filings.toolsItem 1. Financial Statements
95K characters. Original on sec.gov · Markdown
Item 1. Financial Statements
META PLATFORMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except for number of shares and par value)
(Unaudited)
| June 30, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 32,045 | $ | 41,862 | |||||||
| Marketable securities | 26,035 | 23,541 | |||||||||
| Accounts receivable, net | 14,505 | 16,169 | |||||||||
| Prepaid expenses and other current assets | 3,846 | 3,793 | |||||||||
| Total current assets | 76,431 | 85,365 | |||||||||
| Non-marketable equity securities | 6,207 | 6,141 | |||||||||
| Property and equipment, net | 102,959 | 96,587 | |||||||||
| Operating lease right-of-use assets | 14,058 | 13,294 | |||||||||
| Goodwill | 20,654 | 20,654 | |||||||||
| Other assets | 9,929 | 7,582 | |||||||||
| Total assets | $ | 230,238 | $ | 229,623 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 3,173 | $ | 4,849 | |||||||
| Operating lease liabilities, current | 1,917 | 1,623 | |||||||||
| Accrued expenses and other current liabilities | 21,914 | 25,488 | |||||||||
| Total current liabilities | 27,004 | 31,960 | |||||||||
| Operating lease liabilities, non-current | 17,685 | 17,226 | |||||||||
| Long-term debt | 18,389 | 18,385 | |||||||||
| Long-term income taxes | 7,897 | 7,514 | |||||||||
| Other liabilities | 2,500 | 1,370 | |||||||||
| Total liabilities | 73,475 | 76,455 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
| Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,188 million and 2,211 million shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively; 4,141 million Class B shares authorized, 345 million and 350 million shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively | — | — | |||||||||
| Additional paid-in capital | 78,270 | 73,253 | |||||||||
| Accumulated other comprehensive loss | (2,695) | (2,155) | |||||||||
| Retained earnings | 81,188 | 82,070 | |||||||||
| Total stockholders' equity | 156,763 | 153,168 | |||||||||
| Total liabilities and stockholders' equity | $ | 230,238 | $ | 229,623 |
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | $ | 39,071 | $ | 31,999 | $ | 75,527 | $ | 60,645 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | 7,308 | 5,945 | 13,948 | 12,054 | |||||||||||||||||||
| Research and development | 10,537 | 9,344 | 20,515 | 18,725 | |||||||||||||||||||
| Marketing and sales | 2,721 | 3,154 | 5,285 | 6,198 | |||||||||||||||||||
| General and administrative | 3,658 | 4,164 | 7,114 | 7,049 | |||||||||||||||||||
| Total costs and expenses | 24,224 | 22,607 | 46,862 | 44,026 | |||||||||||||||||||
| Income from operations | 14,847 | 9,392 | 28,665 | 16,619 | |||||||||||||||||||
| Interest and other income (expense), net | 259 | (99) | 624 | (19) | |||||||||||||||||||
| Income before provision for income taxes | 15,106 | 9,293 | 29,289 | 16,600 | |||||||||||||||||||
| Provision for income taxes | 1,641 | 1,505 | 3,455 | 3,102 | |||||||||||||||||||
| Net income | $ | 13,465 | $ | 7,788 | $ | 25,834 | $ | 13,498 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 5.31 | $ | 3.03 | $ | 10.17 | $ | 5.24 | |||||||||||||||
| Diluted | $ | 5.16 | $ | 2.98 | $ | 9.86 | $ | 5.18 | |||||||||||||||
| Weighted-average shares used to compute earnings per share: | |||||||||||||||||||||||
| Basic | 2,534 | 2,568 | 2,540 | 2,577 | |||||||||||||||||||
| Diluted | 2,610 | 2,612 | 2,619 | 2,604 |
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | 13,465 | $ | 7,788 | $ | 25,834 | $ | 13,498 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Change in foreign currency translation adjustment, net of tax | (149) | (37) | (694) | 211 | |||||||||||||||||||
| Change in unrealized gain (loss) on available-for-sale investments and other, net of tax | 109 | (88) | 154 | 213 | |||||||||||||||||||
| Comprehensive income | $ | 13,425 | $ | 7,663 | $ | 25,294 | $ | 13,922 |
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions, except per share amounts)
(Unaudited)
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at beginning of period | 2,537 | $ | — | $ | 75,391 | $ | (2,655) | $ | 76,793 | $ | 149,529 | 2,566 | $ | — | $ | 66,535 | $ | (2,981) | $ | 61,241 | $ | 124,795 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 17 | — | — | — | — | — | 18 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement | (7) | — | (1,737) | — | (1,471) | (3,208) | (7) | — | (1,436) | — | (256) | (1,692) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 4,616 | — | — | 4,616 | — | — | 4,060 | — | — | 4,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | (14) | — | — | — | (6,315) | (6,315) | (4) | — | — | — | (793) | (793) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($0.50 per