8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2022

Meta Platforms, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35551	20-1665019
(State or Other Jurisdiction <br>of Incorporation)	(Commission <br>File Number)	(IRS Employer <br>Identification No.)

1601 Willow Road, Menlo Park, California 94025

(Address of principal executive offices and Zip Code)

(650) 543-4800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.000006 par value	META	The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
---	---
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 7.01 Regulation FD Disclosure.

On November 9, 2022, Meta Platforms, Inc. ("Meta," "we" or "our") published a Newsroom post announcing a planned layoff. A copy of Meta's Newsroom post is attached as Exhibit 99.1 to this report. Meta is also providing the updates below to the outlook commentary from our third quarter 2022 earnings conference call held on October 26, 2022.

Our outlook for fourth quarter 2022 revenue of $30-32.5 billion is unchanged.

The 2022 and 2023 expense outlooks provided on the third quarter 2022 earnings conference call contemplated the financial impact of the layoff announced today, which is anticipated to impact approximately 11,000 of our employees across our Family of Apps and Reality Labs segments.

Our 2022 expense outlook of $85-87 billion also remains unchanged and includes the estimated severance-related costs we expect to record in the fourth quarter of 2022 as well as the previously announced $900 million in estimated charges related to consolidating our office facilities footprint. The estimated impact of charges related to severance we expect to record in the fourth quarter of 2022, net of reduced accruals for employee costs, is not material.

We have continued to refine our 2023 expense budget and now expect 2023 total expenses to be in the range of $94-100 billion, lowered from $96-101 billion previously. This includes the previously disclosed $2 billion in estimated charges related to consolidating our office facilities footprint. The updated range reflects our plan to add fewer employees in 2023 than we previously expected as we are significantly slowing our hiring trajectory through the beginning of 2023.

We continue to anticipate that Reality Labs operating losses in 2023 will grow significantly year-over-year.

In addition, we are updating our 2023 capital expenditures outlook to be in the range of $34-37 billion, narrowed from $34-39 billion.

We will continue to refine our investment plans and update our guidance as appropriate throughout the year.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K and the accompanying Newsroom post contain forward-looking statements regarding Meta's future business plans and expectations, including statements relating to Meta's expectations with respect to its 2022 and 2023 financial outlook. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including: the impact of macroeconomic conditions on our business and financial results, including as a result of the ongoing COVID-19 pandemic and geopolitical events; our ability to retain or increase users and engagement levels; our reliance on advertising revenue; our dependency on data signals and mobile operating systems, networks, and standards that we do not control; changes to the content or application of third-party policies that impact our advertising practices; risks associated with new products and changes to existing products as well as other new business initiatives, including our metaverse efforts; our emphasis on community growth and engagement and the user experience over short-term financial results; maintaining and enhancing our brand and reputation; our ongoing privacy, safety, security, and content review efforts; competition; risks associated with government actions that could restrict access to our products or impair our ability to sell advertising in certain countries; litigation and government inquiries; privacy, legislative, and regulatory concerns or developments; risks associated with acquisitions; security breaches; our ability to manage our scale and geographically-dispersed operations; and the impact of our cost-reduction initiatives, including the planned layoff. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond Meta's control, you should not rely on forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is more fully detailed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q filed with the SEC on October 27, 2022, which is available on our Investor Relations website at investor.fb.com and on the SEC website at www.sec.gov. In addition, please note that the date of this Current Report on Form 8-K and the accompanying Newsroom post is November 9, 2022, and any forward-looking statements contained herein are based on assumptions that Meta believes to be reasonable as of this date. Meta undertakes no obligation to update these statements as a result of new information or future events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.1	Newsroom Post dated November 9, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		META PLATFORMS, INC.
Date:	November 9, 2022	By:	/s/ Katherine R. Kelly
		Name:	Katherine R. Kelly
		Title:	Vice President, Deputy General Counsel and Secretary

Document

Exhibit 99.1

Mark Zuckerberg's Message to Meta Employees

November 9, 2022

Mark Zuckerberg just shared the following with Meta employees:

Today I'm sharing some of the most difficult changes we've made in Meta's history. I've decided to reduce the size of our team by about 13% and let more than 11,000 of our talented employees go. We are also taking a number of additional steps to become a leaner and more efficient company by cutting discretionary spending and extending our hiring freeze through Q1.

I want to take accountability for these decisions and for how we got here. I know this is tough for everyone, and I'm especially sorry to those impacted.

How did we get here?

