TimesLines, Inc v. Facebook, Inc.

Filing 108

DECLARATION of Susan Li regarding motion in limine 96 (Attachments: # 1 Exhibit A)(Hughes, Brendan)

EXHIBIT A

FACEBOOK INC

FORMReport)
10-K
(Annual

Filed 02/01/13 for the Period Ending 12/31/12

Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector

1601 WILLOW ROAD
MENLO PARK, CA 94025
650-618-7714
0001326801
FB
7370 - Computer Programming, Data Processing, And
Computer Services
Technology

http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM 10-K
__________________________
(Mark One)



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number: 001-35551
__________________________

FACEBOOK, INC.
(Exact name of registrant as specified in its charter)
__________________________

Delaware

20-1665019

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

1601 Willow Road, Menlo Park, California 94025
(Address of principal executive offices and Zip Code)

[phone]
(Registrant's telephone number, including area code)

__________________________

Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $0.000006 par value

The NASDAQ Stock Market LLC

(Title of each class)

(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

No 
No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act)
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes 
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes 
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer

Accelerated filer


(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Smaller reporting company

Yes

No 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 29, 2012 , the last business day of the registrant's most
recently completed second fiscal quarter, was $47,206,114,899 based upon the closing price reported for such date on the NASDAQ Global Select Market.
On January 29, 2013 the registrant had 1,684,185,170 shares of Class A common stock and 697,948,924 shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2013 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended
December 31, 2012 .

FACEBOOK, INC.
FORM 10-K
TABLE OF CONTENTS
Note About Forward-Looking Statements
Limitations of Key Metrics
PART I

3
4

Item1.

Business

5

Item1A.

Risk Factors

13

Item 1B.

Unresolved Staff Comments

30

Item 2.

Properties

30

Item 3.

Legal Proceedings

30

Item 4.

Mine Safety Disclosures

31

Item 5.

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

32

Item 6.

Selected Financial Data

34

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

36

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

57

Item 8.

Financial Statements and Supplementary Data

58

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

87

Item 9A.

Controls and Procedures

87

Item 9B.

Other Information

87

Item 10.

Directors, Executive Officers and Corporate Governance

88

Item 11.

Executive Compensation

88

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

88

Item 13.

Certain Relationships and Related Transactions, and Director Independence

88

Item 14.

Principal Accounting Fees and Services

88

Exhibits, Financial Statement Schedules

89

PART II

PART III

PART IV
Item 15.
Signatures

2

NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future
results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements.
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forwardlooking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends
that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives,
and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part
I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms "Facebook," "company," "we," "us," and "our" in this document refer to
Facebook, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries. The term "Facebook" may also refer to our products,
regardless of the manner in which they are accessed.

3

LIMITATIONS OF KEY METRICS
The numbers of our monthly active users (MAUs), daily active users (DAUs), mobile MAUs, and average revenue per user (ARPU) are calculated
using internal company data based on the activity of user accounts. While these numbers are based on what we believe to be reasonable estimates of our
user base for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large online and mobile
populations around the world. For example, there may be individuals who maintain one or more Facebook accounts in violation of our terms of service.
We estimate, for example, that "duplicate" accounts (an account that a user maintains in addition to his or her principal account) may have represented
approximately 5.0% of our worldwide MAUs as of December 31, 2012. We also seek to identify "false" accounts, which we divide into two categories:
(1) user-misclassified accounts, where users have created personal profiles for a business, organization, or non-human entity such as a pet (such entities
are permitted on Facebook using a Page rather than a personal profile under our terms of service); and (2) undesirable accounts, which represent user
profiles that we determine are intended to be used for purposes that violate our terms of service, such as spamming. As of December 31, 2012, for
example, we estimate user-misclassified accounts may have represented approximately 1.3% of our worldwide MAUs and undesirable accounts may
have represented approximately 0.9% of our worldwide MAUs. We believe the percentage of accounts that are duplicate or false is meaningfully lower
in developed markets such as the United States or Australia and higher in developing markets such as Indonesia and Turkey. However, these estimates
are based on an internal review of a limited sample of accounts and we apply significant judgment in making this determination, such as identifying
names that appear to be fake or other behavior that appears inauthentic to the reviewers. As such, our estimation of duplicate or false accounts may not
accurately represent the actual number of such accounts. We are continually seeking to improve our ability to identify duplicate or false accounts and
estimate the total number of such accounts, and such estimates may change due to improvements or changes in our methodology.
Some of our historical metrics through the second quarter of 2012 have also been affected by applications on certain mobile devices that
automatically contact our servers for regular updates with no user action involved, and this activity can cause our system to count the user associated
with such a device as an active user on the day such contact occurs. For example, we estimate that less than 5% of our estimated worldwide DAUs as of
December 31, 2011 and 2010 resulted from this type of automatic mobile activity, and that this type of activity had a substantially smaller effect on our
estimate of worldwide MAUs and mobile MAUs. The impact of this automatic activity on our metrics varies by geography because mobile usage varies
in different regions of the world. In addition, our data regarding the geographic location of our users is estimated based on a number of factors, such as
the user's IP address and self-disclosed location. These factors may not always accurately reflect the user's actual location. For example, a mobile-only
user may appear to be accessing Facebook from the location of the proxy server that the user connects to rather than from the user's actual location. The
methodologies used to measure user metrics may also be susceptible to algorithm or other technical errors. For example, in early June 2012 , we
discovered an error in the algorithm we used to estimate the geographic location of our users that affected our attribution of certain user locations for the
period ended March 31, 2012 . While this issue did not affect our overall worldwide MAU number, it did affect our attribution of users to different
geographic regions. We estimate that the number of MAUs as of March 31, 2012 for the United States & Canada region was overstated as a result of the
error by approximately 3% and these overstatements were offset by understatements in other regions. Our estimates for revenue by user location and
revenue by user device are also affected by these factors. We regularly review and may adjust our processes for calculating these metrics to improve
their accuracy. In addition, our MAU and DAU estimates will differ from estimates published by third parties due to differences in methodology. For
example, some third parties are not able to accurately measure mobile users or do not count mobile users for certain user groups or at all in their
analyses.
The numbers of MAUs, DAUs, and mobile MAUs discussed in this Annual Report on Form 10-K, as well as ARPU, do not include users of
Instagram unless such users would otherwise qualify as MAUs, DAUs, and mobile MAUs, respectively, based on activity that is shared back to
Facebook. In addition, our other user engagement metrics, such as friend connections, do not include Instagram unless otherwise specifically stated.

4

PART I
Item 1. Business
Overview
Our mission is to make the world more open and connected.
Millions of people come to Facebook every day to stay connected with their friends and family, to discover what is going on in the world around
them, and to share and express what matters to them to the people they care about.
Developers can use the Facebook Platform to build applications (apps) and websites that integrate with Facebook to reach our global network of
users and to build products that are more personalized and social.
Marketers can engage with more than one billion monthly active users on Facebook or subsets of our users based on information people have
chosen to share with us such as their age, location, gender, or interests. We offer marketers a unique combination of reach, relevance, social context, and
engagement to enhance the value of their ads.
We believe that we are at the forefront of enabling faster, easier, and richer communication between people and that Facebook has become an
integral part of many of our users' daily lives.
2012 Highlights
•

We had 1.06 billion monthly active users (MAUs) as of December 31, 2012, an increase of 25% as compared to 845 million MAUs as of
December 31, 2011.

•

We had 618 million daily active users (DAUs) on average in December 2012, an increase of 28% as compared to 483 million DAUs in
December 2011.

•

We had 680 million MAUs who used Facebook mobile products in December 2012, an increase of 57% as compared to 432 million MAUs
who used Facebook mobile products in December 2011.

•

There were more than 150 billion friend connections on Facebook as of December 31, 2012.

•

On average more than 350 million photos per day were uploaded to Facebook in the fourth quarter of 2012. Over 240 billion photos have
been shared on Facebook.

•

As of December 31, 2012, there were more than 50 million Pages with ten or more Likes.

•

In August 2012, we acquired Instagram, a photo-sharing service with over 100 million registered users.

•

In 2012, we released a number of new Facebook apps for iPhone, iPad, and Android devices. These releases were built to improve the speed
and quality of our mobile product offerings.

•

In 2012, we introduced features that give marketers new ways to reach people who use Facebook. These include ads in News Feed on both
desktop and mobile devices and Custom Audiences, a feature that allows marketers to find their offline customers among Facebook users,
and Facebook Exchange (FBX), a real-time bidded ad exchange.

How We Create Value for Users
Our top priority is to build useful and engaging products that enable you to:
•

Connect and Share with Your Friends. With more than one billion MAUs worldwide, Facebook users are increasingly able to find and stay
connected with their friends, family, and colleagues on Facebook.

•

Discover and Learn. We believe that people come to Facebook to discover and learn more about what is going on in the world around them,
particularly in the lives of their friends and family and with public figures and organizations that interest them. Each person's experience on
Facebook is unique based on the content shared by his or her friends and connections. This content is personalized for each user in our
products such as News Feed and Timeline.

•

Express Yourself. We enable people to share and publish their opinions, ideas, photos, and activities to audiences ranging from their closest
friends to our one billion users, giving everyone a voice within the Facebook community. Through Facebook's privacy and sharing settings,
people can control what they share and with whom they share it.

•

Stay Connected Everywhere. People can access Facebook through our website, mobile sites, smartphone apps, and feature phone products.
Through apps and websites built by developers using the Facebook Platform, people can interact with
5

their Facebook friends while playing games, listening to music, watching movies, reading news, and engaging in other activities across the
web and on mobile devices.
Our product development approach is centered on building the most useful tools that enable people to connect, share, discover, and communicate
with each other on mobile devices and computers.
•

Timeline. Timeline allows people to organize and display the events and activities that matter most to them, enabling them to curate their
memories in a searchable personal narrative that is organized chronologically. People choose what information to share on their Timeline,
such as their interests, photos, education, work history, relationship status, and contact information, and people can control with whom each
piece of content is shared on their Timeline.

•

News Feed. The Facebook News Feed is the core feature of a person's homepage and is a regularly updating list of stories from friends,
Pages, and other entities to which the person is connected on Facebook. It includes posts, photos, event updates, group memberships, app
updates, and other activities. Each person's News Feed is personalized based on his or her interests and the sharing activity of his or her
friends. Stories in a user's News Feed are prioritized based on several factors, including how many friends have Liked or Commented on a
certain piece of content, who posted the content, and what type of content it is.

