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__________________________

Delaware			20-1665019
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

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

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

Portions of the registrant's Proxy Statement for the 2023 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, 2022.

						Page
Note About Forward-Looking Statements						3
Limitations of Key Metrics and Other Data						4
PART I
Item 1.			Business			7
Item 1A.			Risk Factors			14
Item 1B.			Unresolved Staff Comments			48
Item 2.			Properties			48
Item 3.			Legal Proceedings			48
Item 4.			Mine Safety Disclosures			51
PART II
Item 5.			Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			52
Item 6.			[Reserved]			53
Item 7.			Management's Discussion and Analysis of Financial Condition and Results of Operations			54
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			78
Item 8.			Financial Statements and Supplementary Data			80
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			120
Item 9A.			Controls and Procedures			120
Item 9B.			Other Information			120
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			120
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			121
Item 11.			Executive Compensation			121
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			121
Item 13.			Certain Relationships and Related Transactions, and Director Independence			121
Item 14.			Principal Accountant Fees and Services			121
PART IV
Item 15.			Exhibit and Financial Statement Schedules			122
Item 16.			Form 10-K Summary			124
Signatures						125

•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, and more.

•Instagram. Instagram brings people closer to the people and things they love. Instagram Feed, Stories, Reels, Video, Live, Shops, 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.

•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.

•Location is flexible but presence is essential. As of September 30, 2022, 83% of managers at Meta had direct reports in a different location, and 24% of our employees were fully remote.

•Remote work has helped us reach new talent in a competitive tech landscape and broaden our representation. We have seen that candidates who accepted remote job offers were more often underrepresented people.

•Beginning March 2023, we are permitting employees in eligible roles to transfer to any Meta office within their country of employment. We expect distributed teams to establish strong norms that support efficiency, including more predictable and coordinated in-person working time.

•Severance: 16 weeks of base pay plus two additional weeks for every year of service.

•Paid time off: payment for all remaining paid time off.

•Restricted stock unit vesting: receipt of November 2022 vesting for outstanding employee restricted stock unit awards.

•Health insurance: coverage of the cost of healthcare for employees and their families for six months.

•Career services: three months of career support with an external vendor, including early access to unpublished job leads.

•Immigration support: dedicated immigration specialists to help guide employees based on their needs.

Item 1A.Risk Factors

•our ability to add and retain users and maintain levels of user engagement with our products;

•the loss of, or reduction in spending by, our marketers;

•reduced availability of data signals used by our ad targeting and measurement tools;

•ineffective operation with mobile operating systems or changes in our relationships with mobile operating system partners;

•failure of our new products, or changes to our existing products, to attract or retain users or generate revenue;

•our ability to compete effectively;

•fluctuations in our financial results;

•unfavorable media coverage and other risks affecting our ability to maintain and enhance our brands;

•the COVID-19 pandemic, including its impact on our advertising business;

•acquisitions and our ability to successfully integrate our acquisitions;

•our ability to build, maintain, and scale our technical infrastructure, and risks associated with disruptions in our service;

•operating our business in multiple countries around the world;

•litigation, including class action lawsuits;

•government restrictions on access to Facebook or our other products, or other actions that impair our ability to sell advertising, in their countries;

•complex and evolving U.S. and foreign privacy, data use and data protection, content, competition, consumer protection, and other laws and regulations;

•the impact of government investigations, enforcement actions, and settlements, including litigation and investigations by privacy and competition authorities;

•our ability to comply with regulatory and legislative privacy requirements, including our consent order with the Federal Trade Commission (FTC);

•the occurrence of security breaches, improper access to or disclosure of our data or user data, and other cyber incidents or undesirable activity on our platform;

•our ability to obtain, maintain, protect, and enforce our intellectual property rights; and

•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, Chairman, and CEO.

