Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | |
Class A Common Stock | Class B Common Stock | ||
Document Information | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Trading Symbol | 'FB | ' | ' |
Entity Registrant Name | 'FACEBOOK INC | ' | ' |
Entity Central Index Key | '0001326801 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 1,874,048,211 | 580,779,919 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,100 | $2,384 |
Marketable securities | 6,228 | 7,242 |
Accounts receivable, net of allowances for doubtful accounts of $31 and $22 as of September 30, 2013 and December 31, 2012, respectively | 872 | 719 |
Income tax refundable | 7 | 451 |
Prepaid expenses and other current assets | 342 | 471 |
Total current assets | 10,549 | 11,267 |
Property and equipment, net | 2,685 | 2,391 |
Goodwill and intangible assets, net | 1,609 | 1,388 |
Other assets | 90 | 57 |
Total assets | 14,933 | 15,103 |
Current liabilities: | ' | ' |
Accounts payable | 36 | 65 |
Platform partners payable | 171 | 169 |
Accrued expenses and other current liabilities | 453 | 423 |
Deferred revenue and deposits | 36 | 30 |
Current portion of capital lease obligations | 288 | 365 |
Total current liabilities | 984 | 1,052 |
Capital lease obligations, less current portion | 287 | 491 |
Long-term debt | 0 | 1,500 |
Other liabilities | 614 | 305 |
Total liabilities | 1,885 | 3,348 |
Stockholders' equity: | ' | ' |
Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 1,869 million and 1,671 million shares issued and outstanding, including 6 million and 2 million outstanding shares subject to repurchase as of September 30, 2013 and December 31, 2012, respectively; 4,141 million Class B shares authorized, 584 million and 701 million shares issued and outstanding, including 7 million and 11 million outstanding shares subject to repurchase as of September 30, 2013 and December 31, 2012, respective | 0 | 0 |
Additional paid-in capital | 10,399 | 10,094 |
Accumulated other comprehensive income | 13 | 2 |
Retained earnings | 2,636 | 1,659 |
Total stockholders' equity | 13,048 | 11,755 |
Total liabilities and stockholders' equity | $14,933 | $15,103 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Accounts receivable, allowances for doubtful accounts | $31 | $22 |
Stockholders' equity: | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Class A Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,869,000,000 | 1,671,000,000 |
Common stock, shares outstanding | 1,869,000,000 | 1,671,000,000 |
Common stock, outstanding shares subject to repurchase | 6,000,000 | 2,000,000 |
Class B Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, shares authorized | 4,141,000,000 | 4,141,000,000 |
Common stock, shares issued | 584,000,000 | 701,000,000 |
Common stock, shares outstanding | 584,000,000 | 701,000,000 |
Common stock, outstanding shares subject to repurchase | 7,000,000 | 11,000,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $2,016 | $1,262 | $5,286 | $3,504 |
Costs and expenses: | ' | ' | ' | ' |
Cost of revenue | 507 | 322 | 1,384 | 967 |
Research and development | 369 | 244 | 1,006 | 1,102 |
Marketing and sales | 233 | 168 | 704 | 703 |
General and administrative | 171 | 151 | 520 | 717 |
Total costs and expenses | 1,280 | 885 | 3,614 | 3,489 |
Income from operations | 736 | 377 | 1,672 | 15 |
Interest and other income (expense), net: | ' | ' | ' | ' |
Interest expense | -21 | -11 | -50 | -35 |
Other income, net | 11 | 6 | 2 | 9 |
Income (loss) before provision for income taxes | 726 | 372 | 1,624 | -11 |
Provision for income taxes | 301 | 431 | 647 | 0 |
Net income (loss) | 425 | -59 | 977 | -11 |
Less: Net income attributable to participating securities | 3 | 0 | 6 | 0 |
Net income (loss) attributable to Class A and Class B common stockholders | 422 | -59 | 971 | -11 |
Earnings (loss) per share attributable to Class A and Class B common stockholders: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.17 | ($0.02) | $0.40 | ($0.01) |
Diluted (in dollars per share) | $0.17 | ($0.02) | $0.39 | ($0.01) |
Weighted average shares used to compute earnings (loss) per share attributable to Class A and Class B common stockholders: | ' | ' | ' | ' |
Number of shares used for basic EPS computation (in shares) | 2,430 | 2,420 | 2,408 | 1,884 |
Number of shares used for diluted EPS computation (in shares) | 2,528 | 2,420 | 2,504 | 1,884 |
Share-based compensation expense included in costs and expenses: | ' | ' | ' | ' |
Share-based compensation expense | 239 | 179 | 633 | 1,388 |
Cost of revenue | ' | ' | ' | ' |
Share-based compensation expense included in costs and expenses: | ' | ' | ' | ' |
Share-based compensation expense | 12 | 8 | 31 | 79 |
Research and development | ' | ' | ' | ' |
Share-based compensation expense included in costs and expenses: | ' | ' | ' | ' |
Share-based compensation expense | 164 | 114 | 432 | 719 |
Marketing and sales | ' | ' | ' | ' |
Share-based compensation expense included in costs and expenses: | ' | ' | ' | ' |
Share-based compensation expense | 34 | 28 | 91 | 279 |
General and administrative | ' | ' | ' | ' |
Share-based compensation expense included in costs and expenses: | ' | ' | ' | ' |
Share-based compensation expense | $29 | $29 | $79 | $311 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $425 | ($59) | $977 | ($11) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Change in foreign currency translation adjustment | 38 | 21 | 7 | -1 |
Change in unrealized gain/loss on available-for-sale investments, net of tax | 4 | 2 | 1 | 1 |
Change in unrealized gain/loss on derivative, net of tax | -1 | 0 | 3 | 0 |
Comprehensive income (loss) | $466 | ($36) | $988 | ($11) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income (loss) | $977 | ($11) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 737 | 425 |
Lease abandonment expense | 108 | 7 |
Loss on disposal or write-off of equipment | 39 | 8 |
Share-based compensation | 633 | 1,388 |
Deferred income taxes | 21 | -434 |
Tax benefit from share-based award activity | 277 | 854 |
Excess tax benefit from share-based award activity | -285 | -854 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -145 | -90 |
Income tax refundable | 444 | -567 |
Prepaid expenses and other current assets | -11 | 24 |
Other assets | -35 | 0 |
Accounts payable | -17 | 20 |
Platform partners payable | 2 | -16 |
Accrued expenses and other current liabilities | -105 | 155 |
Deferred revenue and deposits | 6 | -5 |
Other liabilities | 345 | 27 |
Net cash provided by operating activities | 2,991 | 931 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -879 | -1,037 |
Purchases of marketable securities | -4,364 | -8,590 |
Sales of marketable securities | 2,433 | 571 |
