
+| Mark Zuckerberg    | Board Chair and CEO                 | February 1, 2024 |
+| Susan Li           | CFO                                 | February 1, 2024 |
+| Aaron Anderson     | Chief Accounting Officer             | February 1, 2024 |
+| Peggy Alford       | Director                             | February 1, 2024 |
+| Marc L. Andreessen | Director                             | February 1, 2024 |
+| Andrew W. Houston  | Director                             | February 1, 2024 |
+| Nancy Killefer     | Director                             | February 1, 2024 |
+| Robert M. Kimmitt  | Director                             | February 1, 2024 |
+| Sheryl K. Sandberg  | Director                            | February 1, 2024 |
+| Tracey T. Travis   | Director                             | February 1, 2024 |
+| Tony Xu            | Director                             | February 1, 2024 |
+```
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# EXHIBIT 4.6
+
+## DESCRIPTION OF CAPITAL STOCK
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per
+share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value
+per share.
+
+### Common Stock
+
+#### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+#### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- if we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
+increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment;
+- if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special
+rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
+amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be
+assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the
+combined voting power of common stock.
+
+#### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+
+Signature:
+
+|Name|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+Right to Receive Liquidation Distributions
+
+Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
+of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
+any, on any outstanding shares of preferred stock.
+
+Conversion
+
+The outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock
+may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of
+Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of
+Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain
+transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the
+stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
+converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
+
+Preferred Stock
+
+Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
+to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
+qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
+shares of that series then outstanding, without any further vote or action by our stockholders. Our
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock.
+
+## Provisions:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+stockholders may be called only by a majority of our
+---
+|Subsidiary|Country|
+|---|---|
+|Cassin Networks ApS|Denmark|
+|Edge Network Services Limited|Ireland|
+|Facebook Circularity, LLC|Delaware|
+|Facebook Holdings, LLC|Delaware|
+|Facebook India Online Services Private Limited|India|
+|Facebook Operations, LLC|Delaware|
+|Facebook Procurement LLC|Delaware|
+|Facebook Serviços Online Do Brasil Ltda.|Brazil|
+|Facebook UK Limited|United Kingdom|
+|FCL Tech Limited|Ireland|
+|Goldframe LLC|Delaware|
+|Greater Kudu LLC|Delaware|
+|Hibiscus Properties, LLC|Delaware|
+|Instagram, LLC|Delaware|
+|Malkoha Pte. Ltd.|Singapore|
+|Meta Payments Inc.|Florida|
+|Meta Platforms Ireland Limited|Ireland|
+|Meta Platforms Technologies, LLC|Delaware|
+|Morning Hornet LLC|Delaware|
+|Pinnacle Sweden AB|Sweden|
+|Raven Northbrook LLC|Delaware|
+|Redale LLC|Delaware|
+|Runways Information Services Limited|Ireland|
+|Scout Development, LLC|Delaware|
+|Siculus, Inc.|Delaware|
+|Sidecat LLC|Delaware|
+|Stadion LLC|Delaware|
+|Starbelt LLC|Delaware|
+|Vitesse, LLC|Delaware|
+|WhatsApp LLC|Delaware|
+|Winner LLC|Delaware|
+|Woolhawk LLC|Delaware|
+---
+Consent of Independent Registered Public Accounting Firm
+We consent to pe incorporation by reference in pe following Registration Statements:
+(1) Registration Statement (Form S-8 No. 333-270184) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(2) Registration Statement (Form S-8 No. 333-262508) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(3) Registration Statement (Form S-8 No. 333-252518) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(4) Registration Statement (Form S-8 No. 333-236161) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(5) Registration Statement (Form S-8 No. 333-229457) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(6) Registration Statement (Form S-8 No. 333-222823) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(7) Registration Statement (Form S-8 No. 333-186402) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(8) Registration Statement (Form S-8 No. 333-181566) pertaining to pe 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc., and
+(9) Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+of our reports dated February 1, 2024, wip respect to pe consolidated financial statements of Meta Platforms, Inc. and pe effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in pis Annual Report (Form 10-K) of Meta Platforms, Inc. for pe year ended December 31, 2023.
+/s/ Ernst & Young LLP
+San Mateo, California February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+## Signature
+
+|Date|Signature|Name|Title|
+|---|---|---|---|
+|February 1, 2024|/s/ MARK ZUCKERBERG|Mark Zuckerberg|Board Chair and Chief Executive Officer (Principal Executive Officer)|
+---
+|Signer|Title|
+|---|---|
+|Susan Li|Chief Financial Officer (Principal Financial Officer)|
+---
+|Signer|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Board Chair and Chief Executive Officer|February 1, 2024|
+---
+|Signer|Title|Date|
+|---|---|---|
+|Susan Li|Chief Financial Officer|February 1, 2024|
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. - COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, or total shareholder return measure.
+
+## Signature Table
+
+|Signer|Title|Date|
+|---|---|---|
+|John Doe|Chairman of the Board|June 1, 2023|
+|Jane Smith|CEO|June 1, 2023|
+---
+# Meta Platforms, Inc. - Financial Restatement Policy
+
+# Financial Restatement Policy
+
+(h) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any
+financial reporting requirement under U.S. federal securities laws that is required in order to correct:
+
+- (i) an error in previously issued financial statements that is material to the previously issued financial statements; or
+- (ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current
+period.
+
+For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an
+out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the
+current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the
+structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as
+from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital
+structure.
+
+(j) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based
+compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting
+Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were
+otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance
+or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings
+accrued thereon).
+
+(k) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
+
+(l) “Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date.
+Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year)
+within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year
+end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
+
+(m) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized
+to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial
+Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
+
+## Recoupment of Erroneously Awarded Compensation
+
+(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded
+Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based
+on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal
+to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously
+Awarded Compensation”).
+
+(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure
+derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation
+directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis)
+based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the
+derivative measure thereof) upon which such Covered Compensation was received.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Meta Platforms, Inc. Annual Report
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. - Policy Excerpts
+
+# Policy Excerpts
+
+by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
+
+## Interpretation
+
+Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
+
+## Other Compensation Clawback/Recoupment Rights
+
+Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
+
+## Exempt Compensation
+
+Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
+
+## Miscellaneous
+
+1. Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan thereto.
+2. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
+3. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
+# Meta Platforms, Inc. - Annual Report 2023
+
+# Meta Platforms, Inc. - Annual Report 2023
+
+SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
+
+FORM 10-K
+
+(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023
+
+Commission File Number: 001-35551
+
+Meta Platforms, Inc. (Exact name of registrant as specified in its charter)
+
+Delaware 1 Meta Way, Menlo Park, California 94025 (I.R.S. Employer Identification Number)
+
+(650) 543-4800
+
+Securities registered 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|META|The Nasdaq Stock Market LLC|
+
+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 has
+---
+# Meta Platforms, Inc. - Annual Report
+
+# 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.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+
+## PART I
+
+- Item 1. Business
+- Item 1A. Risk Factors
+- Item 1B. Unresolved Staff Comments
+- Item 1C. Cybersecurity
+- Item 2. Properties
+- Item 3. Legal Proceedings
+- Item 4. Mine Safety Disclosures
+
+## PART II
+
+- Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+- Item 8. Financial Statements and Supplementary Data
+
+## PART III
+
+- Item 10. Directors, Executive Officers and Corporate Governance
+- Item 11. Executive Compensation
+
+## PART IV
+
+- Item 15. Exhibit and Financial Statement Schedules
+- Item 16. Form 10-K Summary
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## Item 1. Business
+
+Content for Item 1. Business goes here.
+
+## Item 1A. Risk Factors
+
+Content for Item 1A. Risk Factors goes here.
+
+## Item 1B. Unresolved Staff Comments
+
+Content for Item 1B. Unresolved Staff Comments goes here.
+
+## Item 1C. Cybersecurity
+
+Content for Item 1C. Cybersecurity goes here.
+
+## Item 2. Properties
+
+Content for Item 2. Properties goes here.
+
+## Item 3. Legal Proceedings
+
+Content for Item 3. Legal Proceedings goes here.
+
+## Item 4. Mine Safety Disclosures
+
+Content for Item 4. Mine Safety Disclosures goes here.
+
+## Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+Content for Item 5. Market for Registrant's Common Equity goes here.
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+Content for Item 7. Management's Discussion goes here.
+
+## Item 8. Financial Statements and Supplementary Data
+
+Content for Item 8. Financial Statements goes here.
+
+## Item 10. Directors, Executive Officers and Corporate Governance
+
+Content for Item 10. Directors, Executive Officers and Corporate Governance goes here.
+
+## Item 11. Executive Compensation
+
+Content for Item 11. Executive Compensation goes here.
+
+## Item 15. Exhibit and Financial Statement Schedules
+
+Content for Item 15. Exhibit and Financial Statement Schedules goes here.
+
+## Item 16. Form 10-K Summary
+
+Content for Item 16. Form 10-K Summary goes here.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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. 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.
+
+5
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# 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 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+...
+
+...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1 Name|Signature 1 Title|Signature 1 Date|
+|Signature 2 Name|Signature 2 Title|Signature 2 Date|
+|Signature 3 Name|Signature 3 Title|Signature 3 Date|
+|Signature 4 Name|Signature 4 Title|Signature 4 Date|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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.
+
+## 10-K
+
+For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
+
+## 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 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.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|March 1, 2024|
+|Signature 2|CFO|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|Mark Zuckerberg|Chief Executive Officer|March 1, 2024|
+|Sheryl Sandberg|Chief Operating Officer|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+14
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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.
+
+## 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 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- Changes in user behavior on products
+- Challenges in developing engaging mobile products
+- Decreases in user sentiment and concerns
+- Difficulty in managing and prioritizing information
+- Challenges in obtaining engaging third-party content
+- Maintaining and growing usage of integrated applications
+- Competition from new technologies
+- Impact of legislative changes on products
+- Limitations in offering products in Europe
+- Engagement issues due to policy changes
+- Technical problems affecting user experience
+- Negative perception of policies and actions
+- Focus on longer-term product initiatives
+- Changes in user account processes
+- Success of user engagement initiatives
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+• 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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
+
+31
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+Reduced protection for intellectual property rights in some countries;
+
+Difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+
+Compliance with statutory equity requirements and management of tax consequences; and
+
+Geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results.
+
+We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
+
+As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.
+
+We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|Signature 1|CEO|January 1, 2024|
+|Signature 2|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
+
+The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
+
+Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
+
+Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
+
+The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate, sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
+
+37
+
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
+
+There can be no assurance that we will continue to declare cash dividends.
+
+On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+
+## Risks Related to Government Regulation and Enforcement
+
+Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
+
+Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature: [Signature]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Page 43
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users' data. Cyber-attacks continue to
+evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that
+are designed to protect our data and user data, to reduce the risk of data loss or misuse, to disable undesirable accounts and activities on our platform, and to
+reduce the risk of or detect security breaches, such measures will not provide absolute security, and we cannot assure you that we will be able to react in a
+timely manner to any cyber-attacks or other security incidents, or that our remediation efforts will be successful. Our business and operations span numerous
+geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third parties. At any given time, we
+face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our security efforts.
+
+In addition, some of our developers or other partners, such as those that help us measure the effectiveness of ads, may receive or store information
+provided by us or by our users through mobile or web applications integrated with our products. We provide limited information to such third parties based on
+the scope of services provided to us. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a
+breach of their networks, our data or our users' data may be improperly accessed, used, or disclosed.
+
+We regularly experience such cyber-attacks and other security incidents of varying degrees, and we incur significant costs in protecting against or
+remediating such incidents. In addition, we are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data
+protection, as well as obligations under our modified consent order with the FTC. As a result, affected users or government authorities could initiate legal or
+regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the
+past and which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such
+incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a
+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.
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Prior to joining our company
+
+Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+## Cybersecurity Measures
+
+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.
+
+## 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.
+
+## 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 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.
+
+### Signature
+
+|Name|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 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
+
+|Signature|Date|
+|---|---|
+|John Doe|March 1, 2024|
+|Jane Smith|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy Framework (EU-U.S. DPF). The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. For additional information, see Part II, Item 1A, "Risk Factors—Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, 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 violation of Section 5 of the Federal Trade Commission Act and Section 2 of the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated.
+
+54
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
+denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
+brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
+putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
+tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
+across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
+brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
+questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
+issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
+basis for data processing under the GDPR for ads and personalization purposes.
+
+The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
+business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
+affect our business.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
+elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in
+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
+directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking
+unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta
+and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that
+Facebook and Instagram cause "social media addiction" in users, with most proceedings focused
+
+55
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on
+behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on
+similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media
+Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court
+presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October
+2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding
+violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business
+practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek
+damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal
+Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to
+government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety
+impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size
+for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District
+of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court
+dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the
+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
+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.
+
+```
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
+
+Our Class B common stock is not listed on any stock exchange nor traded on any public market.
+
+#### Holders of Record
+
+As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock.
+
+#### Dividend Policy
+
+Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+| |Total Number of Shares Purchased|Average Price Paid Per Share|Total Number of Shares Purchased as Part of Publicly Announced Programs|Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs|
+|---|---|---|---|---|
+|October 1 - 31, 2023|10,105 (in thousands)|$294.59|10,105 (in thousands)|$34,246 (in millions)|
+|November 1 - 30, 2023|—|$—|—|$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 privately 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+### Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+## Item 6. [Reserved]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% change|2023 December 31|2022|% change|2023 December 31|2022|% change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Year Ended December 31, 2023|
+|---|---|---|
+|Facilities Consolidation|$177|Severance and Other Personnel Costs - Data Center Assets (224) Total ($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.
+
+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
+
+For the full document, please refer to the SEC's website or the company's official channels.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+|Signature:|John Doe|
+|---|---|
+|Position:|CEO|
+|Date:|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+63
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+### Daily Active People (DAP)
+
+We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our "Family" of products) who visited at least one of these Family products through a mobile device application or using a web or mobile browser on a given day. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of DAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view DAP, and DAP as a percentage of MAP, as measures of engagement across our products. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Average over Month Ended|4.00|3.00|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+Note: We report the numbers of DAP and MAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K. In the third quarter of 2022, we updated our Family metrics calculations to maintain calibration of our models against recent user survey data, and we estimate such update contributed an aggregate of approximately 30 million DAP to our reported worldwide DAP in September 2022. Beginning in the fourth quarter of 2023, our Family metrics no longer include Messenger Kids users.
+
+Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022.
+
+64
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K.
+
+## Monthly Active People Worldwide (in billions)
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Monthly Active People|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP): We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not material.
+
+**Revenue Worldwide (in $ millions, except ARPP)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|ARPP|$9.39|$7.72|$7.91|$7.53|$8.63|$7.59|$8.32|$8.71|$10.10|
+
+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.
+
+## Signatures
+
+Name
+Title
+Date
+
+| Name | Title | Date |
+|------|-------|------|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+### Daily Active Users (DAUs)
+
+We define a daily active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), on a given day. We view DAUs, and DAUs as a percentage of MAUs, as measures of user engagement on Facebook.
+
+**Daily Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Worldwide (daily average over the month ended)|1,929|1,960|1,968|1,984|2,000|2,037|2,064|2,085|2,110|
+
+**Daily Active Users US & Canada (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (daily average over the month ended)|309|307|303|303|304|307|307|307|308|
+
+**Daily Active Users Asia-Pacific (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Asia-Pacific (daily average over the month ended)|806|827|836|845|854|873|891|899|914|
+
+Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America, and the Middle East.
+
+67
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+## Monthly Active Users
+
+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.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Europe (in millions)|500|427|418|407|408|407|411|409|408|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|
+|Europe|7,777|9,441| | |7,050|6,345|7,323| |282|
+|Asia-Pacific|6,515|6,928|7,512| | | | |4,251|4,573|
+|Rest of World|3,244|2,992|3,213|3,100|3,429|3,292|3,739|114|126|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+69
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+## Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+- #### Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+- #### Other revenue
+
+Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+- #### Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+#### Cost of revenue
+
+Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+
+## 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.
+
+Page 75
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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.
+
+## Marketing and Sales
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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.
+
+Signature Table:
+
+|Signer|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## General and Administrative
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|Interest Income|$1,639|$461|$484|256%|(5)%| |
+|Interest Expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign Currency Exchange Losses, Net|($366)|($81)|($140)|(352)%|42%| |
+|Other Income (Expense), Net|($150)|($320)|$210|53%|(252)%| |
+|Interest and Other Income (Expense), Net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+Page 77
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Provision for Income Taxes
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) $50,475 (2022) $57,683 (2021)|
+|Net cash used in investing activities|($24,495) ($28,970) ($7,570)|
+|Net cash used in financing activities|($19,500) ($22,136) ($50,728)|
+
+### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+## Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+## Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+## Loss Contingencies
+
+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.
+
+Page 81
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+83
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|---|---|
+|Consolidated Financial Statements:| |
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+## How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+Page: 86
+
+```
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Uncertain Tax Positions
+
+Description of the Matter: As discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.
+
+Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the significant judgment required to assess management's evaluation of technical merits and the measurement of the tax position based on interpretations of tax laws and legal rulings.
+
+How We Addressed the Matter in Our Audit: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax positions.
+
+As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to these matters.
+
+|Signature|Date|
+|---|---|
+|Ernst & Young LLP|February 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+### Definition and Limitations of Internal Control Over Financial Reporting
+
+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.
+
+#### Ernst & Young LLP
+
+San Mateo, California
+
+February 1, 2024
+
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+89
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+| |Year Ended December 31|
+|---|---|
+|Revenue|$2023|$1166|$1179|
+|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|0.677|(0.125)|0.531|
+|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|$13.77|
+|Weighted-average shares used to compute earnings per share attributable to Class A and Class B common stockholders:| |
+|Basic|2.574|2.687|2.815|
+|Diluted|2.629|2.702|2.859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|META PLATFORMS, INC.|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME|(In millions)|
+|---|---|---|
+| |Year Ended December 31,| |
+|Net income|$ 2023 39,098|$ 2022 23,200|$ 2021 39,370|
+|Other comprehensive income (loss):|Change in foreign currency translation adjustment, net of tax|618|(1,184)|(1,116)|
+| |Change in unrealized gain (loss) on available-for-sale investments and other, net of tax|757|(1,653)|(504)|
+|Comprehensive income|$ 40,473|$ 20,363|$ 37,750|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+91
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+|Shares|Par Value|Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$0|$50,018|$927|$77,345|$128,290|
+|45|$0|$0|$0|$0|$0|
+|(17)|$0|($3,371)|$0|($2,144)|($5,515)|
+|0|$0|$9,164|$0|$0|$9,164|
+|(136)|$0|$0|$0|($44,810)|($44,810)|
+|0|$0|$0|($1,620)|$0|($1,620)|
+|0|$0|$0|$0|$39,370|$39,370|
+|2,741|$0|$55,811|($693)|$69,761|$124,879|
+|54|$0|$0|$0|$0|$0|
+|(20)|$0|($3,359)|$0|($236)|($3,595)|
+|0|$0|$11,992|$0|$0|$11,992|
+|(161)|$0|$0|$0|($27,926)|($27,926)|
+|0|$0|$0|($2,837)|$0|($2,837)|
+|0|$0|$0|$0|$23,200|$23,200|
+|2,614|$0|$64,444|($3,530)|$64,799|$125,713|
+|65|$0|$0|$0|$0|$0|
+|(26)|$0|($5,218)|$0|($1,794)|($7,012)|
+|0|$0|$14,027|$0|$0|$14,027|
+|(92)|$0|$0|$0|($20,033)|($20,033)|
+|0|$0|$0|$1,375|$0|$1,375|
+|0|$0|$0|$0|$39,098|$39,098|
+|2,561|$0|$73,253|($2,155)|$82,070|$153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+|Cash flows from operating activities|2023|2022|2021|
+|---|---|---|---|
+|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|2023|2022|2021|
+|---|---|---|---|
+|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|2023|2022|2021|
+|---|---|---|---|
+|Taxes paid related to net share settlement of equity awards|(7,012)|(3,595)|(5,515)|
+|Repurchases of Class A common stock|(19,774)|(27,956)|(44,537)|
+|Proceeds from issuance of long-term debt, net|8,455|9,921|—|
+|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|2023|2022|2021|
+|---|---|---|---|
+| |113|(638)|(474)|
+
+Net increase (decrease) in cash, cash equivalents, and restricted cash: $27,231 (2023), ($1,269) (2022), ($1,089) (2021)
+
+Cash, cash equivalents, and restricted cash at beginning of the period: $15,596 (2023), $16,865 (2022), $17,954 (2021)
+
+Cash, cash equivalents, and restricted cash at end of the period: $42,827 (2023), $15,596 (2022), $16,865 (2021)
+
+|Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets|2023|2022|2021|
+|---|---|---|---|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525|
+|Cash paid for interest, net of amounts capitalized|$448|$0|$0|
+|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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+#### Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+#### Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+#### Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+#### Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+
+Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
+
+Revenue includes sales and usage-based taxes, except for cases where we are acting as a pass-through agent.
+
+#### Advertising Revenue
+
+Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising
+
+95
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers.
+
+For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
+
+We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration.
+
+## Reality Labs Revenue
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration RL expects to be entitled to in exchange for the products.
+
+## Other Revenue
+
+Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources.
+
+## Cost of Revenue
+
+Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.
+
+## Content Costs
+
+Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share-based Compensation
+
+Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on
+the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the
+straight-line basis over the requisite service period and forfeitures are accounted for as they occur.
+
+## Income Taxes
+
+We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for
+income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
+
+We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.
+Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial
+reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax
+rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the
+deferred income tax effects of a change in tax rates in the period of the enactment.
+
+We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider
+all
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
+
+We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions.
+
+## Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+and 2022.In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023
+
+## 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:
+
+- Level 1- Quoted prices in active markets for identical assets or liabilities.
+- Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
+- Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.
+
+Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.
+
+## Accounts Receivable and Allowances
+
+Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and
+
+98
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.
+
+## Property and Equipment
+
+Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.
+
+### Estimated Useful Lives of Property and Equipment:
+
+|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 and depreciated or amortized over the revised estimated useful life.
+
+Servers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held within CIP are not depreciated. CIP is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets.
+
+The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.
+
+## Lease Obligations
+
+Our operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are
+
+Signature Table:
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|Chief Financial Officer|January 1, 2024|
+|Jane Smith|Chief Executive Officer|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+expensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively
+account for the operating lease ROU assets and lease liabilities.
+
+For leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the
+commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time
+of commencement.
+
+Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining
+the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our
+determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual
+value guarantees or material restrictive covenants.
+
+As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement
+date in determining the present value of lease payments. Our incremental borrowing rate is based on our understanding of what our credit rating would be in a
+similar economic environment.
+
+Operating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our
+consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on
+our consolidated balance sheets.
+
+Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the
+shorter of the estimated useful lives of the assets or the lease terms.
+
+During the year ended December 31, 2023 and 2022, we recorded net impairment losses of $2.43 billion and $2.22 billion in aggregate for operating
+lease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts. The fair values of the
+impaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs. The
+assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the
+remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows. For additional information regarding our
+restructuring efforts, see Note 3 — Restructuring.
+
+## Loss Contingencies
+
+We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business.
+Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various
+legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The
+requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any
+failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we
+evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the
+amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably
+estimated, we record such losses as general and administrative expenses on our consolidated statements of income and disclose the possible loss in the
+accompanying notes to the consolidated financial statements to the extent material.
+
+## Business Combinations
+
+We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their
+estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and
+liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to
+identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any
+indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition
+date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement
+period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are
+expensed as incurred.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2024|
+|Jane Smith|CFO|January 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Goodwill and Intangible Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+## Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+## Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended.
+
+101
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+102
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 2. Revenue
+
+Revenue disaggregated by revenue source and by segment consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Advertising|$2023 131,948|$2022 113,642|$2021 114,934|
+|Other revenue|1,058|808|721|
+|Family of Apps|133,006|114,450|115,655|
+|Reality Labs|1,896|2,159|2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|United States and Canada|$2023 52,888|$2022 50,150|$2021 51,541|
+|Europe|31,210|26,681|29,057|
+|Asia-Pacific|36,154|27,760|26,739|
+|Rest of World|14,650|12,018|10,592|
+|Total revenue|$134,902|$116,609|$117,929|
+
+(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+(3) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+### Signature:
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 3. Restructuring
+
+### 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31, 2023|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+Balance as of January 1, 2023: Severance Liabilities -
+
+Severance and other personnel costs: $1,097
+
+Cash payments: ($1,021)
+
+Balance as of December 31, 2023: $76
+
+### 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+Page 104
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Summary of 2022 Restructuring Charges
+
+| |Year Ended December 31, 2023| | |Year Ended December 31, 2022|
+|---|---|---|---|---|
+| |Severance and Other Personnel Costs|Data Center Assets(1)|Total|Severance and Other Personnel Costs|Data Center Assets|Total|
+|Cost of Revenue|$177|$0|($224)|($47)|$154|$0|$1,341|$1,495|
+|Research and Development|$1,581|($9)|$0|$1,572|$1,311|$408|$0|$1,719|
+|Marketing and Sales|$396|($1)|$0|$395|$404|$234|$0|$638|
+|General and Administrative|$352|($17)|$0|$335|$426|$333|$0|$759|
+| |Total|$2,506|($27)|($224)|$2,255|$2,295|$975|$1,341|$4,611|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+## Restructuring Charges by Segment
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+## Changes in Severance and Other Personnel Liabilities
+
+|Balance as of January 1, 2022|Severance Liabilities| | | |
+|---|---|---|---|---|
+|Severance and other personnel costs|$975| | | |
+|Cash payments|($203)| | | |
+|Balance as of December 31, 2022|$772| | | |
+|Adjustments and foreign exchange|($35)| | | |
+|Cash payments|($737)| | | |
+|Balance as of December 31, 2023|$0| | | |
+
+105
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+Note 4. Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+| |Year Ended December 31|
+|---|---|
+|Basic EPS|Class A|Class B|
+|Numerator|$33,722|$5,376|
+|Denominator|2,220|354|
+|Basic EPS|$15.19|$15.19|
+
+| |2023| |2022| |2021|
+|---|---|---|---|---|---|
+|Class|A|B|A|B|A|B|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Table of Contents
+
+Note 5. Financial Instruments
+
+Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date Using
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023 and 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):
+
+### December 31, 2023
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$336|$7,041|$7,377|
+|U.S. government agency securities|$71|$3,225|$3,296|
+|Corporate debt securities|$647|$10,125|$10,772|
+|Total|$1,054|$20,391|$21,445|
+
+### December 31, 2022
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$5,008|$3,499|$8,507|
+|U.S. government agency securities|$524|$4,415|$4,939|
+|Corporate debt securities|$4,555|$7,256|$11,811|
+|Total|$10,087|$15,170|$25,257|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023 7,120|
+|---|---|
+|Due after one year to five years|16,421|
+|Total|$ 23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Non-marketable equity securities under measurement alternative|$6,389|$6,388| |
+|Cumulative upward adjustments|293|293| |
+|Cumulative impairment/downward adjustments|(599)|(497)| |
+|Carrying value|6,083|6,184| |
+|Non-marketable equity securities under equity method|58|17| |
+|Total|$6,141|$6,201| |
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+### Signature
+
+|Name|Title|Date|
+|---|---|---|
+| | | |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment Category|December 31, 2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+|Property and equipment, gross|129,721|104,493|
+|Less: Accumulated depreciation|(33,134)|(24,975)|
+|Property and equipment, net|$96,587|$79,518|
+
+Construction in progress includes costs mostly related to construction of data centers, network infrastructure, and servers. As of December 31, 2023, and 2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by our design manufacturers to fulfill certain purchase orders, respectively.
+
+Depreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and 2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense related to certain eligible construction in progress assets.
+
+During the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold improvements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 — Restructuring.
+
+## Note 8. Leases
+
+|Lease Cost Category|2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+|Total lease cost|$3,040|$2,616|$2,171|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|Finance leases|Operating leases|
+|---|---|---|
+| | |3.4 %|3.1 %|
+| |3.7 %|3.2 %|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|2024|Operating Leases|Finance Leases|
+|---|---|---|
+|$2,219|$111| |
+|$2,330|$64| |
+|$2,264|$64| |
+|$2,233|$60| |
+|$2,112|$60| |
+|Thereafter|$12,491|$492|
+
+Total undiscounted cash flows: $23,649 (Operating Leases) and $851 (Finance Leases)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (2022)
+
+Lease liabilities, current: $1,623
+
+Lease liabilities, non-current: $17,226
+
+Present value of lease liabilities: $18,849
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+111
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Supplemental cash flow information related to leases is as follows (in millions) for the Year Ended December 31:
+
+| |2023|2022|2021|
+|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:|$2,233|$1,654|$1,406|
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+|Lease liabilities arising from obtaining right-of-use assets:|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.
+
+## Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions):
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+### Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+# Intangible Assets
+
+The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions):
+
+|Category|Weighted-Average Remaining Useful Lives (in years)|Gross Carrying Amount - December 31, 2023|Accumulated Amortization - December 31, 2023|Net Carrying Amount - December 31, 2023|Gross Carrying Amount - December 31, 2022|Accumulated Amortization - December 31, 2022|Net Carrying Amount - December 31, 2022|
+|---|---|---|---|---|---|---|---|
+|Acquired technology|4.7|$478|($182)|$296|$507|($144)|$363|
+|Acquired patents|2.4|$287|($233)|$54|$380|($289)|$91|
+|Other|2.3|$28|($15)|$13|$86|($25)|$61|
+|Total finite-lived assets| |$793|($430)|$363|$973|($458)|$515|
+|Total indefinite-lived assets|N/A|$425|—|$425|$382|—|$382|
+|Total intangible assets| |$1,218|($430)|$788|$1,355|($458)|$897|
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):
+
+|Year|Expected Amortization Expense (in millions)|
+|---|---|
+|2024|$136|
+|2025|$97|
+|2026|$46|
+|2027|$24|
+|2028|$15|
+|Thereafter|$45|
+|Total|$363|
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Meta Platforms, Inc. - Long-term Debt
+
+As of December 31, 2023, Meta Platforms, Inc. had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of the debt:
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+|May 2023 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|
+|---|---|---|---|---|
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500 million
+
+Unamortized discount and issuance costs, net: ($115) million
+
+Long-term debt: $18,385 million (as of December 31, 2023)
+
+Interest on the Notes is payable semi-annually in arrears. The total estimated fair value of the outstanding debt was $18.48 billion as of December 31, 2023. Future principal payments for the Notes are as follows:
+
+- 2024 through 2026: $—
+- 2027: $2,750 million
+- 2028: $1,500 million
+- Thereafter: $14,250 million
+
+Total outstanding debt: $18,500 million
+
+Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The fair value of the debt was determined based on the closing trading price per $100 of the Notes and is categorized as Level 2 in the fair value hierarchy.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+The components of accrued expenses and other current liabilities are as follows (in millions):
+
+| |December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+|Accrued expenses and other current liabilities|$24,625|$19,552|
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## The components of other liabilities are as follows (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+|Other liabilities|$8,884|$7,764|
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions):
+
+|2024|$12,105|
+|---|---|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|[Name]|[Title]|[Date]|
+|[Name]|[Title]|[Date]|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## 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...