•users increasingly engage with other competitive products or services;

•we fail to introduce new features, products, or services that users find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received;

•users feel that their experience is diminished as a result of the decisions we make with respect to the frequency, prominence, format, size, and quality of ads that we display;

•users have difficulty installing, updating, or otherwise accessing our products on mobile devices as a result of actions by us or third parties that we rely on to distribute our products and deliver our services;

•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 regulators, courts, or legislative bodies determining that our reliance on Standard Contractual Clauses (SCCs) or other legal bases we rely upon to transfer user data from the European Union to the United States is invalid;

•there is decreased engagement with our products, or failure to accept our terms of service, as part of privacy-focused changes that we have implemented or may implement in the future, whether voluntarily, in connection with the General Data Protection Regulation (GDPR), the European Union's ePrivacy Directive, the California Privacy Rights Act (CPRA), 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 similar 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 new technologies such as artificial intelligence, are unsuccessful or discontinued, whether as a result of actions by us, our competitors, or other third parties, or otherwise;

•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.

•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 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 successfully monetize, 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 regulators, courts, or legislative bodies determining that our reliance on SCCs or other legal bases we rely upon to transfer user data from the European Union to the United States is invalid;

•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 foreign 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 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 opt in or 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, California Privacy Rights Act (CPRA), the Digital Markets Act (DMA), other laws, regulations, regulatory actions, or litigation, or otherwise, that impact our ability to use data for advertising purposes;

•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

•the popularity, usefulness, ease of use, performance, and reliability of our products compared to our competitors' products;

•the size and composition of our user base;

•the engagement of users with our products and competing products;

•our ability to attract and retain businesses who use our free or paid business and advertising services;

•the timing and market acceptance of products, including developments and enhancements to our or our competitors' products;

•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 and grow our operations; and

•our reputation and brand strength relative to those of our competitors.

•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 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, including the COVID-19 pandemic, 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;

•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 operations 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, and content, 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 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, including as a result of the COVID-19 pandemic, which may impact the other factors described above.

•volatility in the size of our user base and user engagement, particularly for our messaging products, whether as a result of shelter-in-place measures or other factors;

•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;

•increased misuse of our products and services or user data by third parties, including improper advertising practices or other activity inconsistent with our terms, contracts, or policies, misinformation or other illicit or objectionable material on our platforms, election interference, or other undesirable activity; 

•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.

•political, social, or economic instability;

•risks related to legal, regulatory, and other government scrutiny applicable to U.S. companies with sales and operations in foreign jurisdictions, including with respect to privacy, tax, law enforcement, content, trade compliance, supply chain, competition, consumer protection, intellectual property, environmental, health and safety, licensing, and infrastructure matters;

•potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities;

•enhanced difficulty in reviewing content on our platform and enforcing our community standards across different languages and countries;

•fluctuations in currency exchange rates and compliance with currency controls;

•foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently;

•higher levels of credit risk and payment fraud;

•enhanced difficulties of integrating any foreign acquisitions;

•burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, content moderation, data localization, data protection, 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 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 technical personnel, particularly for 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.

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 CPRA, ePrivacy Directive, DMA, and DSA. 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 are reallocating 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. We also expect that our privacy compliance and oversight efforts will 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 will be subject to new 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. If we are unable to successfully implement and comply with the mandates of the FTC consent order, GDPR, CPRA, ePrivacy Directive, DMA, DSA, or other regulatory or legislative requirements, or if we are found to be 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, or other penalties, 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.

•actual or anticipated fluctuations in our revenue and other operating results for either of our reportable segments;

•the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

•actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•additional shares of our stock being sold into the market by us, our existing stockholders, or in connection with acquisitions, or the anticipation of such sales;

•investor sentiment with respect to our competitors, our business partners, and our industry in general;

•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•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.

•until the first date on which the outstanding shares of our Class B common stock represent less than 35% of the combined voting power of our common stock, any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class;

•we currently have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock;

•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain amendments to our certificate of incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock;

•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;

•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our board of directors will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause;

•when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent;

•only our chairman, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of stockholders;

•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;

•our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and

•certain litigation against us can only be brought in Delaware.

Item 1B.Unresolved Staff Comments

Item 2.Properties

Our corporate headquarters are located in Menlo Park, California. As of December 31, 2022, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas. However, beginning in the third quarter of 2022, we made a decision to either sublease, early terminate, or abandon several office buildings under operating leases. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth.