Maturities of marketable securities | 2,954 | 2,413 |
Investments in non-marketable equity securities | -1 | -3 |
Acquisitions of businesses, net of cash acquired, and purchases of intangible assets | -237 | -911 |
Change in restricted cash and deposits | 4 | -2 |
Net cash used in investing activities | -90 | -7,559 |
Cash flows from financing activities | ' | ' |
Net proceeds from issuance of common stock | 0 | 6,760 |
Taxes paid related to net share settlement of equity awards | -706 | 0 |
Proceeds from exercise of stock options | 20 | 9 |
Repayments of Long-term Debt | -1,500 | 0 |
Proceeds from sale and lease-back transactions | 0 | 205 |
Principal payments on capital lease obligations | -291 | -231 |
Excess tax benefit from share-based award activity | 285 | 854 |
Net cash (used in) provided by financing activities | -2,192 | 7,597 |
Effect of exchange rate changes on cash and cash equivalents | 7 | -3 |
Net increase in cash and cash equivalents | 716 | 966 |
Cash and cash equivalents at beginning of period | 2,384 | 1,512 |
Cash and cash equivalents at end of period | 3,100 | 2,478 |
Cash paid during the period for: | ' | ' |
Interest | 33 | 30 |
Income taxes | 61 | 184 |
Cash received during the period for: | ' | ' |
Income taxes | 419 | 0 |
Non-cash investing and financing activities: | ' | ' |
Fair value of shares issued related to acquisitions of businesses and other assets | 77 | 275 |
Net Change in Accounts Payable Accrued Expenses And Other Current Liabilities | ' | ' |
Non-cash investing and financing activities: | ' | ' |
Property and equipment expenditures incurred but not yet paid | 31 | -80 |
Capital Lease Obligations | ' | ' |
Non-cash investing and financing activities: | ' | ' |
Property and equipment expenditures incurred but not yet paid | $11 | $251 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | |
The condensed consolidated balance sheet as of December 31, 2012 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. | |
The condensed consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. | |
The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2013. | |
There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 that have had a material impact on our condensed consolidated financial statements and related notes. | |
Use of Estimates | |
Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, collectability of accounts receivable, contingent liabilities, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, and income taxes. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. | |
Reclassifications | |
We have reclassified certain prior period amounts within our condensed consolidated statements of cash flows to conform to our current year presentation. | |
Recently Issued and Adopted Accounting Pronouncement | |
Comprehensive Income | |
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02) which is effective prospectively for public companies for reporting periods beginning after December 15, 2012. This new accounting standard improves the reporting of reclassifications out of accumulated other comprehensive income (AOCI) by requiring an entity to report the effect of significant reclassifications out of AOCI on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. We adopted this new guidance on January 1, 2013 and the adoption did not have a material effect on our condensed consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Business Combinations [Abstract] | ' | |||||
Acquisitions | ' | |||||
Acquisitions | ||||||
In the nine months ended September 30, 2013, we completed several business acquisitions for total consideration of $260 million, consisting of approximately $184 million in cash and 3 million vested shares of our Class A common stock which are not conditioned upon continuous employment. In addition, we issued approximately 6 million shares of Class A common stock in connection with such acquisitions, which are conditioned upon continuous employment. These shares have been excluded from purchase consideration and will be recognized over the required service period as share-based compensation expense. | ||||||
These acquisitions were not material to our condensed consolidated financial statements, either individually or in the aggregate. Pro forma results of operations related to our acquisitions during the nine months ended September 30, 2013 have not been presented because they are not material to our condensed consolidated statements of operations, either individually or in the aggregate. | ||||||
The following table summarizes the allocation of estimated fair values of the net assets acquired during the nine months ended September 30, 2013, including the related estimated useful lives, where applicable: | ||||||
in millions | Estimated useful lives (in years) | |||||
Amortizable intangible assets: | ||||||
Acquired technology | $ | 68 | 7-Mar | |||
Tradename and other | 26 | 10-Feb | ||||
Deferred tax liabilities | (9 | ) | ||||
Net assets acquired | $ | 85 | ||||
Goodwill | 175 | |||||
Total fair value consideration | $ | 260 | ||||
Goodwill generated from all business acquisitions completed during the nine months ended September 30, 2013 is primarily attributable to expected synergies from future growth and potential monetization opportunities and $66 million of this goodwill is deductible for tax purposes. | ||||||
In the nine months ended September 30, 2013, we also acquired $58 million of patents and other intangible assets. Patents acquired during the nine months ended September 30, 2013 have estimated useful lives ranging from seven to 15 years from the dates of acquisition. |
Earnings_Loss_per_Share
Earnings (Loss) per Share | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||||||||
Earnings (Loss) per Share | ' | |||||||||||||||||||||||||||||||
Earnings (Loss) per Share | ||||||||||||||||||||||||||||||||
We compute earnings (loss) per share (EPS) of Class A and Class B common stock using the two-class method required for participating securities. Prior to the date of our initial public offering (IPO) in May 2012, we considered all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. Immediately after the completion of our IPO, all outstanding shares of convertible preferred stock converted to Class B common stock. Additionally, we consider restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares. | ||||||||||||||||||||||||||||||||
Undistributed earnings allocated to these participating securities are subtracted from net income in determining net income attributable to common stockholders. Net losses are not allocated to these participating securities. Basic EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of our Class A and Class B common stock outstanding, adjusted for outstanding shares that are subject to repurchase. | ||||||||||||||||||||||||||||||||