share) (1) | — | — | — | — | (1,284) | (1,284) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (40) | — | (40) | — | — | — | (125) | — | (125) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 13,465 | 13,465 | — | — | — | — | 7,788 | 7,788 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at end of period | 2,533 | $ | — | $ | 78,270 | $ | (2,695) | $ | 81,188 | $ | 156,763 | 2,573 | $ | — | $ | 69,159 | $ | (3,106) | $ | 67,980 | $ | 134,033 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at beginning of period | 2,561 | $ | — | $ | 73,253 | $ | (2,155) | $ | 82,070 | $ | 153,168 | 2,614 | $ | — | $ | 64,444 | $ | (3,530) | $ | 64,799 | $ | 125,713 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 33 | — | — | — | — | — | 32 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement | (14) | — | (3,161) | — | (3,209) | (6,370) | (13) | — | (2,396) | — | (305) | (2,701) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 8,178 | — | — | 8,178 | — | — | 7,111 | — | — | 7,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | (47) | — | — | — | (20,950) | (20,950) | (60) | — | — | — | (10,012) | (10,012) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($1.00 per share) (1) | — | — | — | — | (2,557) | (2,557) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | (540) | — | (540) | — | — | — | 424 | — | 424 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 25,834 | 25,834 | — | — | — | — | 13,498 | 13,498 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at end of period | 2,533 | $ | — | $ | 78,270 | $ | (2,695) | $ | 81,188 | $ | 156,763 | 2,573 | $ | — | $ | 69,159 | $ | (3,106) | $ | 67,980 | $ | 134,033 |
(1)Our dividend program began in the first quarter of 2024.
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 25,834 | $ | 13,498 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 7,011 | 5,147 | |||||||||
| Share-based compensation | 8,178 | 7,111 | |||||||||
| Deferred income taxes | (2,098) | (1,757) | |||||||||
| Impairment charges for facilities consolidation, net | 280 | 1,002 | |||||||||
| Other | (71) | 204 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | 1,350 | 1,122 | |||||||||
| Prepaid expenses and other current assets | 16 | 767 | |||||||||
| Other assets | (41) | 67 | |||||||||
| Accounts payable | (862) | (1,155) | |||||||||
| Accrued expenses and other current liabilities | (1,771) | 5,268 | |||||||||
| Other liabilities | 790 | 33 | |||||||||
| Net cash provided by operating activities | 38,616 | 31,307 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment, net | (14,573) | (12,957) | |||||||||
| Purchases of marketable debt securities | (10,176) | (803) | |||||||||
| Sales and maturities of marketable debt securities | 7,858 | 2,351 | |||||||||
| Acquisitions of businesses and intangible assets | (129) | (527) | |||||||||
| Other investing activities | (12) | (10) | |||||||||
| Net cash used in investing activities | (17,032) | (11,946) | |||||||||
| Cash flows from financing activities | |||||||||||
| Taxes paid related to net share settlement of equity awards | (6,370) | (2,701) | |||||||||
| Repurchases of Class A common stock | (21,307) | (10,263) | |||||||||
| Dividend payments | (2,539) | — | |||||||||
| Proceeds from issuance of long-term debt, net | — | 8,455 | |||||||||
| Principal payments on finance leases | (614) | (484) | |||||||||
| Other financing activities | (115) | (231) | |||||||||
| Net cash used in financing activities | (30,945) | (5,224) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (440) | 71 | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (9,801) | 14,208 | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of the period | 42,827 | 15,596 | |||||||||
| Cash, cash equivalents, and restricted cash at end of the period | $ | 33,026 | $ | 29,804 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | |||||||||||
| Cash and cash equivalents | $ | 32,045 | $ | 28,785 | |||||||
| Restricted cash, included in prepaid expenses and other current assets | 100 | 165 | |||||||||
| Restricted cash, included in other assets | 881 | 854 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 33,026 | $ | 29,804 |
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental cash flow data | |||||||||||
| Cash paid for income taxes, net | $ | 6,559 | $ | 1,507 | |||||||
| Cash paid for interest, net of amounts capitalized | $ | 245 | $ | 182 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Property and equipment in accounts payable and accrued expenses and other current liabilities | $ | 3,229 | $ | 3,845 | |||||||
| Acquisition of businesses and intangible assets in accrued expenses and other current liabilities and other liabilities | $ | 267 | $ | 217 | |||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
META PLATFORMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.
