META Note 4. Earnings per Share

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per share amounts): ################Year Ended December 31,############## ######2023##########2022##########2021#### ####Class A######Class B####Class A######Class B####Class A######Class B Basic EPS:############################## Numerator############################## Net income##$##33,722####$##5,376##$##19,729####$##3,471##$##33,328####$##6,042 Denominator############################## Shares used in computation of basic earnings per share####2,220######354####2,285######402####2,383######432 Basic EPS##$##15.19####$##15.19##$##8.63####$##8.63##$##13.99####$##13.99 Diluted EPS:############################## Numerator############################## Net income##$##33,722####$##5,376##$##19,729####$##3,471##$##33,328####$##6,042 Reallocation of net income as a result of conversion of Class B to Class A common stock####5,376######—####3,471######—####6,042######— Reallocation of net income to Class B common stock####—######(112)####—######(19)####—######(93) Net income for diluted EPS##$##39,098####$##5,264##$##23,200####$##3,452##$##39,370####$##5,949 Denominator############################## Shares used in computation of basic earnings per share####2,220######354####2,285######402####2,383######432 Conversion of Class B to Class A common stock####354######—####402######—####432######— Weighted-average effect of dilutive RSUs####55######—####15######—####44######— Shares used in computation of diluted earnings per share####2,629######354####2,702######402####2,859######432 Diluted EPS##$##14.87####$##14.87##$##8.59####$##8.59##$##13.77####$##13.77


META Instruments Measured at Fair Value

We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.


META Instruments Measured at Fair Value

The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions): ############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


META Table of Contents

############Fair Value Measurement at Reporting Date Using#### Description####December 31, 2022####Quoted Prices in Active Markets for Identical Assets (Level 1)####Significant Other Observable Inputs (Level 2)####Significant Unobservable Inputs (Level 3) Cash##$##6,176############ Cash equivalents:################ Money market funds####8,305##$##8,305##$##—##$##— U.S. government and agency securities####16####16####—####— Time deposits####156####—####156####— Corporate debt securities####28####—####28####— Total cash and cash equivalents####14,681####8,321####184####— Marketable securities:################ U.S. government securities####8,708####8,708####—####— U.S. government agency securities####4,989####4,989####—####— Corporate debt securities####12,335####—####12,335####— Marketable equity securities####25####25####—####— Total marketable securities####26,057####13,722####12,335####— Restricted cash equivalents####583####583####—####— Other assets####157####—####—####157 Total##$##41,478##$##22,626##$##12,519##$##157


META Unrealized Losses

The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023 and 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions): ################December 31, 2023############## ######Less than 12 months##########12 months or greater##########Total#### ####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) ################December 31, 2022############## ######Less than 12 months##########12 months or greater##########Total#### ####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses U.S. government securities##$##5,008####$##(234)##$##3,499####$##(247)##$##8,507####$##(481) U.S. government agency securities####524######(17)####4,415######(308)####4,939######(325) Corporate debt securities####4,555######(249)####7,256######(634)####11,811######(883) Total##$##10,087####$##(500)##$##15,170####$##(1,189)##$##25,257####$##(1,689)


META Unrealized Losses

The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.


META Contractual Maturities

The following table classifies our marketable debt securities by contractual maturities (in millions): ####December 31, 2023 Due within one year##$##7,120 Due after one year to five years####16,421 Total##$##23,541


META Instruments Measured at Fair Value on Non-recurring Basis

Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 — Non-marketable Equity Securities.


META Note 6. Non-marketable Equity Securities

Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions): ########December 31,###### ####2023########2022## Non-marketable equity securities under measurement alternative:############## Initial cost##$####6,389####$####6,388 Cumulative upward adjustments####293########293## Cumulative impairment/downward adjustments####(599)########(497)## Carrying value####6,083########6,184## Non-marketable equity securities under equity method####58########17## Total##$####6,141####$####6,201


During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.