For the calculation of diluted EPS, net income (loss) attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. In addition, the computation of the diluted EPS of Class A common stock assumes the conversion from Class B common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS attributable to common stockholders is computed by dividing the resulting net income (loss) attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding. | ||||||||||||||||||||||||||||||||
Restricted stock units (RSUs) granted prior to January 1, 2011 vest upon the satisfaction of both a service condition and a liquidity condition. The liquidity condition was satisfied six months following the completion of our IPO. Our IPO did not occur until May 2012. Therefore, subsequent to the completion of our IPO in May 2012, these RSUs were included in our basic and diluted EPS calculation. RSUs granted on or after January 1, 2011 (Post-2011 RSUs) are not subject to a liquidity condition in order to vest and are thus included in the calculation of diluted EPS. | ||||||||||||||||||||||||||||||||
We have excluded 15 million Post-2011 RSUs from the EPS calculation for the nine months ended September 30, 2013 because the impact would be anti-dilutive. Shares excluded from the calculation were not material for the three months ended September 30, 2013. For the three and nine months ended September 30, 2012 in which we reported a net loss, we did not allocate any loss to participating securities in the basic and diluted EPS computation. Additionally, we did not include employee stock options, unvested RSUs, and shares subject to repurchase in our calculation of diluted EPS for these periods because the impact of these awards would have been anti-dilutive. | ||||||||||||||||||||||||||||||||
Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. | ||||||||||||||||||||||||||||||||
The numerators and denominators of the basic and diluted EPS computations for our common stock were calculated as follows (in millions, except per share amounts):Â | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic EPS: | ||||||||||||||||||||||||||||||||
Numerator | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 320 | $ | 105 | $ | (19 | ) | $ | (40 | ) | $ | 717 | $ | 260 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Less: Net income attributable to participating securities | 2 | 1 | — | — | 4 | 2 | — | — | ||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 318 | $ | 104 | $ | (19 | ) | $ | (40 | ) | $ | 713 | $ | 258 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Denominator | ||||||||||||||||||||||||||||||||
Weighted average shares outstanding | 1,833 | 611 | 794 | 1,632 | 1,773 | 649 | 431 | 1,457 | ||||||||||||||||||||||||
Less: Shares subject to repurchase | 6 | 8 | 1 | 5 | 5 | 9 | 1 | 3 | ||||||||||||||||||||||||
Number of shares used for basic EPS computation | 1,827 | 603 | 793 | 1,627 | 1,768 | 640 | 430 | 1,454 | ||||||||||||||||||||||||
Basic EPS | $ | 0.17 | $ | 0.17 | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.4 | $ | 0.4 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Diluted EPS: | ||||||||||||||||||||||||||||||||
Numerator | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 318 | $ | 104 | $ | (19 | ) | $ | (40 | ) | $ | 713 | $ | 258 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Reallocation of net income attributable to participating securities | 3 | — | — | — | 6 | — | — | — | ||||||||||||||||||||||||
Reallocation of net income (loss) as a result of conversion of Class B to Class A common stock | 104 | — | (40 | ) | — | 258 | — | (8 | ) | — | ||||||||||||||||||||||
Reallocation of net income to Class B common stock | — | 13 | — | — | — | 29 | — | — | ||||||||||||||||||||||||
Net income (loss) attributable to common stockholders for diluted EPS | $ | 425 | $ | 117 | $ | (59 | ) | $ | (40 | ) | $ | 977 | $ | 287 | $ | (11 | ) | $ | (8 | ) | ||||||||||||
Denominator | ||||||||||||||||||||||||||||||||
Number of shares used for basic EPS computation | 1,827 | 603 | 793 | 1,627 | 1,768 | 640 | 430 | 1,454 | ||||||||||||||||||||||||
Conversion of Class B to Class A common stock | 603 | — | 1,627 | — | 640 | — | 1,454 | — | ||||||||||||||||||||||||
Weighted average effect of dilutive securities: | ||||||||||||||||||||||||||||||||
Employee stock options | 59 | 59 | — | — | 69 | 69 | — | — | ||||||||||||||||||||||||
RSUs | 33 | 33 | — | — | 21 | 21 | — | — | ||||||||||||||||||||||||
Shares subject to repurchase | 6 | 6 | — | — | 6 | 6 | — | — | ||||||||||||||||||||||||
Number of shares used for diluted EPS computation | 2,528 | 701 | 2,420 | 1,627 | 2,504 | 736 | 1,884 | 1,454 | ||||||||||||||||||||||||
Diluted EPS | $ | 0.17 | $ | 0.17 | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.39 | $ | 0.39 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Cash_and_Cash_Equivalents_and_
Cash and Cash Equivalents, and Marketable Securities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents, and Marketable Securities [Abstract] | ' | |||||||
Cash and Cash Equivalents, and Marketable Securities | ' | |||||||
Cash, Cash Equivalents and Marketable Securities | ||||||||
The following table sets forth the cash, cash equivalents and marketable securities (in millions): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 898 | $ | 1,513 | ||||
Money market funds | 2,202 | 871 | ||||||
Total cash and cash equivalents | 3,100 | 2,384 | ||||||
Marketable securities: | ||||||||
U.S. government securities | 4,157 | 5,165 | ||||||
U.S. government agency securities | 2,071 | 2,077 | ||||||
Total marketable securities | 6,228 | 7,242 | ||||||
Total cash, cash equivalents and marketable securities | $ | 9,328 | $ | 9,626 | ||||
The gross unrealized gains or losses on our marketable securities as of September 30, 2013 and December 31, 2012 were not significant. In addition, there were no securities in a continuous loss position for 12 months or longer as of September 30, 2013 and December 31, 2012. | ||||||||
The following table classifies our marketable securities by contractual maturities (in millions): Â | ||||||||
30-Sep-13 | ||||||||
Due in one year | $ | 3,272 | ||||||
Due in one to two years | 2,956 | |||||||
Total | $ | 6,228 | ||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):Â | ||||||||||||||||
Fair Value Measurement at | ||||||||||||||||
Reporting Date Using | ||||||||||||||||
Description | 30-Sep-13 | Quoted Prices | Significant | Significant | ||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 2,202 | $ | 2,202 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