The condensed 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.
The accompanying condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2024.
Balance Sheets Reclassifications
Certain prior period amounts on the condensed consolidated balance sheets have been reclassified to conform to current period presentation.
-
Intangible assets, net was reclassified into other assets
-
Partners payable was reclassified into accrued expenses and other current liabilities
-
Long-term income taxes was reclassified out of other liabilities
These reclassifications had no impact on our previously reported total assets, total liabilities, revenue, income from operations, net income or cash flows.
Use of Estimates
Preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed 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 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.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Note 2. Revenue
Revenue disaggregated by revenue source and by segment consists of the following (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Advertising | $ | 38,329 | $ | 31,498 | $ | 73,965 | $ | 59,599 | |||||||||||||||
| Other revenue | 389 | 225 | 769 | 430 | |||||||||||||||||||
| Family of Apps | 38,718 | 31,723 | 74,734 | 60,029 | |||||||||||||||||||
| Reality Labs | 353 | 276 | 793 | 616 | |||||||||||||||||||
| Total revenue | $ | 39,071 | $ | 31,999 | $ | 75,527 | $ | 60,645 |
Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| United States and Canada | $ | 14,640 | $ | 12,404 | $ | 28,287 | $ | 23,854 | |||||||||||||||
| Europe (1) | 9,153 | 7,515 | 17,557 | 14,274 | |||||||||||||||||||
| Asia-Pacific | 10,967 | 8,551 | 21,279 | 15,843 | |||||||||||||||||||
| Rest of World | 4,311 | 3,529 | 8,404 | 6,674 | |||||||||||||||||||
| Total revenue | $ | 39,071 | $ | 31,999 | $ | 75,527 | $ | 60,645 |
(1)Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.
Our total deferred revenue was $675 million as of June 30, 2024 and December 31, 2023. As of June 30, 2024, we expect $637 million of our deferred revenue to be realized in less than a year.
Note 3. Restructuring
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 Family of Apps (FoA) and Reality Labs (RL) segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). We completed the data center initiatives and employee layoff in 2023. As of June 30, 2024, we have substantially completed the facilities consolidation initiatives.
A summary of our 2022 Restructuring pre-tax charges, including subsequent adjustments, is as follows (in millions):
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||
| Facilities Consolidation | Facilities Consolidation | Severance and Other Personnel Costs | Data Center Assets (1) | Total | |||||||||||||||||||||||||
| Cost of revenue | $ | 3 | $ | 9 | $ | — | $ | (51) | $ | (42) | |||||||||||||||||||
| Research and development | 27 | 159 | (7) | — | 152 | ||||||||||||||||||||||||
| Marketing and sales | 6 | 43 | 1 | — | 44 | ||||||||||||||||||||||||
| General and administrative | 5 | 36 | (6) | — | 30 | ||||||||||||||||||||||||
| Total | $ | 41 | $ | 247 | $ | (12) | $ | (51) | $ | 184 |
(1)Relates to a change in estimate in our data center restructuring charges recorded during 2022.
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||
| Facilities Consolidation | Facilities Consolidation | Severance and Other Personnel Costs | Data Center Assets (1) | Total | |||||||||||||||||||||||||
| Cost of revenue | $ | 23 | $ | 67 | $ | — | $ | (220) | $ | (153) | |||||||||||||||||||
| Research and development | 186 | 643 | (11) | — | 632 | ||||||||||||||||||||||||
| Marketing and sales | 41 | 179 | (1) | — | 178 | ||||||||||||||||||||||||
| General and administrative | 37 | 165 | (18) | — | 147 | ||||||||||||||||||||||||
| Total | $ | 287 | $ | 1,054 | $ | (30) | $ | (220) | $ | 804 |
(1)Relates to a change in estimate in our data center restructuring charges recorded during 2022.
| Plan to Date | |||||||||||||||||||||||
| Facilities Consolidation | Severance and Other Personnel Costs | Data Center Assets | Total | ||||||||||||||||||||
| Cost of revenue | $ | 354 | $ | — | $ | 1,116 | $ | 1,470 | |||||||||||||||
| Research and development | 3,078 | 399 | — | 3,477 | |||||||||||||||||||
| Marketing and sales | 841 | 233 | — | 1,074 | |||||||||||||||||||
| General and administrative | 815 | 316 | — | 1,131 | |||||||||||||||||||
| Total | $ | 5,088 | $ | 948 | $ | 1,116 | $ | 7,152 |
The 2022 Restructuring charges recorded to date under our FoA segment were $6.06 billion, and RL segment were $1.09 billion.