Item 3.Legal Proceedings

Item 4.Mine Safety Disclosures

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

			Total Number of Shares Purchased (1)						Average Price Paid Per Share (2)						Total Number of Shares Purchased as Part of Publicly Announced Programs (1)						Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
			(in thousands)												(in thousands)						(in millions)
October 1 - 31, 2022			20,180						$	126.03					20,180						$	15,232
November 1 - 30, 2022			24,878						$	105.28					24,878						$	12,613
December 1 - 31, 2022			14,808						$	117.87					14,808						$	10,868
			59,866												59,866

(1)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 January 2023, an additional $40 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 14 — Stockholders' Equity in Part II, Item 8 of the 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.

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

Our financial results and key community metrics for 2022 are set forth below. Our total revenue for 2022 was $116.61 billion, a decrease of 1% compared to 2021, which reflects a $5.96 billion negative impact from the appreciation of the U.S. dollar relative to other foreign currencies. Revenue on a constant currency basis was $122.57 billion for 2022, an increase of 4% compared to 2021. Our advertising revenue was impacted by a reduction in advertising demand during 2022 compared to 2021, which we believe was primarily driven by reduced marketer spending as a result of a more challenging macroeconomic environment, as well as limitations on our ad targeting and measurement tools arising from changes to iOS and the regulatory environment. Our average price per ad decreased by 16% year-over-year in 2022, partially offset by an 18% year-over-year increase in ad impressions delivered across our Family of Apps.

Income from operations for 2022 was $28.94 billion, a decrease of $17.81 billion, or 38%, compared to 2021, mainly due to an increase in payroll and related expenses associated with a 20% increase in employee headcount particularly in engineering and other technical functions and higher operational expenses related to our data centers and technical infrastructure. Starting in the third quarter of 2022, we began a series of cost management initiatives including facilities consolidation, a layoff of approximately 11,000 employees, and a pivot in our data center strategy, which resulted in total restructuring charges of $4.61 billion in 2022. We expect we may incur significant additional restructuring charges as we continue to focus on cost efficiency measures through 2023.

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 and virtual reality related consumer hardware, software, and content.

			Family of Apps																		Reality Labs																		Total
			Year Ended December 31,																		Year Ended December 31,																		Year Ended December 31,
			2022						2021						% change						2022						2021						% change						2022						2021						% change
			(in millions, except percentages)
Revenue			$	114,450					$	115,655					(1)%						$	2,159					$	2,274					(5)%						$	116,609					$	117,929					(1)%
Costs and expenses			$	71,789					$	58,709					22%						$	15,876					$	12,467					27%						$	87,665					$	71,176					23%
Income (loss) from operations			$	42,661					$	56,946					(25)%						$	(13,717)					$	(10,193)					(35)%						$	28,944					$	46,753					(38)%
Operating margin			37		%				49		%										(635)		%				(448)		%										25		%				40		%

•Net income was $23.20 billion, with diluted earnings per share of $8.59 for the year ended December 31, 2022.

•Capital expenditures, including principal payments on finance leases, were $32.04 billion for the year ended December 31, 2022.

•Effective tax rate was 19.5% for the year ended December 31, 2022.

•Cash, cash equivalents, and marketable securities were $40.74 billion as of December 31, 2022.

•Long-term debt was $9.92 billion as of December 31, 2022.

•Headcount was 86,482 as of December 31, 2022, an increase of 20% year-over-year. Our reported headcount includes a substantial majority of the approximately 11,000 employees impacted by the layoff we announced in November 2022, who will no longer be reflected in our headcount by the end of the first quarter of 2023.

A summary of our restructuring charges for the year ended December 31, 2022 by major activity type is as follows (in millions):

			Facilities Consolidation												Severance and Other Personnel Costs						Data Center Assets												Total
Cost of revenue			$	154											$	—					$	1,341											$	1,495
Research and development			1,311												408						—												1,719
Marketing and sales			404												234						—												638
General and administrative			426												333						—												759
Total			$	2,295											$	975					$	1,341											$	4,611

Total restructuring charges recorded under our FoA segment were $4.10 billion and RL segment were $515 million. These charges lowered our operating margin by four percentage points and diluted earnings per share (EPS) by $1.34. The impact of severance and other personnel costs recorded in the fourth quarter of 2022 was not material after offsetting with the savings from the decreases in payroll, bonus and other benefits expenses.

•Family daily active people (DAP) was 2.96 billion on average for December 2022, an increase of 5% year-over-year.

•Family monthly active people (MAP) was 3.74 billion as of December 31, 2022, an increase of 4% year-over-year.