U.S. government securities | 4,157 | 4,157 | — | — | ||||||||||||
U.S. government agency securities | 2,071 | 2,071 | — | — | ||||||||||||
Total cash equivalents and marketable securities | $ | 8,430 | $ | 8,430 | $ | — | $ | — | ||||||||
Fair Value Measurement at | ||||||||||||||||
Reporting Date Using | ||||||||||||||||
Description | 31-Dec-12 | Quoted Prices | Significant | Significant | ||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 871 | $ | 871 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
U.S. government securities | 5,165 | 5,165 | — | — | ||||||||||||
U.S. government agency securities | 2,077 | 2,077 | — | — | ||||||||||||
Total cash equivalents and marketable securities | $ | 8,113 | $ | 8,113 | $ | — | $ | — | ||||||||
Other current liabilities: | ||||||||||||||||
Contingent consideration liability | $ | 4 | $ | — | $ | — | $ | 4 | ||||||||
Other liabilities: | ||||||||||||||||
Derivative financial instrument | $ | 4 | $ | — | $ | 4 | $ | — | ||||||||
In August 2013, we settled our Level 3 contingent consideration liability and terminated our Level 2 derivative financial instrument related to our interest rate swap agreement. See Note 8 in these notes to the condensed consolidated financial statements for additional information on the termination of our interest swap agreement. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following (in millions):Â | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Network equipment | $ | 2,245 | $ | 1,912 | ||||
Land | 41 | 36 | ||||||
Buildings | 975 | 594 | ||||||
Leasehold improvements | 198 | 194 | ||||||
Computer software, office equipment and other | 107 | 93 | ||||||
Construction in progress | 255 | 444 | ||||||
Total | 3,821 | 3,273 | ||||||
Less: Accumulated depreciation | (1,136 | ) | (882 | ) | ||||
Property and equipment, net | $ | 2,685 | $ | 2,391 | ||||
Construction in progress includes costs primarily related to the construction of data centers and equipment located in our data centers in Oregon, North Carolina, Iowa and Sweden and ongoing construction to expand our corporate headquarters in Menlo Park, California. Interest capitalized during the periods presented was not material. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (in millions): | ||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 587 | ||||||||||||||||||||||||
Goodwill acquired | 175 | |||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 762 | ||||||||||||||||||||||||
Intangible assets consisted of the following (in millions): | ||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||
Useful lives from date of acquisitions (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||||
Acquired patents | 18-Mar | $ | 739 | $ | (120 | ) | $ | 619 | $ | 684 | $ | (53 | ) | $ | 631 | |||||||||||
Acquired technology | 10-Feb | 201 | (55 | ) | 146 | 133 | (32 | ) | 101 | |||||||||||||||||
Tradename and other | 10-Feb | 123 | (41 | ) | 82 | 94 | (25 | ) | 69 | |||||||||||||||||
Total | $ | 1,063 | $ | (216 | ) | $ | 847 | $ | 911 | $ | (110 | ) | $ | 801 | ||||||||||||
Amortization expense of intangible assets was $37 million and $106 million for the three and nine months ended September 30, 2013, respectively, and $31 million and $44 million for the three and nine months ended September 30, 2012, respectively. | ||||||||||||||||||||||||||
As of September 30, 2013, estimated amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions): | ||||||||||||||||||||||||||
The remainder of 2013 | $ | 37 | ||||||||||||||||||||||||
2014 | 145 | |||||||||||||||||||||||||
2015 | 136 | |||||||||||||||||||||||||
2016 | 124 | |||||||||||||||||||||||||
2017 | 106 | |||||||||||||||||||||||||
2018 | 72 | |||||||||||||||||||||||||
Thereafter | 227 | |||||||||||||||||||||||||
$ | 847 | |||||||||||||||||||||||||
Longterm_Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Long-term Debt | ' |
Long-term Debt | |
In August 2013, we fully repaid the $1.5 billion outstanding principal balance of our three-year unsecured term loan facility. | |
In connection with our termination of the unsecured term loan facility, we also terminated our $1.5 billion interest rate swap agreement which converted the one-month LIBOR rate on the corresponding notional amount of debt to a fixed interest rate to hedge our exposure to interest rate fluctuation. We have reclassified all amounts related to the interest rate swap in AOCI to interest expense. For the three and nine months ended September 30, 2013, the amount in AOCI reclassified to interest expense was not material. The realized gain as a result of the termination of our interest rate swap was also not material. | |
Concurrently, we also terminated our unsecured five-year revolving credit facility that allowed us to borrow up to $5 billion. We had not drawn down on this facility. | |
In August 2013, in connection with the termination of these facilities, we entered into a five-year senior unsecured revolving credit facility (2013 Revolving Credit Facility) that allows us to borrow up to $6.5 billion to fund working capital and general corporate purposes with interest payable on the borrowed amounts set at LIBOR plus 1.0%, as well as an annual commitment fee of 0.10% on the daily undrawn balance of the facility. We paid origination fees at closing of the 2013 Revolving Credit Facility, which fees are being amortized over the term of the facility. Any amounts outstanding under this facility will be due and payable on August 15, 2018. As of September 30, 2013, no amounts had been drawn down and we were in compliance with the covenants under this facility. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Leases | |
We entered into various capital lease arrangements to obtain property and equipment for our operations. Additionally, on occasion we purchased property and equipment for which we subsequently obtained capital financing under sale-leaseback transactions. These agreements are typically for three years, except for a building lease which is for 15 years, with interest rates ranging from 1% to 13%. The leases are secured by the underlying leased buildings and equipment. We also entered into various non-cancelable operating lease agreements for certain of our offices, equipment, land and data centers with original lease periods expiring between 2013 and 2027. We are committed to pay a portion of the related actual operating expenses under certain of these lease agreements. Certain of these arrangements have free rent periods and/or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis. | |