Note 4. Earnings per Share
The holders of our Class A and Class B common stock (together, "common stock") have identical liquidation and dividend rights but different voting rights. Accordingly, we present the earnings per share (EPS) for Class A and Class B common stock together.
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. Diluted EPS is computed by dividing the net income by the weighted-average number of fully diluted common stock outstanding and assumes the conversion of our Class B common stock to Class A common stock.
For the three and six months ended June 30, 2024, 33 million and 18 million shares of Class A common stock equivalents of restricted stock units (RSUs), respectively, were excluded from the diluted EPS calculation as including them would have an anti-dilutive effect. For the three and six months ended June 30, 2023, RSUs with an anti-dilutive effect were 20 million and 25 million shares, respectively.
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):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 (2) | 2024 | 2023 (2) | ||||||||||||||||||||
| Basic EPS: | |||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Distributed earnings | $ | 1,266 | $ | — | $ | 2,539 | $ | — | |||||||||||||||
| Undistributed earnings | 12,199 | 7,788 | 23,295 | 13,498 | |||||||||||||||||||
| Net income | $ | 13,465 | $ | 7,788 | $ | 25,834 | $ | 13,498 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Shares used in computation of basic EPS (1) | 2,534 | 2,568 | 2,540 | 2,577 | |||||||||||||||||||
| Basic EPS | $ | 5.31 | $ | 3.03 | $ | 10.17 | $ | 5.24 | |||||||||||||||
| Diluted EPS: | |||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income for diluted EPS | $ | 13,465 | $ | 7,788 | $ | 25,834 | $ | 13,498 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Shares used in computation of basic EPS | 2,534 | 2,568 | 2,540 | 2,577 | |||||||||||||||||||
| Weighted-average effect of dilutive RSUs | 76 | 44 | 79 | 27 | |||||||||||||||||||
| Shares used in computation of diluted EPS | 2,610 | 2,612 | 2,619 | 2,604 | |||||||||||||||||||
| Diluted EPS | $ | 5.16 | $ | 2.98 | $ | 9.86 | $ | 5.18 |
(1)Include 2,189 million and 2,217 million shares of Class A common stock and 345 million and 351 million shares of Class B common stock, for the three months ended June 30, 2024 and 2023, respectively, and 2,193 million and 2,220 million shares of Class A common stock and 347 million and 357 million shares of Class B common stock, for the six months ended June 30, 2024 and 2023, respectively.
(2)The prior period EPS for Class A and Class B common stock has been presented together to conform with current period presentation, which had no impact on our previously reported basic or diluted EPS.
We declared and paid quarterly cash dividends totaling $0.50 and $1.00 for each share of common stock during the three and six months ended June 30, 2024, respectively. Total dividends paid were $1.09 billion and $2.19 billion for Class A common stock, and $173 million and $346 million for Class B common stock, during the three and six months ended June 30, 2024, respectively. EPS for Class B common stock is not presented separately as under the two-class method Class A and Class B EPS is not meaningfully different.