•

Photos and Videos. Facebook is the most popular photo uploading service on the web. People can upload an unlimited number of high
resolution photos, create photo albums, and share them with their friends or any audience they choose. Users can also upload and share
videos. People can set specific privacy settings for each of their photo albums and videos, making them visible to everyone, or only to
certain friends. In addition, in 2012, we acquired Instagram, a mobile phone-based photo-sharing service, to enhance our photos product
offerings and to enable users to increase their levels of mobile engagement and photo sharing.

•

Messages. Our messaging products include email, chat, and text messaging. The delivery of messages is optimized for the device through
which the person is accessing Facebook. We aim to be the fastest and most reliable way for users to communicate through:
-

Email . Users can set up a free @facebook.com address.

-

Chat. Users can send messages to their friends in an instant message format.

-

Text Messaging . Users can activate text messaging on Facebook, allowing the texts they exchange with friends to be incorporated
into their respective conversations along with their message and chat history.

How We Create Value for Developers Through the Facebook Platform
The Facebook Platform is a set of development tools and application programming interfaces (APIs) that enables developers to easily integrate
with Facebook to create social apps and websites and to reach our more than one billion users. More than 10 million apps and websites were integrated
with Facebook as of December 31, 2012. We are focused on providing Platform developers with unique opportunities to increase their growth,
engagement, and monetization, while offering users new ways to connect with their friends through things like games, music, fitness and video apps.
Facebook offers tools and APIs that enable developers to increase growth, engagement and monetization.
•

Growth. We enable Platform developers to reach our global user base and use our distribution channels like News Feed and App Center to
increase traffic to their apps and websites.

•

Engagement. We enable Platform developers to create better products that are personalized and social and that offer new ways for our users
to engage with friends and share experiences across mobile devices and on the web.

•

Monetization. We provide an online payments infrastructure that enables Platform developers to receive payments from our users in an
easy-to-use, secure, and trusted environment. In 2012, our Platform developers received more than $1.96 billion from transactions enabled
by our Payments infrastructure.

Key elements of the Facebook Platform include:
•

Open Graph. Our underlying Platform is a set of APIs that developers can use to build apps and websites that enable users to share their
activities with friends on Facebook. As Open Graph connected apps and websites become an important part of how users express
themselves, activities such as the books people are reading, the movies people want to watch and the songs they are listening to are more
prominently displayed throughout Facebook's Timeline and News Feed. This enables developer apps and websites to become a key part of
the Facebook experience for users and can increase growth
6

and engagement for developers.
•

Social Plugins. Social plugins, such as the Like button, are social features that developers can easily integrate with their websites by
incorporating a few lines of HTML code. Social Plugins enable developers to provide engaging and personalized social experiences to their
users.

•

Payments. Facebook provides an online payments infrastructure that enables developers to receive payments from users through an efficient
and secure system. Our Payments infrastructure enables users on personal computers to purchase virtual or digital goods from developers
and third-party websites by using debit and credit cards, PayPal, mobile phone payments, gift cards or other methods. Currently,
substantially all of our Payments revenue is from users' purchases of virtual goods used in social games. We receive a fee of up to 30%
when users make such purchases from our Platform developers using our Payments infrastructure . Mobile applications integrated with our
Platform do not utilize our Payments infrastructure.

How We Create Value for Marketers
We focus on providing value for all kinds of marketers, including brand marketers, direct marketers, small and medium-sized businesses, and
developers by offering a unique combination of reach, relevance, social context, and engagement:
•

Reach. With over one billion MAUs, Facebook offers marketers the ability to reach a vast consumer audience.

•

Relevance . Marketers can target users on Facebook based on demographic factors such as age, location, gender, education, work history,
and specific interests that users have chosen to share with us on Facebook. In addition, marketers may choose to match their own data or
third-party data with ours, so they can find their customers - or those who look like them - directly on Facebook. We believe that users have
a better experience when ads are effectively tailored and, therefore, more relevant to them.

•

Social Context . We believe that the recommendations of friends have a powerful influence on consumer interest and purchase decisions.
We offer marketers the ability to include "social context" with their marketing messages. Social context is information that highlights a
friend's connections with a particular brand or business.

•

Engagement. We believe that the shift to a more social web creates new opportunities for businesses to engage with interested customers.
Many of our ad products offer new and innovative ways for our marketers to interact with our users, such as ads that encourage comments,
include polls, invite people to an event or help users discover and install mobile applications.
Any brand or business can have a presence on Facebook by creating a Facebook Page. Through Pages, we give brands the opportunity to
form direct and ongoing relationships with their existing and prospective customers, with the potential to turn them into valuable advocates.
When a Facebook user "Likes" a Page, the Page owner has the opportunity to publish stories to the person's News Feed on an ongoing basis.
We believe that this ongoing connection provides businesses with a significant advantage as compared to advertising on traditional
websites. In addition, businesses can use Pages to drive awareness, traffic to their e-commerce websites or physical stores, sales, and
ultimately customer loyalty. We do not charge businesses for their Pages, nor do we charge for the resulting organic distribution of their
content. However, Page owners can use Facebook ads to reach a larger audience or utilize our Promoted Posts feature, which enables
businesses to pay a fixed fee to boost the distribution of posts that they care about to people who have "Liked" the Page, to gain more
prominent distribution.

Facebook offers products and tools that enable marketers to leverage our unique combination of reach, relevance, social context, and engagement.
•

Facebook Ads. Our ads, including sponsored stories, offer businesses the opportunity to direct a user to specific content, a destination web
page or a Facebook Page if the user clicks on the ad. Our ads provide our users with a consistent ad experience and enable marketers to
deploy and adjust campaigns rapidly.
Currently, ads can appear in multiple locations including in the right-hand side of most page types on personal computers, and in the News
Feed on personal computers and mobile devices. Ads with social context allow marketers to highlight the interactions of a user's friends
with a brand or product, such as Liking or Commenting on the marketer's Facebook Page. Ads with social context respect users' privacy
settings and may be shown only to the people users have already shared their activity with on Facebook.

•

Facebook Ad System. When marketers create an ad campaign on Facebook, they specify the types of users they want to reach based on
information that users chose to share. In addition, marketers can use other products such as FBX and
7

Custom Audiences to more precisely target their desired audience. Marketers indicate the maximum price they are willing to pay for their
ad, per click (CPC) or per thousand impressions (CPM), and their maximum budget. Our system also supports guaranteed delivery of a fixed
number of ad impressions for a fixed price. Facebook's ad serving technology dynamically determines the best available ad to show each
person based on the combination of the person's unique attributes and the real-time comparison of bids from eligible ads.
•

Ad Analytics and Facebook Insights. Marketers can use our analytics platform to track and optimize the performance of their campaigns.
Facebook Ad Analytics enable marketers to gain insights into which ads were displayed and clicked on. These analytics help marketers
make modifications to their ad campaigns to maximize results.
For marketers with Facebook Pages, Facebook Insights provides timely information about the performance of their Page and related posts.
The data include the number of users who Liked and Commented on the Page and a metric, "People Talking About This," which shows how
many stories about the marketer's brand are being created and shared, among other aggregated and anonymized engagement data.

Our Strategy
We are in the early stages of pursuing our mission to make the world more open and connected. We believe we have a significant opportunity to
further enhance the value we deliver to users, developers, and marketers. Key elements of our strategy are:
•

Expand Our Global User Community. There are more than 1.5 billion internet users on personal computers, and more than three billion
mobile users worldwide according to GSMA Wireless Intelligence, and we aspire to someday connect all of these people. As of
December 31, 2012, we had 1.06 billion MAUs globally with approximately 84% accessing Facebook from outside the United States. We
continue to focus on increasing the number of people using Facebook across all geographies, including relatively less-penetrated, large
markets such as Brazil, India, Mexico and Japan. We intend to increase the size of our network by continuing our marketing and user
acquisition efforts and enhancing our products, including mobile apps, in order to make Facebook more accessible, useful and engaging.

•

Build Great Social Products to Increase Engagement and Provide the Most Compelling User Experience. We prioritize product
development investments that we believe will create engaging interactions between our users, developers, and marketers. We continue to
invest significantly in improving our core products such as News Feed, Timeline, and Photos, developing new products, and enabling new
Platform apps and website integrations. To provide the most compelling user experience, we continue to develop products and technologies
focused on optimizing our social distribution channels to deliver the most useful content to each user by analyzing and organizing vast
amounts of information in real time.

•

Make our Mobile Products Engaging and Easily Available. We are devoting substantial resources to developing mobile products and
experiences for a wide range of platforms, including smartphones and feature phones. In addition, we are working across the mobile
industry with operators, hardware manufacturers, operating system providers, and developers to improve the Facebook experience on
mobile devices and make Facebook available to more people around the world. We had 680 million MAUs who used Facebook mobile
products in December 2012. In August 2012, we acquired Instagram, Inc., which has built a mobile phone-based photo-sharing service that
enables people to increase their levels of mobile engagement and sharing. We believe that mobile usage of Facebook is critical to user
growth and engagement over the long term, and accordingly are prioritizing mobile product development.

•

Enable Developers to Build Great Social Products Using the Facebook Platform . The success of Platform developers and the vibrancy of
our Platform ecosystem are part of our strategy to increase user engagement. Social games have achieved significant levels of adoption by
people using Facebook, and we are also focused on working with leading app developers in categories such as news, movies, books, fitness
and music. Engagement with our Platform developers' apps and websites can create value for Facebook in multiple ways: our Platform
supports our advertising business because apps on Facebook create engagement that enables us to show ads; our Platform developers may
purchase advertising on Facebook to drive traffic to their apps and websites; Platform developers use our Payment infrastructure to facilitate
transactions with users on personal computers; Platform apps share content with Facebook that makes our products more engaging; and
engagement with Platform apps and websites contributes to our understanding of people's interests and preferences, improving our ability to
personalize content. We continue to invest in tools and APIs that enhance the ability of Platform developers to deliver products that are
more social and personalized and better engage people on Facebook, on mobile devices and across the web.