During the three and nine months ended September 30, 2013, we recognized lease abandonment expense of $43 million and $108 million, respectively, primarily due to exiting certain leased data centers resulting from the migration of operations to our own data centers. Lease abandonment expense for the same periods in 2012 was not material. | |
Operating lease expense was $28 million and $101 million for the three and nine months ended September 30, 2013, respectively, and $50 million and $151 million for the three and nine months ended September 30, 2012, respectively. | |
Contingencies | |
Beginning on May 22, 2012, multiple putative class actions, derivative actions, and individual actions were filed in state and federal courts in the United States and in other jurisdictions against us, our directors, and/or certain of our officers alleging violation of securities laws or breach of fiduciary duties in connection with our IPO and seeking unspecified damages. We believe these lawsuits are without merit, and we intend to continue to vigorously defend them. On October 4, 2012, on our motion, the vast majority of the cases in the United States, along with multiple cases filed against The NASDAQ OMX Group, Inc. and The Nasdaq Stock Market LLC (collectively referred to herein as NASDAQ) alleging technical and other trading-related errors by NASDAQ in connection with our IPO, were ordered centralized for coordinated or consolidated pre-trial proceedings in the United States District Court for the Southern District of New York. On February 13, 2013, the court granted our motion to dismiss four derivative actions against our directors and certain of our officers with leave to amend. On October 8, 2013, the court heard argument on our motion to dismiss the consolidated securities class action, as well as our motion to dismiss, and the plaintiffs' motion to remand to state court, certain other derivative actions. In addition, the events surrounding our IPO have become the subject of various government inquiries, and we are cooperating with those inquiries. | |
In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies relating to the matters set forth above. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management's expectations, our condensed consolidated financial statements of a particular reporting period could be materially adversely affected. | |
We are also party to various legal proceedings and claims that arise in the ordinary course of business. Among these pending legal matters, one case is currently scheduled for trial in the near future. Rembrandt Social Media, LP v. Facebook, Inc., et al., is scheduled to begin trial on December 10, 2013, in the U.S. District Court for the Eastern District of Virginia. In the Rembrandt case, the plaintiff alleges that we infringe certain patents held by the plaintiff. The plaintiff is seeking significant monetary damages and equitable relief. | |
We believe the claims made by the plaintiff in the Rembrandt case are without merit, and we intend to defend ourselves vigorously. Because the outcome of litigation is inherently uncertain, we believe it is reasonably possible that we may incur a loss in connection with this matter. However, we do not believe such a loss is probable and we are unable to estimate a reasonable range of loss, if any, that could result were there to be an adverse final decision, and we therefore have not accrued a liability for this matter. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to our results of operations in the period(s) in which any such outcome becomes probable and estimable. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
Stockholders' Equity | |||||||||||||
Share-based Compensation Plans | |||||||||||||
We maintain three share-based employee compensation plans: the 2012 Equity Incentive Plan (2012 Plan), the 2005 Stock Plan and the 2005 Officers' Stock Plan (collectively, Stock Plans). Our 2012 Plan serves as the successor to our 2005 Stock Plan and provides for the issuance of incentive and nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares and stock bonuses to qualified employees, directors and consultants. The maximum term for stock options granted under the 2012 Plan may not exceed ten years from the date of grant. Our 2012 Plan will terminate ten years from the date of approval unless it is terminated earlier by our compensation committee. We have initially reserved 25,000,000 shares of our Class A common stock for issuance under our 2012 Plan, which amount increases on the first day of January of each of 2013 through 2022 based on a formula or as determined by the board of directors. Our board of directors elected not to increase the number of shares reserved for issuance in 2013. In addition, shares available for grant under the 2005 Stock Plan, which were reserved but not issued or subject to outstanding awards under the 2005 Stock Plan as of the effective date of our IPO, were added to the reserves of the 2012 Plan and shares that are withheld in connection with the net settlement of RSUs are also added to the reserves of the 2012 Plan. | |||||||||||||
In November 2005, we issued a nonstatutory stock option to our CEO to purchase 120,000,000 shares of our Class B common stock under the 2005 Officers' Stock Plan. As of September 30, 2013, the option had been partially exercised and the remaining option to purchase 60,000,000 shares is outstanding and fully vested. This option will expire on November 7, 2015. No options were available for future issuance under the 2005 Officers' Stock Plan. | |||||||||||||
The following table summarizes the stock option activity under the Stock Plans during the nine months ended September 30, 2013: | |||||||||||||
Shares Subject to Options Outstanding | |||||||||||||
Number of | Weighted | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value(1) | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
(in thousands) | (in years) | (in millions) | |||||||||||
Balance as of December 31, 2012 | 122,821 | $ | 0.85 | 3.79 | $ | 3,166 | |||||||
Stock options exercised | (38,293 | ) | 0.54 | ||||||||||
Stock options forfeited/cancelled | (216 | ) | 1.85 | ||||||||||
Balance as of September 30, 2013 | 84,312 | $ | 0.99 | 2.89 | $ | 4,152 | |||||||
Stock options vested and expected to vest as of September 30, 2013 | 84,287 | $ | 0.99 | 2.89 | $ | 4,151 | |||||||
Stock options exercisable as of September 30, 2013 | 78,593 | $ | 0.37 | 2.62 | $ | 3,920 | |||||||
-1 | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing price of our Class A common stock of $50.23 on September 30, 2013. | ||||||||||||
The aggregate intrinsic value of the options exercised was $586 million and $1.17 billion for the three and nine months ended September 30, 2013, respectively, and $10 million and $2.99 billion for the three and nine months ended September 30, 2012, respectively. | |||||||||||||