META Note 7. Property and Equipment

Property and equipment, net consists of the following (in millions): ######December 31,#### ####2023######2022 Land##$##2,080####$##1,874 Servers and network assets####46,838######34,330 Buildings####37,961######27,720 Leasehold improvements####6,972######6,522 Equipment and other####7,416######5,642 Finance lease right-of-use assets####4,185######3,353 Construction in progress####24,269######25,052 Property and equipment, gross####129,721######104,493 Less: Accumulated depreciation####(33,134)######(24,975) Property and equipment, net##$##96,587####$##79,518


META Note 7. Property and Equipment

Construction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. As of December 31, 2023, and 2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by our design manufacturers to fulfill certain purchase orders, respectively.


META Note 7. Property and Equipment

Depreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and 2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense related to certain eligible construction in progress assets.


META Note 7. Property and Equipment

During the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold improvements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 — Restructuring.


META Note 8. Leases

We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093. Many leases include one or more options to renew.


META Note 8. Leases

The components of lease costs are as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Finance lease cost:############ Amortization of right-of-use assets##$##349##$##380##$##344 Interest####20####16####15 Operating lease cost####2,091####1,857####1,540 Variable lease cost and other, net####580####363####272 Total lease cost##$##3,040##$##2,616##$##2,171


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We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 — Restructuring.


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Supplemental balance sheet information related to lease liabilities is as follows: ######December 31,#### ##2023######2022## Weighted-average remaining lease term:########## Finance leases##14.0 years######14.4 years## Operating leases##11.6 years######12.5 years## Weighted-average discount rate:########## Finance leases##3.4##%####3.1##% Operating leases##3.7##%####3.2##%


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The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions): ####Operating Leases####Finance Leases 2024##$##2,219##$##111 2025####2,330####64 2026####2,264####64 2027####2,233####60 2028####2,112####60 Thereafter####12,491####492 Total undiscounted cash flows####23,649####851 Less: Imputed interest####(4,800)####(161) Present value of lease liabilities (1)##$##18,849##$##690 Lease liabilities, current##$##1,623##$##90 Lease liabilities, non-current####17,226####600 Present value of lease liabilities (1)##$##18,849##$##690


META _________________

(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 — Restructuring.


META _________________

The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years.


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Supplemental cash flow information related to leases is as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities:############ Operating cash flows for operating leases (1)##$##2,233##$##1,654##$##1,406 Operating cash flows for finance leases##$##20##$##16##$##15 Financing cash flows for finance leases##$##1,058##$##850##$##677 Lease liabilities arising from obtaining right-of-use assets:############ Operating leases##$##4,370##$##4,366##$##4,466 Finance leases##$##588##$##223##$##160


META _________________

(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases.


META Note 9. Acquisitions, Goodwill, and Intangible Assets

During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.


Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions): ####Family of Apps####Reality Labs####Total Goodwill at December 31, 2021##$##18,458##$##739##$##19,197 Acquisitions####773####364####1,137 Adjustments####19####(47)####(28) Goodwill at December 31, 2022####19,250####1,056####20,306 Acquisitions####—####357####357 Adjustments####(4)####(5)####(9) Goodwill at December 31, 2023##$##19,246##$##1,408##$##20,654


META Table of Contents

The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions): ##########December 31, 2023############December 31, 2022#### ##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##4.7##$##478##$##(182)##$##296##$##507##$##(144)##$##363 Acquired patents##2.4####287####(233)####54####380####(289)####91 Other##2.3####28####(15)####13####86####(25)####61 Total finite-lived assets######793####(430)####363####973####(458)####515 Total indefinite-lived assets##N/A####425####—####425####382####—####382 Total intangible assets####$##1,218##$##(430)##$##788##$##1,355##$##(458)##$##897


META Table of Contents

Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively.


META Table of Contents

As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions): 2024##$##136 2025####97 2026####46 2027####24 2028####15 Thereafter####45 Total##$##363


META Note 10. Long-term Debt

As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages): ##Maturity##Stated Interest Rate##Effective Interest Rate####December 31, 2023####December 31, 2022 August 2022 debt:############## 2027 Notes##2027##3.50%##3.63%##$##2,750##$##2,750 2032 Notes##2032##3.85%##3.92%####3,000####3,000 2052 Notes##2052##4.45%##4.51%####2,750####2,750 2062 Notes##2062##4.65%##4.71%####1,500####1,500 May 2023 debt:############## 2028 Notes##2028##4.60%##4.68%####1,500#### 2030 Notes##2030##4.80%##4.90%####1,000#### 2033 Notes##2033##4.95%##5.00%####1,750#### 2053 Notes##2053##5.60%##5.64%####2,500#### 2063 Notes##2063##5.75%##5.79%####1,750#### Total face amount of long-term debt##########18,500####10,000 Unamortized discount and issuance costs, net##########(115)####(77) Long-term debt########$##18,385##$##9,923


META Note 10. Long-term Debt

Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively.