•

Improve Ad Products for Marketers and Users. We are investing to improve our ad products in order to attract more marketers to work
with Facebook, to create more value for our marketers, and to enhance their ability to make their advertising more relevant for users. Our
advertising strategy centers on the belief that ad products that are social, relevant, and well-integrated with other content on Facebook can
enhance the user experience while providing an attractive return
8

for marketers. We intend to invest in additional products for our marketers, such as ads in News Feeds on personal computers and mobile
devices, while continuing to balance our monetization objectives with our commitment to optimizing the user experience. We will continue
to work to develop new tools such as Custom Audiences that help marketers to target their ads most effectively and thereby increases their
return on ad spend. We also continue to focus on analytics and measurement tools to evaluate, demonstrate, and improve the effectiveness
of ad campaigns on Facebook.
•

Build a Scalable Infrastructure to Provide the Most Compelling, Robust, and Reliable Product Experience. We are investing in software
and hardware infrastructure that enables us to provide a unique, personalized experience to each of our users around the world. We believe
the speed and reliability of our products are important competitive advantages.

Building and Maintaining User Trust
Trust is a cornerstone of our business. We dedicate significant resources to the goal of building user trust through developing and implementing
programs designed to protect user privacy, promote a safe environment, and assure the security of user data. The resources we dedicate to this goal
include engineers, analysts, lawyers, policy experts, and operations specialists, as well as hardware and software from leading vendors and solutions we
have designed and built.
•

Privacy and Sharing. People come to Facebook to connect and share. Protecting user privacy is an important part of our product
development process. Our objective is to give users choice over what they share and with whom they share it. This effort is fundamental to
our business and focuses on control, transparency, and accountability.
-

-

Transparency. Our Data Use Policy describes in plain language our data use practices and how privacy works on Facebook. We also
offer a number of tools and features that provide users with transparency about their information on Facebook. Our application
settings feature enables users to view each of the apps they have chosen to use, the information needed by each app, and the
audience with whom the user has chosen to share his or her interactions with each app. We believe that this transparency enables
people to make more informed decisions about their activities on Facebook.

-

•

Control. We believe that by providing our users with clear and easy-to-use controls, we will continue to promote trust in our
products. For example, when a user posts a status update or uploads a photo to Facebook, our in-line controls allow the user to select
his or her audience at the same time that he or she is publishing the post. In addition, we provide other data management tools.
"Activity Log" is a unified tool that people can use to review and manage the content they have posted and the actions they have
taken on Facebook. When using the Activity Log, a user can view his or her activity with a particular app, delete a specific post,
change who can see a photo, or remove an app completely. Additionally, our "Download Your Information" tool enables users to
remove or store their personal information off of Facebook.

Accountability. We continue to build new procedural safeguards as part of our comprehensive privacy program. These include a
dedicated team of privacy professionals who are involved in new product and feature development from design through launch;
ongoing review and monitoring of the way data is handled by existing features and apps; and rigorous data security practices. We
regularly work with online privacy and safety experts and regulators around the world. In August 2012, the Federal Trade
Commission formally approved a 20-year agreement to enhance our privacy program. We made a clear and formal long-term
commitment to giving users tools to control how they share on Facebook. We also have undergone two audits by the Office of the
Irish Data Protection Commissioner. The audits comprehensively reviewed our compliance with Irish data protection law, which is
grounded in European data protection principles. As part of the audit process, we agreed to enhance various data protection and
privacy practices to ensure compliance with the law and adherence to industry best practices.

Safety. We design our products to include safety tools. These tools are coupled with educational resources and partnerships with online
safety experts to offer protections for all users, particularly teenagers. We take into account the unique needs of teenagers who use our
service and employ age-appropriate settings that restrict their visibility, limit the audience with whom they can share, and help prevent
unwanted contact from strangers.
Our abuse reporting infrastructure allows anyone on Facebook to report inappropriate, offensive, or dangerous content through "report" links
found throughout our site. We have enhanced this reporting system to include "Social Reporting," which gives users the option to report
content to us, to report content to a trusted friend, or to block the person who posted the content with one easy-to-use tool. Our Safety
Advisory Board, comprised of five leading online safety organizations from around the world, advises us on product design and helps us to
create comprehensive safety resources for everyone who uses our service. These resources are located in our multimedia Family Safety
Center on our website, which also offers special information for parents, educators, teenagers, and members of the law enforcement
community. Additionally, we work with law enforcement to help promote the safety of our users as required by law.
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Security. We invest in technology, processes, and people as part of our commitment to safeguarding our users' information. We use a
variety of techniques to protect the data that we are entrusted with, and we rely on multiple layers of network segregation using firewalls to
protect against attacks or unauthorized access. We also employ proprietary technologies to protect our users. For example, if we suspect that
a user's account may have been compromised, we may use a process that we refer to as "social authentication" to validate that the person
accessing the account is the actual account holder. The process of social authentication may include asking the person accessing the account
to identify photos of the account holder's friends. Our security team actively scans for security vulnerabilities using commercial tools,
penetration tests, code security reviews, and internal and external audits. We also have a network of geographically distributed single-tenant
data centers, and we take measures to protect the information stored in these data centers.

•

Competition
Our business is characterized by innovation, rapid change, and disruptive technologies. We face significant competition in every aspect of our
business, including from companies that provide tools to facilitate the sharing of information, that enable marketers to display personalized advertising
and that provide development platforms for application- developers. We compete with the following:
•

Companies that offer full-featured products that replicate the range of communications and related capabilities we provide. These offerings
include, for example, Google+, which Google has integrated with certain of its products, including search and Android, as well as other,
largely regional, social networks that have strong positions in particular countries, such as Mixi in Japan and vKontakte and Odnoklassniki
in Russia.

•

Companies that develop applications, particularly mobile applications, that replicate discrete capabilities we provide, such as photo-sharing,
messaging, and micro-blogging.

•

Companies that provide web- and mobile-based information and entertainment products and services that are designed to engage users.

•

Companies that offer platforms for game developers to reach broad audiences with free-to-play games including Apple's iOS and Google's
Android mobile platforms.

•

Traditional and online businesses that provide media for marketers to reach their audiences and/or develop tools and systems for managing
and optimizing advertising campaigns.

We compete to attract, engage, and retain users, to attract and retain marketers, to attract and retain developers to build compelling apps and
websites that integrate with Facebook, and to attract and retain highly talented individuals, especially software engineers, designers, and product
managers.
As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become
subject to additional competition.
Technology
We have assembled a team of highly skilled engineers and computer scientists whose expertise spans a broad range of technical areas. We make
significant investments in product and feature development, data management and personalization technologies, large-scale systems and scalable
infrastructure, mobile technologies, and advertising technologies, including:
•

Product and Feature Development. We aim to improve our existing products continuously and to develop new products for our users,
developers, and marketers. Our product development philosophy is centered on continuous innovation in creating products that are social by
design, which means that our products are designed to place people and their social interactions at the core of the product experience.

•

Data Management and Personalization Technologies. To provide each user with a personalized Facebook experience, we must process
and analyze a vast and growing amount of content shared by our users, developers, and marketers and surface the most relevant content in
real time. As such, we invest extensively in developing technologies and analytics in areas including content optimization and delivery,
graph query, media storage and serving, large-scale data management, and software performance.

•

Large-Scale Systems and Scalable Infrastructure. Our products are built on a shared computing infrastructure. We use a combination of
off-the-shelf and custom software running on clusters of commodity computers to amass substantial computing capability. Our
infrastructure has enabled the storage and processing of large datasets and facilitated the deployment of our products on a global scale. As
our user base grows, and the level of engagement and sharing from our
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users continues to increase, our computing needs continue to expand. We aim to provide our products rapidly and reliably to all users around
the world, including in countries where we do not expect significant short-term monetization. As the number of international users increases
we are investing in extending our infrastructure to be closer to our users wherever they are in the world. We are currently building our first
major custom international datacenter presence in Lulea, Sweden, which is expected to be operational in the first half of 2013.
•

Mobile Technologies. In order to providing a high-quality experience on a wide variety of mobile devices and operating systems, we invest
in developing novel techniques and technologies including: custom graphics rendering, operating system customizations, development tools,
systems for customizing the user experience based on a variety of factors, and systems for monitoring the behavior of the applications in the
field.

•

Advertising Technologies. We invest extensively in advertising technology capable of serving billions of ad impressions every day while
maximizing the relevance of each impression to selected users based upon the information that users have chosen to share. Our system
manages our entire set of ads, the selected audiences, and the marketers' bids to determine which ads to show each person and how to
display them for every page on Facebook. We use an advanced click prediction system that weighs many real-time updated features using
automated learning techniques. Our technology incorporates the estimated click-through rate with both the marketer's bid and a user
relevancy signal to select the optimal ads to show.