The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2013: | |||||||||||||
Unvested RSUs | |||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||||
(in thousands) | |||||||||||||
Unvested at December 31, 2012 | 113,044 | $ | 21.38 | ||||||||||
Granted | 49,048 | 28.14 | |||||||||||
Vested | (39,523 | ) | 16.37 | ||||||||||
Forfeited | (11,375 | ) | 24.11 | ||||||||||
Unvested at September 30, 2013 | 111,194 | $ | 25.87 | ||||||||||
As of September 30, 2013, there was $2.85 billion of unrecognized share-based compensation expense, of which $2.53 billion is related to RSUs and $320 million is related to restricted shares and stock options. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions, including the portions of our share-based compensation that will not generate tax benefits, and the effects of acquisitions and the integration of those acquisitions. In addition, our effective tax rate can be more or less volatile based on the amount of income before provision for income taxes. For example, the effect of non-deductible share-based compensation expense on our effective tax rate is significantly greater when our income before provision for income taxes is lower. | |
Our effective tax rate has exceeded the U.S. statutory rate primarily because of the effect of non-deductible share-based compensation and losses arising outside the United States in jurisdictions where we do not receive a tax benefit. These losses were primarily due to the initial start-up costs incurred by our foreign subsidiaries to operate in certain foreign jurisdictions, including the costs incurred by those subsidiaries to license, develop, and use our intellectual property. Our effective tax rate in the future will depend on the portion of our profits earned within and outside the United States, which will also be affected by our methodologies for valuing our intellectual property and intercompany transactions. | |
For the nine months ended September 30, 2013, the effect of the non-deductible share-based compensation expense and losses arising outside the United States in jurisdictions where we do not receive a tax benefit was largely offset by the recognition of a non-recurring tax benefit that we recorded in the first quarter of 2013 related to the reinstatement of the federal tax credit for research and development activities applicable to the year ended December 31, 2012. | |
We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2008, 2009 and 2010 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, and we do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years. Our 2011 and subsequent tax years remain subject to examination by the IRS and all tax years starting in 2008 remain subject to examination in Ireland. We remain subject to possible examinations or are undergoing audits in various other jurisdictions that are not anticipated to be material to our financial statements. | |
Our balances of gross unrecognized tax benefits were $751 million and $164 million as of September 30, 2013 and December 31, 2012, respectively. If the remaining balance of gross unrecognized tax benefits as of September 30, 2013 is realized in a future period, this would result in a tax benefit of $450 million within our provision of income taxes at such time. Our existing tax positions will continue to generate an increase in unrecognized tax benefits in future periods. | |
Although the timing of the resolution, settlement, and closure of any audit is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. |
Geographical_Information
Geographical Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segments, Geographical Areas [Abstract] | ' | |||||||||||||||
Geographical Information | ' | |||||||||||||||
Geographical Information | ||||||||||||||||
Revenue by geography is based on the billing address of the marketer or Platform developer. The following tables set forth revenue and long-lived assets by geographic area (in millions): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
United States | $ | 940 | $ | 665 | $ | 2,438 | $ | 1,789 | ||||||||
Rest of the world (1) | 1,076 | 597 | 2,848 | 1,715 | ||||||||||||
Total revenue | $ | 2,016 | $ | 1,262 | $ | 5,286 | $ | 3,504 | ||||||||
-1 | No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented | |||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Long-lived assets: | ||||||||||||||||
United States | $ | 2,206 | $ | 2,110 | ||||||||||||
Sweden | 395 | 220 | ||||||||||||||
Rest of the world (1) | 84 | 61 | ||||||||||||||
Total long-lived assets | $ | 2,685 | $ | 2,391 | ||||||||||||
-1 | No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | |
The condensed consolidated balance sheet as of December 31, 2012 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. | |
The condensed consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. | |
The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2013. | |
There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 that have had a material impact on our condensed consolidated financial statements and related notes. | |
Use of Estimates | ' |
Use of Estimates | |
Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, collectability of accounts receivable, contingent liabilities, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, and income taxes. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. | |
Reclassification | ' |
Reclassifications | |
We have reclassified certain prior period amounts within our condensed consolidated statements of cash flows to conform to our current year presentation. | |
Recently Issued and Adopted Accounting Pronouncement | ' |
Recently Issued and Adopted Accounting Pronouncement | |
Comprehensive Income | |
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02) which is effective prospectively for public companies for reporting periods beginning after December 15, 2012. This new accounting standard improves the reporting of reclassifications out of accumulated other comprehensive income (AOCI) by requiring an entity to report the effect of significant reclassifications out of AOCI on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. We adopted this new guidance on January 1, 2013 and the adoption did not have a material effect on our condensed consolidated financial statements. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Business Combinations [Abstract] | ' | |||||
Allocation of Estimated Fair Value of Assets Acquired and Liabilities Assumed | ' | |||||
The following table summarizes the allocation of estimated fair values of the net assets acquired during the nine months ended September 30, 2013, including the related estimated useful lives, where applicable: | ||||||