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms...
+
+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
+
+...
+
+## Signatures
+
+|Name|Title|Date|
+|---|---|---|
+|John Doe|CEO|January 1, 2023|
+|Jane Smith|CFO|January 1, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.
+
+Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.
+
+In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties.
+
+## Indemnifications
+
+In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations.
+
+It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2023.
+
+Page 119
+---
+# Meta Platforms, Inc. - Stockholders' Equity
+
+# Note 13. Stockholders' Equity
+
+## Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+## Capital Return Program
+
+### Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+### Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+## Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements
+of income (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$2023 740|$2022 768|$2021 577|
+|Research and development|11,429|9,361|7,106|
+|Marketing and sales|952|1,004|837|
+|General and administrative|906|859|644|
+|Total share-based compensation expense|$14,027|$11,992|$9,164|
+
+The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$216.93|
+|Granted|112,066|$202.46|
+|Vested|(65,402)|$210.74|
+|Forfeited|(24,712)|$210.39|
+|Unvested at December 31, 2023|149,062|$209.85|
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.
+The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,
+$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,
+and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized
+compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service
+conditions.
+
+Note 14. Interest and Other Income (Expense), Net
+
+The following table presents the detail of interest and other income (expense), net (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$2023 1,639|$2022 461|$2021 484|
+|Interest expense|(446)|(185)|(23)|
+|Foreign currency exchange losses, net|(366)|(81)|(140)|
+|Other income (expense), net|(150)|(320)|210|
+|Interest and other income (expense), net|$677|($125)|$531|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 15. Income Taxes
+
+The components of income before provision for income taxes are as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Domestic|$ 2023 43,499|$ 2022 25,025|$ 2021 43,669|
+|Foreign|$ 3,929|$ 3,794|$ 3,615|
+|Income before provision for income taxes|$ 47,428|$ 28,819|$ 47,284|
+
+The provision for income taxes consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Current:|2023|2022|2021|
+|Federal|$ 4,934|$ 6,094|$ 4,971|
+|State|$ 577|$ 874|$ 548|
+|Foreign|$ 2,688|$ 1,928|$ 1,786|
+|Total current tax expense|$ 8,199|$ 8,896|$ 7,305|
+
+| |Year Ended December 31|
+|---|---|
+|Deferred:| | | |
+|Federal|$ 67|$ (2,776)|$ 585|
+|State|$ 123|$ (405)|$ 43|
+|Foreign|$ (59)|$ (96)|$ (19)|
+|Total deferred tax (benefits)/expense|$ 131|$ (3,277)|$ 609|
+
+A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):
+
+| |Year Ended December 31|
+|---|---|
+|U.S. federal statutory income tax rate|2023 21.0%|2022 21.0%|2021 21.0%|
+|State income taxes, net of federal benefit|1.1|1.0|1.0|
+|Share-based compensation|(0.6)|2.6|(1.7)|
+|Research and development tax credits|(1.5)|(2.4)|(1.3)|
+|Foreign-derived intangible income deduction|(4.3)|(7.0)|(3.5)|
+|Effect of non-U.S. operations|0.9|3.0|0.9|
+|Other|1.0|1.3|0.3|
+|Effective tax rate|17.6%|19.5%|16.7%|
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Table of Contents
+
+|Deferred tax assets:|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|$2,028|$1,576|
+|Share-based compensation|$459|$368|
+|Accrued expenses and other liabilities|$2,168|$1,627|
+|Lease liabilities|$3,752|$3,200|
+|Capitalized research and development|$9,292|$8,175|
+|Unrealized losses in securities and investments|$232|$489|
+|Other|$487|$621|
+|Total deferred tax assets|$18,771|$16,290|
+|Less: valuation allowance|($2,879)|($2,493)|
+|Deferred tax assets, net of valuation allowance|$15,892|$13,797|
+
+Deferred tax liabilities:
+
+|Depreciation and amortization|($8,320)|($6,296)|
+|---|---|---|
+|Right-of-use assets|($2,708)|($2,555)|
+|Total deferred tax liabilities|($11,028)|($8,851)|
+|Net deferred tax assets|$4,864|$4,946|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period.
+
+|Gross unrecognized tax benefits - beginning of period|$10,757 (2023)|$9,807 (2022)|$8,692 (2021)|
+|---|---|---|---|
+|Increases related to prior year tax positions|$168|$210|$328|
+|Decreases related to prior year tax positions|($264)|($172)|($86)|
+|Increases related to current year tax positions|$1,204|$1,166|$963|
+|Decreases related to settlements of prior year tax positions|($199)|($254)|($90)|
+|Gross unrecognized tax benefits - end of period|$11,666 (2023)|$10,757 (2022)|$9,807 (2021)|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+|Revenue|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655| |
+|Reality Labs|$1,896|$2,159|$2,274| |
+|Total Revenue|$134,902|$116,609|$117,929| |
+
+**Income (Loss) from Operations**
+| |Family of Apps|Reality Labs|Total Income from Operations|
+|---|---|---|---|
+| |$62,871|($16,120)|$46,751|
+| |$42,661|($13,717)|$28,944|
+| |$56,946|($10,193)|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+|Geographic Area|2023|December 31, 2022|
+|---|---|---|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+### Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+### Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+### Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+### Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+### Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+127
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Exhibit Number
+Exhibit Description
+Form
+File No.
+Exhibit
+Filing Date
+Herewith
+
+10.2(E)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+July 27, 2017
+
+10.2(F)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 26, 2018
+
+10.2(G)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-K
+001-35551
+10.3(G)
+January 31, 2019
+
+10.2(H)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 25, 2019
+
+10.2(I)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 30, 2020
+
+10.2(J)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+July 29, 2021
+
+10.2(K)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.3
+April 28, 2022
+
+10.2(L)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+April 27, 2023
+
+10.3+
+Amended and Restated Bonus Plan, effective January 1, 2023
+10-Q
+001-35551
+10.1
+October 26, 2023
+
+10.4+
+Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg
+S-1
+333-179287
+10.6
+February 8, 2012
+
+10.5+
+Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox
+10-Q
+001-35551
+10.1
+April 29, 2021
+
+10.6+
+Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan
+10-K
+001-35551
+10.8
+February 2, 2023
+
+10.7+
+Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth
+10-Q
+001-35551
+10.3
+April 27, 2023
+
+10.8+
+Offer Letter, dated November 1, 2022, between Registrant and Susan Li
+10-Q
+001-35551
+10.4
+April 27, 2023
+
+10.9+
+Form of Executive Officer Offer Letter
+10-Q
+001-35551
+10.3
+July 25, 2019
+
+10.10+
+Director Compensation Policy, as amended
+10-Q
+001-35551
+10.5
+April 27, 2023
+
+10.11+
+Deferred Compensation Plan for Non-Employee Directors
+10-K
+001-35551
+10.12
+February 2, 2023
+
+10.12+
+Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg
+10-Q
+001-35551
+10.2
+April 29, 2021
+
+21.1
+List of Subsidiaries
+
+X
+
+23.1
+Consent of Independent Registered Public Accounting Firm
+
+X
+
+31.1
+Certification of Mark Zuckerberg,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|Filed|
+|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| |X|
+|97.1|Compensation Recoupment Policy.| |X|
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| |X|
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| |X|
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| |X|
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| |X|
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| |X|
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| |X|
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| |X|
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## SIGNATURES
+
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
+10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024.
+
+META PLATFORMS, INC.
+
+Date: February 1, 2024
+
+Susan Li
+
+Chief Financial Officer
+
+131
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+POWER OF ATTORNEY
+
+KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# Description of Capital Stock
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of:
+
+- 5,000,000,000 shares of Class A common stock, $0.000006 par value per share;
+- 4,141,000,000 shares of Class B common stock, $0.000006 par value per share;
+- 100,000,000 shares of preferred stock, $0.000006 par value per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- If we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
+increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment.
+- If we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special
+rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
+amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be
+assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the
+combined voting power of common stock.
+
+### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Right to Receive Liquidation Distributions
+
+Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
+of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
+any, on any outstanding shares of preferred stock.
+
+# Conversion
+
+The outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock
+may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of
+Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of
+Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain
+transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the
+stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
+converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
+
+# Preferred Stock
+
+Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
+to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
+qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
+shares of that series then outstanding, without any further vote or action by our stockholders. Our
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, including the following:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
+
+Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+|Subsidiary Name|Incorporation|
+|---|---|
+|Cassin Networks ApS|Denmark|
+|Edge Network Services Limited|Ireland|
+|Facebook Circularity, LLC|Delaware|
+|Facebook Holdings, LLC|Delaware|
+|Facebook India Online Services Private Limited|India|
+|Facebook Operations, LLC|Delaware|
+|Facebook Procurement LLC|Delaware|
+|Facebook Serviços Online Do Brasil Ltda.|Brazil|
+|Facebook UK Limited|United Kingdom|
+|FCL Tech Limited|Ireland|
+|Goldframe LLC|Delaware|
+|Greater Kudu LLC|Delaware|
+|Hibiscus Properties, LLC|Delaware|
+|Instagram, LLC|Delaware|
+|Malkoha Pte. Ltd.|Singapore|
+|Meta Payments Inc.|Florida|
+|Meta Platforms Ireland Limited|Ireland|
+|Meta Platforms Technologies, LLC|Delaware|
+|Morning Hornet LLC|Delaware|
+|Pinnacle Sweden AB|Sweden|
+|Raven Northbrook LLC|Delaware|
+|Redale LLC|Delaware|
+|Runways Information Services Limited|Ireland|
+|Scout Development, LLC|Delaware|
+|Siculus, Inc.|Delaware|
+|Sidecat LLC|Delaware|
+|Stadion LLC|Delaware|
+|Starbelt LLC|Delaware|
+|Vitesse, LLC|Delaware|
+|WhatsApp LLC|Delaware|
+|Winner LLC|Delaware|
+|Woolhawk LLC|Delaware|
+---
+# Meta Platforms, Inc. - Consent of Independent Registered Public Accounting Firm
+
+## Consent of Independent Registered Public Accounting Firm
+
+We consent to the incorporation by reference in the following Registration Statements:
+
+1. Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+2. Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+3. Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+4. Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+5. Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+6. Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+7. Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+8. Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc.
+9. Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+
+of our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in this Annual Report (Form 10-K) of Meta Platforms, Inc. for the year ended December 31, 2023.
+
+/s/ Ernst & Young LLP
+
+San Mateo, California
+
+February 1, 2024
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+## Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
+
+I, Mark Zuckerberg, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+## Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
+
+I, Susan Li, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Annual Report
+
+# EXHIBIT 32.1
+
+CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, Board Chair and Chief Executive Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+/s/ MARK ZUCKERBERG
+Mark Zuckerberg
+Board Chair and Chief Executive Officer
+(Principal Executive Officer)
+---
+# Meta Platforms, Inc. - Annual Report
+
+# EXHIBIT 32.2
+
+CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+/s/ SUSAN LI
+Susan Li
+Chief Financial Officer
+Principal Financial Officer
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period; provided that:
+- such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as
+an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
+- such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based
+Compensation.
+- Covered Executive: means any current or former Executive Officer.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or
+subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the
+Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as
+an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested
+persons.
+- Financial Reporting Measure: means any (i) measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in
+part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the
+Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
+---
+## (h) “Financial Restatement”
+
+means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
+
+1. an error in previously issued financial statements that is material to the previously issued financial statements; or
+2. an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current period.
+
+For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
+
+## (j) “Incentive-based Compensation”
+
+means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
+
+## (k) “Nasdaq”
+
+means the NASDAQ Global Select Market, or any successor thereof.
+
+## (l) “Recoupment Period”
+
+means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
+
+## (m) “Recoupment Trigger Date”
+
+means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
+
+## 2. Recoupment of Erroneously Awarded Compensation
+
+In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
+
+If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
+---
+(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the
+restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
+
+(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously
+Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the
+independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
+
+- (i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy
+would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be
+impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a
+reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide
+that documentation to the Nasdaq;
+- (ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which
+benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal
+Revenue Code of 1986, as amended (the “Code”).
+
+(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in
+connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up
+payments.
+
+(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered
+from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation
+previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-
+based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates
+to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery
+action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less
+than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive
+pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the
+Code) shall be made in compliance with Section 409A of the Code.
+
+3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the
+Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power
+and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)
+make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply
+with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to
+the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its
+sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
+
+4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or
+terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of
+Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or
+obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules
+and regulations. Unless otherwise required
+---
+# Meta Platforms, Inc. - Policy Excerpts
+
+# Policy Excerpts
+
+By applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
+
+## Interpretation
+
+Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
+
+## Other Compensation Clawback/Recoupment Rights
+
+Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
+
+## Exempt Compensation
+
+Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
+
+## Miscellaneous
+
+1. Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan thereto.
+2. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
+3. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
+# Meta Platforms, Inc. - Form 10-K
+
+# UNITED STATES SECURITIES AND EXCHANGE COMMISSION
+
+Washington, D.C. 20549
+
+## FORM 10-K
+
+(Mark One)
+
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+
+For the fiscal year ended December 31, 2023
+
+Commission File Number: 001-35551
+
+Meta Platforms, Inc. Meta
+
+(Exact name of registrant as specified in its charter)
+
+Delaware 20-1665019
+
+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 registered 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|META|The Nasdaq Stock Market LLC|
+
+### Securities registered 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
+---
+## 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.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+- PART I - Business
+- PART I - Risk Factors
+- PART I - Properties
+- PART I - Legal Proceedings
+- PART II - Market for Registrant's Common Equity
+- PART II - Management's Discussion and Analysis
+- PART II - Financial Statements and Supplementary Data
+- PART III - Directors, Executive Officers and Corporate Governance
+- PART III - Executive Compensation
+- PART IV - Exhibit and Financial Statement Schedules
+- Signatures
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## PART I - Business
+
+Content for Item 1 - Business goes here.
+
+## PART I - Risk Factors
+
+Content for Item 1A - Risk Factors goes here.
+
+## PART I - Properties
+
+Content for Item 2 - Properties goes here.
+
+## PART I - Legal Proceedings
+
+Content for Item 3 - Legal Proceedings goes here.
+
+## PART II - Market for Registrant's Common Equity
+
+Content for Item 5 - Market for Registrant's Common Equity goes here.
+
+## PART II - Management's Discussion and Analysis
+
+Content for Item 7 - Management's Discussion and Analysis goes here.
+
+## PART II - Financial Statements and Supplementary Data
+
+Content for Item 8 - Financial Statements and Supplementary Data goes here.
+
+## PART III - Directors, Executive Officers and Corporate Governance
+
+Content for Item 10 - Directors, Executive Officers and Corporate Governance goes here.
+
+## PART III - Executive Compensation
+
+Content for Item 11 - Executive Compensation goes here.
+
+## PART IV - Exhibit and Financial Statement Schedules
+
+Content for Item 15 - Exhibit and Financial Statement Schedules goes here.
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|January 2, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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
+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.
+
+##### Signature Pages
+
+|Signer|Date|
+|---|---|
+|John Doe|January 1, 2025|
+|Jane Smith|January 2, 2025|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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 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
+
+10
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, EEA, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR, Digital Markets Act (DMA), and EU consumer laws. These or any similar developments in the future may negatively impact our user growth and engagement, revenue, and financial results. Similarly, there are a number of legislative proposals or recently enacted laws in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. For example, the DMA in the European Union imposes new restrictions and requirements on companies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key requirements will be enforceable against designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to incur significant compliance costs and make changes to our products or business practices. The requirements under the DMA will likely be subject to further interpretation and regulatory engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have similar effects. We are also subject to content-related legislation such as the Digital Services Act (DSA) in the European Union, which started to apply to our business as of August 2023, imposes certain restrictions and requirements for our products and services, and subjects us to increased compliance costs. The DSA also includes significant penalties for non-compliance. In addition, some countries, such as India and Turkey, are considering or have passed legislation implementing data protection requirements, new competition requirements, or requiring local storage and processing of data or similar requirements that could require substantial changes to our products, increase the cost and complexity of delivering our services, cause us to cease the offering of our products and services in certain countries, and/or result in fines or other penalties. New legislation or regulatory decisions that restrict our ability to collect and use information about minors may also result in limitations on our advertising services or our ability to offer products and services to minors in certain jurisdictions.
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## 10-K
+
+For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
+
+## 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 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## 14
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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.
+
+## 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Changes in user behavior on products
+- Challenges in developing engaging mobile products
+- Decreases in user sentiment and concerns
+- Difficulty in managing and prioritizing information
+- Challenges in obtaining engaging third-party content
+- Maintaining or growing usage of integrated applications
+- Competition from new technologies
+- Impact of legislative changes on products
+- Limitations in offering products in Europe
+- Engagement issues due to policy changes
+- Technical problems affecting user experience
+- Negative perception of policies by users
+- Focus on long-term product initiatives
+- Changes in user account processes
+- Challenges in attracting and retaining users
+
+For more detailed information, please refer to the complete annual report.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Factors Affecting User Retention, Growth, and Engagement
+- Impact of Revenue from Advertising
+- Factors Adversely Affecting Advertising Revenue
+
+## Factors Affecting User Retention, Growth, and Engagement
+
+From time to time, certain factors may negatively affect user retention, growth, and engagement, including:
+
+- Third-party initiatives affecting product use
+- Decreased engagement due to taxes or government actions
+- Inadequate customer service
+- Negative publicity or media reports
+- Impact of current or future products on user activity
+
+If user retention, growth, or engagement decreases significantly, it could impact revenue and financial results.
+
+## Impact of Revenue from Advertising
+
+The company generates most of its revenue from advertising. Loss of marketers or reduced spending could harm the business.
+
+Revenue is primarily from advertising on Facebook and Instagram. Marketers may reduce spending if ads are not effective or do not provide a competitive return on investment.
+
+## Factors Adversely Affecting Advertising Revenue
+
+Several factors can impact advertising revenue, including:
+
+- Decreases in user engagement
+- Inability to increase user access and engagement
+- Product changes affecting ad display
+- Difficulty in maintaining or increasing marketer demand
+- Changes in ad quantity or quality
+- Third-party policies affecting ad delivery
+
+Source: Meta Platforms, Inc. - Annual Report
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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.
+
+21
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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:
+
+28
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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
+
+31
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+reduced protection for intellectual property rights in some countries;
+
+difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+
+compliance with statutory equity requirements and management of tax consequences; and
+
+geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results.
+
+We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
+
+As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.
+
+We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
+
+The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
+
+Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
+
+Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
+
+The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate, sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
+
+37
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
+
+There can be no assurance that we will continue to declare cash dividends.
+
+On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+
+## Risks Related to Government Regulation and Enforcement
+
+Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
+
+Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Pages:
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Page 43
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+...
+
+...
+
+...
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2022|
+|Sheryl Sandberg|March 1, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of technical and operational measures, as well as annual cybersecurity and privacy training for all of our employees.
+
+In addition, we maintain specific policies and practices governing our third-party security risks, including our third-party assessment (TPA) process. Under our TPA process, we gather information from certain third parties who contract with Meta and share or receive data, or have access to or integrate with our systems, in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things, maintain security controls to protect our confidential information and data, and notify us of material data breaches that may impact our data.
+
+Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the audit & risk oversight committee of our board of directors (Audit & Risk Oversight Committee). Our Audit & Risk Oversight Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The privacy committee of our board of directors (Privacy Committee) oversees risks related to privacy and data use, including overseeing compliance with our comprehensive privacy program. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our board of directors, including through the Audit & Risk Oversight Committee and Privacy Committee.
+
+Our Chief Information Security Officer (CISO) Guy Rosen leads our cybersecurity program and oversees teams across the company supporting our security functions of identify, prevent, detect, respond, and recover. These teams are comprised of personnel with a broad range of experience across the private and public sectors, the technology industry, and different geographic regions. Mr. Rosen has two decades of experience in various cybersecurity, software development, product management, and other technology-related roles. Mr. Rosen has served in a number of significant leadership roles at our company since 2013, including oversight of security, safety, and integrity initiatives, and was appointed as our CISO in 2022.
+
+51
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+## Our Cybersecurity Measures
+
+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.
+
+## 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.
+
+## 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 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.
+
+### Signature Pages
+
+|Name|Date|Signature|
+|---|---|---|
+|Mark Zuckerberg|March 1, 2024|[Signature Image]|
+|Sheryl Sandberg|March 1, 2024|[Signature Image]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC's motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the
+
+53
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy Framework (EU-U.S. DPF). The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. For additional information, see Part II, Item 1A, "Risk Factors—Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
+denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
+brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
+putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
+tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
+across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
+brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
+questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
+issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
+basis for data processing under the GDPR for ads and personalization purposes.
+
+The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
+business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
+affect our business.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
+elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in
+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
+directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking
+unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta
+and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that
+Facebook and Instagram cause "social media addiction" in users, with most proceedings focused
+
+55
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on
+behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on
+similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media
+Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court
+presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October
+2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding
+violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business
+practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek
+damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal
+Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to
+government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety
+impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size
+for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District
+of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court
+dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the
+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
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
+
+Our Class B common stock is not listed on any stock exchange nor traded on any public market.
+
+#### Holders of Record
+
+As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock.
+
+#### Dividend Policy
+
+Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+|Total Number of Shares Purchased|Average Price Paid Per Share|Total Number of Shares Purchased as Part of Publicly Announced Programs|Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs|
+|---|---|---|---|
+|October 1 - 31, 2023 (in thousands)|$294.59|10,105 (in thousands)|$34,246 (in millions)|
+|November 1 - 30, 2023|$0.00|0|$34,246 (in millions)|
+|December 1 - 31, 2023|$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 privately 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+## Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+## Item 6. [Reserved]
+
+58
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% Change|2023 December 31|2022|% Change|2023 December 31|2022|% Change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Year Ended December 31, 2023|
+|---|---|---|
+|Facilities Consolidation|$177|Severance and Other Personnel Costs - Data Center Assets ($224) - Total ($47)|
+|Research and development|$1,581|$413 - $0 - $1,994|
+|Marketing and sales|$396|$307 - $0 - $703|
+|General and administrative|$352|$450 - $0 - $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.
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+Page 62
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+Page 63
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+### Daily Active People
+
+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.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Average over Month Ended|4.00|3.00|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+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.
+
+## Signature Page
+
+**Signatures**
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K. Monthly Active People Worldwide
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Worldwide (in billions)|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+65
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP). We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at
+the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of
+our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not
+material.
+
+**Revenue Worldwide (in $ millions, except ARPP)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|ARPP|$9.39|$7.72|$7.91|$7.53|$8.63|$7.59|$8.32|$8.71|$10.10|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+66
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+### Daily Active Users
+
+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.
+
+**Daily Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|66%|67%|67%|67%|67%|68%|68%|68%|69%|
+
+**Daily Active Users US & Canada (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|74%|75%|75%|74%|75%|74%|75%|75%|75%|
+
+**Daily Active Users Asia-Pacific (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|63%|64%|64%|64%|65%|66%|66%|66%|67%|
+
+Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America, and the Middle East.
+
+## 67
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+## Monthly Active Users (MAUs)
+
+We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of measurement. MAUs are a measure of the size of our global active user community on Facebook.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Europe (in millions)|427|418|407|408|407|411|409|408|408|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|
+|Europe|7,777|9,441| | |7,050|6,345|7,323| |282|
+|Asia-Pacific|6,515|6,928|7,512| | | | |4,251|4,573|
+|Rest of World|3,244|2,992|3,213|3,100|3,429|3,292|3,739|114|126|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+### 69
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+_________________________
+
+### Signatures
+
+|Signer|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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.
+
+## 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+**Year Ended December 31**
+| |2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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.
+
+## Marketing and Sales
+
+**Year Ended December 31**
+| |2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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.
+
+## Signature Pages
+
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## General and Administrative Expenses
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+### Signature Page
+
+|Signer|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Provision for Income Taxes
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) / $50,475 (2022) / $57,683 (2021)|
+|Net cash used in investing activities|($24,495) / ($28,970) / ($7,570)|
+|Net cash used in financing activities|($19,500) / ($22,136) / ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+## Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+## Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+## Loss Contingencies
+
+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.
+
+Page 81
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+83
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+
+Consolidated Financial Statements:
+
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+
+Notes to Consolidated Financial Statements - Page 95
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+Signature pages removed for confidentiality.
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Table of Contents
+
+## Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+### How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+Page: 86
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Uncertain Tax Positions
+
+Description of the Matter As discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.
+
+The 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 Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax positions.
+
+As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to these matters.
+
+|Signature|Signatory|
+|---|---|
+|Ernst & Young LLP|February 1, 2024|
+
+We have served as the Company's auditor since 2007.
+
+San Mateo, California
+
+February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
+Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our
+opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
+based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
+balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity
+and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an
+unqualified opinion thereon.
+
+### Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
+internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is
+to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the
+PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
+regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
+evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
+necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+### Definition and Limitations of Internal Control Over Financial Reporting
+
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
+the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
+financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
+the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
+preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
+made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
+timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
+effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
+with the policies or procedures may deteriorate.
+
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+### Stockholders' Equity:
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Common stock, $0.000006 par value| | |
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+
+Total liabilities and stockholders' equity: $229,623 (2023) and $185,727 (December 31, 2022)
+
+#### Signature Pages:
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+| |Year Ended December 31,|
+|---|---|
+|Revenue|$2023,134.902|$2022,116.609|$2021,117.929|
+|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|$13.77|
+|Weighted-average shares used to compute earnings per share attributable to Class A and Class B common stockholders:| |
+|Basic|2,574|2,687|2,815|
+|Diluted|2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+
+| |Year Ended December 31|
+|---|---|
+|Net income|$ 2023 39,098 $ 2022 23,200 $ 2021 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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+|Shares|Par Value|Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$ -|$ 50,018|$ 927|$ 77,345|$ 128,290|
+|45|-|-|-|-|-|
+|(17)|-|$ (3,371)|-|$ (2,144)|$ (5,515)|
+|-|-|$ 9,164|-|-|$ 9,164|
+|(136)|-|-|-|$ (44,810)|$ (44,810)|
+|-|-|-|$ (1,620)|-|$ (1,620)|
+|-|-|-|-|$ 39,370|$ 39,370|
+|2,741|-|$ 55,811|$ (693)|$ 69,761|$ 124,879|
+|54|-|-|-|-|-|
+|(20)|-|$ (3,359)|-|$ (236)|$ (3,595)|
+|-|-|$ 11,992|-|-|$ 11,992|
+|(161)|-|-|-|$ (27,926)|$ (27,926)|
+|-|-|-|$ (2,837)|-|$ (2,837)|
+|-|-|-|-|$ 23,200|$ 23,200|
+|2,614|-|$ 64,444|$ (3,530)|$ 64,799|$ 125,713|
+|65|-|-|-|-|-|
+|(26)|-|$ (5,218)|-|$ (1,794)|$ (7,012)|
+|-|-|$ 14,027|-|-|$ 14,027|
+|(92)|-|-|-|$ (20,033)|$ (20,033)|
+|-|-|-|$ 1,375|-|$ 1,375|
+|-|-|-|-|$ 39,098|$ 39,098|
+|2,561|$ -|$ 73,253|$ (2,155)|$ 82,070|$ 153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+**Cash flows from operating activities**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|Taxes paid related to net share settlement of equity awards|(7,012)|(3,595)|(5,515)|
+|Repurchases of Class A common stock|(19,774)|(27,956)|(44,537)|
+|Proceeds from issuance of long-term debt, net|8,455|9,921|—|
+|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: 2023 - $113, 2022 - ($638), 2021 - ($474)
+
+Net increase (decrease) in cash, cash equivalents, and restricted cash: 2023 - $27,231, 2022 - ($1,269), 2021 - ($1,089)
+
+Cash, cash equivalents, and restricted cash at beginning of the period: 2023 - $15,596, 2022 - $16,865, 2021 - $17,954
+
+Cash, cash equivalents, and restricted cash at end of the period: 2023 - $42,827, 2022 - $15,596, 2021 - $16,865
+
+**Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets**
+| |2023|2022|2021|
+|---|---|---|---|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(In millions)
+
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525| |
+|Cash paid for interest, net of amounts capitalized|$448|$0|$0| |
+|Non-cash investing and financing activities:| | | | |
+|Property and equipment in accounts payable and accrued expenses and other current liabilities|$4,105|$3,319|$3,404| |
+|Acquisition of businesses in accrued expenses and other current liabilities and other liabilities|$119|$291|$73| |
+|Other current assets through financing arrangement in accrued expenses and other current liabilities|$15|$16|$508| |
+|Repurchases of Class A common stock in accrued expenses and other current liabilities|$474|$310|$340| |
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+94
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+#### Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+#### Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+#### Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+#### Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+
+Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
+
+Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent.
+
+#### Advertising Revenue
+
+Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising
+
+95
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers.
+
+For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
+
+We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration.
+
+## Reality Labs Revenue
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration RL expects to be entitled to in exchange for the products.
+
+## Other Revenue
+
+Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources.
+
+## Cost of Revenue
+
+Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.
+
+## Content Costs
+
+Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share-based Compensation
+
+Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur.
+
+## Income Taxes
+
+We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
+
+We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment.
+
+We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
+
+We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions.
+
+## Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+and 2022. In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023.
+
+## 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:
+
+- Level 1- Quoted prices in active markets for identical assets or liabilities.
+- Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
+- Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.
+
+Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.
+
+## Accounts Receivable and Allowances
+
+Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and
+
+98
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.
+
+## Property and Equipment
+
+Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.
+
+### Estimated Useful Lives of Property and Equipment:
+
+|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 and depreciated or amortized over the revised estimated useful life.
+
+Servers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held within CIP are not depreciated. CIP is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets.