META Note 10. Long-term Debt

The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.


META Note 10. Long-term Debt

As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions): 2024 through 2026##$##— 2027####2,750 2028####1,500 Thereafter####14,250 Total outstanding debt##$##18,500


META Note 11. Liabilities

The components of accrued expenses and other current liabilities are as follows (in millions): ######December 31,#### ####2023######2022 Legal-related accruals (1)##$##6,592####$##4,795 Accrued compensation and benefits####6,659######4,591 Accrued property and equipment####2,213######2,921 Accrued taxes####3,655######2,339 Other current liabilities####5,506######4,906 Accrued expenses and other current liabilities##$##24,625####$##19,552


META _________________________

(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.


META _________________________

The components of other liabilities are as follows (in millions): ######December 31,#### ####2023######2022 Income tax payable, non-current##$##7,514####$##6,645 Other non-current liabilities####1,370######1,119 Other liabilities##$##8,884####$##7,764


META Contractual Commitments

We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions): 2024##$##12,105 2025####1,152 2026####417 2027####218 2028####127 Thereafter####2,470 Total##$##16,489


META Contractual Commitments

Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased.


META Legal and Related Matters

With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.


META Legal and Related Matters

We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.


META Legal and Related Matters

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.


META Legal and Related Matters

For information regarding income tax contingencies, see Note 15 — Income Taxes.


META Privacy and Related Matters

Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.


META Table of Contents

On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC’s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.


META Table of Contents

We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate.


META Table of Contents

On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.


META Table of Contents

Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court).


META Competition

We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of


META Table of Contents

the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.


META 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.


META Securities and Other Actions

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.


META Securities and Other Actions

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.


META Youth-Related Actions

Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent


META Table of Contents

Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users.


META Other Actions

Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.


META Other Actions

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.


META Other Actions

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.


META Indemnifications

In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations.


META Indemnifications

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2023.


META Common Stock

Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.


META Common Stock

As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding.


META Share Repurchase

Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program.


META Share Repurchase

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.


META Dividend

On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024.


META Dividend

Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.


META Share-based Compensation Plan

We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.


META Share-based Compensation Plan

On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan.


META Table of Contents

The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements of income (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cost of revenue##$##740##$##768##$##577 Research and development####11,429####9,361####7,106 Marketing and sales####952####1,004####837 General and administrative####906####859####644 Total share-based compensation expense##$##14,027##$##11,992##$##9,164


META Table of Contents

The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023: ##Number of Shares####Weighted-Average Grant Date Fair Value Per Share ##(in thousands)#### Unvested at December 31, 2022##127,110##$##216.93 Granted##112,066##$##202.46 Vested##(65,402)##$##210.74 Forfeited##(24,712)##$##210.39 Unvested at December 31, 2023##149,062##$##209.85


META Table of Contents

The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively. The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion, $9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022, and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.


META Table of Contents

As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.


META Note 14. Interest and Other Income (Expense), Net

The following table presents the detail of interest and other income (expense), net (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Interest income##$##1,639##$##461##$##484 Interest expense####(446)####(185)####(23) Foreign currency exchange losses, net####(366)####(81)####(140) Other income (expense), net####(150)####(320)####210 Interest and other income (expense), net##$##677##$##(125)##$##531


META Note 15. Income Taxes

The components of income before provision for income taxes are as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Domestic##$##43,499##$##25,025##$##43,669 Foreign####3,929####3,794####3,615 Income before provision for income taxes##$##47,428##$##28,819##$##47,284