in millions | Estimated useful lives (in years) | |||||
Amortizable intangible assets: | ||||||
Acquired technology | $ | 68 | 7-Mar | |||
Tradename and other | 26 | 10-Feb | ||||
Deferred tax liabilities | (9 | ) | ||||
Net assets acquired | $ | 85 | ||||
Goodwill | 175 | |||||
Total fair value consideration | $ | 260 | ||||
Earnings_Loss_per_Share_Tables
Earnings (Loss) per Share (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||||||||
Numerators and Denominators of Basic and Diluted EPS Computations for Common Stock | ' | |||||||||||||||||||||||||||||||
The numerators and denominators of the basic and diluted EPS computations for our common stock were calculated as follows (in millions, except per share amounts):Â | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic EPS: | ||||||||||||||||||||||||||||||||
Numerator | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 320 | $ | 105 | $ | (19 | ) | $ | (40 | ) | $ | 717 | $ | 260 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Less: Net income attributable to participating securities | 2 | 1 | — | — | 4 | 2 | — | — | ||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 318 | $ | 104 | $ | (19 | ) | $ | (40 | ) | $ | 713 | $ | 258 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Denominator | ||||||||||||||||||||||||||||||||
Weighted average shares outstanding | 1,833 | 611 | 794 | 1,632 | 1,773 | 649 | 431 | 1,457 | ||||||||||||||||||||||||
Less: Shares subject to repurchase | 6 | 8 | 1 | 5 | 5 | 9 | 1 | 3 | ||||||||||||||||||||||||
Number of shares used for basic EPS computation | 1,827 | 603 | 793 | 1,627 | 1,768 | 640 | 430 | 1,454 | ||||||||||||||||||||||||
Basic EPS | $ | 0.17 | $ | 0.17 | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.4 | $ | 0.4 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Diluted EPS: | ||||||||||||||||||||||||||||||||
Numerator | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 318 | $ | 104 | $ | (19 | ) | $ | (40 | ) | $ | 713 | $ | 258 | $ | (3 | ) | $ | (8 | ) | ||||||||||||
Reallocation of net income attributable to participating securities | 3 | — | — | — | 6 | — | — | — | ||||||||||||||||||||||||
Reallocation of net income (loss) as a result of conversion of Class B to Class A common stock | 104 | — | (40 | ) | — | 258 | — | (8 | ) | — | ||||||||||||||||||||||
Reallocation of net income to Class B common stock | — | 13 | — | — | — | 29 | — | — | ||||||||||||||||||||||||
Net income (loss) attributable to common stockholders for diluted EPS | $ | 425 | $ | 117 | $ | (59 | ) | $ | (40 | ) | $ | 977 | $ | 287 | $ | (11 | ) | $ | (8 | ) | ||||||||||||
Denominator | ||||||||||||||||||||||||||||||||
Number of shares used for basic EPS computation | 1,827 | 603 | 793 | 1,627 | 1,768 | 640 | 430 | 1,454 | ||||||||||||||||||||||||
Conversion of Class B to Class A common stock | 603 | — | 1,627 | — | 640 | — | 1,454 | — | ||||||||||||||||||||||||
Weighted average effect of dilutive securities: | ||||||||||||||||||||||||||||||||
Employee stock options | 59 | 59 | — | — | 69 | 69 | — | — | ||||||||||||||||||||||||
RSUs | 33 | 33 | — | — | 21 | 21 | — | — | ||||||||||||||||||||||||
Shares subject to repurchase | 6 | 6 | — | — | 6 | 6 | — | — | ||||||||||||||||||||||||
Number of shares used for diluted EPS computation | 2,528 | 701 | 2,420 | 1,627 | 2,504 | 736 | 1,884 | 1,454 | ||||||||||||||||||||||||
Diluted EPS | $ | 0.17 | $ | 0.17 | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.39 | $ | 0.39 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Cash_and_Cash_Equivalents_and_1
Cash and Cash Equivalents, and Marketable Securities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents, and Marketable Securities [Abstract] | ' | |||||||
Cash, Cash Equivalents and Marketable Securities | ' | |||||||
The following table sets forth the cash, cash equivalents and marketable securities (in millions): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 898 | $ | 1,513 | ||||
Money market funds | 2,202 | 871 | ||||||
Total cash and cash equivalents | 3,100 | 2,384 | ||||||
Marketable securities: | ||||||||
U.S. government securities | 4,157 | 5,165 | ||||||
U.S. government agency securities | 2,071 | 2,077 | ||||||
Total marketable securities | 6,228 | 7,242 | ||||||
Total cash, cash equivalents and marketable securities | $ | 9,328 | $ | 9,626 | ||||
Marketable Securities by Contractual Maturities | ' | |||||||
The following table classifies our marketable securities by contractual maturities (in millions): Â | ||||||||
30-Sep-13 | ||||||||
Due in one year | $ | 3,272 | ||||||
Due in one to two years | 2,956 | |||||||
Total | $ | 6,228 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):Â | ||||||||||||||||
Fair Value Measurement at | ||||||||||||||||
Reporting Date Using | ||||||||||||||||
Description | 30-Sep-13 | Quoted Prices | Significant | Significant | ||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 2,202 | $ | 2,202 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
U.S. government securities | 4,157 | 4,157 | — | — | ||||||||||||
U.S. government agency securities | 2,071 | 2,071 | — | — | ||||||||||||
Total cash equivalents and marketable securities | $ | 8,430 | $ | 8,430 | $ | — | $ | — | ||||||||
Fair Value Measurement at | ||||||||||||||||
Reporting Date Using | ||||||||||||||||
Description | 31-Dec-12 | Quoted Prices | Significant | Significant | ||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 871 | $ | 871 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
U.S. government securities | 5,165 | 5,165 | — | — | ||||||||||||
U.S. government agency securities | 2,077 | 2,077 | — | — | ||||||||||||
Total cash equivalents and marketable securities | $ | 8,113 | $ | 8,113 | $ | — | $ | — | ||||||||
Other current liabilities: | ||||||||||||||||
Contingent consideration liability | $ | 4 | $ | — | $ | — | $ | 4 | ||||||||
Other liabilities: | ||||||||||||||||
Derivative financial instrument | $ | 4 | $ | — | $ | 4 | $ | — | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment | ' | |||||||
Property and equipment consisted of the following (in millions):Â | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Network equipment | $ | 2,245 | $ | 1,912 | ||||
Land | 41 | 36 | ||||||
Buildings | 975 | 594 | ||||||
Leasehold improvements | 198 | 194 | ||||||
Computer software, office equipment and other | 107 | 93 | ||||||
Construction in progress | 255 | 444 | ||||||
Total | 3,821 | 3,273 | ||||||
Less: Accumulated depreciation | (1,136 | ) | (882 | ) | ||||