Our research and development expenses were $1.4 billion , $388 million and $144 million in 2012, 2011, and 2010, respectively. For information
about our research and development expenses, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations - Research and development" of this Annual Report on Form 10-K.
Sales and Operations
The majority of our marketers use our self-service ad platform to establish accounts and to launch and manage their advertising campaigns. We
work directly with advertisers, through traditional advertising agencies and with an ecosystem of agencies that have a specialized focus on Facebook
advertising. We also have a global sales force that is focused on attracting and retaining marketers and providing support to them throughout the stages
of the advertising campaign cycle from pre-purchase decision making to real-time optimizations to post-campaign analytics. We currently operate more
than 30 sales offices around the globe.
We have operations teams to provide support for our users, developers, and marketers in five regional centers located in Menlo Park, California;
Austin, Texas; Dublin, Ireland; Hyderabad, India; and Singapore. We also invest in and rely on self-service tools to provide direct customer support to
our users, developers, and marketers.
Marketing
To date, the Facebook user community has grown virally with users inviting their friends to connect with them, supported by internal efforts to
stimulate user awareness and interest. In addition we have invested and will continue to invest in marketing our services to build our brand and user base
around the world. We leverage the utility of our products and our social distribution channels as our most effective marketing tools. In addition, we
undertake various user acquisition efforts and regularly host events and conferences to engage with developers and marketers.
Intellectual Property
To establish and protect our proprietary rights, we rely on a combination of patents, patent applications, trademarks, copyrights, trade secrets,
including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention
assignment agreements, and other contractual rights. In addition, to further protect our proprietary rights, from time to time we have purchased patents
and patent applications from third parties. We do not believe that our proprietary technology is dependent on any single patent or copyright or groups of
related patents or copyrights. We believe the duration of our patents is adequate relative to the expected lives of our products.
Government Regulation
We are subject to a number of U.S. federal and state, and foreign laws and regulations that affect companies conducting business on the Internet,
many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user
privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition,
protection of minors, consumer protection, taxation and online payment services. In particular, we are subject to federal, state, and foreign laws
regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the
United States. U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the
application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly-evolving industry in which we
operate. There
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are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies, and foreign governments concerning data
protection which could affect us. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by
legislative bodies that may include more stringent operational requirements for data processors and significant penalties for non-compliance.
In August 2012, the FTC approved a settlement agreement with us to resolve an investigation into various practices, that, among other things,
requires us to establish and refine certain practices with respect to treatment of user data and privacy settings and also requires we complete bi-annual
independent privacy assessments. Violation of existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and
other penalties that could negatively affect our financial condition and results of operations.
Various laws and regulations in the United States and abroad, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act, and
the Credit CARD Act, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products
and services. Under these laws and regulations, financial institutions are broadly defined to include money services businesses such as money
transmitters, check cashers, and sellers or issuers of stored value. Requirements imposed on financial institutions under these laws include customer
identification and verification programs, record retention policies and procedures, and transaction reporting. To increase flexibility in how our use of
Payments may evolve and to mitigate regulatory uncertainty, we have applied through subsidiaries for certain money transmitter licenses in the United
States and similar licenses in certain foreign countries, which will generally require us to show compliance with many domestic and foreign laws
relating to money transmission, gift cards and other prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist
financing, gambling, banking and lending, and import and export restrictions.
Employees
As of December 31, 2012, we had 4,619 employees.
Corporate Information
We were incorporated in Delaware in July 2004. We completed our initial public offering in May 2012 and our Class A common stock is listed
on The Nasdaq Global Select Market under the symbol "FB." Our principal executive offices are located at 1601 Willow Road, Menlo Park, California
94025, and our telephone number is [phone].
Facebook, the Facebook logo, FB, the Like Button, Instagram and our other registered or common law trademarks, service marks, or trade names
appearing in this Annual Report on Form 10-K are the property of Facebook, Inc. or its affiliates. Other trademarks, service marks, or trade names
appearing in this Annual Report on Form 10-K are the property of their respective owners.
Information about Segment and Geographic Revenue
Information about segment and geographic revenue is set forth in Notes 1 and 14 of our Notes to Consolidated Financial Statements included in
Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Available Information
Our website address is www.facebook.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are filed with
the U.S. Securities and Exchange Commission (SEC). We are subject to the informational requirements of the Exchange Act and file or furnish reports,
proxy statements, and other information with the SEC. Such reports and other information filed by the Company with the SEC are available free of
charge on our website at investor.fb.com when such reports are available on the SEC's website. We use our investor.fb.com website as a means of
disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should
monitor such portions of investor.fb.com , in addition to following press releases, SEC filings and public conference calls and webcasts.
The public may read and copy any materials filed by Facebook with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room
1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the SEC at www.sec.gov.
The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are
intended to be inactive textual references only.

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Item 1A. Risk Factors
Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should consider carefully the risks
and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial
statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are
unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following
risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that
event, the trading price of our Class A common stock could decline, and you could lose part or all of your investment.
Risks Related to Our Business and Industry
If we fail to retain existing users or add new users, or if our users decrease their level of engagement with Facebook, our revenue, financial results,
and business may be significantly harmed.
The size of our user base and our users' level of engagement are critical to our success. We had 1.06 billion monthly active users (MAUs) as of
December 31, 2012 . Our financial performance has been and will continue to be significantly determined by our success in adding, retaining, and
engaging active users. We anticipate that our active user growth rate will decline over time as the size of our active user base increases, and as we
achieve higher market penetration rates. To the extent our active user growth rate slows, our business performance will become increasingly dependent
on our ability to increase levels of user engagement and monetization. If people do not perceive our products to be useful, reliable, and trustworthy, we
may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other social
networking companies that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases
precipitously. There is no guarantee that we will not experience a similar erosion of our active user base or engagement levels. Our user engagement
patterns have changed over time and can be difficult to measure, particularly as users engage increasingly via mobile devices and as we introduce new
and different services. Any decrease in user retention, growth, or engagement could render Facebook less attractive to developers and marketers, which
may have a material and adverse impact on our revenue, business, financial condition, and results of operations. Any number of factors could potentially
negatively affect user retention, growth, and engagement, including if:
•

users increasingly engage with other products or activities;

•

we fail to introduce new and improved products or if we introduce new products or services that are not favorably received;

•

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

•

we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating
systems and networks, and that achieve a high level of market acceptance;

•

there are changes in user sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety,
security, or other factors;

•

we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful, and relevant to
them;

•

users adopt new technologies where Facebook may not be featured or otherwise available;

•

there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or
consent decrees;

•

technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience,
such as any failure to prevent spam or similar content;

•

we adopt policies or procedures related to areas such as sharing or user data that are perceived negatively by our users or the general
public;

•

we fail to provide adequate customer service to users, developers, or marketers;

•

we, our Platform developers, or other companies in our industry are the subject of adverse media reports or other negative publicity; or

•

our current or future products, such as the Facebook Platform, reduce user activity on Facebook by making it easier for
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our users to interact and share on third-party websites.
If we are unable to maintain and increase our user base and user engagement, our revenue and financial results may be adversely affected.
We generate a substantial majority of our revenue from advertising. The loss of marketers, or reduction in spending by marketers with Facebook,
could seriously harm our business.
The substantial majority of our revenue is currently generated from third parties advertising on Facebook. For 2012, 2011, and 2010, advertising
accounted for 84% , 85% and 95% , respectively, of our revenue. As is common in the industry, our marketers do not have long-term advertising
commitments with us. Many of our marketers spend only a relatively small portion of their overall advertising budget with us. In addition, marketers
may view some of our products as experimental and unproven. Marketers will not continue to do business with us, or they will reduce the prices they are
willing to pay to advertise with us, if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us
will generate a competitive return relative to other alternatives. Our advertising revenue could be adversely affected by a number of other factors,
including:
•

decreases in user engagement, including time spent on Facebook;

•

increased user access to and engagement with Facebook through our mobile products or other new devices in the future, where our ability
to monetize is less proven than it is from use on personal computers;

•

product changes or inventory management decisions we may make that reduce the size, frequency, or relative prominence of ads displayed
on Facebook;

•

our inability to increase advertiser demand, which affects pricing;

•

our inability to increase the quality of ads shown to users, particularly on mobile devices;

•

the accuracy of our analytics and measurement solutions that demonstrate the value of our ads, or our ability to further improve such tools;

•

decisions by marketers to use our free products, such as Facebook Pages, instead of advertising on Facebook;

•

loss of advertising market share to our competitors, including if such competitors offer more integrated products;

•

adverse legal developments relating to advertising, including legislative and regulatory developments and developments in litigation;

•

adverse media reports or other negative publicity involving us, our Platform developers, or other companies in our industry;

•

our inability to create new products that sustain or increase the value of our ads;

•

the degree to which users opt out of social ads;

•

the degree to which users cease or reduce the number of times they click on our ads;

•

changes in the way online advertising is priced;

•

the impact of new technologies that could block or obscure the display of our ads; and

•

the impact of macroeconomic conditions and conditions in the advertising industry in general.

The occurrence of any of these or other factors could result in a reduction in demand for our ads, which may reduce the prices we receive for our
ads, or cause marketers to stop advertising with us altogether, either of which would negatively affect our revenue and financial results.
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Growth in the use of Facebook through our mobile products as a substitute for use on personal computers may negatively affect our revenue and
financial results.
We had 680 million mobile MAUs in December 2012. While most of our mobile users also access Facebook through personal computers, we
anticipate that the rate of growth in mobile usage will exceed the growth in usage through personal computers for the foreseeable future and that the
usage through personal computers may decline or continue to decline in certain markets, in part due to our focus on developing mobile products to
encourage mobile usage of Facebook. For example, during the fourth quarter of 2012, the number of daily active users (DAUs) using personal
computers declined modestly compared to the third quarter of 2012, including declines in key markets such as the United States, while mobile DAUs
continued to increase. While we began showing ads in users' mobile News Feeds in early 2012, we have generated only a small portion of our revenue
from the use of Facebook mobile products to date. In addition, we do not currently offer our Payments infrastructure to applications on mobile devices.
If users increasingly access Facebook mobile products as a substitute for access through personal computers, and if we are unable to continue to grow
mobile revenues, or if we incur excessive expenses in this effort, our financial performance and ability to grow revenue would be negatively affected.
Facebook user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards
that we do not control.
There is no guarantee that popular mobile devices will continue to feature Facebook, or that mobile device users will continue to use Facebook
rather than competing products. We are dependent on the interoperability of Facebook with popular mobile operating systems that we do not control,
such as Android and iOS, and any changes in such systems that degrade our products' functionality or give preferential treatment to competitive products
could adversely affect Facebook usage on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that our products
work well with a range of mobile technologies, systems, networks, and standards that we do not control. We may not be successful in developing
relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks,
or standards. In the event that it is more difficult for our users to access and use Facebook on their mobile devices, or if our users choose not to access or
use Facebook on their mobile devices or use mobile products that do not offer access to Facebook, our user growth and user engagement could be
harmed.
Our business is highly competitive. Competition presents an ongoing threat to the success of our business.
We face significant competition in every aspect of our business, including from companies that provide tools to facilitate the sharing of
information, companies that enable marketers to display personalized advertising and companies that provide development platforms for applications
developers. We compete with companies that offer full-featured products that replicate the range of communications and related capabilities we provide.
These offerings include, for example, Google+, which Google has integrated with certain of its products, including search and Android, as well as other,
largely regional, social networks that have strong positions in particular countries, such as Mixi in Japan and vKontakte and Odnoklassniki in Russia.
We also complete with companies that develop applications, particularly mobile applications, that replicate discrete capabilities we provide, such as
photo-sharing, messaging, and micro-blogging, and companies that provide web- and mobile-based information and entertainment products and services
that are designed to engage users and capture time spent online and on mobile devices. In addition, we face competition from traditional and online
businesses that provide media for marketers to reach their audiences and/or develop tools and systems for managing and optimizing advertising
campaigns.
Some of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments,
geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging
technologies and changes in market conditions. We believe that some of our users, particularly our younger users, are aware of and actively engaging
with other products and services similar to, or as a substitute for, Facebook. For example, we believe that some of our users have reduced their
engagement with Facebook in favor of increased engagement with other products and services such as Instagram. In the event that our users increasingly
engage with other products and services, we may experience a decline in user engagement and our business could be harmed.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater acceptance, may undertake more farreaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. In addition, Platform
partners may use information shared by our users through the Facebook Platform in order to develop products or features that compete with us. Certain
competitors, including Google, could use strong or dominant positions in one or more markets to gain competitive advantage against us in areas where
we operate including: by integrating competing social networking platforms or features into products they control such as search engines, web browsers,
or mobile device operating systems; by making acquisitions; or by making access to Facebook more difficult. As a result, our competitors may acquire
and engage users at the expense of the growth or engagement of our user base, which may negatively affect our business and financial results.