META Note 15. Income Taxes

The provision for income taxes consists of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Current:############ Federal##$##4,934##$##6,094##$##4,971 State####577####874####548 Foreign####2,688####1,928####1,786 Total current tax expense####8,199####8,896####7,305 Deferred:############ Federal####67####(2,776)####585 State####123####(405)####43 Foreign####(59)####(96)####(19) Total deferred tax (benefits)/expense####131####(3,277)####609 Provision for income taxes##$##8,330##$##5,619##$##7,914


META Note 15. Income Taxes

A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages): ######Year Ended December 31,###### ##2023####2022####2021## U.S. federal statutory income tax rate##21.0##%##21.0##%##21.0##% State income taxes, net of federal benefit##1.1####1.0####1.0## Share-based compensation##(0.6)####2.6####(1.7)## Research and development tax credits##(1.5)####(2.4)####(1.3)## Foreign-derived intangible income deduction##(4.3)####(7.0)####(3.5)## Effect of non-U.S. operations##0.9####3.0####0.9## Other##1.0####1.3####0.3## Effective tax rate##17.6##%##19.5##%##16.7##%


META Table of Contents

Our deferred tax assets (liabilities) are as follows (in millions): ######December 31,#### ####2023######2022 Deferred tax assets:########## Loss carryforwards##$##353####$##234 Tax credit carryforwards####2,028######1,576 Share-based compensation####459######368 Accrued expenses and other liabilities####2,168######1,627 Lease liabilities####3,752######3,200 Capitalized research and development####9,292######8,175 Unrealized losses in securities and investments####232######489 Other####487######621 Total deferred tax assets####18,771######16,290 Less: valuation allowance####(2,879)######(2,493) Deferred tax assets, net of valuation allowance####15,892######13,797 Deferred tax liabilities:########## Depreciation and amortization####(8,320)######(6,296) Right-of-use assets####(2,708)######(2,555) Total deferred tax liabilities####(11,028)######(8,851) Net deferred tax assets##$##4,864####$##4,946


META Table of Contents

The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized.


META Table of Contents

As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire.


META Table of Contents

Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‐year period.


META Table of Contents

The following table reflects changes in the gross unrecognized tax benefits (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Gross unrecognized tax benefits ‐ beginning of period##$##10,757##$##9,807##$##8,692 Increases related to prior year tax positions####168####210####328 Decreases related to prior year tax positions####(264)####(172)####(86) Increases related to current year tax positions####1,204####1,166####963 Decreases related to settlements of prior year tax positions####(199)####(254)####(90) Gross unrecognized tax benefits ‐ end of period##$##11,666##$##10,757##$##9,807


META Table of Contents

These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively.


META Table of Contents

If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time.


META Table of Contents

We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners.


META Table of Contents

In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted.


META Table of Contents

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.


META Table of Contents

We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court.


META Table of Contents

We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows.


META Note 16. Segment and Geographical Information

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.


Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information.


Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount.


The following table sets forth our segment information of revenue and income (loss) from operations (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Revenue:############ Family of Apps##$##133,006##$##114,450##$##115,655 Reality Labs####1,896####2,159####2,274 Total revenue##$##134,902##$##116,609##$##117,929 Income (loss) from operations:############ Family of Apps##$##62,871##$##42,661##$##56,946 Reality Labs####(16,120)####(13,717)####(10,193) Total income from operations##$##46,751##$##28,944##$##46,753


For information regarding revenue disaggregated by geography, see Note 2 — Revenue.


The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in millions): ######December 31,#### ####2023######2022 United States##$##91,940####$##76,334 Rest of the world (1)####17,941######15,857 Total long-lived assets##$##109,881####$##92,191


META _________________________

(1)No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.


META in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


META Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.


META Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.


META Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


META Changes in Internal Control

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting


META Changes in Internal Control

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.


META Rule 10b5-1 Trading Plans

On November 30, 2023, Jennifer Newstead, our Chief Legal Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading plan provides for the sale of an aggregate of 10,968 shares of our Class A common stock and all shares received during the duration of the plan pursuant to Ms. Newstead's outstanding equity awards and any future equity award grants, excluding any shares withheld by the company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the equity awards. The plan will terminate on May 13, 2025, subject to early termination for certain specified events set forth in the plan.


META Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.


META Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.


Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investor.fb.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.


META Compensation


META Compensation

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


META Relationships and Related Transactions, and Director Independence


META Accountant Fees and Services


META Exhibit and Financial Statement Schedules

We have filed the following documents as part of this Form 10-K:


1. Consolidated Financial Statements: ##Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)##85 Consolidated Balance Sheets##89 Consolidated Statements of Income##90 Consolidated Statements of Comprehensive Income##91 Consolidated Statements of Stockholders' Equity##92 Consolidated Statements of Cash Flows##93


META 2. Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.


META 3. Exhibits

Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 3.1##Amended and Restated Certificate of Incorporation.##8-K##001-35551####3.1##October 28, 2021 3.2##Amended and Restated Bylaws.##8-K##001-35551####3.2##October 28, 2021 4.1##Form of Class A Common Stock Certificate.##10-K##001-35551####4.1##February 3, 2022 4.2##Form of Class B Common Stock Certificate.##10-K##001-35551####4.2##February 3, 2022 4.3##Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.1##August 9, 2022 4.4##First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.2##August 9, 2022 4.5##Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.1##May 3, 2023 4.6##Description of Registrant's Capital Stock.########## 10.1+##Form of Indemnification Agreement.##8-K##001-35551####10.1##April 15, 2019 10.2(A)+##2012 Equity Incentive Plan, as amended.##10-K##001-35551####10.2(A)##February 2, 2023 10.2(B)+##Third Amendment to the 2012 Equity Incentive Plan.##10-K##001-35551####10.2(B)##February 2, 2023 10.2(C)+##2012 Equity Incentive Plan forms of award agreements.##10-Q##001-35551####10.2##July 31, 2012 10.2(D)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##May 4, 2017


META Table of Contents

Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.2(E)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##July 27, 2017 10.2(F)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 26, 2018 10.2(G)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-K##001-35551####10.3(G)##January 31, 2019 10.2(H)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 25, 2019 10.2(I)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 30, 2020 10.2(J)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##July 29, 2021 10.2(K)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.3##April 28, 2022 10.2(L)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##April 27, 2023 10.3+##Amended and Restated Bonus Plan, effective January 1, 2023.##10-Q##001-35551####10.1##October 26, 2023 10.4+##Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.##S-1##333-179287####10.6##February 8, 2012 10.5+##Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox.##10-Q##001-35551####10.1##April 29, 2021 10.6+##Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan.##10-K##001-35551####10.8##February 2, 2023 10.7+##Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth.##10-Q##001-35551####10.3##April 27, 2023 10.8+##Offer Letter, dated November 1, 2022, between Registrant and Susan Li.##10-Q##001-35551####10.4##April 27, 2023 10.9+##Form of Executive Officer Offer Letter.##10-Q##001-35551####10.3##July 25, 2019 10.10+##Director Compensation Policy, as amended.##10-Q##001-35551####10.5##April 27, 2023 10.11+##Deferred Compensation Plan for Non-Employee Directors.##10-K##001-35551####10.12##February 2, 2023 10.12+##Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg.##10-Q##001-35551####10.2##April 29, 2021 21.1##List of Subsidiaries.########## 23.1##Consent of Independent Registered Public Accounting Firm.########## 31.1##Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.########## 31.2##Certification of Susan Li, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.########## 32.1###Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.##########


META Table of Contents

Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 32.2###Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.########## 97.1##Compensation Recoupment Policy.########## 101.INS##Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).########## 101.SCH##Inline XBRL Taxonomy Extension Schema Document.########## 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase Document.########## 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase Document.########## 101.LAB##Inline XBRL Taxonomy Extension Labels Linkbase Document.########## 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase Document.########## 104##Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).##########


META Table of Contents

+ Indicates a management contract or compensatory plan. # This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


META Form 10-K Summary

None.


META SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024. ####META PLATFORMS, INC. Date:##February 1, 2024##/s/ Susan Li ####Susan Li ####Chief Financial Officer


META POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


META POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature##Title##Date /s/ Mark Zuckerberg##Board Chair and Chief Executive Officer (Principal Executive Officer)##February 1, 2024 Mark Zuckerberg#### /s/ Susan Li##Chief Financial Officer (Principal Financial Officer)##February 1, 2024 Susan Li#### /S/ Aaron Anderson##Chief Accounting Officer (Principal Accounting Officer)##February 1, 2024 Aaron Anderson#### /s/ Peggy Alford##Director##February 1, 2024 Peggy Alford#### /s/ Marc L. Andreessen##Director##February 1, 2024 Marc L. Andreessen#### /s/ Andrew W. Houston##Director##February 1, 2024 Andrew W. Houston#### /s/ Nancy Killefer##Director##February 1, 2024 Nancy Killefer#### /s/ Robert M. Kimmitt##Director##February 1, 2024 Robert M. Kimmitt#### /s/ Sheryl K. Sandberg##Director##February 1, 2024 Sheryl K. Sandberg#### /s/ Tracey T. Travis##Director##February 1, 2024 Tracey T. Travis#### /s/ Tony Xu##Director##February 1, 2024 Tony Xu####


UNH Overview

The terms “we,” “our,” “us,” “its,” “UnitedHealth Group,” or the “Company” used in this report refer to UnitedHealth Group Incorporated and its subsidiaries.


UNH Overview

UnitedHealth Group Incorporated is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve.


UNH Overview

The ability to analyze complex data and apply deep health care expertise and insights allows us to serve patients, consumers, care providers, businesses, communities and governments with more innovative products and complete, end-to-end offerings for many of the biggest challenges facing health care today.


UNH Overview

Optum seeks to create a higher-performing, value-oriented and more connected approach to health care. Bringing together clinical expertise, technology and data to make care simpler, more effective and more affordable, we seek to advance whole-person health, creating a seamless consumer experience and supporting clinicians with insights to deliver personalized, evidence-based care. Optum serves the broad health care marketplace, including patients and consumers, payers, care providers, employers, governments and life sciences companies, through its Optum Health, Optum Insight and Optum Rx businesses. These businesses improve overall health system performance by optimizing health care quality and delivery, reducing costs and improving patient, consumer and provider experience, leveraging distinctive capabilities in data and analytics, pharmacy care services, health care operations, population health and health financial services.


UNH Overview

UnitedHealthcare offers a full range of health benefits designed to simplify the health care experience and make it more affordable for consumers to access high-quality care. UnitedHealthcare Employer & Individual serves consumers and employers, ranging from sole proprietorships to large, multi-site and national employers and public sector employers. UnitedHealthcare Medicare & Retirement delivers health and well-being benefits to seniors and other Medicare eligible consumers. UnitedHealthcare Community & State serves consumers who are economically disadvantaged, the medically underserved and those without the benefit of employer sponsored health benefits coverage.


UNH Overview

We have four reportable segments: •Optum Health; •Optum Insight; •Optum Rx; and •UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.


UNH Optum

Optum is an information and technology-enabled health services business serving the broad health care marketplace, including: •Those who need care: patients who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized, comprehensive and delivered in all care settings, including in-home and virtually. •Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative burden allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs. Improved health outcomes are achieved by utilizing our clinical expertise, data and analytics to better understand, treat and prevent consumers’ health conditions and ensure they receive the best evidence-based care. •Those who pay for care: consumers; employers; health plans; and state, federal and municipal agencies devoted to ensuring the people they sponsor receive high-quality care, administered and delivered efficiently and effectively, all while driving health equity so that every individual, family and community has access to the care they need. •Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes.


UNH Optum

Optum operates three business segments which combine distinctive capabilities in value-based care, population health, health care operations, data and analytics and pharmacy care services: •Optum Health delivers patient-centered care, care management, wellness and consumer engagement, and health financial services; •Optum Insight offers data, analytics, research, consulting, technology and managed services solutions; and •Optum Rx provides diversified pharmacy care services.


UNH Optum Health

Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 103 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual. Optum Health delivers primary, specialty, surgical and urgent care; helps patients and providers navigate and address complex, chronic and behavioral health needs; offers post-acute care planning services; and serves consumers and care providers through advanced, on-demand digital health technologies, such as telehealth and remote patient monitoring, and innovative health care financial services. Optum Health works directly with patients, consumers, care delivery systems, providers, employers, payers, and public-sector entities to provide high quality, accessible and equitable care with improved health outcomes and reduced total cost of care. Optum Health enables care providers to transition from traditional fee-for-service payment models to performance-based delivery and payment models designed to improve patient health outcomes and experience through value-based care.


