Facebook files for initial public stock offering


Facebook has filed papers for what’s expected to be the largest initial public offering ever to come out of Silicon Valley and one of the largest in U.S. history.

Ending months of breathless speculation, the 8-year-old social networking company has submitted registration documents with the U.S. Securities and Exchange Commission that set a preliminary goal of raising $5 billion. Facebook is expected to be valued at $75 billion to $100 billion.

Final pricing will not be set for months, and the size of the IPO probably will increase with investor demand. The filing sets the stage for an IPO in May.


The IPO prospectus provides the first detailed look inside Facebook’s finances and operations.

The company reported revenue last year of $3.7 billion — up 88% from a year earlier — and a profit of $1 billion. It also laid out the 2011 compensation for its top executives, which amounted to $1.5 million for its founder and chief executive, Mark Zuckerberg, and $30.9 million for its high-profile chief operating officer, Sheryl Sandberg.

The documents make it clear that Zuckerberg, a hands-on leader, will retain control over the company even after the stock offering because of special shares he will own that carry 10 times the voting rights of public shares.

Although some of Facebook’s 845 million users had hoped that they might be given access to the initial public offering, the document suggests that it will be run according to standard Wall Street protocol, with shares distributed by the investment banks leading the effort.

The offering is being run jointly by the nation’s largest investment banks, including Goldman Sachs & Co. and J.P. Morgan, with Morgan Stanley taking the coveted lead position. Morgan Stanley’s resume of recent Internet IPOs includesGroupon Inc. andZynga Inc. Investment banks will receive as much as $500 million in fees, depending on the valuation.

The company said it would trade under the ticker symbol FB but did not say whether it would be listed on the Nasdaq or New York Stock Exchange. It could be weeks or months before that is determined.


In a personal letter from Zuckerberg that is included in the prospectus, he explains Facebook’s philosophy, which he describes as the “Hacker Way.”

“Hackers believe that the best idea and implementation should always win — not the person who is best at lobbying for an idea or the person who manages the most people,” the letter says.

He argues in the letter that Facebook should be viewed differently by investors than other public companies because it was not founded with the intention of making money.

“Simply put: We don’t build services to make money; we make money to build better services,” the letter says. “These days I think more and more people want to use services from companies that believe in something beyond simply maximizing profits.”

The filing underscores the company’s phenomenal growth since Zuckerberg wrote the first program in his dorm room at Harvard in 2004. Last year Facebook brought in 23 times as much revenue as it did in 2007, when revenue was $153 million.

Most of its revenue — 88% — was earned through advertising, with much of the rest coming from Zynga, which develops and hosts social video games on Facebook.


The company estimates that its users upload 250 million photos each day, make 2.7 billion comments or “likes” each day, and are linked in 100 billion friendships.

But Facebook was also forced to lay out in grueling detail the risks that face the company moving forward. The most obvious threat is competition from Internet companies, and the filing contains a long list of rivals, including Microsoft and Twitter.

The most frequently named company is Google, which could challenge Facebook “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,” according to the filing.

Facebook also says in the filing that it has struggled to make money from users who access the site from phones and mobile devices, and could be hurt if more users migrate from home computers to hand-held devices.

Another obstacle spelled out in the regulatory filing: China.

Facebook noted in its filing that while it will “continue to evaluate entering China,” the market there has “substantial legal and regulatory complexities that have prevented our entry into China to date.” The government has blocked access to Facebook to its citizens since 2009.

There has been no secret to Facebook’s interest in breaking into China, which has hundreds of millions of Internet users and is relatively new to social networking.


Zuckerberg took a widely publicized vacation to Bejing in December 2010, where he met with top technology executives including the CEO of leading Chinese Web portal Sina Corp. and the chairman of state-owned telecommunications carrierChina Mobile Ltd.

Facebook is currently available in 70 languages and draws 45% of its revenue from outside the U.S.

The IPO was inevitable. Facebook had tripped the regulatory wire that forces companies with more than 500 shareholders to disclose almost as much information as publicly traded companies.

The IPO will create enormous wealth in Silicon Valley and more than 1,000 new millionaires among the company’s 3,200 employees, which many hope will give a boost to the local economy, including the housing market and car sales.