15

We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:
•

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

•

the size and composition of our user base;

•

the engagement of our users with our products;

•

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

•

our ability to monetize our products, including our ability to successfully monetize mobile usage;

•

the frequency, size, and relative prominence of the ads displayed by us or our competitors;

•

customer service and support efforts;

•

marketing and selling efforts;

•

our ability to establish and maintain developers' interest in building on the Facebook Platform;

•

changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of which may have a
disproportionate effect on us;

•

acquisitions or consolidation within our industry, which may result in more formidable competitors;

•

our ability to attract, retain, and motivate talented employees, particularly software engineers;

•

our ability to cost-effectively manage and grow our operations; and

•

our reputation and brand strength relative to our competitors.

If we are not able to compete effectively, our user base and level of user engagement may decrease, which could make us less attractive to
developers and marketers and materially and adversely affect our revenue and results of operations.
We may not be successful in our efforts to grow usage of and engagement with the Facebook Platform.
We have made and are continuing to make investments to enable developers to build applications (apps) and websites that integrate with the
Facebook Platform. Existing and prospective Platform developers may not be successful in building apps or websites that create and maintain user
engagement. Additionally, developers may choose to build on other platforms, including mobile platforms controlled by third parties, rather than
building on the Facebook Platform. We are continuously seeking to balance the distribution objectives of our Platform developers with our desire to
provide an optimal user experience, and we may not be successful in achieving a balance that continues to attract and retain Platform developers. From
time to time, we have taken actions to reduce the volume of communications from Platform developers to users on Facebook with the objective of
enhancing the user experience, and such actions have reduced distribution from, user engagement with, and our monetization opportunities from,
Facebook-integrated apps and websites. In some instances, these actions have adversely affected our relationships with Platform developers. If we are
not successful in our efforts to grow our Platform or if we are unable to build and maintain good relations with Platform developers, our user growth and
user engagement and our financial results may be adversely affected.
We may not be successful in our efforts to further monetize the Facebook Platform.
We currently monetize the Facebook Platform in several ways, including ads on pages generated by apps on Facebook, direct advertising on
Facebook purchased by Platform developers to drive traffic to their apps and websites, and fees from our Platform developers' use of our Payments
infrastructure to sell virtual and digital goods to users accessing Facebook via personal computers. Apps built by developers of social games are
currently responsible for substantially all of our revenue derived from Payments. While we have expanded the number of developers using our Payments
infrastructure, our overall Payments revenue may decrease or stay flat in future periods. In addition, a relatively small percentage of our users have
transacted with Facebook Payments. For example, for the fiscal year ended December 31, 2012 , approximately 27 million users purchased virtual goods
using Facebook Payments. If the Platform apps that currently generate revenue fail to grow or maintain their users and engagement, if Platform
developers do not continue to introduce new apps that attract users and create engagement, if Platform developers reduce their advertising on Facebook,
if we fail to maintain good relationships with Platform developers or attract new developers, or if Platform apps outside of social games do not gain
popularity and generate significant revenue for us, our financial performance and ability to grow revenue could be adversely affected.
16

Additionally, we are actively supporting Platform developers' efforts to develop their own mobile apps and websites that integrate with Facebook.
Unlike apps that run within the Facebook website which enable us to show ads and offer Payments, we generally do not directly monetize from Platform
developers' integrating their own mobile apps and websites with Facebook. Therefore, our Platform developers' efforts to prioritize Facebook
integrations with their own mobile apps or websites may reduce or slow the growth of our user activity that generates advertising and Payments
opportunities, which could negatively affect our revenue. Although we believe that there are significant long-term benefits to Facebook resulting from
increased engagement on Facebook-integrated websites and mobile apps, these benefits may not offset the possible loss of revenue, in which case our
business could be harmed.
Action by governments to restrict access to Facebook in their countries could substantially harm our business and financial results.
It is possible that governments of one or more countries may seek to censor content available on Facebook in their country, restrict access to
Facebook from their country entirely, or impose other restrictions that may affect the accessibility of Facebook in their country for an extended period of
time or indefinitely. For example, access to Facebook has been or is currently restricted in whole or in part in China, Iran, North Korea, and Syria. In
addition, governments in other countries may seek to restrict access to Facebook if they consider us to be in violation of their laws. In the event that
access to Facebook is restricted, in whole or in part, in one or more countries or our competitors are able to successfully penetrate geographic markets
that we cannot access, our ability to retain or increase our user base and user engagement may be adversely affected, we may not be able to maintain or
grow our revenue as anticipated, and our financial results could be adversely affected.
Our new products and changes to existing products could fail to attract or retain users or generate revenue.
Our ability to retain, increase, and engage our user base and to increase our revenue will depend heavily on our ability to create successful new
products, both independently and in conjunction with Platform developers or other third parties. We may introduce significant changes to our existing
products or develop and introduce new and unproven products, including using technologies with which we have little or no prior development or
operating experience. If new or enhanced products fail to engage users, developers, or marketers, we may fail to attract or retain users or to generate
sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected. In the future, we may invest
in new products and initiatives to generate revenue, but there is no guarantee these approaches will be successful. For example, in 2012, we launched our
Gifts product that enables users to send physical or digital gifts to friends. We may not be successful in generating meaningful revenue from this
product. If we are not successful with new approaches to monetization, we may not be able to maintain or grow our revenue as anticipated or recover
any associated development costs, and our financial results could be adversely affected.
Our culture emphasizes rapid innovation and prioritizes user engagement over short-term financial results.
We have a culture that encourages employees to quickly develop and launch new and innovative products. As our business grows and becomes
more complex, our cultural emphasis on moving quickly may result in unintended outcomes or decisions that are poorly received by users, developers,
or marketers. Our culture also prioritizes user engagement over short-term financial results, and we frequently make product decisions that may reduce
our short-term revenue or profitability if we believe that the decisions are consistent with our mission and benefit the aggregate user experience and will
thereby improve our financial performance over the long term. These decisions may not produce the long-term benefits that we expect, in which case
our user growth and engagement, our relationships with developers and marketers, and our business and results of operations could be harmed.
If we are not able to maintain and enhance our brand, or if events occur that damage our reputation and brand, our ability to expand our base of
users, developers, and marketers may be impaired, and our business and financial results may be harmed.
We believe that the Facebook brand has significantly contributed to the success of our business. We also believe that maintaining and enhancing
our brand is critical to expanding our base of users, developers, and marketers. Many of our new users are referred by existing users. Maintaining and
enhancing our brand will depend largely on our ability to continue to provide useful, reliable, trustworthy, and innovative products, which we may not
do successfully. We may introduce new products or terms of service that users do not like, which may negatively affect our brand. Additionally, the
actions of our Platform developers may affect our brand if users do not have a positive experience using third-party apps and websites integrated with
Facebook. We have in the past experienced, and we expect that in the future we will continue to experience, media, legislative, or regulatory scrutiny of
our decisions regarding user privacy or other issues, which may adversely affect our reputation and brand. We also may fail to provide adequate
customer service, which could erode confidence in our brand. Our brand may also be negatively affected by the actions of users that are deemed to be
hostile or inappropriate to other users, or by users acting under false or inauthentic identities. Maintaining and enhancing our brand may require us to
make substantial investments and these investments may not be successful. If we fail to successfully promote and maintain the Facebook brand or if we
incur excessive expenses in this effort, our business and financial results may be adversely affected.
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Improper access to or disclosure of our users' information, or violation of our terms of service or policies, could harm our reputation and adversely
affect our business.
Our efforts to protect the information that our users have chosen to share using Facebook may be unsuccessful due to the actions of third parties,
software bugs or other technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently
induce employees or users to disclose information in order to gain access to our data or our users' data. If any of these events occur, our users'
information could be accessed or disclosed improperly. Our Data Use Policy governs the use of information that users have chosen to share using
Facebook and how that information may be used by us and third parties. Some Platform developers may store information provided by our users through
apps on the Facebook Platform or websites integrated with Facebook. If these third parties or Platform developers fail to adopt or adhere to adequate
data security practices or fail to comply with our terms and policies, or in the event of a breach of their networks, our users' data may be improperly
accessed or disclosed.
Any incidents involving unauthorized access to or improper use of the information of our users or incidents involving violation of our terms of
service or policies, including our Data Use Policy, could damage our reputation and our brand and diminish our competitive position. In addition, the
affected users or government authorities could initiate legal or regulatory action against us in connection with such incidents, which could cause us to
incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Any of these events could have a
material and adverse effect on our business, reputation, or financial results.
Unfavorable media coverage could negatively affect our business.
We receive a high degree of media coverage around the world. Unfavorable publicity regarding, for example, our privacy practices, product
changes, product quality, litigation or regulatory activity, or the actions of our Platform developers or our users, could adversely affect our reputation.
Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our user base and result in decreased revenue, which
could adversely affect our business and financial results.
Our financial results will fluctuate from quarter to quarter and are difficult to predict.
Our quarterly financial results have fluctuated in the past and will fluctuate in the future. Additionally, we have a limited operating history with the
current scale of our business, which makes it difficult to forecast our future results. As a result, you should not rely upon our past quarterly financial
results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly
evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are
outside of our control, including:
•

our ability to maintain and grow our user base and user engagement;

•

our ability to attract and retain marketers in a particular period;

•

fluctuations in spending by our marketers due to seasonality, such as historically strong spending in the fourth quarter of each year, or
other factors;

•

the number of ads shown to users;

•

the pricing of our ads and other products;

•

the rate of growth in mobile usage compared to usage through personal computers, and our ability to monetize through our mobile
products;

•

our ability to maintain or increase Payments and other fees revenue;

•

the diversification and growth of revenue sources beyond advertising and Payments;

•

the development and introduction of new products or services by us or our competitors;

•

increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain
competitive;

•

our ability to maintain gross margins and operating margins;

•

costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization
costs;

•

our ability to obtain equipment and components for our data centers and other technical infrastructure in a timely and
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cost-effective manner;
•

system failures which could prevent us from serving ads for any period of time, or breaches of security or privacy, and the costs associated
with remediating any such failures or breaches;

•

inaccessibility of Facebook due to third-party actions;

•

share-based compensation expense;

•

adverse litigation judgments, settlements, or other litigation-related costs;

•

changes in the legislative or regulatory environment, including with respect to privacy, or enforcement by government regulators, including
fines, orders, or consent decrees;

•

the overall tax rate for our business, which may be affected by the financial results of our international subsidiaries;

•

fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

•

fluctuations in the market values of our portfolio investments and in interest rates;

•

changes in U.S. generally accepted accounting principles; and

•

changes in global business or macroeconomic conditions.