UNH Optum Health

Optum Health offerings include fully accountable value-based arrangements, where Optum Health assumes responsibility for health care costs in exchange for a monthly premium. Offerings also include administrative fee arrangements, where Optum Health manages or administers products and services in exchange for a monthly fee, and fee-for-service arrangements, where Optum Health delivers health-related products and medical services for patients at a contracted fee.


UNH Optum Health

Optum Financial, including Optum Bank, serves consumers through more than 24 million consumer accounts with nearly $22 billion in assets under management as of December 31, 2023. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions. For financial services offerings, Optum Financial charges fees and earns investment income on managed funds.


UNH Optum Health

Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas: employers, including large, mid-sized and small employers; payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries; and public entities including the U.S. Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies.


UNH Optum Insight

Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes simpler and more efficient for all participants in the health care system. Hospital systems, physicians, health plans, public entities, life sciences companies and other organizations comprising the health care industry depend on Optum Insight to help them improve performance and reduce costs through administrative efficiency and payment simplification, advance care quality through evidence-based standards built directly into clinical workflows, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.


UNH Optum Insight

Health Systems. Serves hospitals, physicians and other care providers to improve operating performance, better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans.


UNH Optum Insight

Health Plans. Serves health plans by improving financial performance and enhancing outcomes through proactive analytics, a comprehensive payment integrity portfolio and technology-enabled and staff-supported risk and quality services. Optum Insight helps health plans navigate a dynamic environment defined by shifts in employer vs. public-sector coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity.


UNH Optum Insight

State Governments. Provides advanced technology and analytics services to modernize the administration of critical safety net programs, such as Medicaid, while improving cost predictability.


UNH Optum Insight

Life Sciences Companies. Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes.


UNH Optum Insight

Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years. Optum Insight maintains an order backlog to track unearned revenues under these long-term arrangements.


UNH Optum Insight

The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight’s customers. Optum Insight’s aggregate backlog as of December 31, 2023 was approximately $32.1 billion, of which $18.7 billion is expected to be realized within the next 12 months. The aggregate backlog includes $11.9 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2022, was $30.0 billion, including $10.7 billion related to affiliated agreements.


UNH Optum Insight

Optum Insight’s products and services are sold primarily through a direct sales force. Optum Insight’s products are also supported and distributed through an array of alliances and business partnerships with other technology vendors, who integrate and interface Optum Insight’s products with their applications.


UNH Optum Rx

Optum Rx provides a full spectrum of pharmacy care services through its network of more than 65,000 retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services. It also offers direct-to-consumer solutions.


UNH Optum Rx

Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders. In 2023, Optum Rx managed $159 billion in pharmaceutical spending, including $63 billion in specialty pharmaceutical spending.


UNH Optum Rx

Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.


UNH Optum Rx

Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to deliver improved consumer experiences, better health outcomes and a lower total cost of care. Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client’s plan design and clinical strategies. Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team.


UNH UnitedHealthcare

Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs. UnitedHealthcare’s market position is built on: •strong local-market relationships; •the breadth of product offerings, based upon extensive expertise in distinct market segments in health care; •service and advanced technology, including digital consumer engagement; •competitive medical and operating cost positions; •effective clinical engagement; and •innovation for customers and consumers.


UNH UnitedHealthcare

UnitedHealthcare uses Optum’s capabilities to help coordinate and provide patient care, improve affordability of medical care, analyze cost trends, manage pharmacy care services, work with care providers more effectively and create a simpler and more satisfying consumer and physician experience.


UNH UnitedHealthcare

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, 2023, include 1.8 million physicians and other health care professionals and nearly 7,200 hospitals and other facilities.