Note 5. Financial Instruments
Fair Value Measurements
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 | June 30, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Cash | $ | 6,159 | ||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | 24,625 | $ | 24,625 | $ | — | $ | — | |||||||||||||||||||
| U.S. government and agency securities | 791 | 791 | — | — | ||||||||||||||||||||||
| Time deposits | 263 | — | 263 | — | ||||||||||||||||||||||
| Corporate debt securities | 207 | — | 207 | — | ||||||||||||||||||||||
| Total cash and cash equivalents | 32,045 | 25,416 | 470 | — | ||||||||||||||||||||||
| Marketable securities: | ||||||||||||||||||||||||||
| U.S. government securities | 10,448 | 10,448 | — | — | ||||||||||||||||||||||
| U.S. government agency securities | 3,544 | 3,544 | — | — | ||||||||||||||||||||||
| Corporate debt securities | 12,043 | — | 12,043 | — | ||||||||||||||||||||||
| Total marketable securities | 26,035 | 13,992 | 12,043 | — | ||||||||||||||||||||||
| Restricted cash equivalents | 857 | 857 | — | — | ||||||||||||||||||||||
| Other assets | 102 | — | — | 102 | ||||||||||||||||||||||
| Total | $ | 59,039 | $ | 40,265 | $ | 12,513 | $ | 102 |
| 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 | $ | — | $ | — | |||||||||||||||||||
| U.S. government and agency securities | 2,206 | 2,206 | — | — | ||||||||||||||||||||||
| Time deposits | 261 | — | 261 | — | ||||||||||||||||||||||
| Corporate debt securities | 220 | — | 220 | — | ||||||||||||||||||||||
| Total cash and cash equivalents | 41,862 | 35,116 | 481 | — | ||||||||||||||||||||||
| Marketable securities: | ||||||||||||||||||||||||||
| U.S. government securities | 8,439 | 8,439 | — | — | ||||||||||||||||||||||
| U.S. government agency securities | 3,498 | 3,498 | — | — | ||||||||||||||||||||||
| Corporate debt securities | 11,604 | — | 11,604 | — | ||||||||||||||||||||||
| Total marketable securities | 23,541 | 11,937 | 11,604 | — | ||||||||||||||||||||||
| Restricted cash equivalents | 857 | 857 | — | — | ||||||||||||||||||||||
| Other assets | 101 | — | — | 101 | ||||||||||||||||||||||
| Total | $ | 66,361 | $ | 47,910 | $ | 12,085 | $ | 101 |
Unrealized Losses
The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of June 30, 2024 and December 31, 2023, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):
| June 30, 2024 | |||||||||||||||||||||||||||||||||||
| 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 | $ | 4,502 | $ | (22) | $ | 5,353 | $ | (252) | $ | 9,855 | $ | (274) | |||||||||||||||||||||||
| U.S. government agency securities | 448 | (1) | 3,092 | (119) | 3,540 | (120) | |||||||||||||||||||||||||||||
| Corporate debt securities | 1,866 | (8) | 8,429 | (386) | 10,295 | (394) | |||||||||||||||||||||||||||||
| Total | $ | 6,816 | $ | (31) | $ | 16,874 | $ | (757) | $ | 23,690 | $ | (788) |
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| U.S. government securities | $ | 336 | $ | (1) | $ | 7,041 | $ | (275) | $ | 7,377 | $ | (276) | |||||||||||||||||||||||
| U.S. government agency securities | 71 | — | 3,225 | (164) | 3,296 | (164) | |||||||||||||||||||||||||||||
| Corporate debt securities | 647 | (3) | 10,125 | (491) | 10,772 | (494) | |||||||||||||||||||||||||||||
| Total | $ | 1,054 | $ | (4) | $ | 20,391 | $ | (930) | $ | 21,445 | $ | (934) |
The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of June 30, 2024 and December 31, 2023.
Contractual Maturities
The following table classifies our marketable debt securities by contractual maturities (in millions):
| June 30, 2024 | |||||
| Due within one year | $ | 7,808 | |||
| Due after one year to five years | 18,227 | ||||
| Total | $ | 26,035 |
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. As of June 30, 2024 and 2023, assets remeasured at fair value on a non-recurring basis within Level 3 during the six months ended June 30, 2024 and 2023 were $289 million and $119 million, respectively. During the three and six months ended June 30, 2024 and 2023, changes in the fair value recorded for these non-marketable equity securities were not material.
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 or equity method (in millions):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Non-marketable equity securities under measurement alternative: | |||||||||||
| Initial cost | $ | 6,397 | $ | 6,389 | |||||||
| Cumulative upward adjustments | 394 | 293 | |||||||||
| Cumulative impairment/downward adjustments | (640) | (599) | |||||||||
| Carrying value | 6,151 | 6,083 | |||||||||
| Non-marketable equity securities under equity method | 56 | 58 | |||||||||
| Total | $ | 6,207 | $ | 6,141 |
Note 7. Property and Equipment
Property and equipment, net consists of the following (in millions):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Land | $ | 2,086 | $ | 2,080 | |||||||
| Servers and network assets | 56,531 | 46,838 | |||||||||
| Buildings | 42,840 | 37,961 | |||||||||
| Leasehold improvements | 7,191 | 6,972 | |||||||||
| Equipment and other | 6,457 | 7,416 | |||||||||
| Finance lease right-of-use assets | 4,583 | 4,185 | |||||||||
| Construction in progress | 21,666 | 24,269 | |||||||||
| Property and equipment, gross | 141,354 | 129,721 | |||||||||
| Less: Accumulated depreciation | (38,395) | (33,134) | |||||||||
| Property and equipment, net | $ | 102,959 | $ | 96,587 |
Construction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. Depreciation expenses on property and equipment were $3.58 billion and $2.58 billion for the three months ended June 30, 2024 and 2023, respectively, and $6.92 billion and $5.06 billion for the six months ended June 30, 2024 and 2023, respectively. Within property and equipment, our servers and network assets depreciation expenses were $2.64 billion and $1.71 billion for the three months ended June 30, 2024 and 2023, respectively, and $4.99 billion and $3.22 billion for the six months ended June 30, 2024 and 2023, respectively.