We expect our rates of growth will decline in the future.
We believe that our rates of user and revenue growth will decline over time. For example, our revenue grew 37% from 2011 to 2012, 88% from
2010 to 2011 and 154% from 2009 year to 2010. Historically, our user growth has been a primary driver of growth in our revenue. While our periodic
rates of growth may be flat or increase from time to time, we expect that our user growth and revenue growth rates will decline over time as the size of
our active user base increases and as we achieve higher market penetration rates. As our growth rates decline, investors' perceptions of our business may
be adversely affected and the trading price of our Class A common stock could decline.
Our costs are continuing to grow, which could harm our business and profitability.
Providing our products to our users is costly and we expect our expenses to continue to increase in the future as we broaden our user base, as users
increase the number of connections and amount of data they share with us, as we develop and implement new product features that require more
computing infrastructure. Historically, our costs have increased each year due to these factors and we expect to continue to incur increasing costs, in
particular for servers, storage, power, and data centers, to support our anticipated future growth. We expect to continue to invest in our global
infrastructure in order to provide our products rapidly and reliably to all users around the world, including in countries where we do not expect
significant short-term monetization. In addition, our costs may increase as we hire additional employees, particularly as a result of the significant
competition that we face to attract and retain technical talent. Our expenses may continue to grow faster than our revenue over time. Our expenses may
be greater than we anticipate, and our investments may not be successful. In addition, we may increase marketing, sales, and other operating expenses in
order to grow and expand our operations and to remain competitive. Increases in our costs may adversely affect our business and profitability.
Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. Many
of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices,
monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including user
privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition,
protection of minors, consumer protection, taxation, securities law compliance, and online payment services. The introduction of new products may
subject us to additional laws and regulations. For example, depending on how our new Gifts product evolves, we may be subject to laws and regulations
governing returns, taxability of purchases, purchase of restricted products such as alcohol, product liability, and international import and export
restrictions. In addition, foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These
U.S. federal and state and foreign laws and regulations, which can be enforced by private parties or government entities, are constantly evolving and can
be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new
and rapidly evolving industry in which we operate. For example, the interpretation of some laws and regulations that govern the use of names and
likenesses in connection with advertising and marketing activities is unsettled and developments in this area could
19

affect the manner in which we design our products, as well as our terms of use. A number of proposals are pending before federal, state, and foreign
legislative and regulatory bodies that could significantly affect our business. For example, a revision to the 1995 European Union Data Protection
Directive is currently being considered by European legislative bodies that may include more stringent operational requirements for data processors and
significant penalties for non-compliance. Similarly, there have been a number of recent legislative proposals in the United States, at both the federal and
state level, that would impose new obligations in areas such as privacy and liability for copyright infringement by third parties. These existing and
proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity,
increase our operating costs, require significant management time and attention, and subject us to inquiries or investigations, claims or other remedies,
including fines or demands that we modify or cease existing business practices.
We have been subject to regulatory investigations and settlements and we expect to continue to be subject to such proceedings in the future, which
could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.
From time to time, we receive inquiries from regulators regarding our compliance with laws and other matters. For example, in 2012, the Federal
Trade Commission approved a settlement agreement with us that, among other things, requires us to establish and refine certain practices with respect to
treatment of user data and privacy settings and also requires that we complete bi-annual independent privacy assessments. As another example, in 2011
and 2012, the Irish Data Protection Commissioner audited the data, security, and privacy practices and policies of Facebook Ireland. We expect to
continue to be the subject of regulatory investigations and audits in the future by these and other regulators throughout the world.
It is possible that a regulatory inquiry might result in changes to our policies or practices. Violation of existing or future regulatory orders or
consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of
operations. In addition, it is possible that future orders issued by, or enforcement actions initiated by, regulatory authorities could cause us to incur
substantial costs or require us to change our business practices in a manner materially adverse to our business.
If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be
adversely affected.
We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants, and third
parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our
proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual
property, and we currently hold a number of issued patents in multiple jurisdictions and have acquired patents and patent applications from third parties.
In addition, in the future we may acquire additional patents or patent portfolios, which could require significant cash expenditures. Third parties may
knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark
and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we
operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent
infringement or to enforce our rights. Although we have taken measures to protect our proprietary rights, there can be no assurance that others will not
offer products or concepts that are substantially similar to ours and compete with our business. In addition, we regularly contribute software source code
under open source licenses and have made other technology we developed available under other open licenses, and we include open source software in
our products. For example, we have contributed certain specifications and designs related to our data center equipment to the Open Compute Project
Foundation, a non-profit entity that shares and develops such information with the technology community, under the Open Web Foundation License. As
a result of our open source contributions and the use of open source in our products, we may license or be required to license innovations that turn out to
be material to our business and may also be exposed to increased litigation risk. If the protection of our proprietary rights is inadequate to prevent
unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to
more effectively mimic our service and methods of operations. Any of these events could have an adverse effect on our business and financial results.
We are currently, and expect to be in the future, party to patent lawsuits and other intellectual property rights claims that are expensive and time
consuming, and, if resolved adversely, could have a significant impact on our business, financial condition, or results of operations.
Companies in the Internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and
frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In
addition, various "non-practicing entities" that own patents and other intellectual property rights often attempt to aggressively assert their rights in order
to extract value from technology companies. Furthermore, from time to time we may introduce new products, including in areas where we currently do
not compete, which could increase our exposure to patent and
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other intellectual property claims from competitors and non-practicing entities.
From time to time, we receive notice letters from patent holders alleging that certain of our products and services infringe their patent rights. We
presently are involved in a number of intellectual property lawsuits, and as we face increasing competition and gain an increasingly high profile, we
expect the number of patent and other intellectual property claims against us to grow. Defending patent and other intellectual property litigation is costly
and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained in all
cases. In addition, plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including
potential preliminary injunctions requiring us to cease some or all of our operations. We may decide to settle such lawsuits and disputes on terms that are
unfavorable to us. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not
be reversed upon appeal. The terms of such a settlement or judgment may require us to cease some or all of our operations or pay substantial amounts to
the other party. In addition, we may have to seek a license to continue practices found to be in violation of a third party's rights, which may not be
available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop
alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices
could require significant effort and expense or may not be feasible. Our business, financial condition, and results of operations could be adversely
affected as a result of an unfavorable resolution of the disputes and litigation referred to above.
We are involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely,
could harm our business, financial condition, or results of operations.
In addition to intellectual property claims, we are also involved in numerous other lawsuits, including putative class action lawsuits brought by
users and marketers, many of which claim statutory damages, and we anticipate that we will continue to be a target for numerous lawsuits in the future.
Because we have over a billion users, the plaintiffs in class action cases filed against us typically claim enormous monetary damages even if the alleged
per-user harm is small or non-existent. Any negative outcome from such lawsuits could result in payments of substantial monetary damages or fines, or
changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and
adversely affected. Although the results of such lawsuits and claims cannot be predicted with certainty, we do not believe that the final outcome of those
matters relating to our products that we currently face will have a material adverse effect on our business, financial condition, or results of operations. In
addition, following our initial public offering (IPO), we became the subject of stockholder class action suits. We believe these lawsuits are without merit
and are vigorously defending these lawsuits.
There can be no assurances that a favorable final outcome will be obtained in all our cases, and defending any lawsuit is costly and can impose a
significant burden on management and employees. Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not
be reversed upon appeal or in payments of substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms,
which could adversely affect our business, financial conditions, or results of operations.
Our CEO has control over key decision making as a result of his control of a majority of our voting stock.
As a result of voting agreements with certain stockholders, together with the shares he holds, Mark Zuckerberg, our founder, Chairman, and CEO,
is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock as of December 31, 2012 . Mr. Zuckerberg
therefore has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger,
consolidation, or sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control, merger,
consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in
the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor
from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the
trading price of our Class A common stock. In addition, Mr. Zuckerberg has the ability to control the management and major strategic investments of
our company as a result of his position as our CEO and his ability to control the election or replacement of our directors. In the event of his death, the
shares of our capital stock that Mr. Zuckerberg owns will be transferred to the persons or entities that he designates. As a board member and officer,
Mr. Zuckerberg owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our
stockholders. As a stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares, and shares over which he has voting control
as a result of voting agreements, in his own interests, which may not always be in the interests of our stockholders generally.
We plan to continue to make acquisitions, which could require significant management attention, disrupt our business, result in dilution to our
stockholders, and adversely affect our financial results.
As part of our business strategy, we have made and intend to make acquisitions to add specialized employees, complementary companies,
products, or technologies. Our ability to acquire and integrate larger or more complex companies, products, or technologies
21