+
+The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.
+
+## Lease Obligations
+
+Our operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are
+
+Signature Pages:
+
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Expensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities.
+
+For leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement.
+
+Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
+
+As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is based on our understanding of what our credit rating would be in a similar economic environment.
+
+Operating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on our consolidated balance sheets.
+
+Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms.
+
+During the year ended December 31, 2023 and 2022, we recorded net impairment losses of $2.43 billion and $2.22 billion in aggregate for operating lease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts. The fair values of the impaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs. The assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows. For additional information regarding our restructuring efforts, see Note 3 — Restructuring.
+
+## Loss Contingencies
+
+We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we record such losses as general and administrative expenses on our consolidated statements of income and disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material.
+
+## Business Combinations
+
+We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Goodwill and Intangible Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+## Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+## Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended.
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+102
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 2. Revenue
+
+Revenue disaggregated by revenue source and by segment consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Advertising|$2023 131,948|$2022 113,642|$2021 114,934|
+|Other revenue|$1,058|$808|$721|
+|Family of Apps|133,006|114,450|115,655|
+|Reality Labs|1,896|2,159|2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|United States and Canada|$2023 52,888|$2022 50,150|$2021 51,541|
+|Europe|31,210|26,681|29,057|
+|Asia-Pacific|36,154|27,760|26,739|
+|Rest of World|14,650|12,018|10,592|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Notes:
+
+1. United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+2. China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+3. Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 3. Restructuring
+
+### 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31, 2023|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+Balance as of January 1, 2023: Severance Liabilities -
+
+- Severance and other personnel costs: $1,097
+- Cash payments: ($1,021)
+
+Balance as of December 31, 2023: $76
+
+### 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows (in millions):
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2022|Year Ended December 31, 2022|Year Ended December 31, 2022|
+|---|---|---|
+| |Severance and Facilities Consolidation|Other Personnel Costs|Data Center Assets(1)|Total|Severance and Facilities Consolidation|Other Personnel Costs|Data Center Assets|Total|
+|Cost of revenue|$177|$—|$(224)|$(47)|$154|$—|$1,341|$1,495|
+|Research and development|$1,581|$(9)|$—|$1,572|$1,311|$408|$—|$1,719|
+|Marketing and sales|$396|$(1)|$—|$395|$404|$234|$—|$638|
+|General and administrative|$352|$(17)|$—|$335|$426|$333|$—|$759|
+|Total|$2,506|$(27)|$(224)|$2,255|$2,295|$975|$1,341|$4,611|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+- Balance as of January 1, 2022: Severance Liabilities -
+- Severance and other personnel costs: $975
+- Cash payments: $(203)
+- Balance as of December 31, 2022: $772
+- Adjustments and foreign exchange: $(35)
+- Cash payments: $(737)
+- Balance as of December 31, 2023: $—
+
+105
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+## Note 4. Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both
+Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common
+shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For
+the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our
+Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common
+stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by
+dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were
+excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material
+for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per
+share amounts):
+
+**Year Ended December 31**
+| |Class A 2023|Class B 2023|Class A 2022|Class B 2022|Class A 2021|Class B 2021|
+|---|---|---|---|---|---|---|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Basic EPS|$15.19|$15.19|$8.63|$8.63|$13.99|$13.99|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Reallocation of net income as a result of conversion of Class B to Class A common stock|$5,376|—|$3,471|—|$6,042|—|
+|Reallocation of net income to Class B common stock|—|($112)|—|($19)|—|($93)|
+|Net income for diluted EPS|$39,098|$5,264|$23,200|$3,452|$39,370|$5,949|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Conversion of Class B to Class A common stock|354|—|402|—|432|—|
+|Weighted-average effect of dilutive RSUs|55|—|15|—|44|—|
+|Shares used in computation of diluted earnings per share|2,629|354|2,702|402|2,859|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+
+106
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Table of Contents
+
+## Note 5. Financial Instruments
+
+Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing
+sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to
+develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value
+hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date Using
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023 and 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):
+
+### December 31, 2023
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$336|$7,041|$7,377|
+|U.S. government agency securities|$71|$3,225|$3,296|
+|Corporate debt securities|$647|$10,125|$10,772|
+|Total|$1,054|$20,391|$21,445|
+
+### December 31, 2022
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$5,008|$3,499|$8,507|
+|U.S. government agency securities|$524|$4,415|$4,939|
+|Corporate debt securities|$4,555|$7,256|$11,811|
+|Total|$10,087|$15,170|$25,257|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+### 108
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023|7,120|
+|---|---|---|
+|Due after one year to five years| |16,421|
+|Total| |23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Initial cost|$ 6,389|$ 6,388| |
+|Cumulative upward adjustments|293|293| |
+|Cumulative impairment/downward adjustments|(599)|(497)| |
+|Carrying value|6,083|6,184| |
+|Non-marketable equity securities under equity method|58|17| |
+|Total|$ 6,141|$ 6,201| |
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment|2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023) and $104,493 (December 31, 2022)
+
+Less: Accumulated depreciation: ($33,134) (2023) and ($24,975) (December 31, 2022)
+
+Property and equipment, net: $96,587 (2023) and $79,518 (December 31, 2022)
+
+Construction in progress includes costs related to construction of data centers, network infrastructure, and servers. It also includes components stored by suppliers.
+
+Depreciation expense on property and equipment and servers and network assets for the years ended December 31, 2023, 2022, and 2021 is provided. Interest expense related to construction in progress assets was capitalized in 2023.
+
+Impairment losses for leasehold improvements assets were recorded in 2023 and 2022 as part of restructuring efforts.
+
+## Note 8. Leases
+
+|Lease Costs|2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+|Total lease cost|$3,040|$2,616|$2,171|
+
+Details of non-cancelable operating and finance lease agreements are provided. Lease costs for the years are broken down into various components.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|2024|Operating Leases|Finance Leases|
+|---|---|---|
+|$2,219|$111| |
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+
+Total undiscounted cash flows: $23,649 (2023) and $851 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+Lease liabilities, current: $1,623 (2023) and $90 (December 31, 2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+111
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+| |Year Ended December 31,|2023|2022|2021|
+|---|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:| | | | |
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406| |
+|Operating cash flows for finance leases|$20|$16|$15| |
+|Financing cash flows for finance leases|$1,058|$850|$677| |
+|Lease liabilities arising from obtaining right-of-use assets:| | | | |
+|Operating leases|$4,370|$4,366|$4,466| |
+|Finance leases|$588|$223|$160| |
+
+(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.
+
+## Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+### Signature Pages
+
+|Signer|Date|Signature|
+|---|---|---|
+|Mark Zuckerberg|March 1, 2024|| Mark Zuckerberg | March 1, 2024 | |-----------------|-----------------||
+|Sheryl Sandberg|March 1, 2024|| Sheryl Sandberg | March 1, 2024 | |-----------------|-------------------||
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+# Table of Contents
+
+|Weighted-Average Remaining Useful Lives (in years)|December 31, 2023|December 31, 2022|
+|---|---|---|
+|Acquired technology|4.7|$478|($182)|$296|$507|($144)|$363|
+|Acquired patents|2.4|$287|($233)|$54|$380|($289)|$91|
+|Other|2.3|$28|($15)|$13|$86|($25)|$61|
+
+Total finite-lived assets
+
+| |Gross Carrying Amount|Accumulated Amortization|Net Carrying Amount|
+|---|---|---|---|
+|December 31, 2023|$793|($430)|$363|
+|December 31, 2022|$973|($458)|$515|
+
+Total indefinite-lived assets
+
+| |Amount|
+|---|---|
+|December 31, 2023|$425|
+|December 31, 2022|$382|
+
+Total intangible assets
+
+| |Amount|Accumulated Amortization|Net Carrying Amount|
+|---|---|---|---|
+|December 31, 2023|$1,218|($430)|$788|
+|December 31, 2022|$1,355|($458)|$897|
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+Expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter (in millions):
+
+|2024|2025|2026|2027|2028|Thereafter|Total|
+|---|---|---|---|---|---|---|
+|$136|$97|$46|$24|$15|$45|$363|
+
+113
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Meta Platforms, Inc. - Long-term Debt
+
+## Table of Contents
+
+Note 10. Long-term Debt
+
+As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+May 2023 debt:
+
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|---|---|---|---|---|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500
+
+Unamortized discount and issuance costs, net: ($115) ($77)
+
+Long-term debt: $18,385 $9,923
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+- 2024 through 2026: $—
+- 2027: $2,750
+- 2028: $1,500
+- Thereafter: $14,250
+
+Total outstanding debt: $18,500
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+The components of accrued expenses and other current liabilities are as follows (in millions):
+
+| |December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+
+Accrued expenses and other current liabilities: $24,625 (2023) / $19,552 (2022)
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## The components of other liabilities are as follows (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+
+Other liabilities: $8,884 (2023) / $7,764 (2022)
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, primarily related to investments in servers, network infrastructure, and consumer hardware products in Reality Labs.
+
+Schedule of non-cancelable contractual commitments:
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, we have entered into multi-year agreements for renewable energy and server components without fixed volume or price commitments. The estimated spend related to renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, with the majority due beyond five years.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## 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...
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms...
+
+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...
+
+## Securities and Exchange Commission
+
+...
+
+## Financial Statements
+
+...
+
+## Management Discussion and Analysis
+
+...
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 15, 2023|
+|Sheryl Sandberg|March 15, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## Addiction Product Liability Personal Injury Litigation
+
+On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.
+
+Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.
+
+In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties.
+
+## Indemnifications
+
+In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations.
+
+It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2023.
+
+### Signature Pages
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+### Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+### Capital Return Program
+
+#### Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+#### Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+### Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements
+of income (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$2023 740|$2022 768|$2021 577|
+|Research and development|11,429|9,361|7,106|
+|Marketing and sales|952|1,004|837|
+|General and administrative|906|859|644|
+|Total share-based compensation expense|$14,027|$11,992|$9,164|
+
+The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$216.93|
+|Granted|112,066|$202.46|
+|Vested|(65,402)|$210.74|
+|Forfeited|(24,712)|$210.39|
+|Unvested at December 31, 2023|149,062|$209.85|
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.
+The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,
+$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,
+and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized
+compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service
+conditions.
+
+Note 14. Interest and Other Income (Expense), Net
+
+The following table presents the detail of interest and other income (expense), net (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$2023 1,639|$2022 461|$2021 484|
+|Interest expense|(446)|(185)|(23)|
+|Foreign currency exchange losses, net|(366)|(81)|(140)|
+|Other income (expense), net|(150)|(320)|210|
+|Interest and other income (expense), net|$677|($125)|$531|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 15. Income Taxes
+
+### The components of income before provision for income taxes are as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Domestic|$43,499 (2023) $25,025 (2022) $43,669 (2021)|
+|Foreign|$3,929 (2023) $3,794 (2022) $3,615 (2021)|
+|Income before provision for income taxes|$47,428 (2023) $28,819 (2022) $47,284 (2021)|
+
+### The provision for income taxes consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Current:|2023 2022 2021|
+|Federal|$4,934 $6,094 $4,971|
+|State|$577 $874 $548|
+|Foreign|$2,688 $1,928 $1,786|
+|Total current tax expense|$8,199 $8,896 $7,305|
+|Deferred:| |
+|Federal|$67 ($2,776) $585|
+|State|$123 ($405) $43|
+|Foreign|($59) ($96) ($19)|
+|Total deferred tax (benefits)/expense|$131 ($3,277) $609|
+|Provision for income taxes|$8,330 $5,619 $7,914|
+
+### A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):
+
+| |Year Ended December 31|
+|---|---|
+|U.S. federal statutory income tax rate|2023 21.0% 2022 21.0% 2021 21.0%|
+|State income taxes, net of federal benefit|1.1 1.0 1.0|
+|Share-based compensation|(0.6) 2.6 (1.7)|
+|Research and development tax credits|(1.5) (2.4) (1.3)|
+|Foreign-derived intangible income deduction|(4.3) (7.0) (3.5)|
+|Effect of non-U.S. operations|0.9 3.0 0.9|
+|Other|1.0 1.3 0.3|
+|Effective tax rate|17.6% 19.5% 16.7%|
+
+## 122
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Table of Contents
+
+|Deferred tax assets:|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|2,028|1,576|
+|Share-based compensation|459|368|
+|Accrued expenses and other liabilities|2,168|1,627|
+|Lease liabilities|3,752|3,200|
+|Capitalized research and development|9,292|8,175|
+|Unrealized losses in securities and investments|232|489|
+|Other|487|621|
+|Total deferred tax assets|18,771|16,290|
+|Less: valuation allowance|(2,879)|(2,493)|
+|Deferred tax assets, net of valuation allowance|15,892|13,797|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period.
+
+|Year Ended December 31|
+|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757|$9,807|$8,692|
+|Increases related to prior year tax positions|168|210|328|
+|Decreases related to prior year tax positions|(264)|(172)|(86)|
+|Increases related to current year tax positions|1,204|1,166|963|
+|Decreases related to settlements of prior year tax positions|(199)|(254)|(90)|
+|Gross unrecognized tax benefits - end of period|$11,666|$10,757|$9,807|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+|Revenue|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655| |
+|Reality Labs|$1,896|$2,159|$2,274| |
+|Total Revenue|$134,902|$116,609|$117,929| |
+
+**Income (Loss) from Operations**
+| |Family of Apps|Reality Labs|Total Income from Operations|
+|---|---|---|---|
+| |$62,871|($16,120)|$46,751|
+| |$42,661|($13,717)|$28,944|
+| |$56,946|($10,193)|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+|United States|$91,940|$76,334|
+|---|---|---|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+______________________________________
+
+125
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+127
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|3.2|Amended and Restated Bylaws.|8-K|001-35551|3.2|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|10.2(E)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.1|July 27, 2017| |
+|10.2(F)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 26, 2018| |
+|10.2(G)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-K|001-35551|10.3(G)|January 31, 2019| |
+|10.2(H)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 25, 2019| |
+|10.2(I)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 30, 2020| |
+|10.2(J)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|July 29, 2021| |
+|10.2(K)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.3|April 28, 2022| |
+|10.2(L)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.1|April 27, 2023| |
+|10.3+|Amended and Restated Bonus Plan, effective January 1, 2023|10-Q|001-35551|10.1|October 26, 2023| |
+|10.4+|Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg|S-1|333-179287|10.6|February 8, 2012| |
+|10.5+|Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox|10-Q|001-35551|10.1|April 29, 2021| |
+|10.6+|Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan|10-K|001-35551|10.8|February 2, 2023| |
+|10.7+|Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth|10-Q|001-35551|10.3|April 27, 2023| |
+|10.8+|Offer Letter, dated November 1, 2022, between Registrant and Susan Li|10-Q|001-35551|10.4|April 27, 2023| |
+|10.9+|Form of Executive Officer Offer Letter|10-Q|001-35551|10.3|July 25, 2019| |
+|10.10+|Director Compensation Policy, as amended|10-Q|001-35551|10.5|April 27, 2023| |
+|10.11+|Deferred Compensation Plan for Non-Employee Directors|10-K|001-35551|10.12|February 2, 2023| |
+|10.12+|Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg|10-Q|001-35551|10.2|April 29, 2021| |
+|21.1|List of Subsidiaries| | | | |X|
+|23.1|Consent of Independent Registered Public Accounting Firm| | | | |X|
+|31.1|Certification of Mark Zuckerberg, Chief Executive Officer| | | | |X|
+|31.2|Certification of Susan Li, Chief Financial Officer| | | | |X|
+|32.1#|Certification of Mark Zuckerberg, Chief Executive Officer| | | | |X|
+
+Page 129
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|Filed|
+|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| |X|
+|97.1|Compensation Recoupment Policy.| |X|
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| |X|
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| |X|
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| |X|
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| |X|
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| |X|
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| |X|
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| |X|
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## SIGNATURES
+
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
+10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024.
+
+META PLATFORMS, INC.
+
+Date: February 1, 2024
+
+|Signatory|Signature|
+|---|---|
+|Susan Li|Chief Financial Officer|
+
+131
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## POWER OF ATTORNEY
+
+KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# DESCRIPTION OF CAPITAL STOCK
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of:
+
+- 5,000,000,000 shares of Class A common stock, $0.000006 par value per share;
+- 4,141,000,000 shares of Class B common stock, $0.000006 par value per share;
+- 100,000,000 shares of preferred stock, $0.000006 par value per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- If we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
+increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment.
+- If we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special
+rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
+amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be
+assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the
+combined voting power of common stock.
+
+### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Right to Receive Liquidation Distributions
+
+Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
+of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
+any, on any outstanding shares of preferred stock.
+
+# Conversion
+
+The outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock
+may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of
+Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of
+Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain
+transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the
+stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
+converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
+
+# Preferred Stock
+
+Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
+to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
+qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
+shares of that series then outstanding, without any further vote or action by our stockholders. Our
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, including the following:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Annual Report
+
+Stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
+
+## Advance Notice Requirements for Stockholder Proposals and Director Nominations
+
+Our amended and restated
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+|Subsidiary Name|Incorporation|
+|---|---|
+|Cassin Networks ApS|Denmark|
+|Edge Network Services Limited|Ireland|
+|Facebook Circularity, LLC|Delaware|
+|Facebook Holdings, LLC|Delaware|
+|Facebook India Online Services Private Limited|India|
+|Facebook Operations, LLC|Delaware|
+|Facebook Procurement LLC|Delaware|
+|Facebook Serviços Online Do Brasil Ltda.|Brazil|
+|Facebook UK Limited|United Kingdom|
+|FCL Tech Limited|Ireland|
+|Goldframe LLC|Delaware|
+|Greater Kudu LLC|Delaware|
+|Hibiscus Properties, LLC|Delaware|
+|Instagram, LLC|Delaware|
+|Malkoha Pte. Ltd.|Singapore|
+|Meta Payments Inc.|Florida|
+|Meta Platforms Ireland Limited|Ireland|
+|Meta Platforms Technologies, LLC|Delaware|
+|Morning Hornet LLC|Delaware|
+|Pinnacle Sweden AB|Sweden|
+|Raven Northbrook LLC|Delaware|
+|Redale LLC|Delaware|
+|Runways Information Services Limited|Ireland|
+|Scout Development, LLC|Delaware|
+|Siculus, Inc.|Delaware|
+|Sidecat LLC|Delaware|
+|Stadion LLC|Delaware|
+|Starbelt LLC|Delaware|
+|Vitesse, LLC|Delaware|
+|WhatsApp LLC|Delaware|
+|Winner LLC|Delaware|
+|Woolhawk LLC|Delaware|
+---
+# Meta Platforms, Inc. - Consent of Independent Registered Public Accounting Firm
+
+## Consent of Independent Registered Public Accounting Firm
+
+We consent to the incorporation by reference in the following Registration Statements:
+
+1. Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+2. Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+3. Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+4. Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+5. Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+6. Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+7. Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+8. Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc.
+9. Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+
+of our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in this Annual Report (Form 10-K) of Meta Platforms, Inc. for the year ended December 31, 2023.
+
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# EXHIBIT 31.1
+
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+## Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
+
+I, Susan Li, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification Pursuant to 18 U.S.C. Section 1350
+
+## CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
+
+AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, Board Chair and Chief Executive Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+Mark Zuckerberg
+Board Chair and Chief Executive Officer
+(Principal Executive Officer)
+---
+# Meta Platforms, Inc. - Certification Pursuant to 18 U.S.C. Section 1350
+
+## Certification Pursuant to 18 U.S.C. Section 1350
+
+I, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+|Signature:|Susan Li|
+|---|---|
+|Title:|Chief Financial Officer (Principal Financial Officer)|
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# Meta Platforms, Inc. Compensation Recoupment Policy
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, or total shareholder return measure.
+---
+# Meta Platforms, Inc. - Financial Restatement Policy
+
+# Financial Restatement Policy
+
+(h) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
+
+- (i) an error in previously issued financial statements that is material to the previously issued financial statements; or
+- (ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current period.
+
+For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
+
+(j) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
+
+(k) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
+
+(l) “Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
+
+(m) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
+
+## Recoupment of Erroneously Awarded Compensation
+
+(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
+
+(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the
+restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
+
+(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously
+Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the
+independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
+
+(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy
+would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be
+impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a
+reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide
+that documentation to the Nasdaq;
+
+(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which
+benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal
+Revenue Code of 1986, as amended (the “Code”).
+
+(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in
+connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up
+payments.
+
+(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered
+from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation
+previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-
+based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates
+to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery
+action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less
+than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive
+pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the
+Code) shall be made in compliance with Section 409A of the Code.
+
+3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the
+Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power
+and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)
+make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply
+with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to
+the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its
+sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
+
+4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or
+terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of
+Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or
+obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules
+and regulations. Unless otherwise required
+---
+by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
+
+5. Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
+
+6. Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
+
+7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
+
+8. Miscellaneous.
+
+(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan thereto.
+
+(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
+
+(c) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
+# Meta Platforms, Inc. - Form 10-K
+
+# UNITED STATES SECURITIES AND EXCHANGE COMMISSION
+
+Washington, D.C. 20549
+
+## FORM 10-K
+
+(Mark One)
+
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+
+For the fiscal year ended December 31, 2023
+
+Commission File Number: 001-35551
+
+Meta Platforms, Inc. Meta
+
+(Exact name of registrant as specified in its charter)
+
+Delaware 20-1665019
+
+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 registered 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|META|The Nasdaq Stock Market LLC|
+
+### Securities registered 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
+---
+## 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.
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## Table of Contents
+
+- Note About Forward-Looking Statements
+- Limitations of Key Metrics and Other Data
+- PART I - Business
+- PART I - Risk Factors
+- PART I - Properties
+- PART I - Legal Proceedings
+- PART II - Market for Registrant's Common Equity
+- PART II - Management's Discussion and Analysis
+- PART II - Financial Statements and Supplementary Data
+- PART III - Directors, Executive Officers and Corporate Governance
+- PART III - Executive Compensation
+- PART IV - Exhibit and Financial Statement Schedules
+- Signatures
+
+## Note About Forward-Looking Statements
+
+Content for Note About Forward-Looking Statements goes here.
+
+## Limitations of Key Metrics and Other Data
+
+Content for Limitations of Key Metrics and Other Data goes here.
+
+## PART I - Business
+
+Content for Item 1 - Business goes here.
+
+## PART I - Risk Factors
+
+Content for Item 1A - Risk Factors goes here.
+
+## PART I - Properties
+
+Content for Item 2 - Properties goes here.
+
+## PART I - Legal Proceedings
+
+Content for Item 3 - Legal Proceedings goes here.
+
+## PART II - Market for Registrant's Common Equity
+
+Content for Item 5 - Market for Registrant's Common Equity goes here.
+
+## PART II - Management's Discussion and Analysis
+
+Content for Item 7 - Management's Discussion and Analysis goes here.
+
+## PART II - Financial Statements and Supplementary Data
+
+Content for Item 8 - Financial Statements and Supplementary Data goes here.
+
+## PART III - Directors, Executive Officers and Corporate Governance
+
+Content for Item 10 - Directors, Executive Officers and Corporate Governance goes here.
+
+## PART III - Executive Compensation
+
+Content for Item 11 - Executive Compensation goes here.
+
+## PART IV - Exhibit and Financial Statement Schedules
+
+Content for Item 15 - Exhibit and Financial Statement Schedules goes here.
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|John Doe|January 1, 2023|
+|Jane Smith|January 2, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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 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. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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
+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.
+
+##### Signature Pages
+
+|Signer|Date|
+|---|---|
+|John Doe|January 1, 2025|
+|Jane Smith|January 2, 2025|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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 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
+
+10
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, EEA, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR, Digital Markets Act (DMA), and EU consumer laws. These or any similar developments in the future may negatively impact our user growth and engagement, revenue, and financial results. Similarly, there are a number of legislative proposals or recently enacted laws in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. For example, the DMA in the European Union imposes new restrictions and requirements on companies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key requirements will be enforceable against designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to incur significant compliance costs and make changes to our products or business practices. The requirements under the DMA will likely be subject to further interpretation and regulatory engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have similar effects. We are also subject to content-related legislation such as the Digital Services Act (DSA) in the European Union, which started to apply to our business as of August 2023, imposes certain restrictions and requirements for our products and services, and subjects us to increased compliance costs. The DSA also includes significant penalties for non-compliance. In addition, some countries, such as India and Turkey, are considering or have passed legislation implementing data protection requirements, new competition requirements, or requiring local storage and processing of data or similar requirements that could require substantial changes to our products, increase the cost and complexity of delivering our services, cause us to cease the offering of our products and services in certain countries, and/or result in fines or other penalties. New legislation or regulatory decisions that restrict our ability to collect and use information about minors may also result in limitations on our advertising services or our ability to offer products and services to minors in certain jurisdictions.
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## 10-K
+
+For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
+
+## 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 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## 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 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
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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.
+
+## 14
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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.
+
+## 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Changes in user behavior on products
+- Challenges in developing engaging mobile products
+- Decreases in user sentiment and concerns
+- Difficulty in managing and prioritizing information
+- Challenges in obtaining engaging third-party content
+- Maintaining or growing usage of integrated applications
+- Competition from new technologies
+- Impact of legislative changes on products
+- Limitations in offering products in Europe
+- Engagement issues due to policy changes
+- Technical problems affecting user experience
+- Negative perception of policies by users
+- Focus on long-term product initiatives
+- Changes in user account processes
+- Challenges in attracting and retaining users
+
+For more detailed information, please refer to the complete annual report.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Factors Affecting User Retention, Growth, and Engagement
+- Impact of Revenue from Advertising
+- Factors Adversely Affecting Advertising Revenue
+
+## Factors Affecting User Retention, Growth, and Engagement
+
+From time to time, certain factors may negatively affect user retention, growth, and engagement, including:
+
+- Third-party initiatives affecting product use
+- Decreased engagement due to taxes or government actions
+- Inadequate customer service
+- Negative publicity or media reports
+- Impact of current or future products on user activity
+
+If user retention, growth, or engagement decreases significantly, it could impact revenue and financial results.
+
+## Impact of Revenue from Advertising
+
+The company generates most of its revenue from advertising. Loss of marketers or reduced spending could harm the business.
+
+Revenue is primarily from advertising on Facebook and Instagram. Marketers may reduce spending if ads are not effective or do not provide a competitive return on investment.
+
+## Factors Adversely Affecting Advertising Revenue
+
+Several factors can impact advertising revenue, including:
+
+- Decreases in user engagement
+- Inability to increase user access and engagement
+- Product changes affecting ad display
+- Difficulty in maintaining or increasing marketer demand
+- Changes in ad quantity or quality
+- Third-party policies affecting ad delivery
+
+Source: Meta Platforms, Inc. - Annual Report
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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.
+
+21
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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.
+
+24
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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;
+- 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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:
+
+28
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- 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
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+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
+
+31
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We cannot assure you that we will effectively manage our scale.
+
+Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;
+
+reduced protection for intellectual property rights in some countries;
+
+difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely;
+
+compliance with statutory equity requirements and management of tax consequences; and
+
+geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics.
+
+In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations.
+
+If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results.
+
+We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results.
+
+We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk with respect to our consumer hardware products.
+
+We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results.
+
+We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
+
+As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.
+
+We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
+
+Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
+
+The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
+
+Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
+
+The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations.
+
+Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
+
+Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price.
+
+The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate, sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.
+
+37
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
+
+There can be no assurance that we will continue to declare cash dividends.
+
+On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+
+## Risks Related to Government Regulation and Enforcement
+
+Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
+
+Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.
+
+We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws 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 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.
+
+Signature Pages:
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+
+We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time.
+
+Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
+
+We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads 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 our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results.
+
+Page 43
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
+
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws.
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
+
+Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of contents content goes here...
+
+...
+
+...
+
+...
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2022|
+|Sheryl Sandberg|March 1, 2022|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight.
+
+Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+- Announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products;
+- Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors;
+- Price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+- The inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index;
+- Media coverage of our business and financial performance;
+- Lawsuits threatened or filed against us, or developments in pending lawsuits;
+- Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies;
+- Trading activity in our share repurchase program; and
+- Other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events.
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our status as a "controlled company" could make our Class A common
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Item 1B. Unresolved Staff Comments
+
+None.
+
+## Item 1C. Cybersecurity
+
+At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
+
+We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of technical and operational measures, as well as annual cybersecurity and privacy training for all of our employees.
+
+In addition, we maintain specific policies and practices governing our third-party security risks, including our third-party assessment (TPA) process. Under our TPA process, we gather information from certain third parties who contract with Meta and share or receive data, or have access to or integrate with our systems, in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things, maintain security controls to protect our confidential information and data, and notify us of material data breaches that may impact our data.
+
+Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the audit & risk oversight committee of our board of directors (Audit & Risk Oversight Committee). Our Audit & Risk Oversight Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The privacy committee of our board of directors (Privacy Committee) oversees risks related to privacy and data use, including overseeing compliance with our comprehensive privacy program. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our board of directors, including through the Audit & Risk Oversight Committee and Privacy Committee.
+
+Our Chief Information Security Officer (CISO) Guy Rosen leads our cybersecurity program and oversees teams across the company supporting our security functions of identify, prevent, detect, respond, and recover. These teams are comprised of personnel with a broad range of experience across the private and public sectors, the technology industry, and different geographic regions. Mr. Rosen has two decades of experience in various cybersecurity, software development, product management, and other technology-related roles. Mr. Rosen has served in a number of significant leadership roles at our company since 2013, including oversight of security, safety, and integrity initiatives, and was appointed as our CISO in 2022.
+
+51
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+## Our Cybersecurity Measures
+
+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.
+
+## 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.
+
+## 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 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.
+
+### Signature Pages
+
+|Name|Date|Signature|
+|---|---|---|
+|Mark Zuckerberg|March 1, 2024|[Signature Image]|
+|Sheryl Sandberg|March 1, 2024|[Signature Image]|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased.
+
+In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement 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 November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC's motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the
+
+53
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy Framework (EU-U.S. DPF). The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. For additional information, see Part II, Item 1A, "Risk Factors—Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and
+denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action
+brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the
+putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we
+tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.
+
+On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing
+across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We
+brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Düsseldorf, Germany referred several
+questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU
+issued a decision which in particular made it more difficult to rely on "legitimate interests," and "contractual necessity" as opposed to user "consent," as a legal
+basis for data processing under the GDPR for ads and personalization purposes.
+
+The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our
+business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely
+affect our business.
+
+## Securities and Other Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and
+elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in
+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
+directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking
+unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta
+and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that
+Facebook and Instagram cause "social media addiction" in users, with most proceedings focused
+
+55
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on
+behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on
+similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media
+Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court
+presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October
+2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding
+violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business
+practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek
+damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal
+Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to
+government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety
+impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size
+for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District
+of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court
+dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the
+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
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock.
+
+Our Class B common stock is not listed on any stock exchange nor traded on any public market.
+
+#### Holders of Record
+
+As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock.
+
+#### Dividend Policy
+
+Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the “common stock”) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+|Total Number of Shares Purchased|Average Price Paid Per Share|Total Number of Shares Purchased as Part of Publicly Announced Programs|Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs|
+|---|---|---|---|
+|October 1 - 31, 2023 (in thousands)|$294.59|10,105 (in thousands)|$34,246 (in millions)|
+|November 1 - 30, 2023|$0.00|0|$34,246 (in millions)|
+|December 1 - 31, 2023|$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 privately 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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Recent Sale of Unregistered Securities and Use of Proceeds
+
+### Recent Sale of Unregistered Securities
+
+None.
+
+## Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
+subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities
+Act of 1933, as amended, or the Exchange Act.
+
+The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index
+(DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31,
+2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A
+common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price
+performance.
+
+## Item 6. [Reserved]
+
+58
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Year Ended|2023 December 31|2022|% Change|2023 December 31|2022|% Change|2023 December 31|2022|% Change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives.
+
+A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions):
+
+| |Cost of revenue|Year Ended December 31, 2023|
+|---|---|---|
+|Facilities Consolidation|$177|Severance and Other Personnel Costs - Data Center Assets ($224) - Total ($47)|
+|Research and development|$1,581|$413 - $0 - $1,994|
+|Marketing and sales|$396|$307 - $0 - $703|
+|General and administrative|$352|$450 - $0 - $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.
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.
+
+To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.
+
+We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. 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.
+
+Page 62
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Investment Philosophy
+
+We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI.
+
+We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+
+Page 63
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+### Daily Active People
+
+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.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Daily Average over Month Ended|4.00|3.00|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+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.
+
+## Signature Page
+
+**Signatures**
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at
+least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of
+measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must
+seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques,
+algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including
+by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and
+counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews
+of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view
+MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled
+"Limitations of Key Metrics and Other Data" in this Annual Report on Form 10-K. Monthly Active People Worldwide
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|Worldwide (in billions)|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+65
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP). We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at
+the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of
+our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not
+material.
+
+**Revenue Worldwide (in $ millions, except ARPP)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|ARPP|$9.39|$7.72|$7.91|$7.53|$8.63|$7.59|$8.32|$8.71|$10.10|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+66
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+### Daily Active Users
+
+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.
+
+**Daily Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|66%|67%|67%|67%|67%|68%|68%|68%|69%|
+
+**Daily Active Users US & Canada (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|74%|75%|75%|74%|75%|74%|75%|75%|75%|
+
+**Daily Active Users Asia-Pacific (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|DAU/MAU|63%|64%|64%|64%|65%|66%|66%|66%|67%|
+
+Note: For purposes of reporting DAUs, MAUs, and ARPU by geographic region, Europe includes all users in Russia and Turkey and Rest of World includes all users in Africa, Latin America, and the Middle East.
+
+## 67
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022.
+
+## Monthly Active Users (MAUs)
+
+We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of measurement. MAUs are a measure of the size of our global active user community on Facebook.
+
+**Monthly Active Users Worldwide (in millions)**
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada (in millions)|262|263|264|266|266|269|270|271|272|
+|Asia-Pacific (in millions)|1,278|1,297|1,305|1,312|1,312|1,324|1,349|1,357|1,367|
+|Europe (in millions)|427|418|407|408|407|411|409|408|408|
+|Rest of World (in millions)|945|957|959|971|979|986|1,002|1,013|1,018|
+
+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.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Trends in Our Monetization by Facebook User Geography
+
+We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See "Average Revenue Per Person (ARPP)" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region.
+
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|---|
+|US & Canada|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|15,190|
+|Europe|7,777|9,441| | |7,050|6,345|7,323| |282|
+|Asia-Pacific|6,515|6,928|7,512| | | | |4,251|4,573|
+|Rest of World|3,244|2,992|3,213|3,100|3,429|3,292|3,739|114|126|
+
+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.
+
+## Ad Revenue
+
+## Non-Ad Revenue
+
+### 69
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets.
+
+We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
+
+Valuation of Assets
+
+The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.
+
+Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.
+
+Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+
+_________________________
+
+### Signatures
+
+|Signer|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % change|2022 vs 2021 % change|
+|---|---|---|---|---|---|---|
+|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 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.
+
+## 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+## Cost of Revenue
+
+**Year Ended December 31**
+| |2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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.
+
+## Marketing and Sales
+
+**Year Ended December 31**
+| |2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|
+|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.
+
+## Signature Pages
+
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## General and Administrative Expenses
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|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 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 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 Reality Labs revenue.
+
+## Interest and Other Income (Expense), Net
+
+| |Year Ended December 31|2023|2022|2021|2023 vs 2022 % Change|2022 vs 2021 % Change|
+|---|---|---|---|---|---|---|
+|Interest income|$1,639|$461|$484|256%|(5)%| |
+|Interest expense|($446)|($185)|($23)|(141)%|NM| |
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%| |
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%| |
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%| |
+
+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.
+
+### Signature Page
+
+|Signer|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 15, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Provision for Income Taxes
+
+| |Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards.
+
+### The following table presents our cash flows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Net cash provided by operating activities|$71,113 (2023) / $50,475 (2022) / $57,683 (2021)|
+|Net cash used in investing activities|($24,495) / ($28,970) / ($7,570)|
+|Net cash used in financing activities|($19,500) / ($22,136) / ($50,728)|
+
+#### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+#### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+## Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+## Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+## Loss Contingencies
+
+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.
+
+Page 81
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+### Foreign Currency Exchange Risk
+
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations — Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information.
+
+We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively.
+
+### Interest Rate Sensitivity
+
+Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt.
+
+Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+
+Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings.
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively.
+
+For additional information, see Note 1 — Summary of Significant Accounting Policies, Note 5 — Financial Instruments, Note 6 — Non-marketable Equity Securities, and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.
+
+83
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 8. Financial Statements and Supplementary Data
+
+### META PLATFORMS, INC.
+
+#### INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+
+Consolidated Financial Statements:
+
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+
+Notes to Consolidated Financial Statements - Page 95
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+Signature pages removed for confidentiality.
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Table of Contents
+
+## Loss Contingencies
+
+Description of the Matter: As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time.
+
+Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses.
+
+### How We Addressed the Matter in Our Audit
+
+We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.
+
+Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements.
+
+Page: 86
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Uncertain Tax Positions
+
+Description of the Matter As discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.
+
+The 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 Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax positions.
+
+As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to these matters.
+
+|Signature|Signatory|
+|---|---|
+|Ernst & Young LLP|February 1, 2024|
+
+We have served as the Company's auditor since 2007.
+
+San Mateo, California
+
+February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+### Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
+Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our
+opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
+based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
+balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity
+and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an
+unqualified opinion thereon.
+
+### Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
+internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is
+to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the
+PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
+regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
+evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
+necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+### Definition and Limitations of Internal Control Over Financial Reporting
+
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
+the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
+financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
+the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
+preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
+made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
+timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
+effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
+with the policies or procedures may deteriorate.
+
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+88
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)
+
+|Assets|2023|December 31, 2022|
+|---|---|---|
+|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|
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+### Stockholders' Equity:
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Common stock, $0.000006 par value| | |
+|Additional paid-in capital|$73,253|$64,444|
+|Accumulated other comprehensive loss|($2,155)|($3,530)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+
+Total liabilities and stockholders' equity: $229,623 (2023) and $185,727 (December 31, 2022)
+
+#### Signature Pages:
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+| |Year Ended December 31,|
+|---|---|
+|Revenue|$2023,134.902|$2022,116.609|$2021,117.929|
+|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|$13.77|
+|Weighted-average shares used to compute earnings per share attributable to Class A and Class B common stockholders:| |
+|Basic|2,574|2,687|2,815|
+|Diluted|2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+
+| |Year Ended December 31|
+|---|---|
+|Net income|$ 2023 39,098 $ 2022 23,200 $ 2021 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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+|Shares|Par Value|Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|2,849|$ -|$ 50,018|$ 927|$ 77,345|$ 128,290|
+|45|-|-|-|-|-|
+|(17)|-|$ (3,371)|-|$ (2,144)|$ (5,515)|
+|-|-|$ 9,164|-|-|$ 9,164|
+|(136)|-|-|-|$ (44,810)|$ (44,810)|
+|-|-|-|$ (1,620)|-|$ (1,620)|
+|-|-|-|-|$ 39,370|$ 39,370|
+|2,741|-|$ 55,811|$ (693)|$ 69,761|$ 124,879|
+|54|-|-|-|-|-|
+|(20)|-|$ (3,359)|-|$ (236)|$ (3,595)|
+|-|-|$ 11,992|-|-|$ 11,992|
+|(161)|-|-|-|$ (27,926)|$ (27,926)|
+|-|-|-|$ (2,837)|-|$ (2,837)|
+|-|-|-|-|$ 23,200|$ 23,200|
+|2,614|-|$ 64,444|$ (3,530)|$ 64,799|$ 125,713|
+|65|-|-|-|-|-|
+|(26)|-|$ (5,218)|-|$ (1,794)|$ (7,012)|
+|-|-|$ 14,027|-|-|$ 14,027|
+|(92)|-|-|-|$ (20,033)|$ (20,033)|
+|-|-|-|$ 1,375|-|$ 1,375|
+|-|-|-|-|$ 39,098|$ 39,098|
+|2,561|$ -|$ 73,253|$ (2,155)|$ 82,070|$ 153,168|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+**Cash flows from operating activities**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|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**
+| |2023|2022|2021|
+|---|---|---|---|
+|Taxes paid related to net share settlement of equity awards|(7,012)|(3,595)|(5,515)|
+|Repurchases of Class A common stock|(19,774)|(27,956)|(44,537)|
+|Proceeds from issuance of long-term debt, net|8,455|9,921|—|
+|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: 2023 - $113, 2022 - ($638), 2021 - ($474)
+
+Net increase (decrease) in cash, cash equivalents, and restricted cash: 2023 - $27,231, 2022 - ($1,269), 2021 - ($1,089)
+
+Cash, cash equivalents, and restricted cash at beginning of the period: 2023 - $15,596, 2022 - $16,865, 2021 - $17,954
+
+Cash, cash equivalents, and restricted cash at end of the period: 2023 - $42,827, 2022 - $15,596, 2021 - $16,865
+
+**Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets**
+| |2023|2022|2021|
+|---|---|---|---|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(In millions)
+
+| |Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Cash paid for income taxes, net|$6,607|$6,407|$8,525| |
+|Cash paid for interest, net of amounts capitalized|$448|$0|$0| |
+|Non-cash investing and financing activities:| | | | |
+|Property and equipment in accounts payable and accrued expenses and other current liabilities|$4,105|$3,319|$3,404| |
+|Acquisition of businesses in accrued expenses and other current liabilities and other liabilities|$119|$291|$73| |
+|Other current assets through financing arrangement in accrued expenses and other current liabilities|$15|$16|$508| |
+|Repurchases of Class A common stock in accrued expenses and other current liabilities|$474|$310|$340| |
+
+See Accompanying Notes to Consolidated Financial Statements.
+
+94
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## META PLATFORMS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+### Note 1. Summary of Significant Accounting Policies
+
+#### Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+#### Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+#### Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+#### Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+
+Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
+
+Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent.
+
+#### Advertising Revenue
+
+Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising
+
+95
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers.
+
+For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
+
+We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration.
+
+## Reality Labs Revenue
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration RL expects to be entitled to in exchange for the products.
+
+## Other Revenue
+
+Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources.
+
+## Cost of Revenue
+
+Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs.
+
+## Content Costs
+
+Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Share-based Compensation
+
+Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur.
+
+## Income Taxes
+
+We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
+
+We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment.
+
+We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income.
+
+We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions.
+
+## Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+and 2022. In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023.
+
+## 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:
+
+- Level 1- Quoted prices in active markets for identical assets or liabilities.
+- Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
+- Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.
+
+Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.
+
+## Accounts Receivable and Allowances
+
+Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and
+
+98
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial.
+
+## Property and Equipment
+
+Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.
+
+### Estimated Useful Lives of Property and Equipment:
+
+|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 and depreciated or amortized over the revised estimated useful life.
+
+Servers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held within CIP are not depreciated. CIP is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets.
+
+The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.
+
+## Lease Obligations
+
+Our operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are
+
+Signature Pages:
+
+|Signer|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Expensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities.
+
+For leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement.
+
+Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
+
+As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is based on our understanding of what our credit rating would be in a similar economic environment.
+
+Operating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on our consolidated balance sheets.
+
+Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms.
+
+During the year ended December 31, 2023 and 2022, we recorded net impairment losses of $2.43 billion and $2.22 billion in aggregate for operating lease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts. The fair values of the impaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs. The assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows. For additional information regarding our restructuring efforts, see Note 3 — Restructuring.
+
+## Loss Contingencies
+
+We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we record such losses as general and administrative expenses on our consolidated statements of income and disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material.
+
+## Business Combinations
+
+We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Goodwill and Intangible Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+## Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+## Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended.
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 1, 2024|
+|Sheryl Sandberg|March 1, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
+
+102
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 2. Revenue
+
+Revenue disaggregated by revenue source and by segment consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Advertising|$2023 131,948|$2022 113,642|$2021 114,934|
+|Other revenue|$1,058|$808|$721|
+|Family of Apps|133,006|114,450|115,655|
+|Reality Labs|1,896|2,159|2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|United States and Canada|$2023 52,888|$2022 50,150|$2021 51,541|
+|Europe|31,210|26,681|29,057|
+|Asia-Pacific|36,154|27,760|26,739|
+|Rest of World|14,650|12,018|10,592|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Notes:
+
+1. United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+2. China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively.
+3. Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
+
+Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year.
+
+### Signature Page
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 1, 2024|
+|Jane Smith|January 2, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 3. Restructuring
+
+### 2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31, 2023|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+Balance as of January 1, 2023: Severance Liabilities -
+
+- Severance and other personnel costs: $1,097
+- Cash payments: ($1,021)
+
+Balance as of December 31, 2023: $76
+
+### 2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows (in millions):
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2022|Year Ended December 31, 2022|Year Ended December 31, 2022|
+|---|---|---|
+| |Severance and Facilities Consolidation|Other Personnel Costs|Data Center Assets(1)|Total|Severance and Facilities Consolidation|Other Personnel Costs|Data Center Assets|Total|
+|Cost of revenue|$177|$—|$(224)|$(47)|$154|$—|$1,341|$1,495|
+|Research and development|$1,581|$(9)|$—|$1,572|$1,311|$408|$—|$1,719|
+|Marketing and sales|$396|$(1)|$—|$395|$404|$234|$—|$638|
+|General and administrative|$352|$(17)|$—|$335|$426|$333|$—|$759|
+|Total|$2,506|$(27)|$(224)|$2,255|$2,295|$975|$1,341|$4,611|
+
+(1) Relates to changes in estimates in our data center restructuring charges recorded during 2022.
+
+Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively.
+
+The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+- Balance as of January 1, 2022: Severance Liabilities -
+- Severance and other personnel costs: $975
+- Cash payments: $(203)
+- Balance as of December 31, 2022: $772
+- Adjustments and foreign exchange: $(35)
+- Cash payments: $(737)
+- Balance as of December 31, 2023: $—
+
+105
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+## Note 4. Earnings per Share
+
+We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both
+Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common
+shares outstanding for the period.
+
+Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For
+the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our
+Equity Incentive Plan.
+
+In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common
+stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by
+dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.
+
+For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were
+excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material
+for the year ended December 31, 2021.
+
+Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
+
+The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per
+share amounts):
+
+**Year Ended December 31**
+| |Class A 2023|Class B 2023|Class A 2022|Class B 2022|Class A 2021|Class B 2021|
+|---|---|---|---|---|---|---|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Basic EPS|$15.19|$15.19|$8.63|$8.63|$13.99|$13.99|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Reallocation of net income as a result of conversion of Class B to Class A common stock|$5,376|—|$3,471|—|$6,042|—|
+|Reallocation of net income to Class B common stock|—|($112)|—|($19)|—|($93)|
+|Net income for diluted EPS|$39,098|$5,264|$23,200|$3,452|$39,370|$5,949|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Conversion of Class B to Class A common stock|354|—|402|—|432|—|
+|Weighted-average effect of dilutive RSUs|55|—|15|—|44|—|
+|Shares used in computation of diluted earnings per share|2,629|354|2,702|402|2,859|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+
+106
+---
+# Meta Platforms, Inc. - Financial Instruments
+
+# Table of Contents
+
+## Note 5. Financial Instruments
+
+Instruments Measured at Fair Value
+
+We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing
+sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to
+develop the estimated fair value are unobservable inputs that are not supported by market activity.
+
+The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value
+hierarchy (in millions):
+
+**Fair Value Measurement at Reporting Date Using**
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Fair Value Measurement at Reporting Date Using
+
+|Description|December 31, 2022|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,176| | | |
+|Cash equivalents: Money market funds|$8,305|$8,305| | |
+|Cash equivalents: U.S. government and agency securities|$16|$16| | |
+|Cash equivalents: Time deposits|$156| |$156| |
+|Cash equivalents: Corporate debt securities|$28| |$28| |
+|Total cash and cash equivalents|$14,681|$8,321|$184| |
+|Marketable securities: U.S. government securities|$8,708|$8,708| | |
+|Marketable securities: U.S. government agency securities|$4,989|$4,989| | |
+|Marketable securities: Corporate debt securities|$12,335| |$12,335| |
+|Marketable securities: Marketable equity securities|$25|$25| | |
+|Total marketable securities|$26,057|$13,722|$12,335| |
+|Restricted cash equivalents|$583|$583| | |
+|Other assets|$157| | |$157|
+|Total|$41,478|$22,626|$12,519|$157|
+
+## Unrealized Losses
+
+The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023 and 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):
+
+### December 31, 2023
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$336|$7,041|$7,377|
+|U.S. government agency securities|$71|$3,225|$3,296|
+|Corporate debt securities|$647|$10,125|$10,772|
+|Total|$1,054|$20,391|$21,445|
+
+### December 31, 2022
+
+| |Less than 12 months|12 months or greater|Total|
+|---|---|---|---|
+|U.S. government securities|$5,008|$3,499|$8,507|
+|U.S. government agency securities|$524|$4,415|$4,939|
+|Corporate debt securities|$4,555|$7,256|$11,811|
+|Total|$10,087|$15,170|$25,257|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+
+### 108
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Contractual Maturities
+
+The following table classifies our marketable debt securities by contractual maturities (in millions):
+
+|Due within one year|$ December 31, 2023|7,120|
+|---|---|---|
+|Due after one year to five years| |16,421|
+|Total| |23,541|
+
+## Instruments Measured at Fair Value on Non-recurring Basis
+
+Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+### Note 6. Non-marketable Equity Securities
+
+Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):
+
+| |2023|December 31|2022|
+|---|---|---|---|
+|Initial cost|$ 6,389|$ 6,388| |
+|Cumulative upward adjustments|293|293| |
+|Cumulative impairment/downward adjustments|(599)|(497)| |
+|Carrying value|6,083|6,184| |
+|Non-marketable equity securities under equity method|58|17| |
+|Total|$ 6,141|$ 6,201| |
+
+During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.
+
+### Signature Pages
+
+|Name|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 7. Property and Equipment
+
+|Property and Equipment|2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023) and $104,493 (December 31, 2022)
+
+Less: Accumulated depreciation: ($33,134) (2023) and ($24,975) (December 31, 2022)
+
+Property and equipment, net: $96,587 (2023) and $79,518 (December 31, 2022)
+
+Construction in progress includes costs related to construction of data centers, network infrastructure, and servers. It also includes components stored by suppliers.
+
+Depreciation expense on property and equipment and servers and network assets for the years ended December 31, 2023, 2022, and 2021 is provided. Interest expense related to construction in progress assets was capitalized in 2023.
+
+Impairment losses for leasehold improvements assets were recorded in 2023 and 2022 as part of restructuring efforts.
+
+## Note 8. Leases
+
+|Lease Costs|2023|2022|2021|
+|---|---|---|---|
+|Amortization of right-of-use assets|$349|$380|$344|
+|Interest|$20|$16|$15|
+|Operating lease cost|$2,091|$1,857|$1,540|
+|Variable lease cost and other, net|$580|$363|$272|
+|Total lease cost|$3,040|$2,616|$2,171|
+
+Details of non-cancelable operating and finance lease agreements are provided. Lease costs for the years are broken down into various components.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.
+
+Supplemental balance sheet information related to lease liabilities is as follows:
+
+|Weighted-average remaining lease term:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+
+|Weighted-average discount rate:|2023|December 31, 2022|
+|---|---|---|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):
+
+|2024|Operating Leases|Finance Leases|
+|---|---|---|
+|$2,219|$111| |
+|2025|$2,330|$64|
+|2026|$2,264|$64|
+|2027|$2,233|$60|
+|2028|$2,112|$60|
+|Thereafter|$12,491|$492|
+
+Total undiscounted cash flows: $23,649 (2023) and $851 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+Lease liabilities, current: $1,623 (2023) and $90 (December 31, 2022)
+
+Lease liabilities, non-current: $17,226 (2023) and $600 (December 31, 2022)
+
+Present value of lease liabilities: $18,849 (2023) and $690 (December 31, 2022)
+
+(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+111
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+| |Year Ended December 31,|2023|2022|2021|
+|---|---|---|---|---|
+|Cash paid for amounts included in the measurement of lease liabilities:| | | | |
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406| |
+|Operating cash flows for finance leases|$20|$16|$15| |
+|Financing cash flows for finance leases|$1,058|$850|$677| |
+|Lease liabilities arising from obtaining right-of-use assets:| | | | |
+|Operating leases|$4,370|$4,366|$4,466| |
+|Finance leases|$588|$223|$160| |
+
+(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.
+
+## Note 9. Acquisitions, Goodwill, and Intangible Assets
+
+During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.
+
+| |Family of Apps|Reality Labs|Total|
+|---|---|---|---|
+|Goodwill at December 31, 2021|$18,458|$739|$19,197|
+|Acquisitions|$773|$364|$1,137|
+|Adjustments|$19|($47)|($28)|
+|Goodwill at December 31, 2022|$19,250|$1,056|$20,306|
+|Acquisitions|$0|$357|$357|
+|Adjustments|($4)|($5)|($9)|
+|Goodwill at December 31, 2023|$19,246|$1,408|$20,654|
+
+### Signature Pages
+
+|Signer|Date|Signature|
+|---|---|---|
+|Mark Zuckerberg|March 1, 2024|| Mark Zuckerberg | March 1, 2024 | |-----------------|-----------------||
+|Sheryl Sandberg|March 1, 2024|| Sheryl Sandberg | March 1, 2024 | |-----------------|-------------------||
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+# Table of Contents
+
+|Weighted-Average Remaining Useful Lives (in years)|December 31, 2023|December 31, 2022|
+|---|---|---|
+|Acquired technology|4.7|$478|($182)|$296|$507|($144)|$363|
+|Acquired patents|2.4|$287|($233)|$54|$380|($289)|$91|
+|Other|2.3|$28|($15)|$13|$86|($25)|$61|
+
+Total finite-lived assets
+
+| |Gross Carrying Amount|Accumulated Amortization|Net Carrying Amount|
+|---|---|---|---|
+|December 31, 2023|$793|($430)|$363|
+|December 31, 2022|$973|($458)|$515|
+
+Total indefinite-lived assets
+
+| |Amount|
+|---|---|
+|December 31, 2023|$425|
+|December 31, 2022|$382|
+
+Total intangible assets
+
+| |Amount|Accumulated Amortization|Net Carrying Amount|
+|---|---|---|---|
+|December 31, 2023|$1,218|($430)|$788|
+|December 31, 2022|$1,355|($458)|$897|
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+Expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter (in millions):
+
+|2024|2025|2026|2027|2028|Thereafter|Total|
+|---|---|---|---|---|---|---|
+|$136|$97|$46|$24|$15|$45|$363|
+
+113
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Meta Platforms, Inc. - Long-term Debt
+
+## Table of Contents
+
+Note 10. Long-term Debt
+
+As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+May 2023 debt:
+
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|---|---|---|---|---|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+Total face amount of long-term debt: $18,500
+
+Unamortized discount and issuance costs, net: ($115) ($77)
+
+Long-term debt: $18,385 $9,923
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+- 2024 through 2026: $—
+- 2027: $2,750
+- 2028: $1,500
+- Thereafter: $14,250
+
+Total outstanding debt: $18,500
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 11. Liabilities
+
+The components of accrued expenses and other current liabilities are as follows (in millions):
+
+| |December 31, 2023|December 31, 2022|
+|---|---|---|
+|Legal-related accruals (1)|$6,592|$4,795|
+|Accrued compensation and benefits|$6,659|$4,591|
+|Accrued property and equipment|$2,213|$2,921|
+|Accrued taxes|$3,655|$2,339|
+|Other current liabilities|$5,506|$4,906|
+
+Accrued expenses and other current liabilities: $24,625 (2023) / $19,552 (2022)
+
+(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.
+
+## The components of other liabilities are as follows (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+
+Other liabilities: $8,884 (2023) / $7,764 (2022)
+
+## Note 12. Commitments and Contingencies
+
+### Contractual Commitments
+
+We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, primarily related to investments in servers, network infrastructure, and consumer hardware products in Reality Labs.
+
+Schedule of non-cancelable contractual commitments:
+
+|Year|Amount (in millions)|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, we have entered into multi-year agreements for renewable energy and server components without fixed volume or price commitments. The estimated spend related to renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, with the majority due beyond five years.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+## Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.
+
+We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.
+
+On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.
+
+Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).
+
+Competition
+
+We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## 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...
+
+## Youth-Related Actions
+
+Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms...
+
+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...
+
+## Securities and Exchange Commission
+
+...
+
+## Financial Statements
+
+...
+
+## Management Discussion and Analysis
+
+...
+
+## Signatures
+
+|Name|Date|
+|---|---|
+|Mark Zuckerberg|March 15, 2023|
+|Sheryl Sandberg|March 15, 2023|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+...
+
+## Addiction Product Liability Personal Injury Litigation
+
+On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users.
+
+## Other Actions
+
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.
+
+Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.
+
+In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties.
+
+## Indemnifications
+
+In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations.
+
+It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2023.
+
+### Signature Pages
+
+|Signatory|Date|
+|---|---|
+|John Doe|January 15, 2024|
+|Jane Smith|January 16, 2024|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 13. Stockholders' Equity
+
+### Common Stock
+
+Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.
+
+As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+### Capital Return Program
+
+#### Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+
+#### Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+### Share-based Compensation Plan
+
+We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.
+
+On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements
+of income (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Cost of revenue|$2023 740|$2022 768|$2021 577|
+|Research and development|11,429|9,361|7,106|
+|Marketing and sales|952|1,004|837|
+|General and administrative|906|859|644|
+|Total share-based compensation expense|$14,027|$11,992|$9,164|
+
+The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:
+
+| |Number of Shares (in thousands)|Weighted-Average Grant Date Fair Value Per Share|
+|---|---|---|
+|Unvested at December 31, 2022|127,110|$216.93|
+|Granted|112,066|$202.46|
+|Vested|(65,402)|$210.74|
+|Forfeited|(24,712)|$210.39|
+|Unvested at December 31, 2023|149,062|$209.85|
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.
+The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,
+$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,
+and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized
+compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service
+conditions.
+
+Note 14. Interest and Other Income (Expense), Net
+
+The following table presents the detail of interest and other income (expense), net (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Interest income|$2023 1,639|$2022 461|$2021 484|
+|Interest expense|(446)|(185)|(23)|
+|Foreign currency exchange losses, net|(366)|(81)|(140)|
+|Other income (expense), net|(150)|(320)|210|
+|Interest and other income (expense), net|$677|($125)|$531|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 15. Income Taxes
+
+### The components of income before provision for income taxes are as follows (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Domestic|$43,499 (2023) $25,025 (2022) $43,669 (2021)|
+|Foreign|$3,929 (2023) $3,794 (2022) $3,615 (2021)|
+|Income before provision for income taxes|$47,428 (2023) $28,819 (2022) $47,284 (2021)|
+
+### The provision for income taxes consists of the following (in millions):
+
+| |Year Ended December 31|
+|---|---|
+|Current:|2023 2022 2021|
+|Federal|$4,934 $6,094 $4,971|
+|State|$577 $874 $548|
+|Foreign|$2,688 $1,928 $1,786|
+|Total current tax expense|$8,199 $8,896 $7,305|
+|Deferred:| |
+|Federal|$67 ($2,776) $585|
+|State|$123 ($405) $43|
+|Foreign|($59) ($96) ($19)|
+|Total deferred tax (benefits)/expense|$131 ($3,277) $609|
+|Provision for income taxes|$8,330 $5,619 $7,914|
+
+### A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):
+
+| |Year Ended December 31|
+|---|---|
+|U.S. federal statutory income tax rate|2023 21.0% 2022 21.0% 2021 21.0%|
+|State income taxes, net of federal benefit|1.1 1.0 1.0|
+|Share-based compensation|(0.6) 2.6 (1.7)|
+|Research and development tax credits|(1.5) (2.4) (1.3)|
+|Foreign-derived intangible income deduction|(4.3) (7.0) (3.5)|
+|Effect of non-U.S. operations|0.9 3.0 0.9|
+|Other|1.0 1.3 0.3|
+|Effective tax rate|17.6% 19.5% 16.7%|
+
+## 122
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Table of Contents
+
+|Deferred tax assets:|2023|December 31, 2022|
+|---|---|---|
+|Loss carryforwards|$353|$234|
+|Tax credit carryforwards|2,028|1,576|
+|Share-based compensation|459|368|
+|Accrued expenses and other liabilities|2,168|1,627|
+|Lease liabilities|3,752|3,200|
+|Capitalized research and development|9,292|8,175|
+|Unrealized losses in securities and investments|232|489|
+|Other|487|621|
+|Total deferred tax assets|18,771|16,290|
+|Less: valuation allowance|(2,879)|(2,493)|
+|Deferred tax assets, net of valuation allowance|15,892|13,797|
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period.