Note 8. Leases
The following tables summarize the components of operating lease costs and supplemental lease information (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Lease cost: | |||||||||||||||||||||||
| Operating lease cost | $ | 589 | $ | 516 | $ | 1,124 | $ | 1,073 | |||||||||||||||
| Variable lease cost and other | $ | 207 | $ | 112 | $ | 403 | $ | 236 |
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental lease information: | |||||||||||
| Operating cash flows for operating leases | $ | 1,363 | $ | 994 | |||||||
| Operating lease liabilities arising from obtaining right-of-use assets | $ | 1,797 | $ | 1,868 |
We also recorded impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts of $41 million and $138 million for the three months ended June 30, 2024 and 2023, respectively, and $282 million and $811 million for the six months ended June 30, 2024 and 2023, respectively. For additional information, see Note 3 — Restructuring.
As of June 30, 2024, future undiscounted lease payments under operating leases was $24.53 billion, with a weighted average remaining lease term of 11.2 years. As of June 30, 2024, we have additional operating leases, that have not yet commenced, with lease obligations of approximately $6.20 billion mostly for data centers and colocations. These operating leases will commence between the remainder of 2024 and 2029 with lease terms of greater than one year to 25 years. Finance lease costs were not material for the periods presented.
Note 9. Goodwill and Intangible Assets
As of June 30, 2024 and December 31, 2023, the total carrying amount of goodwill was $20.65 billion, of which $19.25 billion was allocated to our FoA segment and $1.41 billion was allocated to our RL segment.
The following table sets forth the major categories of the intangible assets and their weighted‑average remaining useful lives (in millions):
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||
| Weighted-Average Remaining Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Acquired technology | 4.6 | $ | 479 | $ | (235) | $ | 244 | $ | 478 | $ | (182) | $ | 296 | ||||||||||||||||||||||||||||
| Acquired patents | 3.9 | 334 | (226) | 108 | 287 | (233) | 54 | ||||||||||||||||||||||||||||||||||
| Other | 3.2 | 227 | (20) | 207 | 28 | (15) | 13 | ||||||||||||||||||||||||||||||||||
| Total finite-lived assets | 1,040 | (481) | 559 | 793 | (430) | 363 | |||||||||||||||||||||||||||||||||||
| Total indefinite-lived assets | N/A | 425 | — | 425 | 425 | — | 425 | ||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | 1,465 | $ | (481) | $ | 984 | $ | 1,218 | $ | (430) | $ | 788 |
Note 10. Long-term Debt
The carrying amount of our long-term debt in the form of senior unsecured notes (the Notes) was $18.39 billion as of June 30, 2024 and December 31, 2023. The total estimated fair value of the Notes was $17.69 billion and $18.48 billion as of June 30, 2024 and December 31, 2023, respectively. The fair value was determined based on the quoted prices for the Notes as of June 30, 2024 and December 31, 2023, respectively, and is categorized accordingly as Level 2 in the fair value hierarchy.
Note 11. Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities are as follows (in millions):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Legal-related accruals (1) | $ | 7,956 | $ | 6,592 | |||||||
| Accrued compensation and benefits | 4,130 | 6,659 | |||||||||
| Accrued taxes | 2,244 | 3,655 | |||||||||
| Accrued property and equipment | 1,822 | 2,213 | |||||||||
| Other current liabilities | 5,762 | 6,369 | |||||||||
| Total | $ | 21,914 | $ | 25,488 |
(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.
Note 12. Commitments and Contingencies
Contractual Commitments
We have $19.82 billion of non-cancelable contractual commitments as of June 30, 2024, 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 June 30, 2024 (in millions):
| The remainder of 2024 | $ | 14,452 | |||
| 2025 | 1,334 | ||||
| 2026 | 729 | ||||
| 2027 | 388 | ||||
| 2028 | 203 | ||||
| Thereafter | 2,712 | ||||
| Total | $ | 19,818 |
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. We enter into these agreements in order to secure the price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of June 30, 2024 is approximately $16.50 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.