At the start of Covid, the world rapidly moved online and the surge of e-commerce led to outsized revenue growth. Many people predicted this would be a permanent acceleration that would continue even after the pandemic ended. I did too, so I made the decision to significantly increase our investments. Unfortunately, this did not play out the way I expected. Not only has online commerce returned to prior trends, but the macroeconomic downturn, increased competition, and ads signal loss have caused our revenue to be much lower than I'd expected. I got this wrong, and I take responsibility for that.

In this new environment, we need to become more capital efficient. We've shifted more of our resources onto a smaller number of high priority growth areas -- like our AI discovery engine, our ads and business platforms, and our long-term vision for the metaverse. We've cut costs across our business, including scaling back budgets, reducing perks, and shrinking our real estate footprint. We're restructuring teams to increase our efficiency. But these measures alone won't bring our expenses in line with our revenue growth, so I've also made the hard decision to let people go.

How will this work?

There is no good way to do a layoff, but we hope to get all the relevant information to you as quickly as possible and then do whatever we can to support you through this.

Everyone will get an email soon letting you know what this layoff means for you. After that, every affected employee will have the opportunity to speak with someone to get their questions answered and join information sessions.

Some of the details in the US include:

•Severance. We will pay 16 weeks of base pay plus two additional weeks for every year of service, with no cap.

•PTO. We'll pay for all remaining PTO time.

•RSU vesting. Everyone impacted will receive their November 15, 2022 vesting.

•Health insurance. We'll cover the cost of healthcare for people and their families for six months.

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

•Immigration support. I know this is especially difficult if you're here on a visa. There's a notice period before termination and some visa grace periods, which means everyone will have time to make plans and work through their immigration status. We have dedicated immigration specialists to help guide you based on what you and your family need.

Outside the US, support will be similar, and we'll follow up soon with separate processes that take into account local employment laws.

We made the decision to remove access to most Meta systems for people leaving today given the amount of access to sensitive information. But we're keeping email addresses active throughout the day so everyone can say farewell.

While we're making reductions in every organization across both Family of Apps and Reality Labs, some teams will be affected more than others. Recruiting will be disproportionately affected since we're planning to hire fewer people next year. We're also restructuring our business teams more substantially. This is not a reflection of the great work these groups have done, but what we need going forward. The leaders of each group will schedule time to discuss what this means for your team over the next couple of days.

The teammates who will be leaving us are talented and passionate, and have made an important impact on our company and community. Each of you have helped make Meta a success, and I'm grateful for it. I'm sure you'll go on to do great work at other places.

What other changes are we making?

I view layoffs as a last resort, so we decided to rein in other sources of cost before letting teammates go. Overall, this will add up to a meaningful cultural shift in how we operate. For example, as we shrink our real estate footprint, we're transitioning to desk sharing for people who already spend most of their time outside the office. We'll roll out more cost-cutting changes like this in the coming months.

We're also extending our hiring freeze through Q1 with a small number of exceptions. I'm going to watch our business performance, operational efficiency, and other macroeconomic factors to determine whether and how much we should resume hiring at that point. This will give us the ability to control our cost structure in the event of a continued economic downturn. It will also put us on a path to achieve a more efficient cost structure than we outlined to investors recently.

I'm currently in the middle of a thorough review of our infrastructure spending. As we build our AI infrastructure, we're focused on becoming even more efficient with our capacity. Our infrastructure will continue to be an important advantage for Meta, and I believe we can achieve this while spending less.

Fundamentally, we're making all these changes for two reasons: our revenue outlook is lower than we expected at the beginning of this year, and we want to make sure we're operating efficiently across both Family of Apps and Reality Labs.

How do we move forward?

This is a sad moment, and there's no way around that. To those who are leaving, I want to thank you again for everything you've put into this place. We would not be where we are today without your hard work, and I'm grateful for your contributions.

To those who are staying, I know this is a difficult time for you too. Not only are we saying goodbye to people we've worked closely with, but many of you also feel uncertainty about the future. I want you to know that we're making these decisions to make sure our future is strong.

I believe we are deeply underestimated as a company today. Billions of people use our services to connect, and our communities keep growing. Our core business is among the most profitable ever built with huge potential ahead. And we're leading in developing the technology to define the future of social connection and the next computing platform. We do historically important work. I'm confident that if we work efficiently, we'll come out of this downturn stronger and more resilient than ever.

We'll share more on how we'll operate as a streamlined organization to achieve our priorities in the weeks ahead. For now, I'll say one more time how thankful I am to those of you who are leaving for everything you've done to advance our mission.

Mark

This post contains forward-looking statements regarding our future business plans and expectations. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and

uncertainties that could affect our business and financial results is more fully detailed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on October 27, 2022, which is available on our Investor Relations website at investor.fb.com and on the SEC website at www.sec.gov. In addition, please note that the date of this post is November 9, 2022, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.