•Facebook daily active users (DAUs) were 2.00 billion on average for December 2022, an increase of 4% year-over-year.

•Facebook monthly active users (MAUs) were 2.96 billion as of December 31, 2022, an increase of 2% year-over-year.

•Ad impressions delivered across our Family of Apps increased by 18% year-over-year in 2022, and the average price per ad decreased by 16% year-over-year in 2022.

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 by factors such as inflation, rising interest rates, and related market uncertainty, which has led to reduced marketer spending. In addition, competitive products and services have reduced some users' engagement with our products and services. In response to competitive pressures, we have introduced new features such as Reels and are investing in our artificial intelligence-powered discovery engine to recommend relevant unconnected content across our products. While Reels is growing in usage, it is not currently monetized at the same rate as our feed or Stories products. We also have seen fluctuations and declines in the size of our active user base in one or more markets 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 adversely affected user growth and engagement in 2022. These trends adversely affected advertising revenue in 2022, and we expect will continue to affect our advertising revenue in the foreseeable future.

The COVID-19 pandemic has also impacted our business and results of operations, with a varied impact on user growth and engagement, as well as the demand for and pricing of our ads from period to period. While we experienced a reduction in advertising demand and a related decline in pricing during the onset of the pandemic, we believe the pandemic subsequently contributed to an acceleration in the growth of online commerce, and we experienced increasing demand for advertising as a result of this trend. More recently, we believe this growth has declined, and we saw continued softening of advertising demand in 2022 as many activities that shifted online during COVID-19 related lockdowns resumed in person. We may experience similar volatility in the demand for and pricing of our advertising services as a result of the pandemic in the future.

In 2022, we continued to invest based on the following company priorities: (i) continue making progress on the major social issues facing the internet and our company, including privacy, safety, and security; (ii) build new experiences that meaningfully improve people's lives today and set the stage for even bigger improvements in the future; (iii) keep building our business by supporting the millions of businesses that rely on our services to grow and create jobs; and (iv) communicate more transparently about what we're doing and the role our services play in the world.

We anticipate that investments in our data center capacity, servers, network infrastructure, and headcount will continue to drive expense growth in 2023, which will adversely affect our operating margin and profitability. The majority of our investments are directed toward developing our family of apps. In 2022, 82% of our total costs and expenses were recognized in FoA and 18% 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. 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 for the metaverse. Our RL investments include expenses relating to headcount and 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 are not on the market today and 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.

•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.

DAP/MAP:			79%			79%			79%			78%			79%			79%			79%			79%			79%

•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.

•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.

ARPP:			$8.62			$7.75			$8.36			$8.18			$9.39			$7.72			$7.91			$7.53			$8.63

•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.

DAU/MAU:			66%			66%			66%			66%			66%			67%			67%			67%			67%

DAU/MAU:			76%			75%			75%			75%			74%			75%			75%			74%			75%			DAU/MAU:			74%			73%			73%			73%			72%			73%			74%			74%			75%

DAU/MAU:			62%			62%			62%			63%			63%			64%			64%			64%			65%			DAU/MAU:			65%			65%			65%			66%			65%			66%			66%			66%			66%

•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.

ARPU:			$10.14			$9.27			$10.12			$10.00			$11.57			$9.54			$9.82			$9.41			$10.86

ARPU:			$	53.56		$	48.03		$	53.01		$	52.34		$	60.57		$48.29			$50.25			$49.13			$58.77						ARPU:			$16.87			$15.49			$17.23			$16.50			$19.68			$15.35			$15.64			$14.23			$17.29

ARPU:			$4.05			$3.94			$4.16			$4.30			$4.89			$4.47			$4.54			$4.42			$4.61			ARPU:			$2.77			$2.64			$3.05			$3.14			$3.43			$3.14			$3.35			$3.21			$3.52

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 number of 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 net fees we receive from developers using our Payments infrastructure and revenue from WhatsApp Business Platform and various other sources.

RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content.

Cost of revenue. Our cost of revenue consists mostly of expenses associated with the delivery and distribution of our products. These 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, and content costs. Additionally, cost of revenue includes RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments.

Research and development. Research and development expenses consist primarily of payroll and related expenses which include share-based compensation, facilities-related costs for employees on our engineering and technical teams who are responsible for developing new products as well as improving existing products, RL technology development costs, and professional services.