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. Unless otherwise noted, 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 condensed 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 14 — 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.
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 then 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. Our motion for a stay pending appeal was denied in March 2024 and the underlying appeal is fully briefed with our reply brief filed on July 12, 2024. Oral argument has not been scheduled.
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. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the district court entered an agreed order requiring the FTC to file its anticipated renewed motion to dismiss by August 14, 2024. On July 18, 2024, we filed an unopposed motion to stay the appeal of the district court's denial of our motion for preliminary injunction pending resolution of the FTC's renewed motion to dismiss. On July 24, 2024, the circuit court granted the motion for a stay. The parties are required to report back to the circuit court within 30 days of the district court's disposition of the FTC's motion to dismiss.
On April 1, 2024, we filed our response to the FTC's Order to Show Cause, arguing that the Order to Show Cause proceeding was legally improper. We filed a reply to the FTC's response on July 18, 2024 and expect the FTC to schedule oral argument on these legal issues. Through the administrative process, the FTC could amend the order to impose the 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, the IDPC is continuing to assess the compliance of our "subscription for no ads" consent model with requirements under the GDPR. In addition, 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 II, Item 1 of this Quarterly Report on Form 10-Q. 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 violate 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. On July 29, 2024, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $1.4 billion by us. This settlement amount was accrued on our condensed consolidated balance sheet as of June 30, 2024. On July 30, 2024, the court entered judgment, dismissing the case.
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 Santa Clara County Superior Court). These cases are in different stages, but several of our motions to dismiss have been denied in whole or in part, while certain others have been granted in whole or in part. We are currently in discovery and litigating class certification in the cases that are most advanced.
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. On April 5, 2024, we filed our motion for summary judgment and the FTC filed its opposition and its own motion for partial summary judgment on May 24, 2024. Briefing on the motions for summary judgment will conclude on August 9, 2024. 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. Although we are vigorously defending this matter, we have accrued a significant amount related to this matter and we believe there is a reasonable possibility that the ultimate losses in this matter could be material.
In March 2024, the European Commission opened an investigation into the compliance of our "subscription for no ads" consent model with requirements under Article 5(2) of the Digital Markets Act. The European Commission issued preliminary findings on July 1, 2024 reflecting its preliminary view that our model does not comply with such requirements, and indicated that it will conclude its investigation by March 2025.
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 filed a petition for writ of certiorari on March 4, 2024 with the U.S. Supreme Court, seeking review of the Ninth Circuit's order. On June 10, 2024, the U.S. Supreme Court granted in part our petition for writ of certiorari.
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 tribal nations, have filed public nuisance claims in the United States and/or Canada based on similar allegations. On October 6, 2022, these U.S. 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). Beginning in March 2023, U.S. states began filing 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, public nuisance, and products liability, with proceedings focused on our alleged business practices (including the use of end-to-end encryption) 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 in various jurisdictions globally concerning the use of our products and services, and the alleged mental and physical health and safety impacts on users, particularly younger users. On May 16, 2024, the European Commission opened formal proceedings assessing our compliance with certain requirements under Articles 28, 34, and 35 of the Digital Services Act (DSA), including the way in which we identified, assessed, and mitigated against certain systemic risks to minors and other vulnerable users that may stem from the design and functioning of Instagram and Facebook.
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 March 21, 2024, the U.S. Court of Appeals for the Ninth Circuit affirmed in part and reversed in part the order granting class certification. On May 3, 2024, we filed a petition for panel rehearing and rehearing en banc.
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. These cases have all been consolidated into Kadrey, et al. v. Meta Platforms, Inc.
On April 30, 2024, the European Commission opened formal proceedings against us to assess Facebook and Instagram's compliance with certain requirements under Articles 14, 16, 17, 20, 24, 25, 34, 35, and 40 of the DSA, regarding a range of topics including elections, content reporting and appeals, third-party access to data, political content recommendations, potential deceptive advertising and disinformation, including the way in which we identified, assessed, and mitigated against certain systemic risks on Instagram and Facebook.
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.
Note 13. Stockholders' Equity
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, 2023, $30.93 billion remained available and authorized for repurchases under this program. In January 2024, an additional $50 billion of repurchases was authorized under this program. During the six months ended June 30, 2024, we repurchased and subsequently retired 47 million shares of our Class A common stock for an aggregate amount of $20.95 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of June 30, 2024, $60.10 billion remained available and authorized for repurchases.