+
+|Year Ended December 31|
+|---|
+|Gross unrecognized tax benefits - beginning of period|$10,757|$9,807|$8,692|
+|Increases related to prior year tax positions|168|210|328|
+|Decreases related to prior year tax positions|(264)|(172)|(86)|
+|Increases related to current year tax positions|1,204|1,166|963|
+|Decreases related to settlements of prior year tax positions|(199)|(254)|(90)|
+|Gross unrecognized tax benefits - end of period|$11,666|$10,757|$9,807|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.
+
+We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.
+
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.
+
+We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.
+
+We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+
+124
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Note 16. Segment and Geographical Information
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
+
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+|Revenue|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Family of Apps|$133,006|$114,450|$115,655| |
+|Reality Labs|$1,896|$2,159|$2,274| |
+|Total Revenue|$134,902|$116,609|$117,929| |
+
+**Income (Loss) from Operations**
+| |Family of Apps|Reality Labs|Total Income from Operations|
+|---|---|---|---|
+| |$62,871|($16,120)|$46,751|
+| |$42,661|($13,717)|$28,944|
+| |$56,946|($10,193)|$46,753|
+
+For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
+
+**Long-Lived Assets by Geographic Area**
+|United States|$91,940|$76,334|
+|---|---|---|
+|Rest of the World (1)|$17,941|$15,857|
+|Total Long-Lived Assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+
+______________________________________
+
+125
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+None.
+
+## Item 9A. Controls and Procedures
+
+### Evaluation of Disclosure Controls and Procedures
+
+Our
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website
+(investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or
+waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
+
+Item 11. Executive Compensation
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+
+The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with
+the SEC within 120 days of the fiscal year ended December 31, 2023.
+
+127
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+1. Consolidated Financial Statements:
+- Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) - Page 85
+- Consolidated Balance Sheets - Page 89
+- Consolidated Statements of Income - Page 90
+- Consolidated Statements of Comprehensive Income - Page 91
+- Consolidated Statements of Stockholders' Equity - Page 92
+- Consolidated Statements of Cash Flows - Page 93
+- Notes to Consolidated Financial Statements - Page 95
+2. Financial Statement Schedules
+All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
+3. Exhibits
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021| |
+|3.2|Amended and Restated Bylaws.|8-K|001-35551|3.2|October 28, 2021| |
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022| |
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022| |
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022| |
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022| |
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023| |
+|4.6|Description of Registrant's Capital Stock.| | |X| | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019| |
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023| |
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023| |
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012| |
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|File No.|Exhibit|Filing Date|Herewith|
+|---|---|---|---|---|---|---|
+|10.2(E)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.1|July 27, 2017| |
+|10.2(F)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 26, 2018| |
+|10.2(G)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-K|001-35551|10.3(G)|January 31, 2019| |
+|10.2(H)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 25, 2019| |
+|10.2(I)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|April 30, 2020| |
+|10.2(J)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.2|July 29, 2021| |
+|10.2(K)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.3|April 28, 2022| |
+|10.2(L)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms)|10-Q|001-35551|10.1|April 27, 2023| |
+|10.3+|Amended and Restated Bonus Plan, effective January 1, 2023|10-Q|001-35551|10.1|October 26, 2023| |
+|10.4+|Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg|S-1|333-179287|10.6|February 8, 2012| |
+|10.5+|Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox|10-Q|001-35551|10.1|April 29, 2021| |
+|10.6+|Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan|10-K|001-35551|10.8|February 2, 2023| |
+|10.7+|Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth|10-Q|001-35551|10.3|April 27, 2023| |
+|10.8+|Offer Letter, dated November 1, 2022, between Registrant and Susan Li|10-Q|001-35551|10.4|April 27, 2023| |
+|10.9+|Form of Executive Officer Offer Letter|10-Q|001-35551|10.3|July 25, 2019| |
+|10.10+|Director Compensation Policy, as amended|10-Q|001-35551|10.5|April 27, 2023| |
+|10.11+|Deferred Compensation Plan for Non-Employee Directors|10-K|001-35551|10.12|February 2, 2023| |
+|10.12+|Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg|10-Q|001-35551|10.2|April 29, 2021| |
+|21.1|List of Subsidiaries| | | | |X|
+|23.1|Consent of Independent Registered Public Accounting Firm| | | | |X|
+|31.1|Certification of Mark Zuckerberg, Chief Executive Officer| | | | |X|
+|31.2|Certification of Susan Li, Chief Financial Officer| | | | |X|
+|32.1#|Certification of Mark Zuckerberg, Chief Executive Officer| | | | |X|
+
+Page 129
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Exhibit Number|Exhibit Description|Form|Filed|
+|---|---|---|---|
+|32.2#|Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.| |X|
+|97.1|Compensation Recoupment Policy.| |X|
+|101.INS|Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).| |X|
+|101.SCH|Inline XBRL Taxonomy Extension Schema Document.| |X|
+|101.CAL|Inline XBRL Taxonomy Extension Calculation Linkbase Document.| |X|
+|101.DEF|Inline XBRL Taxonomy Extension Definition Linkbase Document.| |X|
+|101.LAB|Inline XBRL Taxonomy Extension Labels Linkbase Document.| |X|
+|101.PRE|Inline XBRL Taxonomy Extension Presentation Linkbase Document.| |X|
+|104|Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).| |X|
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## SIGNATURES
+
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
+10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024.
+
+META PLATFORMS, INC.
+
+Date: February 1, 2024
+
+|Signatory|Signature|
+|---|---|
+|Susan Li|Chief Financial Officer|
+
+131
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## POWER OF ATTORNEY
+
+KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# DESCRIPTION OF CAPITAL STOCK
+
+The following description of capital stock of Meta Platforms, Inc. (the “company,” “we,” “us” and “our”) summarizes certain provisions of our amended
+and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
+reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this
+Annual Report on Form 10-K.
+
+Our authorized capital stock consists of 9,241,000,000 shares, consisting of:
+
+- 5,000,000,000 shares of Class A common stock, $0.000006 par value per share;
+- 4,141,000,000 shares of Class B common stock, $0.000006 par value per share;
+- 100,000,000 shares of preferred stock, $0.000006 par value per share.
+
+## Common Stock
+
+### Dividend Rights
+
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
+entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times
+and in the amounts that our board of directors may determine.
+
+### Voting Rights
+
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
+The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could
+require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances.
+
+- If we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to
+increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment.
+- If we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special
+rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed
+amendment.
+
+Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and
+restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,
+when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be
+assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the
+combined voting power of common stock.
+
+### No Preemptive or Similar Rights
+
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Right to Receive Liquidation Distributions
+
+Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
+of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
+any, on any outstanding shares of preferred stock.
+
+# Conversion
+
+The outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock
+may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of
+Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of
+Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain
+transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the
+stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
+converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
+
+# Preferred Stock
+
+Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
+to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
+qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
+shares of that series then outstanding, without any further vote or action by our stockholders. Our
+---
+# Meta Platforms, Inc. - Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, including the following:
+
+Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
+
+Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Annual Report
+
+Stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.
+
+## Advance Notice Requirements for Stockholder Proposals and Director Nominations
+
+Our amended and restated
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+# List of Subsidiaries - Meta Platforms, Inc.
+
+|Subsidiary Name|Incorporation|
+|---|---|
+|Cassin Networks ApS|Denmark|
+|Edge Network Services Limited|Ireland|
+|Facebook Circularity, LLC|Delaware|
+|Facebook Holdings, LLC|Delaware|
+|Facebook India Online Services Private Limited|India|
+|Facebook Operations, LLC|Delaware|
+|Facebook Procurement LLC|Delaware|
+|Facebook Serviços Online Do Brasil Ltda.|Brazil|
+|Facebook UK Limited|United Kingdom|
+|FCL Tech Limited|Ireland|
+|Goldframe LLC|Delaware|
+|Greater Kudu LLC|Delaware|
+|Hibiscus Properties, LLC|Delaware|
+|Instagram, LLC|Delaware|
+|Malkoha Pte. Ltd.|Singapore|
+|Meta Payments Inc.|Florida|
+|Meta Platforms Ireland Limited|Ireland|
+|Meta Platforms Technologies, LLC|Delaware|
+|Morning Hornet LLC|Delaware|
+|Pinnacle Sweden AB|Sweden|
+|Raven Northbrook LLC|Delaware|
+|Redale LLC|Delaware|
+|Runways Information Services Limited|Ireland|
+|Scout Development, LLC|Delaware|
+|Siculus, Inc.|Delaware|
+|Sidecat LLC|Delaware|
+|Stadion LLC|Delaware|
+|Starbelt LLC|Delaware|
+|Vitesse, LLC|Delaware|
+|WhatsApp LLC|Delaware|
+|Winner LLC|Delaware|
+|Woolhawk LLC|Delaware|
+---
+# Meta Platforms, Inc. - Consent of Independent Registered Public Accounting Firm
+
+## Consent of Independent Registered Public Accounting Firm
+
+We consent to the incorporation by reference in the following Registration Statements:
+
+1. Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+2. Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+3. Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+4. Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+5. Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+6. Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+7. Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.
+8. Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc.
+9. Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+
+of our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in this Annual Report (Form 10-K) of Meta Platforms, Inc. for the year ended December 31, 2023.
+
+/s/ Ernst & Young LLP
+San Mateo, California
+February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# EXHIBIT 31.1
+
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification of Periodic Report
+
+## Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
+
+I, Susan Li, certify that:
+
+I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;
+Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
+Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Certification Pursuant to 18 U.S.C. Section 1350
+
+## CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
+
+AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+I, Mark Zuckerberg, Board Chair and Chief Executive Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+Mark Zuckerberg
+Board Chair and Chief Executive Officer
+(Principal Executive Officer)
+---
+# Meta Platforms, Inc. - Certification Pursuant to 18 U.S.C. Section 1350
+
+## Certification Pursuant to 18 U.S.C. Section 1350
+
+I, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
+- the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Date: February 1, 2024
+
+|Signature:|Susan Li|
+|---|---|
+|Title:|Chief Financial Officer (Principal Financial Officer)|
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# Meta Platforms, Inc. Compensation Recoupment Policy
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## Definitions
+
+For the purposes of this Policy, the following terms shall have the meanings set forth below:
+
+- Committee: means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no
+Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of
+independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members
+of the Board.
+- Covered Compensation: means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment
+Period.
+- Effective Date: means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+- Exchange Act: means the U.S. Securities Exchange Act of 1934, as amended.
+- Executive Officer: means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or
+if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,
+administration or finance), (v) any other officer who performs a policy-making function for the Company, and more.
+- Financial Reporting Measure: means any measure that is determined and presented in accordance with the accounting principles used in
+preparing the Company’s financial statements, stock price measure, or total shareholder return measure.
+---
+# Meta Platforms, Inc. - Financial Restatement Policy
+
+# Financial Restatement Policy
+
+(h) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
+
+- (i) an error in previously issued financial statements that is material to the previously issued financial statements; or
+- (ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current period.
+
+For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
+
+(j) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
+
+(k) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
+
+(l) ��Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
+
+(m) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
+
+## Recoupment of Erroneously Awarded Compensation
+
+(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
+
+(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the
+restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
+
+(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously
+Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the
+independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
+
+(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy
+would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be
+impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a
+reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide
+that documentation to the Nasdaq;
+
+(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which
+benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal
+Revenue Code of 1986, as amended (the “Code”).
+
+(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in
+connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up
+payments.
+
+(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered
+from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation
+previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-
+based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates
+to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery
+action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less
+than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive
+pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the
+Code) shall be made in compliance with Section 409A of the Code.
+
+3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the
+Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power
+and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)
+make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply
+with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to
+the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its
+sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
+
+4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or
+terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of
+Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or
+obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules
+and regulations. Unless otherwise required
+---
+by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
+
+5. Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
+
+6. Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
+
+7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.
+
+8. Miscellaneous.
+
+(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan thereto.
+
+(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
+
+(c) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
+# Meta Platforms, Inc. - Annual Report
+
+# Meta Platforms, Inc. - Annual Report
+
+SECURITIES AND EXCHANGE COMMISSION
+Washington, D.C. 20549
+
+FORM 10-K
+
+(Mark One)
+
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+
+For the fiscal year ended December 31, 2023
+
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or
+
+For the transition period from ______ to ______
+
+Commission File Number: 001-35551
+
+Meta Platforms, Inc.
+Meta
+
+Securities registered pursuant to Section 12(b) of pe Act:
+
+Title of each class
+Trading symbol(s)
+Name of each exchange on which registered
+
+Class A Common Stock, $0.000006 par value
+
+Trading symbol(s): META
+
+Name of each exchange on which registered: The Nasdaq Stock Market LLC
+
+Securities registered pursuant to Section 12(g) of pe 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
+---
+DOCUMENTS INCORPORATED BY REFERENCE
+---
+# Meta Platforms, Inc. - Form 10-K
+
+# Meta Platforms, Inc. - Form 10-K
+
+## TABLE OF CONTENTS
+
+|Note About Forward-Looking Statements|Page 3|
+|---|---|
+|Limitations of Key Metrics and Other Data|Page 4|
+
+## PART I
+
+|Item 1. Business|Page 7|
+|---|---|
+|Item 1A. Risk Factors|Page 15|
+|Item 1B. Unresolved Staff Comments|Page 51|
+|Item 1C. Cybersecurity|Page 51|
+|Item 2. Properties|Page 52|
+|Item 3. Legal Proceedings|Page 52|
+|Item 4. Mine Safety Disclosures|Page 56|
+
+## PART II
+
+|Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities|Page 57|
+|---|---|
+|Item 6. [Reserved]|Page 58|
+|Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations|Page 59|
+|Item 7A. Quantitative and Qualitative Disclosures About Market Risk|Page 82|
+|Item 8. Financial Statements and Supplementary Data|Page 84|
+|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure|Page 126|
+|Item 9A. Controls and Procedures|Page 126|
+|Item 9B. Other Information|Page 126|
+|Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections|Page 126|
+
+## PART III
+
+|Item 10. Directors, Executive Officers and Corporate Governance|Page 127|
+|---|---|
+|Item 11. Executive Compensation|Page 127|
+|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters|Page 127|
+|Item 13. Certain Relationships and Related Transactions, and Director Independence|Page 127|
+|Item 14. Principal Accountant Fees and Services|Page 127|
+
+## PART IV
+
+|Item 15. Exhibit and Financial Statement Schedules|Page 128|
+|---|---|
+|Item 16. Form 10-K Summary|Page 130|
+
+Signatures
+Page 131
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Techniques and Models
+Content goes here...
+
+Family Metrics
+Content goes here...
+
+Facebook Metrics
+Content goes here...
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+The numbers of DAUs and MAUs
+ARPU
+
+discussed in this Annual Report on Form 10-K
+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 pe geographic location of our users
+is estimated based on a number of factors, such as pe user's IP address and self-disclosed location. These factors may not always accurately reflect pe user's actual location. For example, a user may appear to be accessing Facebook from pe location of pe proxy server pat pe user connects to raper pan from pe user's actual location. The mepodologies used to measure our metrics are also susceptible to algoripm or oper technical errors, and our estimates for revenue by user location and revenue by user device are also affected by pese factors.
+
+6
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## PART I
+
+### Item 1. Business
+
+#### Overview
+
+|Element|Description|
+|---|---|
+|Mission|Our mission is to give people the power to build community and bring the world closer together.|
+|Products|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.|
+|Segments|We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL).|
+|Investment Areas|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.|
+|Family of Apps Products|Facebook helps give people the power to build community and bring the world closer together.|
+
+#### Financial Results
+
+|Segment|Revenue Source|
+|---|---|
+|Family of Apps (FoA)|Revenue from selling advertising placements on our family of apps to marketers.|
+|Reality Labs (RL)|Revenue from sales of consumer hardware products, software, and content.|
+
+#### Investments Breakdown
+
+|Year|Segment|Total Investments|
+|---|---|---|
+|2023|Family of Apps (FoA)|$70.13 billion|
+|2023|Reality Labs (RL)|$18.02 billion|
+
+For more detailed financial information, please refer to the complete annual report filed with the Securities and Exchange Commission.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Instagram
+Instagram brings people closer to pe people and pings pey love. Instagram Feed, Stories, Reels, Live, and messaging are places where people and creators can connect and express pemselves prough photos, video, and private messaging, and discover and shop from peir favorite businesses.
+
+Messenger
+Messenger is a simple yet powerful messaging application for people to connect wip friends, family, communities, and businesses across platforms and devices prough text, audio, and video calls.
+
+Threads
+Threads is an application for text-based updates and public conversations, where communities come togeper to discuss topics of interest. People can connect directly wip peir favorite creators and opers who love pe same pings or build a loyal following of peir own to share peir ideas, opinions, and creativity wip pe world.
+
+WhatsApp
+WhatsApp is a simple, reliable, and secure messaging application pat is used by people and businesses around pe world to communicate and transact in a private way. Wipin WhatsApp we launched WhatsApp Channels, a one-to-many broadcast service designed to help people follow information from people and organizations pat are important to pem.
+
+## 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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Competitive Landscape
+Enable marketers to reach peir existing or prospective audiences. We compete to attract, engage, and retain people who use our products, to attract and retain businesses pat use our free or paid business and advertising services, and to attract and retain developers who build compelling applications pat integrate wip our products. We also compete wip companies pat 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 oper companies introduce new products and services, including as part of efforts to develop pe metaverse or innovate prough pe development and application of new technologies such as AI.
+
+Technology
+Our product development philosophy centers on continuous innovation in creating and improving products pat are social by design, which means pat our products are designed to place people and peir social interactions at pe core of pe product experience. As our user base grows, as engagement wip 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 pird parties. Our ability to provide and continue to innovate our products and services depends on pe continued availability of components, power, and network capacity.
+
+Sales and Operations
+The majority of our marketers use our self-service ad platform to launch and manage peir advertising campaigns. We also have a global sales force pat is focused on attracting and retaining advertisers and providing support to pem proughout pe stages of pe marketing cycle from pre-purchase decision-making to real-time optimizations to post-campaign analytics. We work directly wip pese advertisers, as well as prough advertising agencies and resellers. We operate offices in approximately 90 cities around pe globe, pe 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.
+
+Marketing
+Historically, our communities have generally grown organically wip people inviting peir friends to connect wip pem, 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 pe 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 wip pird parties, employee disclosure and invention assignment agreements, and oper contractual rights. In addition, to furper protect our proprietary rights, from time to time we have purchased patents and patent applications from pird parties. We do not believe pat our proprietary technology is dependent on any single patent or copyright or groups of related patents or copyrights. We believe pe duration of our patents is adequate relative to pe expected lives of our products.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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 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 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
+
+10
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Financial Statements
+
+Management Discussion and Analysis
+
+Oper Relevant Disclosures
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Financial Statements
+
+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.
+
+Management Discussion and Analysis
+
+10-K. For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
+
+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
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Compensation, Benefits, Healp, 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of Contents
+
+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.
+
+SEC Website Information
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Element
+Description
+
+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
+
+Element
+Description
+
+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
+
+## Risks Related to Ownership of Our Class A Common Stock
+
+Element
+Description
+
+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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+User Behavior Changes
+
+Product Development Challenges
+
+User Sentiment Concerns
+
+Information Management
+
+Engaging Third-Party Content
+
+Application Usage and Engagement
+
+Technology Adoption Challenges
+
+Regulatory Impact
+
+Product Limitations in Europe
+
+User Engagement Changes
+
+Technical Challenges
+
+User Experience Impact
+
+Negative User Perception
+
+Long-Term Product Focus
+
+User Account Changes
+
+Technology Initiatives Impact
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Factors Affecting User Engagement
+Third-party initiatives
+Decreased engagement due to taxes or government actions
+Inadequate customer service
+Adverse media reports or negative publicity
+Impact of current or future products
+
+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.
+
+Impact of Marketers on Revenue
+Revenue dependence on advertising
+Loss or reduction in spending by marketers
+Factors affecting advertising revenue
+
+Substantially all of our revenue is currently generated from marketers advertising on Facebook and Instagram. As is common in the industry, our marketers do not have long-term advertising commitments with us. Many of our marketers spend only a relatively small portion of their overall advertising budget with us. Marketers will not continue to do business with us, or they will reduce the budgets they are willing to commit to us, if we do not deliver ads in an effective manner, if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives, or if they are not satisfied for any other reason. We have implemented, and we will continue to implement, changes to our user data practices. Some of these changes reduce our ability to effectively target ads, which has to some extent adversely affected, and will continue to adversely affect, our advertising business. If we are unable to provide marketers with a suitable return on investment, the demand for our ads may not increase, or may decline, in which case our revenue and financial results may be harmed.
+
+Factors Affecting Advertising Revenue
+Decreases in user engagement
+Inability to increase user access and engagement
+Product changes affecting ad display
+Inability to maintain or increase marketer demand
+Inability to maintain or increase ad quantity or quality
+Changes to pird-party policies affecting ad delivery
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Factors Affecting Advertising Effectiveness
+adverse litigation, government actions, or legislative, regulatory, or oper legal developments relating to advertising
+user behavior or product changes impacting traffic to monetized features
+reductions of advertising due to policy enforcement
+availability, accuracy, utility, and security of analytics and measurement solutions
+loss of advertising market share to competitors
+limitations on offering significant products and services in Europe
+limitations on delivering ads to users under 18
+changes in marketing and sales operations for compliance
+decisions by marketers influenced by announcements or negative publicity
+reductions of advertising due to objectionable content or concerns
+effectiveness of ad targeting and user consent to data use
+changes in user engagement wip ads
+changes in ad measurement on mobile devices or personal computers
+success of technologies blocking ads or measurement tools
+changes in marketer base composition
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Impact of Macroeconomic and Geopolitical Conditions
+The impact of macroeconomic and geopolitical conditions, wheper in pe advertising industry in general, or among specific types of marketers or wipin particular geographies, which in turn can have broader effects in oper regions (for example, pe war in Ukraine and service restrictions imposed by pe Russian government have adversely affected our advertising business in Europe and oper regions, and advertiser spending also can be subject to adverse effects from pe Israel-Hamas war).
+
+Factors Affecting Advertising Revenue
+From time to time, certain of pese factors have adversely affected our advertising revenue to varying degrees. The occurrence of any of pese or oper factors in pe future could result in a reduction in demand for our ads, which may reduce pe prices we receive for our ads, or cause marketers to stop advertising wip us altogeper, eiper of which would negatively affect our revenue and financial results.
+
+Impact of Regulatory Environment on Ad Targeting and Measurement Tools
+Our ad targeting and measurement tools incorporate data signals from user activity on websites and services pat we do not control, as well as signals generated wipin our products, and changes to pe regulatory environment, pird-party mobile operating systems and browsers, and our own products have impacted, and we expect will continue to impact, pe availability of such signals, which will adversely affect our advertising revenue.
+
+Impact of Legislative and Regulatory Developments
+Our ad targeting and measurement tools rely on data signals from user activity on websites and services pat we do not control, as well as signals generated wipin 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 pe GDPR, ePrivacy Directive, and CCPA, as amended by pe CPRA, have impacted, and we expect will continue to impact, our ability to use such signals in our ad products.
+
+Impact of Mobile Operating Systems and Browsers
+In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit pe ability of websites and application developers to collect and use pese signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection wip changes to its iOS operating system pat reduce our and oper iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, pe size of pe budgets marketers are willing to commit to us and oper advertising platforms.
+
+Limitations on Targeting and Measurement Capabilities
+These developments have limited our ability to target and measure pe 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 wip iOS changes beginning in 2021. If we are unable to mitigate pese developments as pey take furper effect in pe future, our targeting and measurement capabilities will be materially and adversely affected, which would in turn significantly impact our advertising revenue.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+User Growp, Engagement, and Monetization on Mobile Devices
+
+Our user growp, engagement, and monetization on mobile devices depend upon effective operation wip mobile operating systems, networks, technologies, products, and standards pat we do not control.
+
+The substantial majority of our revenue is generated from advertising on mobile devices. There is no guarantee pat popular mobile devices will continue to feature our products, or pat mobile device users will continue to use our products raper pan competing products. We are dependent on pe interoperability of our products wip popular mobile operating systems, networks, technologies, products, and standards pat we do not control, such as pe Android and iOS operating systems and mobile browsers. Changes, bugs, or technical issues in such systems, or changes in our relationships wip mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in pe content or application of peir terms of service or policies (which pey have made in pe past and continue to seek to implement) pat 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 pe effectiveness of ads, or charge fees related to pe distribution of our products or our delivery of ads have adversely affected, and could in pe future adversely affect, pe usage of our products and monetization on mobile devices. For example, Apple previously released an update to its Safari browser pat limits pe use of pird-party cookies, which reduces our ability to provide pe most relevant ads to our users and impacts monetization, and also released changes to iOS pat limit our ability to target and measure ads effectively, while expanding peir own advertising business. In addition, in January 2024, Google began pe process of phasing out pird-party cookies in its Chrome browser. We expect pat any similar changes to Apple's, Google's, or oper browser or mobile platforms will furper limit our ability to target and measure pe effectiveness of ads and impact monetization. Additionally, in order to deliver high quality mobile products, it is important pat our products work well wip a range of mobile technologies, products, systems, networks, and standards pat we do not control, and pat we have good relationships wip handset manufacturers, mobile carriers, and browser developers. We may not be successful in maintaining or developing relationships wip key participants in pe mobile ecosystem or in developing products pat operate effectively wip pese technologies, products, systems, networks, or standards. In pe event pat it is more difficult for our users to access and use our products on peir mobile devices, or if our users choose not to access or use our products on peir mobile devices or use mobile products pat do not offer access to our products, our user growp and user engagement could be harmed. From time to time, we may also take actions regarding pe distribution of our products or pe 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 wip pe operators of mobile operating systems, handset manufacturers, mobile carriers, browser developers, oper business partners, or advertisers, and pere is no assurance pat pese actions will result in pe anticipated long-term benefits. In pe event pat our users are adversely affected by pese actions or if our relationships wip such pird parties deteriorate, our user growp, engagement, and monetization could be adversely affected and our business could be harmed. We have experienced challenges in operating wip mobile operating systems, networks, technologies, products, and standards pat we do not control, and any such occurrences in pe future may negatively impact our user growp, engagement, and monetization on mobile devices, which may in turn materially and adversely affect our business and financial results.
+
+New Products and Changes to Existing Products
+
+Our new products and changes to existing products could fail to attract or retain users or generate revenue and profits, or operwise 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, bop independently and in conjunction wip developers or oper pird parties. We may introduce significant changes to our existing products or acquire or introduce new and unproven products, including using technologies wip which we have little or no prior development or operating experience. For example, we have relatively limited experience wip consumer hardware products and virtual and augmented reality technology, which may adversely affect our ability to successfully develop and market pese 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 wip pese efforts.
+
+In addition, we have invested, and expect to continue to invest, significant resources in growing our messaging products to support increasing usage of such products. We have historically monetized messaging in only a limited fashion, and we may not be successful in our efforts to generate meaningful revenue or profits from messaging over pe 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We make product and investment decisions
+
+We frequently make product and investment decisions that may not prioritize short-term financial results if we
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Actions Impacting Brands
+Content regarding user privacy, data use, encryption, etc.
+Actions affecting reputation and brands
+Challenges wip user experience and undesirable activity
+
+Actions Affecting Brands
+Hostile or inappropriate user actions
+Misleading information dissemination
+Efforts to obtain user information by governments
+
+Maintaining and Enhancing Brands
+Investments required for brand promotion
+Challenges eroding confidence in brands
+Impact on business and financial results
+
+Developers and Applications
+Investments in developer enablement
+Challenges in developer success and user engagement
+Efforts to maintain developer relations
+---
+# Meta Platforms, Inc. - Risks Related to Business Operations and Financial Results
+
+# Risks Related to Our Business Operations and Financial Results
+
+Competition
+Our business is highly competitive. Competition presents an ongoing preat to pe 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our Safety and Security Efforts
+Our Ability to Distribute Products
+Our Ability to Monetize Products
+Ads Displayed by Us or Competitors
+Customer Service and Support Efforts
+Marketing and Selling Efforts
+Developers' Interest in Building Applications
+Publisher Interest in Integrating Content
+Changes Mandated by Legislation
+Acquisitions or Consolidation
+Talent Acquisition and Retention
+Cost-Effective Operations Management
+Reputation and Brand Strengp
+
+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.
+
+Factors Influencing Financial Results
+Our ability to maintain and grow our user base and user engagement
+Our ability to attract and retain marketers
+Our ability to recognize revenue or collect payments
+Fluctuations in spending by marketers
+Ads shown to users
+Success of ad-blocking technologies
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Changes to Third-Party Policies
+Changes by mobile operating system and browser providers such as Apple and Google
+
+Pricing of Ads and Products
+The diversification and growp of revenue sources beyond advertising on Facebook and Instagram
+
+Revenue Generation
+Ability to generate revenue from Payments, consumer hardware products, or oper future products
+
+Product Development
+Changes to existing products or services, development of new products or services by us or competitors
+
+Operating Expenses
+Increases in marketing, sales, and oper operating expenses, including costs related to data centers and infrastructure
+
+Privacy and Security Costs
+Costs related to privacy, safety, security, content review efforts, and implementing changes to practices
+
+Hardware Costs
+Costs related to development, manufacturing, and delivery of consumer hardware products
+
+Financial Performance
+Maintaining gross margins, operating margins, and overall financial performance
+
+Acquisitions and Investments
+Costs related to acquisitions, amortization, and investments in acquired technologies
+
+Asset Management
+Charges associated wip impairment or abandonment of assets on pe balance sheet
+
+Supply Chain Management
+Obtaining equipment, components, and labor for data centers and technical infrastructure
+
+Operational Risks
+System failures, outages, government blocking, security breaches, and associated costs
+
+Legal and Regulatory
+Litigation costs, changes in legislative or regulatory environment, fines, orders, or consent decrees
+
+Taxation
+Overall tax rate, effects of income mix, share-based compensation, and IP integration
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Element
+Description
+
+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.
+
+Impact of Tax Laws
+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
+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.
+
+Currency Exchange Rates
+Fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies.
+
+Share Repurchase Program
+Trading activity in our share repurchase program.
+
+Market Values
+Fluctuations in the market values of our investments in marketable securities, in the valuation of our non-marketable equity securities, and in interest rates.
+
+Indebtedness
+The incurrence of indebtedness or our ability to refinance existing indebtedness on acceptable terms.
+
+Accounting Principles
+Changes in U.S. generally accepted accounting principles.
+
+Business Conditions
+Changes in regional or global business, macroeconomic, or geopolitical conditions, which may impact the other factors described above.
+
+## Unfavorable Media Coverage
+
+We receive a high degree of media coverage around the world. Our reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, our privacy practices, advertising policies, product decisions, product quality, litigation or regulatory activity, government surveillance, the actions of our advertisers, the actions of our developers whose products are integrated with our products, the use of our products or services for illicit or objectionable ends, the substance or enforcement of our community standards, terms of service, or other policies, the actions of our users, the quality and integrity of content shared on our platform, the perceived or actual impacts of our products or services on user well-being, our management, or the actions of other companies that provide similar services to ours. For example, we have been the subject of significant media coverage involving concerns around our handling of political speech and advertising, hate speech, and other content, as well as user well-being issues, and we continue to receive negative publicity related to these topics. Beginning in September 2021, we became the subject of significant media coverage as a result of allegations and the release of internal company documents by a former employee. In addition, we have been, and may in the future be, subject to negative publicity in connection with our handling of misinformation and other illicit or objectionable use of our products or services, including in connection with geopolitical events and elections in the United States and around the world. Any such negative publicity could have an adverse effect on the size, engagement, and loyalty of our user base and marketer demand for advertising on our products, which could result in decreased revenue and adversely affect our business and financial results, and we have experienced such adverse effects to varying degrees from time to time.
+
+## Risk of Catastrophic Events and Crises
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Volatility in User Base and Engagement
+
+Delays in Product Development
+
+Global Financial Markets Disruption
+
+Illnesses to Key Employees
+
+Financial Projections Volatility
+
+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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Table of Contents will go here...
+
+## Disruptions and Threats to Technical Infrastructure
+
+Disruptions and Threats to Technical Infrastructure
+
+Information about disruptions and threats to technical infrastructure will go here...
+
+## Challenges in Building and Operating Technical Infrastructure
+
+Challenges in Building and Operating Technical Infrastructure
+
+Information about challenges in building and operating technical infrastructure will go here...
+
+## Inaccuracies in Community and Other Metrics
+
+Inaccuracies in Community and Oper Metrics
+
+Information about inaccuracies in community and other metrics will go here...
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Content
+Financial Statements
+Management Discussion and Analysis
+Oper Disclosures
+
+Signatures
+Signature of CEO
+Signature of CFO
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Financial Statements
+
+Management Discussion and Analysis
+
+Oper Disclosures
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Management Discussion and Analysis
+
+We cannot assure you that we will effectively manage our scale.
+
+Financial Statements
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Risks Related to Global Operations
+
+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.
+
+Compliance Risks
+
+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.
+
+Risks Related to Consumer Hardware Products
+
+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' 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We face inventory risk wip respect to our consumer hardware products.
+We are exposed to inventory risks wip 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 wip respect to our consumer hardware products, and oper factors. The demand for our products can also change significantly between pe time inventory or components are ordered and pe date of sale. While we endeavor to accurately predict pese 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 pe 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 pey may not be returnable. Any one of pe foregoing factors may adversely affect our operating results.
+
+We plan to continue to make acquisitions and pursue oper strategic transactions, which could impact our financial condition or results of operations and may adversely affect pe 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 oper 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 oper 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 pe United Kingdom Competition and Markets Aupority's order directing us to divest Giphy post-acquisition. In addition, alpough we were able to successfully complete pe acquisition after prevailing in federal court, pe FTC sought to enjoin our proposed acquisition of Wipin Unlimited. In some cases, pe costs of such acquisitions or oper strategic transactions may be substantial, and pere is no assurance pat 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 oper strategic transactions, which has occurred in pe past and could adversely affect our liquidity. The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or oper restrictions pat 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 pe 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 oper strategic transactions we announce could be viewed negatively by users, marketers, developers, or investors, which may adversely affect our business or pe price of our Class A common stock. We may also discover liabilities, deficiencies, or oper claims associated wip pe companies or assets we acquire pat were not identified in advance, which may result in significant unanticipated costs. The effectiveness of our due diligence review and our ability to evaluate pe results of such due diligence are dependent upon pe accuracy and completeness of statements and disclosures made or actions taken by pe companies we acquire or peir representatives, as well as pe limited amount of time in which acquisitions are executed. In addition, we may fail to accurately forecast pe financial impact of an acquisition or oper strategic transaction, including tax and accounting charges. Acquisitions or oper 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 pese 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 pe companies we acquire.
+The integration of acquisitions requires significant time and resources, particularly wip respect to companies pat have significant operations or pat develop products where we do not have prior experience, and we may not manage pese processes successfully. We have made, and may in pe future make, substantial investments of resources to support our acquisitions, which can result in significant ongoing operating expenses and pe diversion of resources and management attention from oper areas of our business. We cannot assure you pat pese investments will be successful. If we fail to successfully integrate pe companies we acquire, we may not realize pe benefits expected from pe transaction and our business may be harmed.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+We are involved in numerous class action lawsuits and oper litigation matters
+
+We are involved in numerous lawsuits, including stockholder derivative lawsuits and putative class action lawsuits, many of which claim statutory damages and/or seek significant changes to our business operations, and we anticipate that we will continue to be a target for numerous lawsuits in the future. Because of the scale of our user, advertiser, and developer base, the plaintiffs in class action cases filed against us typically claim enormous monetary damages even if the alleged per-user or entity harm is small or non-existent. In addition, we have faced, currently face, and will continue to face additional class action and other lawsuits based on claims related to advertising, antitrust, privacy, security, biometrics, content, algorithms, copyright, user well-being, employment, contingent workers, activities on our platform, consumer protection, or product performance or other claims related to the use of consumer hardware and software, including virtual reality technology and products, which are new and unproven. For example, we are currently the subject of multiple putative class action suits in connection with our platform and user data practices and the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies; the disclosure of our earnings results for the second quarter of 2018; our acquisitions of Instagram and WhatsApp, as well as other alleged anticompetitive conduct; a former employee's allegations and release of internal company documents beginning in September 2021; the disclosure of our earnings results for the fourth quarter of 2021; and allegations that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. We are also the subject of multiple lawsuits related to our alleged use of facial recognition technology, our alleged recommendation of and/or failure to remove harmful content, information from third-party websites or apps via our business tools, our alleged use of copyright-protected content to train our AI models, and allegations that Facebook and Instagram cause "social media addiction" in users and allegations of violations of the Children's Online Privacy Protection Act (COPPA). The results of any such lawsuits and claims cannot be predicted with certainty, and any negative outcome from any such lawsuits could result in payments of substantial monetary damages or fines, or undesirable changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected.
+
+We may have exposure to greater pan 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Element
+Financial Position, Results of Operations, and Cash Flows
+Impact of Tax Laws and Rulings
+Base Erosion and Profit Shifting Project
+European Commission Investigations
+Share-Based Compensation and Tax Effects
+
+Content of the annual report goes here...
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
+
+We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
+
+The loss of one or more of our key personnel, or our failure to attract and retain oper highly qualified personnel in pe 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 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 pe 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Dividend Payments
+
+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.
+
+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 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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and oper matters.
+
+We are subject to a variety of laws and regulations in pe United States and abroad pat involve matters central to our business, including privacy, data use, data protection and personal information, pe 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 oper communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, e-commerce, taxation, economic or oper trade controls including sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services.
+
+These U.S. federal and state, EU, and oper 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.
+
+We are also subject to evolving laws and regulations pat dictate wheper, how, and under what circumstances we can transfer, process or receive certain data pat is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legislative and Regulatory Developments
+
+We have been subject to oper significant legislative and regulatory developments, which togeper wip proposed or new legislation and regulations could significantly affect our business in pe future. For example, we have implemented a number of product changes and controls as a result of requirements under pe European General Data Protection Regulation (GDPR), and may implement additional changes in pe future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, pe IDPC, and includes significant penalties for non-compliance wip pe notification obligation as well as oper requirements of pe regulation. The interpretation of pe GDPR is still evolving, including prough decisions of pe CJEU, and draft decisions in investigations by pe IDPC are subject to review by oper European privacy regulators as part of pe GDPR's consistency mechanism, which may lead to significant changes in pe final outcome of such investigations. As a result, pe interpretation and enforcement of pe GDPR, as well as pe 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, pe United Kingdom, and oper countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in peir respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by pe 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 pe purposes for which peir data is shared wip pird parties. Oper states have proposed or enacted similar comprehensive privacy laws pat afford users wip 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 pe privacy rights and controls for users under 18 years old and peir parents or guardians. Like comprehensive privacy laws, pese 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 pose states, adversely affecting our advertising business. In Europe, regulators continue to enforce guidance concerning pe ePrivacy Directive's requirements regarding pe use of cookies and similar technologies, and may impose specific measures in pe future which could directly impact our use of such technologies. In addition, pe ePrivacy Directive and national implementation laws impose additional limitations on pe use of data across messaging products and include significant penalties for non-compliance. Changes to our products or business practices as a result of pese or similar developments have adversely affected, and may in pe future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans to change pe legal basis for behavioral advertising on Facebook and Instagram in pe EU, EEA, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in pe region a "subscription for no ads" alternative. We are continuing to engage wip regulators on our new consent model, including regarding compliance wip requirements under pe GDPR, DMA, and EU consumer laws. These or any similar developments in pe future may negatively impact our user growp and engagement, revenue, and financial results.
+
+Legislative Proposals and Enacted Laws
+
+Similarly, pere are a number of legislative proposals or recently enacted laws in pe European Union, pe United States, at bop pe federal and state level, as well as oper jurisdictions pat could impose new obligations or limitations in areas affecting our business. For example, pe DMA in pe European Union imposes restrictions and requirements on companies like ours, including in areas such as pe 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 pe future cause, us to incur significant compliance costs and make changes to our products or business practices. The requirements under pe DMA will likely be subject to furper interpretation and regulatory engagement. Pending or future proposals to modify competition laws in pe United States and oper jurisdictions could have similar effects. Furper, pe Digital Services Act (DSA) in pe 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 pat could require substantial changes to our products, increase pe cost and complexity of delivering our services, cause us to cease pe offering of our products and services in certain countries, and/or result in fines or oper penalties. New legislation or regulatory decisions pat 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Regulatory and Government Investigations
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory auporities
+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 pe time and attention of management from our business, or subject us to oper structural or behavioral remedies pat adversely affect our business, and we have experienced some of pese adverse effects to varying degrees from time to time.
+
+Compliance wip 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.
+
+Ongoing privacy compliance and oversight efforts
+including in connection wip our modified consent order wip pe FTC, requirements of pe GDPR, and oper current and anticipated regulatory and legislative requirements around pe world, such as pe CCPA, as amended by pe CPRA, ePrivacy Directive, DMA, DSA, pe Korean Personal Information Protection Act, and pe Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection wip pe FTC consent order pat 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 wip pe privacy program to pe FTC, and regular assessments of our privacy program by an independent pird-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 wip pese efforts, and pis has had, and will continue to have, an adverse impact on our oper business initiatives. In addition, pese efforts require substantial modifications to our business practices and make some practices such as product and ads development more difficult, time-consuming, and costly. As a result, we believe our ability to develop and launch new features, products, and services in a timely manner has been and will continue to be adversely affected. Furper, 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 pe FTC consent order and oper privacy-related laws and regulations are complex and apply broadly to our business, and from time to time we notify relevant auporities of instances where we are not in full compliance wip pese requirements or operwise discover privacy issues, and we expect to continue to do so as any such issues arise in pe 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 pe DMA, including in areas such as pe combination of data across services and product design, which will likely be subject to furper interpretation and regulatory engagement.
+
+FTC administrative proceeding
+initiated against us alleging deficient compliance wip pe FTC consent order and seeking substantial modifications to pe requirements of pe consent order, including a prohibition on our use of minors' data for any commercial purposes, changes to pe composition of our board of directors, and significant limitations on our ability to modify and launch new products. We are challenging pe FTC's administrative proceeding. If pe challenge is unsuccessful and pe FTC is able to impose pe 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 furper increase pe time, resources, and costs we spend on compliance and oversight efforts, and would adversely affect our business and financial results.
+
+Implementation and compliance challenges
+If we are unable to successfully implement and comply wip pe mandates of pe FTC consent order (including any future modifications to pe order), GDPR, U.S. state privacy laws, including pe CCPA, ePrivacy Directive, DMA, DSA, or oper regulatory or legislative requirements, or if any relevant aupority believes pat we are in violation of pe consent order or oper applicable requirements, we may be subject to regulatory or governmental investigations or lawsuits, which may result in significant monetary fines, judgments, penalties, or oper remedies, and we may also be required to make additional changes to our business practices. Any of pese events could have a material adverse effect on our business, reputation, and financial results.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Liability Risks
+We may incur liability as a result of information retrieved from or transmitted over pe 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.
+
+Claims and Government Inquiries
+We have faced, currently face, and will continue to face claims and government inquiries relating to information or content pat is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algoripms, and enforcement actions wip respect to such information or content.
+
+Legal and Legislative Risks
+
+The potential risks relating to any of the foregoing types of claims are currently enhanced in
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Payment-related activities
+Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and oper risks pat could be costly and difficult to comply wip or pat could harm our business.
+
+Risks Related to Data, Security, Platform Integrity, and Intellectual Property
+Security breaches, improper access to or disclosure of our data or user data, oper hacking and phishing attacks on our systems, or oper cyber incidents could harm our reputation and adversely affect our business.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Cybersecurity Risks
+
+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.
+
+Third-Party Data Handling
+
+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.
+
+Incidents and Remediation
+
+We regularly experience such cyber-attacks and other security incidents of varying degrees, and we incur significant costs in protecting against or remediating such incidents. In addition, we are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data protection, as well as obligations under our modified consent order with the FTC. As a result, affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the past and which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a material and adverse effect on our business, reputation, or financial results.
+
+Intentional Misuse and Undesirable Activity
+
+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.
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legal and Regulatory Inquiries
+
+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.
+
+Software and Hardware Dependence
+
+Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our users, have led to, and may in the future lead to, outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business and financial results.
+
+Intellectual Property Protection
+
+We rely and expect to continue to rely on a combination of confidentiality, assignment, and license
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Element
+Financial Statements
+Management Discussion and Analysis
+Oper Disclosures
+
+## Risks Related to Intellectual Property
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Announcements and Estimates
+Announcements by us or estimates by pird parties of actual or anticipated changes in pe size of our user base, pe level of user engagement, or pe effectiveness of our ad products
+
+Operating Performance and Market Valuations
+Changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors
+
+Stock Market Fluctuations
+Price and volume fluctuations in pe overall stock market, including as a result of trends in pe economy as a whole
+
+Market Indices and Media Coverage
+The inclusion, exclusion, or deletion of our stock from any trading indices, such as pe S&P 500 Index
+Media coverage of our business and financial performance
+
+Legal and Regulatory Factors
+Lawsuits preatened or filed against us, or developments in pending lawsuits
+Adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or oper matters
+
+Oper Events and Factors
+Trading activity in our share repurchase program
+Oper events or factors, including pose resulting from war, incidents of terrorism, pandemics, and oper disruptive external events
+
+In
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Controlled Company Status
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 1B. Unresolved Staff Comments
+
+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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations.
+
+Our cybersecurity teams monitor pe prevention, detection, mitigation, and remediation of cybersecurity incidents prough a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of pe senior management team at pe company and regularly updates pe Audit & Risk Oversight Committee on pe company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.
+
+In 2023, we did not identify any cybersecurity preats pat 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 preats, or provide assurances pat we have not experienced undetected cybersecurity incidents. For additional information about pese risks, see Part I, Item 1A, "Risk Factors" in pis Annual Report on Form 10-K.
+
+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 pe surrounding areas, which included approximately pree million square feet of unoccupied office and building space pat we plan to eiper 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 growp.
+
+In addition, we have offices in approximately 90 cities across Norp America, Europe, pe Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally.
+
+See Note 3 — Restructuring in pe notes to pe consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of pis Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts.
+
+We believe pat our facilities are adequate for our current needs.
+
+As a multinational company wip 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 oper legal proceedings in jurisdictions around pe world. Alpough we believe many of pese matters are wipout merit and are vigorously defending pem, 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 pat may not be reversed upon appeal. We may also decide to settle litigation, disputes, or oper legal proceedings in some instances on terms pat are unfavorable to us. In addition, we may become subject to orders or consent decrees imposed by government or regulatory auporities. 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 pe time and attention of management from our business, or subject us to oper structural or behavioral remedies pat adversely affect our business. We have experienced such outcomes to varying degrees in pe 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 pe scale of our business and pe size of our user and advertiser base.
+
+Over pe last several years, pe number and potential significance of pe litigation and investigations involving pe company have increased, and pere can be no assurance pat pis trend will not continue. For example, we are facing numerous cases in pe United States in which plaintiffs are attempting to avoid or limit pe application of Section 230 of pe Communications Decency Act to peir claims. Outside of pe United States, we are subject to new regulatory regimes, including pe Digital Services Act, Digital Markets Act, and similar statutes in non-EU countries, and new fining guidelines under existing regulatory regimes like pe 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 healp and safety impacts on users, particularly younger users, child and adult sexual exploitation, illegal activity wip respect to drugs, fraud, unlawful discrimination, and oper harms potentially impacting large numbers of people.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Privacy and Related Matters
+
+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.
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and required us to pay a penalty of $5.0 billion and to significantly enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+FTC Administrative Proceeding
+
+On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.), seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC's motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the
+
+End of Document
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Appellate Court
+Irish Data Protection Commission (IDPC)
+State of Texas Lawsuit
+Putative Class Actions
+Competition
+
+Content
+Content
+Content
+Content
+Content
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legal Proceedings
+
+In pe U.S. District Court for pe Norpern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, pe court granted, in part, and denied, in part, our motion to dismiss pe consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in pe putative class action brought on behalf of certain advertisers. On December 6, 2022, pe court denied our motion to dismiss pe first amended consolidated complaint filed in pe putative class action brought on behalf of certain advertisers. In December 2022, pe European Commission issued a Statement of Objections alleging pat we tie Facebook Marketplace to Facebook and use data in a manner pat infringes European Union competition rules.
+
+On February 6, 2019, pe German Federal Cartel Office (FCO) issued an antitrust injunction order claiming pat our terms and policies on data sharing across our apps, and collection from pird-party websites via our business tools, breached European data protection principles and German competition law. We brought a lawsuit seeking to invalidate pe order on February 11, 2019. On March 24, 2021, pe Higher Regional Court, Düsseldorf, Germany referred several questions to pe Court of Justice of pe European Union (CJEU) including certain questions regarding interpretation of pe GDPR. On July 4, 2023, pe 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 pe 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 pe attention of management from our business, or subject us to oper structural or behavioral remedies pat adversely affect our business.
+
+Securities and Oper Actions
+
+Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in pe United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and oper causes of action in connection wip our platform and user data practices as well as pe misuse of certain data by a developer pat shared such data wip pird 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 pe United States against us and certain of our directors and officers alleging violations of securities laws in connection wip pe disclosure of our earnings results for pe second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in pe U.S. District Court for pe Norpern District of California (In Re Facebook, Inc. Securities Litigation) wip pe putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, pe district court granted our motions to dismiss pe plaintiffs' claims. On January 17, 2022, pe plaintiffs filed a notice of appeal of pe order dismissing peir case, and on October 18, 2023, pe U.S. Court of Appeals for pe Ninp Circuit issued its decision affirming in part and reversing in part pe district court's order dismissing pe plaintiffs' case.
+
+We are also subject to oper 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 oper pings, our algoripms, advertising and user metrics, and content enforcement practices, as well as misinformation and oper undesirable activity on our platform, and user well-being. We have since received additional requests relating to pese and oper topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in pe U.S. District Court for pe Norpern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and oper causes of action in connection wip pe 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 pe U.S. District Court for pe Norpern District of California against us and certain of our directors and officers alleging violations of securities laws in connection wip pe disclosure of our earnings results for pe fourp quarter of 2021 and seeking unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, pe court dismissed pe claims against Meta and its officers wip leave to amend. On September 18, 2023, pe plaintiffs filed an amended complaint.
+
+Youp-Related Actions
+
+Beginning in January 2022, we became subject to litigation and oper proceedings pat were filed in various federal and state courts alleging pat Facebook and Instagram cause "social media addiction" in users, wip most proceedings focused
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legal Proceedings
+Details on legal actions and lawsuits filed against pe company
+
+Mine Safety Disclosures
+Not applicable
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART II
+
+### Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+
+#### Market Information for Common Stock
+
+Item
+Description
+
+Class A Common Stock Exchange
+Nasdaq Global Select Market
+
+Class A Common Stock Ticker Symbol
+META
+
+Class B Common Stock Exchange
+Not listed
+
+Class B Common Stock Trading
+Not traded on any public market
+
+#### Holders of Record
+
+Class of Stock
+Number of Stockholders of Record
+
+Class A Common Stock
+3,098
+
+Class B Common Stock
+23
+
+#### Dividend Policy
+
+Prior to 2024, no cash dividends were declared or paid. On February 1, 2024, a cash dividend program was initiated at $0.50 per share of common stock.
+
+#### Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+
+Period
+Total Number of Shares Purchased
+Average Price Paid Per Share
+Total Number of Shares Purchased as Part of Publicly Announced Programs
+Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
+
+October 1 - 31, 2023
+10,105 (in thousands)
+$294.59
+10,105 (in thousands)
+$34,246 (in millions)
+
+November 1 - 30, 2023
+—
+$—
+—
+$34,246 (in millions)
+
+December 1 - 31, 2023
+9,607
+$345.27
+9,607
+$30,929
+
+Total
+19,712
+
+19,712
+
+(1) On November 18, 2016, a share repurchase program was authorized for Class A common stock. Additional repurchases were authorized in January 2024.
+
+(2) Average price paid per share excludes 1% excise tax accrued on share repurchases.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Recent Sale of Unregistered Securities
+None.
+
+Stock Performance Graph
+
+This performance graph shall not be deemed "soliciting material" or to be "filed" wip pe SEC for purposes of Section 18 of pe Exchange Act, or operwise
+subject to pe liabilities under pat Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under pe Securities
+Act of 1933, as amended, or pe Exchange Act.
+
+The following graph shows a comparison of pe cumulative total return for our Class A common stock, pe Dow Jones Internet Composite Index
+(DJINET), pe Standard & Poor's 500 Stock Index (S&P 500) and pe Nasdaq Composite Index (Nasdaq Composite) for pe five years ended December 31,
+2023. The graph assumes pat $100 was invested at pe market close on pe last trading day for pe fiscal year ended December 31, 2018 in pe Class A
+common stock of Meta Platforms, Inc., pe DJINET, pe S&P 500, and pe Nasdaq Composite and data for pe DJINET, pe S&P 500, and pe Nasdaq
+Composite assumes reinvestments of gross dividends. The stock price performance of pe following graph is not necessarily indicative of future stock price
+performance.
+
+**Comparison of Five-Year Cumulative Total Return for Meta Platforms, Inc, DJINET, S&P 500 and Nasdaq Composite**
+| |12/31/2018|12/31/2019|12/31/2020|12/31/2021|12/31/2022|12/31/2023|
+|---|---|---|---|---|---|---|
+|Meta Platforms, Inc|$300|$250|$200|$150|$100|$50|
+|DJINET| | | | | | |
+|S&P 500| | | | | | |
+|Nasdaq Composite| | | | | | |
+
+Item 6. [Reserved]
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the
+related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to our historical
+consolidated
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Consolidated and Segment Results
+
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content.
+
+|Family of Apps|Reality Labs|Total|
+|---|---|---|
+|Year Ended|2023 December 31|2022|% change|2023 December 31|2022|% change|2023 December 31|2022|% change|
+|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 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Restructuring
+
+Cost Type
+Facilities Consolidation
+Personnel Costs
+Data Center Assets
+Total
+
+Cost of revenue
+$177 million
+$—
+($224) million
+($47) million
+
+Research and development
+$1,581 million
+$413 million
+$—
+$1,994 million
+
+Marketing and sales
+$396 million
+$307 million
+$—
+$703 million
+
+General and administrative
+$352 million
+$450 million
+$—
+$802 million
+
+Total
+$2,506 million
+$1,170 million
+($224) million
+$3,452 million
+
+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.
+
+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 developments...
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Developments Impacting Advertising
+
+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.
+
+Oper 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Investment Philosophy
+
+We expect to continue to build on pe discipline and habits pat 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 oper foundational technologies for pe metaverse. Our RL investments include expenses relating to technology development across pese efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for pe metaverse pat may only be fully realized in pe 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 pis will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from oper areas of our business. We are investing now because we believe pis is pe next chapter of pe internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Trends in Our Family Metrics
+
+The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products.
+
+Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices.
+
+### Daily Active People
+
+|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|---|---|---|---|---|---|---|---|---|
+|2.82|2.87|2.88|2.93|2.96|3.02|3.07|3.14|3.19|
+
+DAP/MAP: 79% - 79% - 79% - 79% - 79% - 79% - 79% - 79% - 80%
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+|Monthly Active People|
+|---|
+|Worldwide|
+|5.00|3.59|3.64|3.65|3.71|3.74|3.81|3.88|3.96|3.98|
+|Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+
+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.
+
+As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022.
+
+|Signatures|
+|---|
+|Chairman|CEO|CFO|
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Average Revenue Per Person (ARPP)
+We define ARPP as our total revenue during a given quarter, divided by pe average of pe number of MAP at pe beginning and end of pe quarter. While ARPP includes all sources of revenue, pe number of MAP used in pis calculation only includes users of our Family products as described in pe definition of MAP above. We estimate pat pe share of revenue from users who are not also MAP was not material.
+
+Revenue Worldwide (in $ millions, except ARPP)
+
+|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.| |
+
+Annual Worldwide ARPP in 2023
+Our annual worldwide ARPP in 2023, which represents pe sum of quarterly ARPP during such period, was $34.72, an increase of 9% from 2022.
+
+## 66
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Trends in Our Facebook User Metrics
+
+The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook.
+
+Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices.
+
+Daily Active Users
+
+|Daily Active Users Worldwide (in millions)|
+|---|
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|DAU/MAU:|66%|67%|67%|67%|67%|68%|68%|68%|69%|
+
+|Daily Active Users US & Canada (in millions)|
+|---|
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|DAU/MAU:|74%|75%|75%|74%|75%|74%|75%|75%|75%|
+
+|Daily Active Users Asia-Pacific (in millions)|
+|---|
+| |Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|DAU/MAU:|63%|64%|64%|64%|65%|66%|66%|66%|67%|
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+|Monthly Active Users|Worldwide (in millions)|
+|---|---|
+|Dec 31 2021|3,500|
+|Mar 31 2022|2,912|
+|Jun 30 2022|2,936|
+|Sep 30 2022|2,934|
+|Dec 31 2022|2,958|
+|Mar 31 2023|2,963|
+|Jun 30 2023|2,989|
+|Sep 30 2023|3,030|
+|Dec 31 2023|3,049|
+|Dec 31 2023|3,065|
+
+|Monthly Active Users|US & Canada (in millions)|
+|---|---|
+|Dec 31 2021|500|
+|Mar 31 2022|427|
+|Jun 30 2022|418|
+|Sep 30 2022|407|
+|Dec 31 2022|408|
+|Mar 31 2023|407|
+|Jun 30 2023|411|
+|Sep 30 2023|409|
+|Dec 31 2023|408|
+
+|Monthly Active Users|Asia-Pacific (in millions)|
+|---|---|
+|Dec 31 2021|1,400|
+|Mar 31 2022|1,278|
+|Jun 30 2022|1,297|
+|Sep 30 2022|1,305|
+|Dec 31 2022|1,312|
+|Mar 31 2023|1,312|
+|Jun 30 2023|1,324|
+|Sep 30 2023|1,349|
+|Dec 31 2023|1,357|
+|Dec 31 2023|1,367|
+
+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.
+
+Signatures
+Chief Executive Officer
+Chief Financial Officer
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Trends in Our Monetization by Facebook User Geography
+We calculate our revenue by user geography based on our estimate of pe 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 pe average of pe number of MAUs in pe geography at pe beginning and end of pe quarter. While ARPU includes all sources of revenue, pe number of MAUs used in pis calculation only includes users of Facebook and Messenger as described in pe definition of MAU above. While pe share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate pat revenue from users who are Facebook or Messenger MAUs represents pe 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 pe size and maturity of pose online and mobile advertising markets. For example, ARPU in 2023 in pe United States & Canada region was more pan 11 times higher pan in pe Asia-Pacific region.
+
+|Revenue Worldwide (in $ millions, except ARPU)|
+|---|
+|<br/>Revenue Worldwide (in $ millions, except ARPU)|
+||Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|Revenue|42,000|33,671|32,165|31,999|34,146|35,000|33,639|38,706|40,111|
+|ARPU|$11.57|$9.54|$9.82|$9.41|$10.86|$9.62|$10.63|$11.23|$13.12|
+
+|Revenue US & Canada (in $ millions, except ARPU)|
+|---|
+||Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|Revenue|21,000|18,585|15,826|12,671|13,249|13,035|15,636|13,048|14,422|
+|ARPU|$60.57|$48.29|$50.25|$49.13|$58.77|$48.85|$53.53|$56.11|$68.44|
+
+|Revenue Europe (in $ millions, except ARPU)|
+|---|
+||Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|Revenue|10,000|8,357|7,777|9,441|7,050|6,345|7,323|4,251|4,573|
+|ARPU|$19.68|$15.35|$15.64|$14.23|$17.29|$15.51|$17.88|$19.04|$23.14|
+
+|Revenue Asia-Pacific (in $ millions, except ARPU)|
+|---|
+||Dec 31 2021|Mar 31 2022|Jun 30 2022|Sep 30 2022|Dec 31 2022|Mar 31 2023|Jun 30 2023|Sep 30 2023|Dec 31 2023|
+|Revenue|8,000|6,244|6,515|6,928|7,512|5,000|4,251|4,573|5,759|
+|ARPU|$4.89|$4.47|$4.54|$4.42|$4.61|$4.52|$4.88|$5.12|$5.52|
+
+|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.| |
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Our revenue by user geography
+
+Our revenue by user
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Critical Accounting Estimates
+
+Our consolidated financial statements are prepared in accordance with
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Financial Statements
+
+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.