in a successful manner is unproven . In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete
acquisitions on favorable terms, if at all. Any future acquisitions we complete could be viewed negatively by users, developers, marketers, or investors,
and our acquisitions may not achieve our goals. For example, in August 2012, we acquired Instagram, but we are still focused on user growth and the
users' experience and do not yet derive any direct revenue from Instagram. In addition, if we fail to successfully close or integrate any acquisitions,
integrate the products or technologies associated with such acquisitions into our company, or identify and address liabilities associated with the acquired
business or assets, our business, revenue, and operating results could be adversely affected. Any integration process may require significant time and
resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired products, technology, or
personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. In addition, our ability to conduct due
diligence with respect to acquisitions, and our ability to evaluate the results of such due diligence, is dependent upon the accuracy and completeness of
statements and disclosures made or actions taken by the companies we acquire or their representatives. Despite our efforts, there could be significant
liabilities or deficiencies associated with the business, assets, products, financial condition or accounting practices related to the assets or companies we
acquire. In addition, we may have to pay cash, incur debt, or issue equity securities to pay for acquisitions, any of which could adversely affect our
financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of
indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage
our operations.
Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption in our service could
damage our reputation, result in a potential loss of users and engagement, and adversely affect our financial results.
Our reputation and ability to attract, retain, and serve our users is dependent upon the reliable performance of Facebook and our underlying
technical infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or
outages that could be harmful to our business. If Facebook is unavailable when users attempt to access it, or if it does not load as quickly as they expect,
users may not return to our website as often in the future, or at all. As our user base and the amount and types of information shared on Facebook
continue to grow, we will need an increasing amount of technical infrastructure, including network capacity, and computing power, to continue to satisfy
the needs of our users. It is possible that we may fail to effectively scale and grow our technical infrastructure to accommodate these increased demands.
In addition, our business is subject to interruptions, delays, or failures resulting from earthquakes, adverse weather conditions, other natural disasters,
power loss, terrorism, or other catastrophic events.
A substantial portion of our network infrastructure is provided by third parties. Any disruption or failure in the services we receive from these
providers could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial or other difficulties
these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems
with the services they provide.
We could experience unforeseen difficulties in building and operating key portions of our technical infrastructure.
We have designed and built our own data centers and key portions of our technical infrastructure through which we serve our products, and we
plan to continue to significantly expand the size of our infrastructure primarily through data centers and other projects. The infrastructure expansion we
are undertaking is complex, and unanticipated delays in the completion of these projects or availability of components may lead to increased project
costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our products. In addition, there may be issues related to
this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started
to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs.
Our software is highly technical, and if it contains undetected errors, our business could be adversely affected.
Our products incorporate software that is highly technical and complex. Our software has contained, and may now or in the future contain,
undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Any errors, bugs,
or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of users, loss of revenue, or liability for damages,
any of which could adversely affect our business and financial results.
Certain of our user metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our
reputation and negatively affect our business.
The numbers of our MAUs, DAUs, and mobile MAUs and average revenue per user (ARPU) are calculated using internal company data based on
the activity of user accounts. While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of
measurement, there are inherent challenges in measuring usage of our products across large online and mobile populations around the world. For
example, there may be individuals who maintain one or more Facebook accounts in violation of our terms of service. We estimate, for example, that
"duplicate" accounts (an account that a user maintains
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in addition to his or her principal account) may have represented approximately 5.0% of our worldwide MAUs as of December 31, 2012. We also seek
to identify "false" accounts, which we divide into two categories: (1) user-misclassified accounts, where users have created personal profiles for a
business, organization, or non-human entity such as a pet (such entities are permitted on Facebook using a Page rather than a personal profile under our
terms of service); and (2) undesirable accounts, which represent user profiles that we determine are intended to be used for purposes that violate our
terms of service, such as spamming. As of December 31, 2012, for example, we estimate user-misclassified accounts may have represented
approximately 1.3% of our worldwide MAUs and undesirable accounts may have represented approximately 0.9% of our worldwide MAUs. We believe
the percentage of accounts that are duplicate or false is meaningfully lower in developed markets such as the United States or Australia and higher in
developing markets such as Indonesia and Turkey. However, these estimates are based on an internal review of a limited sample of accounts and we
apply significant judgment in making this determination, such as identifying names that appear to be fake or other behavior that appears inauthentic to
the reviewers. As such, our estimation of duplicate or false accounts may not accurately represent the actual number of such accounts. We are
continually seeking to improve our ability to identify duplicate or false accounts and estimate the total number of such accounts, and such estimates may
change due to improvements or changes in our methodology.
Some of our historical metrics through the second quarter of 2012 have also been affected by applications on certain mobile devices that
automatically contact our servers for regular updates with no user action involved, and this activity can cause our system to count the user associated
with such a device as an active user on the day such contact occurs. For example, we estimate that less than 5% of our estimated worldwide DAUs as of
December 31, 2011 and 2010 resulted from this type of automatic mobile activity, and that this type of activity had a substantially smaller effect on our
estimate of worldwide MAUs and mobile MAUs. The impact of this automatic activity on our metrics varied by geography because mobile usage varies
in different regions of the world. In addition, our data regarding the geographic location of our users is estimated based on a number of factors, such as
the user's IP address and self-disclosed location. These factors may not always accurately reflect the user's actual location. For example, a mobile-only
user may appear to be accessing Facebook from the location of the proxy server that the user connects to rather than from the user's actual location. The
methodologies used to measure user metrics may also be susceptible to algorithm or other technical errors. For example, in early June 2012, we
discovered an error in the algorithm we use to estimate the geographic location of our users that affected our attribution of certain user locations for the
period ended March 31, 2012. While this issue did not affect our overall worldwide MAU and DAU numbers, it did affect our attribution of users across
different geographic regions. We estimate that the number of MAUs as of March 31, 2012 for the United States & Canada region was overstated as a
result of the error by approximately 3% and this overstatement was offset by understatements in other regions. Our estimates for revenue by user
location and revenue by user device are also affected by these factors. We regularly review and may adjust our processes for calculating these metrics to
improve their accuracy. In addition, our MAU and DAU estimates will differ from estimates published by third parties due to differences in
methodology. For example, some third parties are not able to accurately measure mobile users or do not count mobile users for certain user groups or at
all in their analyses. If marketers, developers, or investors do not perceive our user metrics to be accurate representations of our user base, or if we
discover material inaccuracies in our user metrics, our reputation may be harmed and marketers and developers may be less willing to allocate their
budgets or resources to Facebook, which could negatively affect our business and financial results.
We cannot assure you that we will effectively manage our growth.
Our employee headcount and the scope and complexity of our business have increased significantly, with the number of employees increasing to
4,619 as of December 31, 2012 from 3,200 as of December 31, 2011 , and we expect headcount growth to continue for the foreseeable future. The
growth and expansion of our business and products create significant challenges for our management, operational, and financial resources, including
managing multiple relations with users, marketers, Platform developers, and other third parties. In the event of continued growth of our operations or in
the number of our third-party relationships, our information technology systems or our internal controls and procedures may not be adequate to support
our operations. In addition, some members of our management do not have significant experience managing a large global business operation, so our
management may not be able to manage such growth effectively. To effectively manage our growth, we must continue to improve our operational,
financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to
grow, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the
benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products. This could negatively affect our
business performance.
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our
business.
We currently depend on the continued services and performance of our key personnel, including Mark Zuckerberg and Sheryl K. Sandberg.
Although we have entered into employment agreements with Mr. Zuckerberg and Ms. Sandberg, the agreements have no specific duration and constitute
at-will employment. In addition, many of our key technologies and systems are custom-made for our business by our personnel. The loss of key
personnel, including members of management as well as key engineering, product development, marketing, and sales personnel, could disrupt our
operations and have an adverse effect on our business.
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As we continue to grow, we cannot guarantee we will continue to attract the personnel we need to maintain our competitive position. In particular,
we intend to hire a significant number of technical personnel in 2013, and we expect to face significant competition from other companies in hiring such
personnel, particularly in the San Francisco Bay Area. As we mature, the incentives to attract, retain, and motivate employees provided by our equity
awards or by future arrangements may not be as effective as in the past, and if we issue significant equity to attract additional employees, the ownership
of our existing stockholders may be further diluted. Additionally, we have a number of current employees whose equity ownership in our company gives
them a substantial amount of personal wealth, which could affect their decisions about whether or not to continue to work for us. As a result of these
factors, it may be difficult for us to continue to retain and motivate our employees. If we do not succeed in attracting, hiring, and integrating excellent
personnel, or retaining and motivating existing personnel, we may be unable to grow effectively.
We may incur liability as a result of information retrieved from or transmitted over the Internet or posted to Facebook and claims related to our
products.
We have faced, currently face, and will continue to face claims relating to information that is published or made available on Facebook. In
particular, the nature of our business exposes us to claims related to defamation, intellectual property rights, rights of publicity and privacy, and personal
injury torts. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be
unclear and where we may be less protected under local laws than we are in the United States. We could incur significant costs investigating and
defending such claims and, if we are found liable, significant damages. If any of these events occur, our business and financial results could be adversely
affected.
Computer malware, viruses, hacking and phishing attacks, and spamming could harm our business and results of operations.
Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in our industry, have occurred on our
systems in the past, and may occur on our systems in the future. Because of our prominence, we believe that we are a particularly attractive target for
such attacks. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain
performance, reliability, security, and availability of our products and technical infrastructure. Any such failure may harm our reputation and our ability
to retain existing users and attract new users.
In addition, spammers attempt to use our products to send targeted and untargeted spam messages to users, which may embarrass or annoy users
and make Facebook less user-friendly. We cannot be certain that the technologies and employees that we have to attempt to defeat spamming attacks
will be able to eliminate all spam messages from being sent on our platform. As a result of spamming activities, our users may use Facebook less or stop
using our products altogether.
Payment transactions on the Facebook Platform may subject us to additional regulatory requirements and other risks that could be costly and
difficult to comply with or that could harm our business.
Our users can use the Facebook Platform to purchase virtual and digital goods from our Platform developers using our Payments infrastructure.
Depending on how our Payments product evolves, we may be subject to a variety of laws and regulations in the United States, Europe, and elsewhere,
including those governing money transmission, gift cards and other prepaid access instruments, electronic funds transfers, anti-money laundering,
counter-terrorist financing, gambling, banking and lending, and import and export restrictions. In some jurisdictions, the application or interpretation of
these laws and regulations is not clear. To increase flexibility in how our use of Payments may evolve and to mitigate regulatory uncertainty, we have
applied for and received certain money transmitter licenses in the United States and expect to apply for certain regulatory licenses in Europe, which will
generally require us to demonstrate compliance with many domestic and foreign laws in these areas. Our efforts to comply with these laws and
regulations could be costly and result in diversion of management time and effort and may still not guarantee compliance. In the event that we are found
to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order,
or we may be required to make product changes, any of which could have an adverse effect on our business and financial results.
In addition, we may be subject to a variety of additional risks as a result of Payments on the Facebook Platform, including:
•

increased costs and diversion of management time and effort and other resources to deal with bad transactions or customer disputes;

•

potential fraudulent or otherwise illegal activity by users, developers, employees, or third parties;

•

restrictions on the investment of consumer funds used to transact Payments; and

•

additional disclosure and reporting requirements.
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We plan to continue expanding our operations abroad where we have limited operating experience and may be subject to increased business and
economic risks that could affect our financial results.
We plan to continue the international expansion of our business operations and the translation of our products. We currently make Facebook
available in more than 70 different languages, and we have offices or data centers in more than 20 different countries. We may enter new international
markets where we have limited or no experience in marketing, selling, and deploying our products. For example, we continue to evaluate entering
China. However, this market has substantial legal and regulatory complexities that have prevented our entry into China to date. If we fail to deploy or
manage our operations in international markets successfully, our business may suffer. In addition, we are subject to a variety of risks inherent in doing
business internationally, including:
•

political, social, or economic instability;

•

risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, and unexpected changes in
laws, regulatory requirements, and enforcement;

•

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

•

fluctuations in currency exchange rates;

•

higher levels of credit risk and payment fraud;

•

enhanced difficulties of integrating any foreign acquisitions;

•

burdens of complying with a variety of foreign laws;

•

reduced protection for intellectual property rights in some countries;

•

difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs associated with
multiple international locations;

•

compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in other jurisdictions; and

•

compliance with statutory equity requirements and management of tax consequences.

If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely
affected.
We have a substantial amount of indebtedness which could adversely affect our financial condition and our ability to obtain additional capital on
reasonable terms when required.
As of December 31, 2012 , we had $1.5 billion outstanding under our term loan facility. By drawing on our term loan facility, our interest expense
and principal repayment requirements have increased significantly, which could have an adverse effect on our financial results.
In addition, we may require additional capital to support our business growth or to respond to business opportunities, challenges or unforeseen
circumstances. We also expect to expend substantial amounts to fund tax withholding and remittance obligations related to the vesting and settlement of
restricted stock units (RSUs) in the future if we continue to net settle such RSUs. Our ability to obtain additional capital, if and when required, will
depend on our business plans, investor demand, our operating performance, the condition of the capital markets, and other factors, and our substantial
indebtedness may limit our ability to borrow such additional funds. If we raise additional funds through the issuance of equity, equity-linked or debt
securities, those securities may have rights, preferences, or privileges senior to the rights of our Class A common stock, and our existing stockholders
may experience dilution.
If we default on our leasing and credit obligations, our operations may be interrupted and our business and financial results could be adversely
affected.
We finance a significant portion of our expenditures through leasing arrangements, some of which are not required to be reflected on our balance
sheet, and we may enter into additional similar arrangements in the future. In particular, we have used these types of arrangements to finance some of
our equipment and data centers. In addition, we have a revolving credit facility that we may draw upon to finance our operations or other corporate
purposes, and have a term loan facility, from which we drew $1.5 billion to fund a portion of our tax withholding and remittance obligations in
connection with the settlement of RSUs. If we default on these leasing and credit obligations, our leasing partners and lenders may, among other things:
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•

require repayment of any outstanding lease obligations or amounts drawn on our credit facilities;

•

terminate our leasing arrangements and credit facilities;

•

terminate our access to the leased data centers we utilize;

•

stop delivery of ordered equipment;

•

sell or require us to return our leased equipment; or

•

require us to pay significant damages.

If some or all of these events were to occur, our operations may be interrupted and our ability to fund our operations or obligations, as well as our
business, financial results, and financial condition, could be adversely affected.
We may have exposure to greater than anticipated tax liabilities.
Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which
we develop, value, and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our business,
including the laws of the United States and other jurisdictions, are subject to interpretation. The taxing authorities of the jurisdictions in which we
operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could increase our worldwide
effective tax rate and harm our financial position and results of operations. We are subject to regular review and audit by U.S. federal and state and
foreign tax authorities. Tax authorities may disagree with certain positions we have taken and any adverse outcome of such a review or audit could have
a negative effect on our financial position and results of operations. In addition, the determination of our worldwide provision for income taxes and other
tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Although
we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may
materially affect our financial results in the period or periods for which such determination is made. In addition, our future income taxes could be
adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions
that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or
accounting principles. For example, we have previously incurred losses in certain international subsidiaries that resulted in an effective tax rate that is
significantly higher than the statutory tax rate in the United States and this could continue to happen in the future.
Changes in tax laws or tax rulings could materially affect our financial position and results of operations.
Changes in tax laws or tax rulings could materially affect our financial position and results of operations. For example, the current U.S.
administration and key members of Congress have made public statements indicating that international tax is a priority. Certain changes to U.S. tax
laws, including limitations on the ability to defer U.S. taxation on earnings outside of the United States until those earnings are repatriated to the United
States, could affect the tax treatment of our foreign earnings. In addition, other countries are considering changes to their tax regimes in an effort to raise
additional tax proceeds from companies such as Facebook. Due to the large and expanding scale of our international business activities, any changes in
the taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations.
Risks Related to Ownership of Our Class A Common Stock
The trading price of our Class A common stock has been and will likely continue to be volatile.
The trading price of our Class A common stock has been, and is likely to continue to be, volatile. Since shares of our Class A common stock were
sold in our IPO in May 2012 at a price of $38.00 per share, our stock price has ranged from $17.55 to $45.00 through December 31, 2012 . In addition to
the factors discussed in this Annual Report on Form 10-K, the trading price of our Class A common stock may fluctuate significantly in response to
numerous factors, many of which are beyond our control, including:
•

actual or anticipated fluctuations in our revenue and other operating results;

•

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

•

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

additional shares of our common stock being sold into the market by us or our existing stockholders or the anticipation of such sales;

•

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

•

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

•

announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement
or the effectiveness of our ad products;

•

changes in operating performance and stock market valuations of technology companies in our industry, including our Platform developers
and competitors;

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•

media coverage of our business and financial performance;

•

lawsuits threatened or filed against us;

•

developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory
bodies; and

•

other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices
of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or
disproportionate to the operating performance of those companies. Following our IPO, the events surrounding the offering became the subject of
securities litigation. We may experience more such litigation following future periods of volatility. Any securities litigation could subject us to
substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
Substantially all of our total outstanding shares are available for sale into the public market and any substantial sales of our stock could cause the
price of our Class A common stock to decline.
The price of our Class A common stock could decline if there are substantial sales of our common stock, particularly sales by our directors,
executive officers, employees, and significant stockholders, or when there is a large number of shares of our common stock available for sale. As of
December 31, 2012 , there were 1,671,277,621 shares of our Class A common stock and 701,427,574 shares of our Class B common stock outstanding.
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.
As of December 31, 2012 , substantially all of our outstanding shares are available for sale into the market, except for 47,315,862 shares held by
Mail.ru Group Limited and DST Global Limited and their respective affiliates, which will be eligible for sale in the public market on May 18, 2013, and
426 million outstanding shares and 60 million shares issuable upon the exercise of an option held by Mark Zuckerberg. Mr. Zuckerberg has informed us
that he has no intention to conduct any sale transactions in our securities until at least September 2013.
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.
The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us
or our business. If one or more of the analysts who cover us downgrade the rating of our Class A common stock or publish inaccurate or unfavorable
research about our business, our Class A common stock price could decline.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and
expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on
your investment in our Class A common stock if the trading price of our Class A common stock increases. In addition, our credit facilities contain
restrictions on our ability to pay dividends.
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If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the
accuracy and completeness of our financial reports and the trading price of our Class A common stock may be negatively affected.
We are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition,
beginning with our 2013 Annual Report on Form 10-K to be filed in 2014, we will be required to furnish a report by management on the effectiveness of
our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing, and
testing the internal control over financial reporting required to comply with this obligation, which process is time consuming, costly, and complicated. If
we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a
timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to
express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and
completeness of our financial reports and the trading price of our Class A common stock could be negatively affected, and we could become subject to
investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial
and management resources.
The requirements of being a public company may strain our resources and divert management's attention.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended , the Sarbanes-Oxley Act, the Dodd-Frank Act,
the listing requirements of the NASDAQ Global Select Market, and other applicable securities rules and regulations. Compliance with these rules and
regulations has increased and may/will continue to increase our legal and financial compliance costs, make some activities more difficult, timeconsuming, or costly, and increase demand on our systems and resources. As a result, management's attention may be diverted from other business
concerns, which could harm our business and operating results. Although we have hired additional employees to comply with these requirements, we
may need to hire more employees in the future, which will increase our costs and expenses.
In addition, complying with public disclosure rules makes our business more visible, which we believe may result in threatened or actual
litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if
the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the
resources of our management and harm our business and operating results.
The dual class structure of our common stock and the voting agreements among certain stockholders have the effect of concentrating voting control
with our CEO, and also with employees and directors and their affiliates; this will limit or preclude your ability to influence corporate matters.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Stockholders who hold shares of
Class B common stock, including our executive officers, employees, and directors and their affiliates, together hold a substantial majority of the voting
power of our outstanding capital stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our
Class B common stock collectively control a majority of the combined voting power of our common stock and therefore are able to control all matters
submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our
Class A and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable
future.
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited
exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B common stock to Class A common
stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the
long term. If, for example, Mr. Zuckerberg retains a significant portion of his holdings of Class B common stock for an extended period of time, he
could, in the future, continue to control a majority of the combined voting power of our Class A common stock and Class B common stock.
We have elected to take advantage of the "controlled company" exemption to the corporate governance rules for NASDAQ-listed companies, which
could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Because we qualify as a "controlled company" under the corporate governance rules for NASDAQ-listed companies, we are not required to have a
majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. In
light of our status as a controlled company, our board of directors determined not to have an independent nominating function and chose to have the full
board of directors be directly responsible for nominating members of our board, and in the future we could elect not to have a majority of our board of
directors be independent or not to have a compensation committee. Accordingly, should the interests of our controlling stockholder differ from those of
other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the
corporate governance rules for NASDAQ-listed companies. Our status as a controlled company could make our Class A common stock less attractive to
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some investors or otherwise harm our stock price.
Delaware law and provisions in our restated certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult,
thereby depressing the trading price of our Class A common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent
a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person
becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of
incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

certain litigation against us can only be brought in Delaware.

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