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
Beginning in February 2024, our board of directors declared quarterly cash dividends of $0.50 per share to the holders of our Class A and Class B common stock. During the three and six months ended June 30, 2024, total dividend payments were $1.09 billion and $2.19 billion for Class A common stock, and $173 million and $346 million for Class B common stock, respectively.
All RSUs granted on or after March 1, 2024 under our 2012 Equity Incentive Plan, which was most recently amended in May 2024 (Amended 2012 Plan), are entitled to dividend equivalent rights. 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 and dividend equivalents 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
As of June 30, 2024, there were 471 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.
The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our condensed consolidated statements of income (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Cost of revenue | $ | 288 | $ | 193 | $ | 510 | $ | 352 | |||||||||||||||
| Research and development | 3,780 | 3,305 | 6,691 | 5,754 | |||||||||||||||||||
| Marketing and sales | 287 | 289 | 513 | 509 | |||||||||||||||||||
| General and administrative | 261 | 273 | 464 | 496 | |||||||||||||||||||
| Total share-based compensation expense | $ | 4,616 | $ | 4,060 | $ | 8,178 | $ | 7,111 |
The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2024:
| Number of Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| (in thousands) | |||||||||||
| Unvested at December 31, 2023 | 149,062 | $ | 209.85 | ||||||||
| Granted | 41,611 | $ | 500.03 | ||||||||
| Vested | (32,718) | $ | 236.26 | ||||||||
| Forfeited | (5,240) | $ | 238.55 | ||||||||
| Unvested at June 30, 2024 | 152,715 | $ | 282.28 |
The fair value as of the respective vesting dates of RSUs that vested during the three months ended June 30, 2024 and 2023 was $7.89 billion and $4.30 billion, respectively, and $15.46 billion and $6.74 billion during the six months ended June 30, 2024 and 2023, respectively. The income tax benefit recognized related to awards vested during the three months ended June 30, 2024 and 2023 was $1.65 billion and $915 million, respectively, and $3.27 billion and $1.43 billion during the six months ended June 30, 2024 and 2023, respectively.
As of June 30, 2024, there was $40.84 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. Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter, including excess tax benefits recognized from share-based compensation and changes in unrecognized tax benefits. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our income (loss) before provision for income taxes in multiple jurisdictions, the U.S. tax benefits from foreign derived intangible income, and the effects of tax law changes.
Our gross unrecognized tax benefits were $12.91 billion and $11.67 billion on June 30, 2024 and December 31, 2023, respectively. 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 uncertainties with our research tax credits. If the gross unrecognized tax benefits as of June 30, 2024 were realized in a future period, this would result in a tax benefit of $8.37 billion within our provision for income taxes at such time. The amount of interest and penalties accrued was $1.81 billion and $1.48 billion as of June 30, 2024 and December 31, 2023, respectively. We expect to continue to accrue unrecognized tax benefits for certain recurring tax positions.
In July 2016, we received a Statutory Notice of Deficiency (Notice) from the Internal Revenue Service (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 which will likely provide a transfer pricing value for intellectual property transferred. This value will need to be extrapolated into income adjustments to determine the specific tax liability, which will likely remain in dispute and will not be resolved until the Tax Court enters a decision. 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. Once the Tax Court decision is entered, the IRS and Meta will each have the option to file an appeal to the Ninth Circuit Court of Appeals.
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, 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 June 30, 2024, we have not resolved these matters and proceedings continue in the Tax Court.
Note 15. 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 other services. RL includes our virtual, augmented, and mixed reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.
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 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. Costs related to the operation of our data centers and technical infrastructure are generally allocated to our segments based on usage, most of which is allocated to the FoA segment.
The following table sets forth our segment information of revenue and income (loss) from operations (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Family of Apps | $ | 38,718 | $ | 31,723 | $ | 74,734 | $ | 60,029 | |||||||||||||||
| Reality Labs | 353 | 276 | 793 | 616 | |||||||||||||||||||
| Total revenue | $ | 39,071 | $ | 31,999 | $ | 75,527 | $ | 60,645 | |||||||||||||||
| Income (loss) from operations: | |||||||||||||||||||||||
| Family of Apps | $ | 19,335 | $ | 13,131 | $ | 36,999 | $ | 24,351 | |||||||||||||||
| Reality Labs | (4,488) | (3,739) | (8,334) | (7,732) | |||||||||||||||||||
| Total income from operations | $ | 14,847 | $ | 9,392 | $ | 28,665 | $ | 16,619 |
For information regarding revenue disaggregated by geography, see Note 2 — Revenue.
Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations