The Menlo Park, Calif.-based company, as many had speculated, gave top underwriting billing to Morgan Stanley, with J.P. Morgan Chase & Co. and Goldman, Sachs & Co. alongside as managers. Co-managers on the deal are Bank of America Merrill Lynch, Barclays Capital and Allen & Co. LLC.
In its S-1 filing, Facebook said it is seeking to raise up to $5 billion, though that figure is a placeholder and is likely to be changed as the company approaches its actual IPO pricing date.
Facebook outlined an impressive set of statistics about its business, which was founded eight years ago by then-Harvard student Mark Zuckerberg. The company claims to have 845 million monthly active users, 250 million photos uploaded per day and 100 billion friendships among its users.
Facebook said it brought in revenue in 2011 of $3.71 billion, a huge jump from the previous year's $1.97 billion and the $777 million in revenue it posted in 2009. The company posted a cool $1 billion in net income last year; net income in 2010 and 2009 was $606 million and $229 million, respectively. The company's coffers held $3.91 billion in cash as of Dec. 31, 2011.
The company's headcount has grown alongside its net income and revenue. It employed 3,200 at the end of 2011, compared to 2,127 on Dec. 31, 2010.
Most of the company's money is generated from online advertising, it said. In 2011, 2010 and 2009, the company produced 85%, 95% and 98% of its revenue from ads, respectively.
The risk factors section of the prospectus is certain to be read closely by potential Facebook investors, and illuminates some of the challenges the company will face. It cited mobile usage as a risk to its business, as 425 million daily active users tapped into Facebook via mobile devices in December, yet the company does not currently display ads via its mobile version.
"If users continue to increasingly access Facebook mobile products as a substitute for access through personal computers, and if we are unable to successfully implement monetization strategies for our mobile users, our revenue and financial results may be negatively affected," the company said, according to the S-1.
Facebook also cited competition from companies including Google Inc., Microsoft Corp. and Twitter Inc., which all offer rival products, services, content and advertising options. The prospectus specifically called out Google+, which is Google's rival social networking product. While Google+ only has about 60 million active members so far, its reach in search and other areas could give it an advantage.
"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," the company said in its filing.
Facebook also pointed to several regional social networks as competitors, including Korea's Cyworld, Japan's Mixi, Russia's vKontakte and Orkut, which is Google-owned, in Brazil and India.
Also noted in the risk factors section was the concentration of revenue derived from Facebook's relationship with social video game developer Zynga Inc., which went public in December. The company said that San Francisco-based Zynga accounted for 12% of Facebook's 2011 revenue.
The company's largest single shareholder is Zuckerberg, 27, who holds a roughly 28% stake. If the speculation of a $100 billion valuation for Facebook is accurate, his stake would be worth $28 billion. Venture firm Accel Partners owns an 11.4% stake; DST Global Ltd. holds a 5.5% share.
For legal counsel, the company hired Fenwick & West LLP's Gordy Davidson, Jeffrey Vetter and James Evans. Counsel was provided to the underwriters by William Hinman and Daniel Webb of Simpson Thacher & Bartlett LLP.
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