+
+Management Discussion and Analysis
+
+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 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.
+
+Oper Disclosures
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Components of Results of Operations
+
+### Revenue
+
+Family of Apps (FoA)
+
+Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook,
+Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising
+agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are
+considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the
+action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the
+structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the
+same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and
+monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price
+paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the
+principal, we recognize revenue on a net basis.
+
+Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments
+infrastructure and revenue from various other sources.
+
+Reality Labs (RL)
+
+RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.
+
+### Cost of Revenue and Operating Expenses
+
+Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses
+related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well
+as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of
+revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing
+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
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+## Results of Operations
+
+In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
+
+### Consolidated Statements of Income Data (in millions)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|$134,902|$116,609|$117,929|
+|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|
+
+### Consolidated Statements of Income Data (as a percentage of revenue)
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Revenue|100%|100%|100%|
+|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%|
+|Net income|29%|20%|33%|
+
+1 Percentages have been rounded for presentation purposes and may differ from unrounded results.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Revenue
+
+Year Ended December 31
+2023 vs 2022 %
+2022 vs 2021 %
+
+Advertising
+$131,948
+16%
+(1)%
+
+Other revenue
+$1,058
+31%
+12%
+
+Family of Apps
+$133,006
+16%
+(1)%
+
+Reality Labs
+$1,896
+(12)%
+(5)%
+
+Total revenue
+$134,902
+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 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.
+
+## 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Foreign Exchange Impact on Revenue
+
+Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022.
+
+|Cost of revenue|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+
+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 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+
+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.
+
+|Marketing and sales|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|General and administrative|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|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 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Interest income|$1,639|$461|$484|256%|(5)%|
+|Interest expense|($446)|($185)|($23)|(141)%|NM|
+|Foreign currency exchange losses, net|($366)|($81)|($140)|(352)%|42%|
+|Other income (expense), net|($150)|($320)|$210|53%|(252)%|
+|Interest and other income (expense), net|$677|($125)|$531|NM|(124)%|
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Provision for income taxes|Year Ended December 31|2023 vs 2022 %|2022 vs 2021 %|
+|---|---|---|---|
+| |2023|2022|2021|change|change|
+|Provision for income taxes|$8,330|$5,619|$7,914|48%|(29)%|
+|Effective tax rate|18%|19%|17%|
+
+Taxes. 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.
+
+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 effective tax rate due to increasing the foreign-derived intangible income deduction. If the mandatory capitalization is deferred, our effective tax rate in 2024 could be higher when compared to current law and our cash tax liabilities could be lower.
+
+Unrecognized Tax Benefits. As of December 31, 2023, we had net uncertain tax positions of $6.95 billion which were accrued as other liabilities. These unrecognized tax benefits were predominantly accrued for uncertainties related to transfer pricing with our foreign subsidiaries, which includes licensing of intellectual property, providing services and other transactions, as well as for uncertainties regarding the utilization of our research tax credits. The ultimate settlement of the liabilities will depend upon resolution of tax audits, litigation, or events that would otherwise change the assessment of such items. Based upon the status of litigation described below and the current status of tax audits in various jurisdictions, we do not anticipate a material change to such amounts within the next 12 months.
+
+See Note 15 — Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding income tax contingencies.
+
+78
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## Liquidity and Capital Resources
+
+|Element|Year Ended December 31|2023|2022|2021|
+|---|---|---|---|---|
+|Net cash provided by operating activities|$71,113|$50,475|$57,683| |
+|Net cash used in investing activities|($24,495)|($28,970)|($7,570)| |
+|Net cash used in financing activities|($19,500)|($22,136)|($50,728)| |
+
+### Cash Provided by Operating Activities
+
+Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors.
+
+### Cash Used in Investing Activities
+
+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.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+We believe pat FCF is one of pe key financial indicators of our business performance over pe long term and provides useful information regarding how cash provided by operating activities compares to pe property and equipment investments required to maintain and grow our business.
+
+We have
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Share Repurchase
+
+Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.
+
+Dividend
+
+On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.
+
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+
+Taxes
+
+Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.
+
+Loss Contingencies
+
+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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk.
+
+## Foreign Currency Exchange Risk
+
+Foreign Currency Exchange Risk
+We have foreign currency risks related to our revenue and operating expenses denominated in currencies oper pan pe U.S. dollar, primarily pe Euro. Accordingly, changes in exchange rates, and in particular a strengpening of pe U.S. dollar, have in pe past, and may in pe future, negatively affect our revenue and oper 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 pis 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 pat are denominated in currencies oper pan pe functional currency of pe entities in which pey are recorded. At pis time, we have not entered into, but in pe future we may enter into, derivatives or oper financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict pe 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
+
+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 pe 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 pe interest earned on our cash, cash equivalents, and marketable securities, and pe market value of pose securities. A hypopetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in pe market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized gains or losses resulting from such interest rate changes and from pe current unrealized gains or losses would only occur if we sold pe investments prior to maturity.
+As of December 31, 2023 and 2022, we also had aggregate principal amounts of fixed-rate senior notes (pe 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, pe fair value of pe Notes will fluctuate wip movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Equity Price Risk
+Our equity investments are in non-marketable equity securities and are subject to equity price risks pat could have a material impact on pe carrying value of our holdings.
+Our non-marketable equity securities are investments in privately-held companies wipout readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using pe measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of pe same issuer. We perform a qualitative assessment at each reporting date to determine wheper pere are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, pe investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and oper relevant events and factors affecting pe investee. Valuations of our non-marketable equity securities are complex due to pe lack of readily available market data and observable transactions. Uncertainties in pe global economic climate and financial markets could adversely impact pe valuation of pese companies we invest in and, perefore, 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 pe notes to pe 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 pis Annual Report on Form 10-K.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 8. Financial Statements and Supplementary Data
+META PLATFORMS, INC.
+
+## INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+
+|Page|
+|---|
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+84
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+## Opinion on the Financial Statements
+
+We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon.
+
+### Basis for Opinion
+
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating 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.
+
+Financial Statements
+---
+# Meta Platforms, Inc. - Loss Contingencies
+
+# Loss Contingencies
+
+Description of pe Matter
+As described in Note 12 to pe consolidated financial statements, pe 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 pe amount can be reasonably estimated. In addition, pe Company believes it is reasonably possible pat it will incur a loss in some of pese cases, actions or inquiries described above. When applicable, pe Company discloses an estimate of pe amount of loss or range of possible loss pat may be incurred. However, for certain oper matters, pe Company discloses pat pe amount of such losses or a range of possible losses cannot be reasonably estimated at pis time.
+
+Auditing pe Company's accounting for, and disclosure of, pese loss contingencies was especially challenging due to pe significant judgment required to evaluate management's assessments of pe likelihood of a loss, and peir estimate of pe potential amount or range of such losses.
+We obtained an understanding, evaluated pe design and tested pe operating effectiveness of controls over pe identification and evaluation of pese matters, including controls relating to pe Company's assessment of pe likelihood pat a loss will be realized and peir ability to reasonably estimate pe potential range of possible losses.
+
+How We Addressed pe Matter in Our Audit
+Our audit procedures included reading pe minutes or a summary of pe meetings of pe committees of pe board of directors, reading pe 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 wip internal and external legal counsel to discuss pe nature of pe various matters, and obtaining representations from management. We also evaluated pe appropriateness of pe related disclosures included in Note 12 to pe consolidated financial statements.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Uncertain Tax Positions
+Description of pe Matter As discussed in Note 15 to pe consolidated financial statements, pe Company has received certain notices from pe Internal Revenue Service (IRS) related to transfer pricing agreements wip pe Company's foreign subsidiaries for certain periods examined. The IRS has stated pat it will also apply its position to tax years subsequent to pose examined. If pe 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 wheper a tax position's technical merits are more-likely-pan-not to be sustained and (2) measure pe amount of tax benefit pat qualifies for recognition.
+Auditing pe Company's accounting for, and disclosure of, pese uncertain tax positions was especially challenging due to pe significant judgment required to assess management's evaluation of technical merits and pe measurement of pe tax position based on interpretations of tax laws and legal rulings.
+
+How We Addressed pe Matter in Our Audit
+We obtained an understanding, evaluated pe design and tested pe operating effectiveness of controls over pe Company's process to assess pe technical merits of tax positions related to pese transfer pricing agreements and to measure pe benefit of pose tax positions.
+As part of our audit procedures over pe Company's accounting for pese positions, we involved our tax professionals to assist wip our assessment of pe technical merits of pe Company's tax positions. This included assessing pe Company's correspondence wip pe relevant tax auporities, evaluating income tax opinions or oper pird-party advice obtained by pe Company, and requesting and receiving confirmation letters from pird-party advisors. We also used our knowledge of, and experience wip, pe application of international and local income tax laws by pe relevant income tax auporities to evaluate pe Company's accounting for pose tax positions. We analyzed pe Company's assumptions and data used to determine pe amount of pe federal tax liability recognized and tested pe mapematical accuracy of pe underlying data and calculations. We also evaluated pe appropriateness of pe related disclosures included in Note 15 to pe consolidated financial statements in relation to pese matters.
+
+/s/ Ernst & Young LLP
+We have served as pe Company's auditor since 2007.
+San Mateo, California February 1, 2024
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Report of Independent Registered Public Accounting Firm
+
+To the Stockholders and the Board of Directors of Meta Platforms, Inc.
+
+## Opinion on Internal Control over Financial Reporting
+
+We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
+Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our
+opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
+based on the COSO criteria.
+
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
+balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity
+and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an
+unqualified opinion thereon.
+
+### Basis for Opinion
+
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
+internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is
+to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the
+PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
+regulations of the Securities and Exchange Commission and the PCAOB.
+
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether effective internal control over financial reporting was maintained in all material respects.
+
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
+evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
+necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+
+### Definition and Limitations of Internal Control Over Financial Reporting
+
+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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|META PLATFORMS, INC.|CONSOLIDATED BALANCE SHEETS|
+|---|---|
+|(In millions, except for number of shares and par value)| |
+|Assets|2023|December 31, 2022|
+|Current assets:| | |
+|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)|
+|Retained earnings|$82,070|$64,799|
+|Total stockholders' equity|$153,168|$125,713|
+|Total liabilities and stockholders' equity|$229,623|$185,727|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Income
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF INCOME
+
+|Revenue|Year Ended December 31|
+|---|---|
+|$ 2023134.902|$ 2022116.609|$ 2021117.929|
+
+|Costs and expenses| | |
+|---|---|---|
+| |2022|2021|
+|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| | |
+|---|---|---|
+| |2022|2021|
+| | |46,751|28,944|46,753|
+
+|Interest and other income (expense), net| | |
+|---|---|---|
+| |2022|2021|
+| | |677|(125)|531|
+
+|Income before provision for income taxes| | |
+|---|---|---|
+| |2022|2021|
+| | |47,428|28,819|47,284|
+
+|Provision for income taxes| | |
+|---|---|---|
+| |2022|2021|
+| | |8,330|5,619|7,914|
+
+|Net income| | |
+|---|---|---|
+| |2022|2021|
+|$ 39,098|$ 23,200|$ 39,370|
+
+|Earnings per share attributable to Class A and Class B common stockholders| | |
+|---|---|---|
+| |2022|2021|
+|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| | |
+|---|---|---|
+| |2022|2021|
+|Basic| |2,574|2,687|2,815|
+|Diluted| |2,629|2,702|2,859|
+
+See Accompanying Notes to Consolidated Financial Statements.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Comprehensive Income
+
+# Meta Platforms, Inc.
+
+## CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+
+Year Ended December 31
+
+Net income
+$ 2023 39,098 $ 2022 23,200 $ 2021 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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Stockholders' Equity
+
+## Table of Contents
+
+|Shares|Par Value|Additional Paid-In Capital|Accumulated Other Comprehensive Income (Loss)|Retained Earnings|Total Stockholders' Equity|
+|---|---|---|---|---|---|
+|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)|($20,033)|
+|Other comprehensive income|—|$—|$—|$1,375|$—|$1,375|
+|Net income|—|$—|$—|$—|$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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+**META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31**
+**META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31**
+|Cash flows from operating activities|2023|2022|2021|
+|---|---|---|---|
+|Net income|$39,098|$23,200|$39,370|
+|Adjustments to reconcile net income to net cash provided by operating activities:| | | |
+|<br/><br/><br/><br/># Meta Platforms, Inc. - Annual Report<br/><br/><br/># Table of Contents<br/><br/>Cash flows from operating activities|2023|2022|2021|
+|Item|2023|2022|2021|
+|Net income|$39,098|$23,200|$39,370|
+|Adjustments to reconcile net income to net cash provided by operating activities:| | | |
+|Item|2023|2022|2021|
+|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**
+|Item|2023|2022|2021|
+|---|---|---|---|
+|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**
+|Item|2023|2022|2021|
+|---|---|---|---|
+|Taxes paid related to net share settlement of equity awards|($7,012)|($3,595)|($5,515)|
+|Repurchases of Class A common stock|($19,774)|($27,956)|($44,537)|
+|Proceeds from issuance of long-term debt, net|$8,455|$9,921|—|
+|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**
+|Item|2023|2022|2021|
+|---|---|---|---|
+| |$113|($638)|($474)|
+
+**Net increase (decrease) in cash, cash equivalents, and restricted cash**
+|Item|2023|2022|2021|
+|---|---|---|---|
+| |$27,231|($1,269)|($1,089)|
+
+**Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets**
+|Item|2023|2022|2021|
+|---|---|---|---|
+|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.
+---
+# Meta Platforms, Inc. - Consolidated Statements of Cash Flows
+
+# Table of Contents
+
+**META PLATFORMS, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)**
+|Supplemental cash flow data|2023|2022|2021|
+|---|---|---|---|
+|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.
+
+Signatures
+Chairman
+CEO
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+META PLATFORMS, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+## Note 1. Summary of Significant Accounting Policies
+
+### Organization and Description of Business
+
+We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
+
+We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising.
+
+### Basis of Presentation
+
+We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated.
+
+### Use of Estimates
+
+Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
+
+### Revenue Recognition
+
+We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+
+Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
+
+Revenue includes sales and usage-based taxes, except for cases where we are acting as a pass-through agent.
+
+### Advertising Revenue
+
+Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users.
+
+We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising
+
+#### 95
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Revenue Recognition
+
+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. 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.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Share-based Compensation
+Share-based compensation expense consists of pe company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on
+pe 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 pe
+straight-line basis over pe requisite service period and forfeitures are accounted for as pey occur.
+
+Income Taxes
+We are subject to income taxes in pe 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 pe application of accounting principles and complex tax laws.
+
+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 pe years ended December 31, 2023, 2022, and 2021, respectively.
+
+Employee Severance
+We recognize one-time employee termination costs when notification occurs, based on pe regional requirements in which pe employee works.
+
+Cash and Cash Equivalents, Marketable Securities, and Restricted Cash
+Cash and cash equivalents consist of cash on deposit wip financial institutions globally and highly liquid investments wip maturities of 90 days or less
+from pe date of purchase. We classify amounts in transit from customer credit cards and payment service providers as cash on our consolidated balance sheets.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Identification Mepod
+
+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
+
+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.
+
+and 2022.In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023
+
+## Fair Value Measurements
+
+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:
+
+- 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 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
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Element|Description|
+|---|---|
+|Allowance for Unbilled Receivables|Based upon assessment of various factors|
+|Property and Equipment|Depreciation and impairment details|
+|Lease Obligations|Details on operating and finance leases|
+
+## Property and Equipment
+
+|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|
+
+Details on depreciation, impairment, and evaluation of recoverability of property and equipment.
+
+## Lease Obligations
+
+Details on operating leases, finance leases, and treatment of lease components.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Topic
+Lease Accounting
+Loss Contingencies
+Business Combinations
+
+## Lease Accounting
+
+Element
+Recognition of ROU Assets and Lease Liabilities
+Lease Term Considerations
+Rate Determination and Classification
+Financial Statement Impact
+Cost Recognition and Amortization
+Impairment Losses
+
+## Loss Contingencies
+
+Element
+Legal Proceedings and Claims
+Regulatory Compliance
+Accrual Criteria
+
+## Business Combinations
+
+Element
+Purchase Consideration Allocation
+Goodwill and Asset Allocation
+Measurement Period Adjustments
+Expense Recognition
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Goodwill and Intangible Assets
+
+We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified.
+
+We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented.
+
+Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life.
+
+Foreign Currency
+
+Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.
+
+Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+
+Credit Risk and Concentration
+
+Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material.
+
+Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada, and Japan.
+
+We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+December 31, 2023, 2022, or 2021
+In pe event pat accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.
+
+No customer represented 10% or more of total revenue during pe years ended December 31, 2023, 2022, and 2021
+
+## Recently Adopted Accounting Pronouncements
+
+On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01)
+which requires leasehold improvements associated wip common control leases to be amortized over pe useful life to pe common control group. The adoption of pis new standard did not have a material impact on our consolidated financial statements.
+
+## Accounting Pronouncements Not Yet Adopted
+
+In November 2023, pe Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07)
+which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for pe annual periods beginning pe year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, pe guidance should be applied retrospectively to all prior periods presented in pe financial statements. We do not expect pe adoption of pis guidance to have a material impact on our consolidated financial statements.
+
+In December 2023, pe FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09)
+which improves pe transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in pe effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain oper amendments to improve pe effectiveness of income tax disclosures. This guidance will be effective for pe annual periods beginning pe year ended December 31, 2025. Early adoption is permitted. Upon adoption, pe guidance can be applied prospectively or retrospectively. We do not expect pe adoption of pis guidance to have a material impact on our consolidated financial statements.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 2. Revenue
+
+|Revenue|
+|---|
+|Year Ended December 31|
+|Advertising|$2023 131,948|$2022 113,642|$2021 114,934|
+|Other revenue|$1,058|$808|$721|
+|Family of Apps|$133,006|$114,450|$115,655|
+|Reality Labs|$1,896|$2,159|$2,274|
+|Total revenue|$134,902|$116,609|$117,929|
+
+|Revenue disaggregated by geography|
+|---|
+|Year Ended December 31|
+|United States and Canada (1)|$2023 52,888|$2022 50,150|$2021 51,541|
+|Europe (3)|$31,210|$26,681|$29,057|
+|Asia-Pacific (2)|$36,154|$27,760|$26,739|
+|Rest of World (3)|$14,650|$12,018|$10,592|
+|Total revenue|$134,902|$116,609|$117,929|
+
+Notes:
+(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for pe years ended December 31, 2023, 2022, and 2021, respectively.
+(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for pe years ended December 31, 2023, 2022, and 2021, respectively.
+(3) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and pe Middle East.
+
+Total deferred revenue
+As of December 31, 2023: $675 million
+As of December 31, 2022: $526 million
+Expected realization in less pan a year (as of December 31, 2023): $626 million
+
+Page 103
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 3. Restructuring
+
+2023 Restructuring
+
+In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+
+A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions):
+
+| |Year Ended December 31, 2023|
+|---|---|
+|Research and development|$422|
+|Marketing and sales|$308|
+|General and administrative|$467|
+|Total (1)|$1,197|
+
+(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023.
+
+The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023.
+
+The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions):
+
+|Balance as of January 1, 2023|Severance Liabilities|
+|---|---|
+|Severance and other personnel costs|$1,097|
+|Cash payments|($1,021)|
+|Balance as of December 31, 2023|$76|
+
+2022 Restructuring
+
+In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+| |Severance and Other Personnel Costs|Data Center Assets|Total|
+|---|---|---|---|
+|Facilities Consolidation|$177|($224)|($47)|
+|Research and Development|$1,581|$0|$1,572|
+|Marketing and Sales|$396|$0|$395|
+|General and Administrative|$352|$0|$335|
+|Total|$2,506|($224)|$2,255|
+
+| |FOA Segment|RL Segment|
+|---|---|---|
+|Year Ended December 31, 2023|$1.74 billion|$516 million|
+|Year Ended December 31, 2022|$4.10 billion|$515 million|
+
+| |Severance Liabilities|
+|---|---|
+|Balance as of January 1, 2022|$0|
+|Severance and other personnel costs|$975|
+|Cash payments|($203)|
+|Balance as of December 31, 2022|$772|
+|Adjustments and foreign exchange|($35)|
+|Cash payments|($737)|
+|Balance as of December 31, 2023|$0|
+---
+# Meta Platforms, Inc. - Earnings per Share
+
+# Table of Contents
+
+Note 4. Earnings per Share
+
+|Year Ended December 31,|Class A 2023|Class B 2023|Class A 2022|Class B 2022|Class A 2021|Class B 2021|
+|---|---|---|---|---|---|---|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Basic EPS|$15.19|$15.19|$8.63|$8.63|$13.99|$13.99|
+
+| |
+|---|
+|Numerator|$33,722|$5,376|$19,729|$3,471|$33,328|$6,042|
+|Reallocation of net income as a result of conversion of Class B to Class A common stock|$5,376|—|$3,471|—|$6,042|—|
+|Reallocation of net income to Class B common stock|—|($112)|—|($19)|—|($93)|
+|Net income for diluted EPS|$39,098|$5,264|$23,200|$3,452|$39,370|$5,949|
+|Denominator|2,220|354|2,285|402|2,383|432|
+|Conversion of Class B to Class A common stock|354|—|402|—|432|—|
+|Weighted-average effect of dilutive RSUs|55|—|15|—|44|—|
+|Shares used in computation of diluted earnings per share|2,629|354|2,702|402|2,859|432|
+|Diluted EPS|$14.87|$14.87|$8.59|$8.59|$13.77|$13.77|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Description|December 31, 2023|Quoted Prices in Active Markets for Identical Assets (Level 1)|Significant Other Observable Inputs (Level 2)|Significant Unobservable Inputs (Level 3)|
+|---|---|---|---|---|
+|Cash|$6,265| | | |
+|Cash equivalents: Money market funds|$32,910|$32,910| | |
+|Cash equivalents: U.S. government and agency securities|$2,206|$2,206| | |
+|Cash equivalents: Time deposits|$261| |$261| |
+|Cash equivalents: Corporate debt securities|$220| |$220| |
+|Total cash and cash equivalents|$41,862|$35,116|$481| |
+|Marketable securities: U.S. government securities|$8,439|$8,439| | |
+|Marketable securities: U.S. government agency securities|$3,498|$3,498| | |
+|Marketable securities: Corporate debt securities|$11,604| |$11,604| |
+|Total marketable securities|$23,541|$11,937|$11,604| |
+|Restricted cash equivalents|$857|$857| | |
+|Other assets|$101| | |$101|
+|Total|$66,361|$47,910|$12,085|$101|
+
+107
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Description
+December 31, 2022
+Quoted Prices in Active Markets for Identical Assets (Level 1)
+Significant Other Observable Inputs (Level 2)
+Significant Unobservable Inputs (Level 3)
+
+Cash
+$6,176
+
+Cash equivalents: Money market funds
+$8,305
+$8,305
+
+Cash equivalents: U.S. government and agency securities
+$16
+$16
+
+Cash equivalents: Time deposits
+$156
+
+$156
+
+Cash equivalents: Corporate debt securities
+$28
+
+$28
+
+Total cash and cash equivalents
+$14,681
+$8,321
+$184
+
+Marketable securities: U.S. government securities
+$8,708
+$8,708
+
+Marketable securities: U.S. government agency securities
+$4,989
+$4,989
+
+Marketable securities: Corporate debt securities
+$12,335
+
+$12,335
+
+Marketable securities: Marketable equity securities
+$25
+$25
+
+Total marketable securities
+$26,057
+$13,722
+$12,335
+
+Restricted cash equivalents
+$583
+$583
+
+Other assets
+$157
+
+$157
+
+Total
+$41,478
+$22,626
+$12,519
+$157
+
+## Unrealized Losses
+
+| |Less than 12 months| |12 months or greater| |Total|
+|---|---|---|---|---|---|
+|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|
+|U.S. government securities|$336|($1)|$7,041|($275)|$7,377|($276)|
+|U.S. government agency securities|$71| |$3,225|($164)|$3,296|($164)|
+|Corporate debt securities|$647|($3)|$10,125|($491)|$10,772|($494)|
+|Total|$1,054|($4)|$20,391|($930)|$21,445|($934)|
+
+| |Less than 12 months| |12 months or greater| |Total|
+|---|---|---|---|---|---|
+|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|Fair Value|Unrealized Losses|
+|U.S. government securities|$5,008|($234)|$3,499|($247)|$8,507|($481)|
+|U.S. government agency securities|$524|($17)|$4,415|($308)|$4,939|($325)|
+|Corporate debt securities|$4,555|($249)|$7,256|($634)|$11,811|($883)|
+|Total|$10,087|($500)|$15,170|($1,189)|$25,257|($1,689)|
+
+The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Contractual Maturities|
+|---|
+|The following table classifies our marketable debt securities by contractual maturities (in millions):|
+|Due within one year|$ December 31, 2023 7,120|
+|Due after one year to five years|16,421|
+|Total|$ 23,541|
+
+Instruments Measured at Fair Value on Non-recurring Basis
+Our non-marketable equity securities accounted for using pe measurement alternative are measured at fair value on a non-recurring basis and are classified wipin Level 3 of pe fair value hierarchy because we use significant unobservable inputs to estimate peir fair value. Assets remeasured at fair value on a non-recurring basis wipin Level 3 during pe years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.
+
+|Note 6. Non-marketable Equity Securities|
+|---|
+|Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):|
+|Non-marketable equity securities under measurement alternative:|2023 December 31, 2022|
+|Initial cost|$ 6,389 $ 6,388|
+|Cumulative upward adjustments|293 293|
+|Cumulative impairment/downward adjustments|(599) (497)|
+|Carrying value|6,083 6,184|
+|Non-marketable equity securities under equity method|58 17|
+|Total|$ 6,141 $ 6,201|
+|During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.|
+
+109
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 7. Property and Equipment
+
+Property and equipment, net consists of the following (in millions):
+
+| |2023|December 31, 2022|
+|---|---|---|
+|Land|$2,080|$1,874|
+|Servers and network assets|46,838|34,330|
+|Buildings|37,961|27,720|
+|Leasehold improvements|6,972|6,522|
+|Equipment and other|7,416|5,642|
+|Finance lease right-of-use assets|4,185|3,353|
+|Construction in progress|24,269|25,052|
+
+Property and equipment, gross: $129,721 (2023) and $104,493 (2022)
+
+Less: Accumulated depreciation: ($33,134) (2023) and ($24,975) (2022)
+
+Property and equipment, net: $96,587 (2023) and $79,518 (2022)
+
+Note 8. Leases
+
+We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093. Many leases include one or more options to renew.
+
+The components of lease costs are as follows (in millions):
+
+| |Year Ended December 31, 2023|Year Ended December 31, 2022|Year Ended December 31, 2021|
+|---|---|---|---|
+|Finance lease cost:|$3,040|$2,616|$2,171|
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Supplemental Balance Sheet Information|Supplemental Balance Sheet Information|Supplemental Balance Sheet Information|
+|---|
+|Weighted-average remaining lease term:|2023|2022|
+|Finance leases|14.0 years|14.4 years|
+|Operating leases|11.6 years|12.5 years|
+|Weighted-average discount rate:|2023|2022|
+|Finance leases|3.4%|3.1%|
+|Operating leases|3.7%|3.2%|
+
+|Years|Maturities of Lease Liabilities as of Dec. 31, 2023 (in millions)|
+|---|---|
+|2024|Operating Leases $2,219, Finance Leases $111|
+|2025|$2,330 (Operating Leases), $64 (Finance Leases)|
+|2026|$2,264 (Operating Leases), $64 (Finance Leases)|
+|2027|$2,233 (Operating Leases), $60 (Finance Leases)|
+|2028|$2,112 (Operating Leases), $60 (Finance Leases)|
+|Thereafter|$12,491 (Operating Leases), $492 (Finance Leases)|
+|Total undiscounted cash flows|$23,649 (Operating Leases), $851 (Finance Leases)|
+|Less: Imputed interest|($4,800) (Operating Leases), ($161) (Finance Leases)|
+|Present value of lease liabilities (1)|$18,849 (Operating Leases), $690 (Finance Leases)|
+
+|Lease Liabilities|Dec. 31, 2023|Dec. 31, 2022|
+|---|---|---|
+|Current|$1,623|$90|
+|Non-current|$17,226|$600|
+|Present value of lease liabilities (1)|$18,849|$690|
+
+Additional Information
+Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.
+
+The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.
+
+111
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Supplemental cash flow information related to leases (in millions)|Year Ended December 31|
+|---|---|
+| |2023|2022|2021|
+|Cash paid for amounts included in the measurement of lease liabilities:| | | |
+|Operating cash flows for operating leases (1)|$2,233|$1,654|$1,406|
+|Operating cash flows for finance leases|$20|$16|$15|
+|Financing cash flows for finance leases|$1,058|$850|$677|
+|Lease liabilities arising from obtaining right-of-use assets:| | | |
+|Operating leases|$4,370|$4,366|$4,466|
+|Finance leases|$588|$223|$160|
+
+Changes in the carrying amount of goodwill by reportable segment (in millions)
+Family of Apps
+Reality Labs
+Total
+
+Goodwill at December 31, 2021
+$18,458
+$739
+$19,197
+
+Acquisitions
+$773
+$364
+$1,137
+
+Adjustments
+$19
+($47)
+($28)
+
+Goodwill at December 31, 2022
+$19,250
+$1,056
+$20,306
+
+Acquisitions
+$0
+$357
+$357
+
+Adjustments
+($4)
+($5)
+($9)
+
+Goodwill at December 31, 2023
+$19,246
+$1,408
+$20,654
+---
+# Meta Platforms, Inc. - Intangible Assets
+
+# Table of Contents
+
+Intangible Assets
+Weighted-Average Remaining Useful Lives (in years)
+Gross Carrying Amount - December 31, 2023
+Accumulated Amortization - December 31, 2023
+Net Carrying Amount - December 31, 2023
+Gross Carrying Amount - December 31, 2022
+Accumulated Amortization - December 31, 2022
+Net Carrying Amount - December 31, 2022
+
+Acquired technology
+4.7
+$478
+($182)
+$296
+$507
+($144)
+$363
+
+Acquired patents
+2.4
+$287
+($233)
+$54
+$380
+($289)
+$91
+
+Other
+2.3
+$28
+($15)
+$13
+$86
+($25)
+$61
+
+Total finite-lived assets
+
+$793
+($430)
+$363
+$973
+($458)
+$515
+
+Total indefinite-lived assets
+N/A
+$425
+$0
+$425
+$382
+$0
+$382
+
+Total intangible assets
+
+$1,218
+($430)
+$788
+$1,355
+($458)
+$897
+
+Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.