Marketing and sales. Marketing and sales expenses consist mostly of marketing and promotional expenses as well as payroll and related expenses which include share-based compensation for our employees engaged in sales, sales support, marketing, business development, and customer service functions. Our marketing and sales expenses also include professional services such as content reviewers to support our community and product operations.

General and administrative. General and administrative expenses consist primarily of payroll and related expenses which include share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy, and other administrative employees; legal-related costs, which include estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees; professional services, and other taxes, such as digital services taxes, other tax levies.

			Year Ended December 31,
			2022						2021						2020
Revenue			$	116,609					$	117,929					$	85,965
Costs and expenses:
Cost of revenue			25,249						22,649						16,692
Research and development			35,338						24,655						18,447
Marketing and sales			15,262						14,043						11,591
General and administrative			11,816						9,829						6,564
Total costs and expenses			87,665						71,176						53,294
Income from operations			28,944						46,753						32,671
Interest and other income (expense), net			(125)						531						509
Income before provision for income taxes			28,819						47,284						33,180
Provision for income taxes			5,619						7,914						4,034
Net income			$	23,200					$	39,370					$	29,146

			Year Ended December 31,
			2022						2021						2020
Revenue			100		%				100		%				100		%
Costs and expenses:
Cost of revenue			22						19						19
Research and development			30						21						21
Marketing and sales			13						12						13
General and administrative			10						8						8
Total costs and expenses			75						60						62
Income from operations			25						40						38
Interest and other income (expense), net			—						—						1
Income before provision for income taxes			25						40						39
Provision for income taxes			5						7						5
Net income			20		%				33		%				34		%

(1)Percentages have been rounded for presentation purposes and may differ from unrounded results.

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Advertising			$	113,642					$	114,934					$	84,169					(1)		%				37		%
Other revenue			808						721						657						12		%				10		%
Family of Apps			114,450						115,655						84,826						(1)		%				36		%
Reality Labs			2,159						2,274						1,139						(5)		%				100		%
Total revenue			$	116,609					$	117,929					$	85,965					(1)		%				37		%

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 $122.57 billion and $119.54 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $5.96 billion and $5.90 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022. Using the same constant rates, full year 2022 total revenue and advertising revenue would have been $4.64 billion and $4.60 billion, respectively, higher than actual total revenue and advertising revenue for the full year 2021.

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Cost of revenue			$	25,249					$	22,649					$	16,692					11		%				36		%
Percentage of revenue			22		%				19		%				19		%

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Research and development			$	35,338					$	24,655					$	18,447					43		%				34		%
Percentage of revenue			30		%				21		%				21		%

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Marketing and sales			$	15,262					$	14,043					$	11,591					9		%				21		%
Percentage of revenue			13		%				12		%				13		%

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
General and administrative			$	11,816					$	9,829					$	6,564					20		%				50		%
Percentage of revenue			10		%				8		%				8		%

 

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Family of Apps			$	42,661					$	56,946					$	39,294					(25)		%				45		%
Reality Labs			(13,717)						(10,193)						(6,623)						(35)		%				(54)		%
Total income from operations			$	28,944					$	46,753					$	32,671					(38)		%				43		%

FoA income from operations in 2022 decreased $14.29 billion, or 25%, compared to 2021. The decrease was due to an increase in FoA total costs and expenses, primarily due to an increase in payroll and related expenses as a result of higher employee headcount, additional charges recorded related to our restructuring efforts and an increase in costs related to our data centers and technical infrastructure.

RL loss from operations in 2022 increased $3.52 billion, or 35%, compared to 2021. The increase in loss from operations was mainly driven by increases in payroll and related expenses and research and development expenses, partially offset by a decrease in RL inventory cost including lower losses on purchase commitments.

			Year Ended December 31,
			2022						2021						2020						2022 vs 2021 % change						2021 vs 2020 % change
			(in millions, except percentages)
Interest income, net			$	276					$	461					$	672					(40)		%				(31)		%
Foreign currency exchange losses, net			(81)						(140)						(129)						42		%				(9)		%
Other income (expense), net			(320)						210						(34)						(252)		%				NM
Interest and other income (expense), net			$	(125)					$	531					$	509					(124)		%				4		%