UNH UnitedHealthcare

UnitedHealthcare is subject to extensive government regulation. See further discussion of our regulatory environment below under “Government Regulation” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


UNH UnitedHealthcare Employer & Individual

Domestically, UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses, and individuals. As of December 31, 2023, UnitedHealthcare Employer & Individual provides access to medical services for 27.3 million people. Globally, UnitedHealthcare Employer & Individual serves 7.8 million people with medical and dental benefits, typically in exchange for a monthly premium per member, residing principally in Brazil, Chile, Colombia and Peru, but also in more than 150 other countries. UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets


through hospitals, outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Employer & Individual global members and consumers served by other payers.


Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period. Through its administrative and other management services arrangements to customers who elect to self-fund the health care costs of their employees and employees’ dependents, UnitedHealthcare Employer & Individual receives a fixed monthly service fee per individual served. These customers retain the risk of financing medical benefits for their employees and employees’ dependents, while UnitedHealthcare Employer & Individual provides services such as coordination and facilitation of medical and related services to customers, consumers and health care professionals, administration of transaction processing and access to a contracted network of physicians, hospitals and other health care professionals, including dental and vision professionals. UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics.


UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including: through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces.


UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, hearing, accident protection, critical illness, disability and hospital indemnity offerings.


UNH UnitedHealthcare Medicare & Retirement

UnitedHealthcare Medicare & Retirement provides health and well-being services to seniors and other Medicare eligible consumers, addressing their unique needs. UnitedHealthcare Medicare & Retirement has distinct benefit designs, pricing, underwriting, clinical program management and marketing capabilities dedicated to health products and services in this market.


UnitedHealthcare Medicare & Retirement offers a selection of products allowing people choice in obtaining the health coverage and services they need as their circumstances change. These offerings include care management and health system navigator services, clinical management programs, nurse health line services, 24-hour access to health care information, access to discounted health services from a network of care providers and administrative services.


UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, including AARP, the nation’s largest membership organization dedicated to the needs of people age 50 and over, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels.


Major product categories include:


Medicare Advantage. Provides health care coverage for seniors and other eligible Medicare beneficiaries through the Medicare Advantage program administered by the Centers for Medicare & Medicaid Services (CMS), including Medicare Advantage HMO plans, Preferred Provider Organization (PPO) plans, Point-of-Service plans, Private-Fee-for-Service plans and Special Needs Plans (SNPs). Under the Medicare Advantage program, UnitedHealthcare Medicare & Retirement provides health benefits coverage in exchange for a fixed monthly premium per member from CMS plus, in some cases, monthly consumer premiums. Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.7 million people through its Medicare Advantage products as of December 31, 2023.


We have continued to enhance our offerings, focusing on more digital and physical care resources in the home, expanding our concierge navigation services and enabling the home as a safe and effective setting of care. For example, through our HouseCalls program, nurse practitioners performed more than 2.7 million clinical preventive home care visits in 2023 to address unmet care opportunities and close gaps in care.


Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans. The stand-alone Medicare Part D plans address a large spectrum of people’s needs and preferences for their prescription drug coverage, including low-cost prescription options. As of December 31, 2023, UnitedHealthcare enrolled 10.2 million people in the Medicare Part D programs, including 3.3 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.


Medicare Supplement. Provides a full range of supplemental products at diverse price points. These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare


Medicare & Retirement served 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP as of December 31, 2023.


Premium revenues from CMS represented 40% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2023, most of which were generated by UnitedHealthcare Medicare & Retirement.


UNH UnitedHealthcare Community & State

UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program. UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, including Temporary Assistance to Needy Families; Children’s Health Insurance Programs (CHIP); Dual SNPs (DSNPs); Long-Term Services and Supports (LTSS); Aged, Blind and Disabled; and other federal, state and community health care programs. As of December 31, 2023, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served more than 7.8 million people; including 1.3 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).


UNH UnitedHealthcare Community & State

States using managed care services for Medicaid beneficiaries select health plans by using a formal bid process or by awarding individual contracts. These health plans and care programs are designed to address the complex needs of the populations they serve, including the chronically ill, people with disabilities and people with a higher risk of medical, behavioral and social conditions. UnitedHealthcare Community & State administers benefits for the unique needs of children, pregnant women, adults, seniors and those who are institutionalized or are nursing home eligible. These individuals often live in medically underserved areas and are less likely to have a consistent relationship with the medical community or a care provider. They also often face significant social and economic challenges.