+
+As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):
+
+Year
+Expected Amortization Expense (in millions)
+
+2024
+$136
+
+2025
+$97
+
+2026
+$46
+
+2027
+$24
+
+2028
+$15
+
+Thereafter
+$45
+
+Total
+$363
+---
+# Meta Platforms, Inc. - Long-term Debt
+
+# Table of Contents
+
+Long-term Debt
+
+|August 2022 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|December 31, 2022|
+|---|---|---|---|---|---|
+|2027 Notes|2027|3.50%|3.63%|$2,750|$2,750|
+|2032 Notes|2032|3.85%|3.92%|$3,000|$3,000|
+|2052 Notes|2052|4.45%|4.51%|$2,750|$2,750|
+|2062 Notes|2062|4.65%|4.71%|$1,500|$1,500|
+
+|May 2023 debt:|Maturity|Stated Interest Rate|Effective Interest Rate|December 31, 2023|
+|---|---|---|---|---|
+|2028 Notes|2028|4.60%|4.68%|$1,500|
+|2030 Notes|2030|4.80%|4.90%|$1,000|
+|2033 Notes|2033|4.95%|5.00%|$1,750|
+|2053 Notes|2053|5.60%|5.64%|$2,500|
+|2063 Notes|2063|5.75%|5.79%|$1,750|
+
+|Total face amount of long-term debt|
+|---|
+|$18,500|$10,000|
+
+|Unamortized discount and issuance costs, net|
+|---|
+|($115)|($77)|
+
+|Long-term debt|
+|---|
+|$18,385|$9,923|
+
+|Future principal payments for the Notes|
+|---|
+|2024 through 2026|$—|
+|2027|$2,750|
+|2028|$1,500|
+|Thereafter|$14,250|
+|Total outstanding debt|$18,500|
+
+Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.
+
+The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.
+
+As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):
+
+2024 through 2026: $—
+
+2027: $2,750
+
+2028: $1,500
+
+Thereafter: $14,250
+
+Total outstanding debt: $18,500
+
+114
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 11. Liabilities
+
+|Legal-related accruals|December 31, 2023|December 31, 2022|
+|---|---|---|
+|(1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 — Commitments and Contingencies.| | |
+
+|Accrued expenses and other current liabilities|Amount|
+|---|---|
+|Legal-related accruals|$24,625|
+|Accrued compensation and benefits|$6,659|
+|Accrued property and equipment|$2,213|
+|Accrued taxes|$3,655|
+|Other current liabilities|$5,506|
+
+|Other liabilities|2023|December 31, 2022|
+|---|---|---|
+|Income tax payable, non-current|$7,514|$6,645|
+|Other non-current liabilities|$1,370|$1,119|
+
+Note 12. Commitments and Contingencies
+
+Contractual Commitments
+
+|Year|Amount|
+|---|---|
+|2024|$12,105|
+|2025|$1,152|
+|2026|$417|
+|2027|$218|
+|2028|$127|
+|Thereafter|$2,470|
+|Total|$16,489|
+
+Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legal and Related Matters
+
+With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.
+
+We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.
+
+The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
+
+For information regarding income tax contingencies, see Note 15 — Income Taxes.
+
+Privacy and Related Matters
+
+Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.
+
+For the full report, please refer to the official SEC filing by Meta Platforms, Inc.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Financial Information
+
+Management Discussion and Analysis
+
+Oper Disclosures
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Legal Actions
+
+Details of legal actions taken against Meta Platforms, Inc. including antitrust lawsuits, class actions, and oper litigation matters.
+
+Securities and Oper Actions
+
+Information on securities-related actions, class actions, derivative actions, and government inquiries.
+
+Youp-Related Actions
+
+Overview of legal proceedings related to social media addiction allegations involving Facebook and Instagram.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Addiction Product Liability Personal Injury Litigation
+On October 13, 2023, in In re Social Media Cases, pe Los Angeles County Superior Court presiding over pe California state court proceedings sustained in part and overruled in part our demurrer as to pe plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on pese topics in various federal and state courts. These additional lawsuits include allegations regarding violations of pe Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, wip 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 pe U.S. District Court for pe Norpern District of California, as well as various state courts around pe country. We are also subject to government investigations and requests from multiple regulators concerning pe use of our products, and pe alleged mental and physical healp and safety impacts on users, particularly younger users.
+
+Oper Actions
+Beginning on August 15, 2018, multiple putative class actions were filed against us alleging pat we inflated our estimates of pe potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in pe U.S. District Court for pe Norpern 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, pe court dismissed certain of pe plaintiffs' claims, but permitted peir fraud and unfair competition claims to proceed. On March 29, 2022, pe court granted pe plaintiffs' motion for class certification. On June 21, 2022, pe U.S. Court of Appeals for pe Ninp Circuit granted our petition for permission to appeal pe district court's class certification order, and pe court heard argument on September 12, 2023. The case is stayed in pe district court pending appeal.
+
+Indemnifications
+In pe normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties wip respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or oper claims made by pird parties. These agreements may limit pe time wipin which an indemnification claim can be made and pe amount of pe claim. In addition, we have entered into indemnification agreements wip our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations. It is not possible to determine pe maximum potential amount under pese indemnification agreements due to pe limited history of prior indemnification claims and pe unique facts and circumstances involved in each particular agreement. Historically, payments made by us under pese agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, pere was not a reasonable possibility we had incurred a material loss wip respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification prough December 31, 2023.
+---
+# Meta Platforms, Inc. - Stockholders' Equity
+
+# Stockholders' Equity
+
+Common Stock
+Our certificate of incorporation auporizes pe issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are auporized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each wip a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to pe rights of pe holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while pe holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock proughout pe notes to pese financial statements, unless operwise noted.
+As of December 31, 2023, pere were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.
+
+Capital Return Program
+Share Repurchase
+Our board of directors has auporized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and auporized for repurchases under pis program. In January 2023, an additional $40 billion of repurchases was auporized under pis program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes pe 1% excise tax accruals as a result of pe Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and auporized for repurchases. In January 2024, an additional $50 billion of repurchases was auporized under pis program.
+The timing and actual number of shares repurchased under pe repurchase program depend on a variety of factors, including price, general business and market conditions, and oper investment opportunities. Shares may be repurchased prough open market purchases or privately negotiated transactions, including prough pe use of trading plans intended to qualify under Rule 10b5-1 under pe Securities Exchange Act of 1934, as amended.
+Dividend
+On February 1, 2024, we announced pe initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at pe close of business on February 22, 2024.
+Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at pe sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.
+Share-based Compensation Plan
+We have one active share-based employee compensation plan, pe 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for pe issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares pat are wipheld in connection wip pe net settlement of RSUs or forfeited are added to pe reserves of pe Amended 2012 Plan.
+On March 1, 2023, pe number of shares available for issuance under pe Amended 2012 Plan increased by 425 million shares pursuant to pe December 2022 amendment. As of December 31, 2023, pere were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
+---
+# Meta Platforms, Inc. Annual Report
+
+# Table of Contents
+
+Year Ended December 31
+
+Cost of revenue
+$ 2023 740 $ 2022 768 $ 2021 577
+
+Research and development
+11,429 9,361 7,106
+
+Marketing and sales
+952 1,004 837
+
+General and administrative
+906 859 644
+
+Total share-based compensation expense
+$ 14,027 $ 11,992 $ 9,164
+
+Weighted-Average Grant Date Fair Value Per Share
+
+Unvested at December 31, 2022
+127,110 $ 216.93
+
+Granted
+112,066 $ 202.46
+
+Vested
+(65,402) $ 210.74
+
+Forfeited
+(24,712) $ 210.39
+
+Unvested at December 31, 2023
+149,062 $ 209.85
+
+The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively. The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion, $9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022, and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.
+
+As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.
+
+Year Ended December 31
+
+Interest income
+$ 2023 1,639 $ 2022 461 $ 2021 484
+
+Interest expense
+(446) (185) (23)
+
+Foreign currency exchange losses, net
+(366) (81) (140)
+
+Other income (expense), net
+(150) (320) 210
+
+Interest and other income (expense), net
+$ 677 $ (125) $ 531
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 15. Income Taxes
+
+|Components of Income Before Provision for Income Taxes (in millions)|
+|---|
+|Year Ended December 31|Domestic|Foreign|
+|2023|43,499|3,929|
+|2022|25,025|3,794|
+|2021|43,669|3,615|
+
+|Provision for Income Taxes (in millions)|
+|---|
+|Year Ended December 31|Current|Deferred|
+|2023|8,199|131|
+|2022|8,896|-3,277|
+|2021|7,305|609|
+
+|Reconciliation of U.S. Federal Statutory Income Tax Rates to Effective Tax Rate (in percentages)|
+|---|
+|Year Ended December 31|U.S. Federal Statutory Income Tax Rate|Effective Tax Rate|
+|2023|21.0%|17.6%|
+|2022|21.0%|19.5%|
+|2021|21.0%|16.7%|
+---
+# Meta Platforms, Inc. - Deferred Tax Assets and Liabilities
+
+# Deferred Tax Assets and Liabilities
+
+Deferred Tax Assets (in millions)
+
+Item
+2023
+December 31, 2022
+
+Loss carryforwards
+$353
+$234
+
+Tax credit carryforwards
+2,028
+1,576
+
+Share-based compensation
+459
+368
+
+Accrued expenses and other liabilities
+2,168
+1,627
+
+Lease liabilities
+3,752
+3,200
+
+Capitalized research and development
+9,292
+8,175
+
+Unrealized losses in securities and investments
+232
+489
+
+Other
+487
+621
+
+Total deferred tax assets
+18,771
+16,290
+
+Less: valuation allowance
+(2,879)
+(2,493)
+
+Deferred tax assets, net of valuation allowance
+15,892
+13,797
+
+Deferred Tax Liabilities (in millions)
+
+Item
+2023
+December 31, 2022
+
+Depreciation and amortization
+(8,320)
+(6,296)
+
+Right-of-use assets
+(2,708)
+(2,555)
+
+Total deferred tax liabilities
+(11,028)
+(8,851)
+
+Net deferred tax assets
+$4,864
+$4,946
+
+The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.
+
+As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.
+
+Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period.
+
+Gross Unrecognized Tax Benefits (in millions)
+
+Year Ended December 31
+
+Gross unrecognized tax benefits - beginning of period
+$10,757 (2023)
+
+$9,807 (2022)
+
+$8,692 (2021)
+
+Increases related to prior year tax positions
+168
+
+210
+
+328
+
+Decreases related to prior year tax positions
+(264)
+
+(172)
+
+(86)
+
+Increases related to current year tax positions
+1,204
+
+1,166
+
+963
+
+Decreases related to settlements of prior year tax positions
+(199)
+
+(254)
+
+(90)
+
+Gross unrecognized tax benefits - end of period
+$11,666
+
+$10,757
+
+$9,807
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Unrecognized Tax Benefits
+These unrecognized tax benefits were primarily accrued for pe uncertainties related to transfer pricing wip our foreign subsidiaries, which include licensing of intellectual property, providing services and oper transactions, as well as for pe uncertainties wip our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits wipin pe provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.
+
+Tax Benefit Realization
+If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, pis would result in a tax benefit of $7.33 billion wipin our provision of income taxes at such time.
+
+Taxation and Examination
+We are subject to taxation in pe United States and various oper state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include pe United States and Ireland. We are under examination by pe Internal Revenue Service (IRS) for our 2017 prough 2019 tax years. Our 2014 prough 2016 tax years are wip pe IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by pe IRS and pe Irish Revenue Commissioners.
+
+IRS Notice and Tax Liability
+In July 2016, we received a Statutory Notice of Deficiency (Notice) from pe IRS related to transfer pricing wip our foreign subsidiaries in conjunction wip pe examination of pe 2010 tax year. While pe Notice applies only to pe 2010 tax year, pe IRS stated pat it will also apply its position for tax years subsequent to 2010 and has done so in years covered by pe second Notice described below. We do not agree wip pe position of pe IRS and have filed a petition in pe Tax Court challenging pe Notice. On January 15, 2020, pe IRS's amendment to answer was filed stating pat it planned to assert at trial an adjustment pat is higher pan pe adjustment stated in pe Notice. The first session of pe trial was completed in March 2020 and pe final trial session was completed in August 2022. We expect pe Tax Court to issue an opinion in 2024. Based on pe information provided, we believe pat, if pe IRS prevails in its updated position, pis could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of pe amounts in our originally filed U.S. return, plus interest and any penalties asserted.
+
+Second IRS Notice and Tax Liability
+In March 2018, we received a second Notice from pe IRS in conjunction wip pe examination of our 2011 prough 2013 tax years. The IRS applied its position from pe 2010 tax year to each of pese years and also proposed new adjustments related to oper transfer pricing wip our foreign subsidiaries and certain tax credits pat we claimed. If pe IRS prevails in its position for pese new adjustments, pis could result in an additional federal tax liability of up to approximately $680 million in excess of pe amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree wip pe positions of pe IRS in pe second Notice and have filed a petition in pe Tax Court challenging pe second Notice.
+
+Unresolved Tax Matters
+We have previously accrued an estimated unrecognized tax benefit consistent wip pe guidance in ASC 740, Income Taxes (ASC 740), pat is lower pan pe potential additional federal tax liability from pe positions taken by pe IRS in pe two Notices and its Pretrial Memorandum. In addition, if pe IRS prevails in its positions related to transfer pricing wip our foreign subsidiaries, pe additional tax pat we would owe would be partially offset by a reduction in pe tax pat we owe under pe mandatory transition tax on accumulated foreign earnings from pe 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved pese matters and proceedings continue in pe Tax Court.
+
+Reserves and Uncertainties
+We believe pat adequate amounts have been reserved in accordance wip ASC 740 for any adjustments to pe provision for income taxes or oper tax items pat may ultimately result from pese examinations. The timing of pe resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible pat pe balance of gross unrecognized tax benefits could significantly change in pe next 12 monps. Given pe number of years remaining pat are subject to examination, we are unable to estimate pe full range of possible adjustments to pe balance of gross unrecognized tax benefits. If pe tax auporities prevail in pe assessment of additional tax due, pe assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Note 16. Segment and Geographical Information
+
+Segment Information
+We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and oper services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are pe same as our reportable segments.
+Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses pe performance of each operating segment using information about pe operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.
+Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated wip partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation mepodology, when such costs are significant to pe performance measures of pe operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to pe operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.
+
+|Segment Information of Revenue and Income (Loss) from Operations (in millions)|
+|---|
+| |Year Ended December 31,|2023|2022|2021|
+|Revenue:|Family of Apps|$133,006|$114,450|$115,655|
+| |Reality Labs|$1,896|$2,159|$2,274|
+| |Total revenue|$134,902|$116,609|$117,929|
+|Income (Loss) from Operations:|Family of Apps|$62,871|$42,661|$56,946|
+| |Reality Labs|($16,120)|($13,717)|($10,193)|
+| |Total income from operations|$46,751|$28,944|$46,753|
+
+|Long-Lived Assets by Geographic Area (in millions)|
+|---|
+| |2023|December 31, 2022|
+|United States|$91,940|$76,334|
+|Rest of the World (1)|$17,941|$15,857|
+| |Total long-lived assets|$109,881|$92,191|
+
+(1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Item 9. Changes in and Disagreements wip Accountants on Accounting and Financial Disclosure
+
+Item 9A. Controls and Procedures
+
+<p
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+PART III
+
+Item 10. Directors, Executive Officers and Corporate Governance
+The information required by pis item is incorporated by reference to our Proxy Statement for pe 2024 Annual Meeting of Stockholders to be filed wip
+pe SEC wipin 120 days of pe fiscal year ended December 31, 2023.
+
+Item 11. Executive Compensation
+The information required by pis item is incorporated by reference to our Proxy Statement for pe 2024 Annual Meeting of Stockholders to be filed wip
+pe SEC wipin 120 days of pe fiscal year ended December 31, 2023.
+
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+The information required by pis item is incorporated by reference to our Proxy Statement for pe 2024 Annual Meeting of Stockholders to be filed wip
+pe SEC wipin 120 days of pe fiscal year ended December 31, 2023.
+
+Item 13. Certain Relationships and Related Transactions, and Director Independence
+The information required by pis item is incorporated by reference to our Proxy Statement for pe 2024 Annual Meeting of Stockholders to be filed wip
+pe SEC wipin 120 days of pe fiscal year ended December 31, 2023.
+
+Item 14. Principal Accountant Fees and Services
+The information required by pis item is incorporated by reference to our Proxy Statement for pe 2024 Annual Meeting of Stockholders to be filed wip
+pe SEC wipin 120 days of pe fiscal year ended December 31, 2023.
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+## PART IV
+
+### Item 15. Exhibit and Financial Statement Schedules
+
+We have filed the following documents as part of this Form 10-K:
+
+|Consolidated Financial Statements|Page|
+|---|---|
+|Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)|85|
+|Consolidated Balance Sheets|89|
+|Consolidated Statements of Income|90|
+|Consolidated Statements of Comprehensive Income|91|
+|Consolidated Statements of Stockholders' Equity|92|
+|Consolidated Statements of Cash Flows|93|
+|Notes to Consolidated Financial Statements|95|
+
+Financial Statement Schedules
+All schedules have been omitted because pey are not required, not applicable, not present in amounts sufficient to require submission of pe schedule, or pe required information is operwise included.
+
+|Exhibits|Incorporated by Reference|Filed|
+|---|---|---|
+|3.1|Amended and Restated Certificate of Incorporation.|8-K|001-35551|3.1|October 28, 2021|
+|4.1|Form of Class A Common Stock Certificate.|10-K|001-35551|4.1|February 3, 2022|
+|4.2|Form of Class B Common Stock Certificate.|10-K|001-35551|4.2|February 3, 2022|
+|4.3|Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|August 9, 2022|
+|4.4|First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.2|August 9, 2022|
+|4.5|Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.|8-K|001-35551|4.1|May 3, 2023|
+|4.6|Description of Registrant's Capital Stock.|X| | | |
+|10.1+|Form of Indemnification Agreement.|8-K|001-35551|10.1|April 15, 2019|
+|10.2(A)+|2012 Equity Incentive Plan, as amended.|10-K|001-35551|10.2(A)|February 2, 2023|
+|10.2(B)+|Third Amendment to the 2012 Equity Incentive Plan.|10-K|001-35551|10.2(B)|February 2, 2023|
+|10.2(C)+|2012 Equity Incentive Plan forms of award agreements.|10-Q|001-35551|10.2|July 31, 2012|
+|10.2(D)+|2012 Equity Incentive Plan forms of award agreements (Additional Forms).|10-Q|001-35551|10.1|May 4, 2017|
+
+128
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Exhibit Number
+Exhibit Description
+Form
+File No.
+Exhibit
+Filing Date
+Herewith
+
+10.2(E)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+July 27, 2017
+
+10.2(F)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 26, 2018
+
+10.2(G)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-K
+001-35551
+10.3(G)
+January 31, 2019
+
+10.2(H)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 25, 2019
+
+10.2(I)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+April 30, 2020
+
+10.2(J)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.2
+July 29, 2021
+
+10.2(K)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.3
+April 28, 2022
+
+10.2(L)+
+2012 Equity Incentive Plan forms of award agreements (Additional Forms)
+10-Q
+001-35551
+10.1
+April 27, 2023
+
+10.3+
+Amended and Restated Bonus Plan, effective January 1, 2023
+10-Q
+001-35551
+10.1
+October 26, 2023
+
+10.4+
+Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg
+S-1
+333-179287
+10.6
+February 8, 2012
+
+10.5+
+Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox
+10-Q
+001-35551
+10.1
+April 29, 2021
+
+10.6+
+Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan
+10-K
+001-35551
+10.8
+February 2, 2023
+
+10.7+
+Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth
+10-Q
+001-35551
+10.3
+April 27, 2023
+
+10.8+
+Offer Letter, dated November 1, 2022, between Registrant and Susan Li
+10-Q
+001-35551
+10.4
+April 27, 2023
+
+10.9+
+Form of Executive Officer Offer Letter
+10-Q
+001-35551
+10.3
+July 25, 2019
+
+10.10+
+Director Compensation Policy, as amended
+10-Q
+001-35551
+10.5
+April 27, 2023
+
+10.11+
+Deferred Compensation Plan for Non-Employee Directors
+10-K
+001-35551
+10.12
+February 2, 2023
+
+10.12+
+Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg
+10-Q
+001-35551
+10.2
+April 29, 2021
+
+21.1
+List of Subsidiaries
+
+X
+
+23.1
+Consent of Independent Registered Public Accounting Firm
+
+X
+
+31.1
+Certification of Mark Zuckerberg,
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+Exhibit Number
+Exhibit Description
+Form
+File No.
+Exhibit Filing Date
+Herewith
+
+32.2#
+Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+
+X
+
+97.1
+Compensation Recoupment Policy.
+
+X
+
+101.INS
+Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
+
+X
+
+101.SCH
+Inline XBRL Taxonomy Extension Schema Document.
+
+X
+
+101.CAL
+Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+
+X
+
+101.DEF
+Inline XBRL Taxonomy Extension Definition Linkbase Document.
+
+X
+
+101.LAB
+Inline XBRL Taxonomy Extension Labels Linkbase Document.
+
+X
+
+101.PRE
+Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+
+X
+
+104
+Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+
+X
+
++ Indicates a management contract or compensatory plan.
+
+# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+
+## Item 16. Form 10-K Summary
+
+None.
+
+130
+---
+# Annual Report
+
+# Table of Contents
+
+SIGNATURES
+
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
+10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024.
+
+META PLATFORMS, INC.
+Date: February 1, 2024
+/s/ Susan Li
+Susan Li
+Chief Financial Officer
+
+131
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Table of Contents
+
+|Signature|Title|Date|
+|---|---|---|
+|/s/ Mark Zuckerberg|Board Chair and Chief Executive Officer|February 1, 2024|
+|/s/ Susan Li|Chief Financial Officer|February 1, 2024|
+|/S/ Aaron Anderson|Chief Accounting Officer|February 1, 2024|
+|/s/ Peggy Alford|Director|February 1, 2024|
+|/s/ Marc L. Andreessen|Director|February 1, 2024|
+|/s/ Andrew W. Houston|Director|February 1, 2024|
+|/s/ Nancy Killefer|Director|February 1, 2024|
+|/s/ Robert M. Kimmitt|Director|February 1, 2024|
+|/s/ Sheryl K. Sandberg|Director|February 1, 2024|
+|/s/ Tracey T. Travis|Director|February 1, 2024|
+|/s/ Tony Xu|Director|February 1, 2024|
+---
+# Meta Platforms, Inc. - Description of Capital Stock
+
+# DESCRIPTION OF CAPITAL STOCK
+
+Element
+Description
+
+Company
+Meta Platforms, Inc. (the “company,” “we,” “us” and “our”)
+
+Authorized Capital Stock
+9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value per share
+
+## Common Stock
+
+Element
+Description
+
+Dividend Rights
+Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine
+
+Voting Rights
+The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in certain circumstances
+
+No Preemptive or Similar Rights
+Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Right to Receive Liquidation Distributions
+
+Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders
+of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if
+any, on any outstanding shares of preferred stock.
+
+# Conversion
+
+The outstanding shares of Class B common stock are convertible at any time as follows:
+
+1. At the option of the holder, a share of Class B common stock may be converted at any time into one share of Class A common stock
+2. Upon the election of the holders of a majority of the then outstanding shares of Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock.
+
+In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
+
+# Preferred Stock
+
+Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time
+to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its
+qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of
+shares of that series then outstanding, without any further vote or action by our stockholders. Our
+---
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+# Amended and Restated Certificate of Incorporation and Bylaw Provisions
+
+Separate Class B Vote for Certain Transactions
+Any transaction pat would result in a change in control of our company requires pe approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less pan pirty-five percent (35%) of pe combined voting power of our common stock. This provision could delay or prevent pe approval of a change in control pat might operwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting togeper on a combined basis.
+
+Dual Class Stock
+
+Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the
+---
+# Meta Platforms, Inc. - Annual Report
+
+# Stockholder Rights
+
+Stockholder Rights
+
+Stockholders may be called only by a majority of our
+---
+# Meta Platforms, Inc. - List of Subsidiaries
+
+List of Subsidiaries
+Cassin Networks ApS (Denmark)
+Edge Network Services Limited (Ireland)
+Facebook Circularity, LLC (Delaware)
+Facebook Holdings, LLC (Delaware)
+Facebook India Online Services Private Limited (India)
+Facebook Operations, LLC (Delaware)
+Facebook Procurement LLC (Delaware)
+Facebook Serviços Online Do Brasil Lpa. (Brazil)
+Facebook UK Limited (United Kingdom)
+FCL Tech Limited (Ireland)
+Goldframe LLC (Delaware)
+Greater Kudu LLC (Delaware)
+Hibiscus Properties, LLC (Delaware)
+Instagram, LLC (Delaware)
+Malkoha Pte. Lp. (Singapore)
+Meta Payments Inc. (Florida)
+Meta Platforms Ireland Limited (Ireland)
+Meta Platforms Technologies, LLC (Delaware)
+Morning Hornet LLC (Delaware)
+Pinnacle Sweden AB (Sweden)
+Raven Norpbrook LLC (Delaware)
+Redale LLC (Delaware)
+Runways Information Services Limited (Ireland)
+Scout Development, LLC (Delaware)
+Siculus, Inc. (Delaware)
+Sidecat LLC (Delaware)
+Stadion LLC (Delaware)
+Starbelt LLC (Delaware)
+Vitesse, LLC (Delaware)
+WhatsApp LLC (Delaware)
+Winner LLC (Delaware)
+Woolhawk LLC (Delaware)
+---
+Consent of Independent Registered Public Accounting Firm
+We consent to pe incorporation by reference in pe following Registration Statements:
+(1) Registration Statement (Form S-8 No. 333-270184) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(2) Registration Statement (Form S-8 No. 333-262508) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(3) Registration Statement (Form S-8 No. 333-252518) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(4) Registration Statement (Form S-8 No. 333-236161) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(5) Registration Statement (Form S-8 No. 333-229457) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(6) Registration Statement (Form S-8 No. 333-222823) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(7) Registration Statement (Form S-8 No. 333-186402) pertaining to pe 2012 Equity Incentive Plan of Meta Platforms, Inc.,
+(8) Registration Statement (Form S-8 No. 333-181566) pertaining to pe 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Meta Platforms, Inc., and
+(9) Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.
+of our reports dated February 1, 2024, wip respect to pe consolidated financial statements of Meta Platforms, Inc. and pe effectiveness of internal control over financial reporting of Meta Platforms, Inc. included in pis Annual Report (Form 10-K) of Meta Platforms, Inc. for pe year ended December 31, 2023.
+/s/ Ernst & Young LLP
+San Mateo, California February 1, 2024
+---
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.
+
+2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report
+
+3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
+
+1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.
+
+2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report
+
+3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
+---
+# Meta Platforms, Inc. - Annual Report
+
+## CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
+
+### AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+Annual Report on Form 10-K
+Company
+Year Ended
+
+Report
+December 31, 2023
+Section 13(a) or 15(d) of the Securities Exchange Act of 1934
+
+Information in the Report
+Financial Condition
+Results of Operations
+
+Fairly Presents
+All Material Respects
+Periods Presented
+
+Date: February 1, 2024
+
+Mark Zuckerberg
+Board Chair and Chief Executive Officer
+Principal Executive Officer
+
+Signature: /s/ MARK ZUCKERBERG
+Mark Zuckerberg
+Board Chair and Chief Executive Officer
+---
+# Meta Platforms, Inc. - Annual Report
+
+## CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
+
+Chief Financial Officer
+Date
+
+Susan Li
+February 1, 2024
+
+I, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
+
+- The Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
+- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
+
+Chief Financial Officer
+Signature
+
+Susan Li
+Chief Financial Officer (Principal Financial Officer)
+---
+# Meta Platforms, Inc. - Compensation Recoupment Policy
+
+# META PLATFORMS, INC. COMPENSATION RECOUPMENT POLICY
+
+This Meta Platforms, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation, Nominating & Governance
+Committee of the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) on June 1, 2023. This Policy provides for the recoupment of
+certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
+U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section
+10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.
+
+## 1. Definitions
+
+Term
+Definition
+
+Committee
+The Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no Compensation, Nominating & Governance Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members of the Board.
+
+Covered Compensation
+Any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided that: (i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and (ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation. For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.
+
+Covered Executive
+Any current or former Executive Officer.
+
+Effective Date
+The date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
+
+Exchange Act
+The U.S. Securities Exchange Act of 1934, as amended.
+
+Executive Officer
+With respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested persons.
+
+Financial Reporting Measure
+Any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
+---
+# Meta Platforms, Inc. - Financial Restatement Policy
+
+# Financial Restatement Policy
+
+(h) "Financial Restatement" means a restatement of the Company's financial statements due to the Company's material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
+
+(i) an error in previously issued financial statements pat is material to pe previously issued financial statements;
+(ii) an error pat would result in a material misstatement if (A) pe error were corrected in pe current period or (B) left uncorrected in pe current period.
+
+For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company's financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company's internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
+
+(j) "Incentive-based Compensation" means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, "Incentive-based Compensation" shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
+
+(k) "Nasdaq" means the NASDAQ Global Select Market, or any successor thereof.
+
+(l) "Recoupment Period" means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company's fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company's previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
+
+(m) "Recoupment Trigger Date" means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
+
+## Recoupment of Erroneously Awarded Compensation
+
+(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the "Awarded Compensation") exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the "Adjusted Compensation"), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the "Erroneously Awarded Compensation").
+
+(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company's reasonable estimate of the effect of the Financial Restatement on the Company's stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
+---
+Section 2: Recovery of Erroneously Awarded Compensation
+
+(c)
+For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
+
+(d)
+Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
+
+(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the Nasdaq;
+
+(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
+
+(e)
+The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
+
+(f)
+The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
+
+Section 3: Administration
+
+This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
+
+Section 4: Amendment/Termination
+
+Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required
+---
+Interpretation
+
+Oper Compensation Clawback/Recoupment Rights
+
+Exempt Compensation
+
+Miscellaneous