Property and equipment, net | $ | 2,685 | $ | 2,391 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (in millions): | ||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 587 | ||||||||||||||||||||||||
Goodwill acquired | 175 | |||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 762 | ||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||
Intangible assets consisted of the following (in millions): | ||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||
Useful lives from date of acquisitions (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||||
Acquired patents | 18-Mar | $ | 739 | $ | (120 | ) | $ | 619 | $ | 684 | $ | (53 | ) | $ | 631 | |||||||||||
Acquired technology | 10-Feb | 201 | (55 | ) | 146 | 133 | (32 | ) | 101 | |||||||||||||||||
Tradename and other | 10-Feb | 123 | (41 | ) | 82 | 94 | (25 | ) | 69 | |||||||||||||||||
Total | $ | 1,063 | $ | (216 | ) | $ | 847 | $ | 911 | $ | (110 | ) | $ | 801 | ||||||||||||
Estimated Amortization Expense for Unamortized Acquired Intangible Assets | ' | |||||||||||||||||||||||||
As of September 30, 2013, estimated amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions): | ||||||||||||||||||||||||||
The remainder of 2013 | $ | 37 | ||||||||||||||||||||||||
2014 | 145 | |||||||||||||||||||||||||
2015 | 136 | |||||||||||||||||||||||||
2016 | 124 | |||||||||||||||||||||||||
2017 | 106 | |||||||||||||||||||||||||
2018 | 72 | |||||||||||||||||||||||||
Thereafter | 227 | |||||||||||||||||||||||||
$ | 847 | |||||||||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stock Option Activity under Stock Plans | ' | ||||||||||||
The following table summarizes the stock option activity under the Stock Plans during the nine months ended September 30, 2013: | |||||||||||||
Shares Subject to Options Outstanding | |||||||||||||
Number of | Weighted | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value(1) | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
(in thousands) | (in years) | (in millions) | |||||||||||
Balance as of December 31, 2012 | 122,821 | $ | 0.85 | 3.79 | $ | 3,166 | |||||||
Stock options exercised | (38,293 | ) | 0.54 | ||||||||||
Stock options forfeited/cancelled | (216 | ) | 1.85 | ||||||||||
Balance as of September 30, 2013 | 84,312 | $ | 0.99 | 2.89 | $ | 4,152 | |||||||
Stock options vested and expected to vest as of September 30, 2013 | 84,287 | $ | 0.99 | 2.89 | $ | 4,151 | |||||||
Stock options exercisable as of September 30, 2013 | 78,593 | $ | 0.37 | 2.62 | $ | 3,920 | |||||||
-1 | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing price of our Class A common stock of $50.23 on September 30, 2013. | ||||||||||||
Restricted Stock Units Award Activity | ' | ||||||||||||
The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2013: | |||||||||||||
Unvested RSUs | |||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||||
(in thousands) | |||||||||||||
Unvested at December 31, 2012 | 113,044 | $ | 21.38 | ||||||||||
Granted | 49,048 | 28.14 | |||||||||||
Vested | (39,523 | ) | 16.37 | ||||||||||
Forfeited | (11,375 | ) | 24.11 | ||||||||||
Unvested at September 30, 2013 | 111,194 | $ | 25.87 | ||||||||||
Geographical_Information_Table
Geographical Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segments, Geographical Areas [Abstract] | ' | |||||||||||||||
Revenue by Geographic Area | ' | |||||||||||||||
Revenue by geography is based on the billing address of the marketer or Platform developer. The following tables set forth revenue and long-lived assets by geographic area (in millions): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
United States | $ | 940 | $ | 665 | $ | 2,438 | $ | 1,789 | ||||||||
Rest of the world (1) | 1,076 | 597 | 2,848 | 1,715 | ||||||||||||
Total revenue | $ | 2,016 | $ | 1,262 | $ | 5,286 | $ | 3,504 | ||||||||
-1 | No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented | |||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Long-lived assets: | ||||||||||||||||
United States | $ | 2,206 | $ | 2,110 | ||||||||||||
Sweden | 395 | 220 | ||||||||||||||
Rest of the world (1) | 84 | 61 | ||||||||||||||
Total long-lived assets | $ | 2,685 | $ | 2,391 | ||||||||||||
-1 | No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented |
Acquisitions_Details
Acquisitions (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Business Acquisition | ' |
Purchase price of acquisition | $260 |
Cash paid for business acquisition | 184 |
Number of shares issued | 3 |
Number of shares issued, conditioned upon continuous employment | 6 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Deferred tax liabilities | -9 |
Net assets acquired | 85 |
Goodwill acquired | 175 |
Goodwill tax deductible amount | 66 |
Acquired technology | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Amortizable intangible assets | 68 |
Acquired technology | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '2 years |
Acquired technology | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '10 years |
Acquired technology | Current period acquisition | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '3 years |
Acquired technology | Current period acquisition | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '7 years |
Tradename and other | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Amortizable intangible assets | 26 |
Tradename and other | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '2 years |
Tradename and other | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '10 years |
Tradename and other | Current period acquisition | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '2 years |
Tradename and other | Current period acquisition | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '10 years |
Patents | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '3 years |
Patents | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '18 years |
Patents | Current period acquisition | Minimum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '7 years |
Patents | Current period acquisition | Maximum | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Useful lives from date of acquisitions | '15 years |
Patents and Other Intangible Assets | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' |
Amount of acquired patents and other intangible assets | $58 |
Earnings_Loss_per_Share_Detail
Earnings (Loss) per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator | ' | ' | ' | ' |
Net income (loss) | $425 | ($59) | $977 | ($11) |
Less: Net income attributable to participating securities | 3 | 0 | 6 | 0 |
Net income (loss) attributable to common stockholders | 422 | -59 | 971 | -11 |
Denominator | ' | ' | ' | ' |
Number of shares used for basic EPS computation (in shares) | 2,430 | 2,420 | 2,408 | 1,884 |
Basic EPS (in dollars per share) | $0.17 | ($0.02) | $0.40 | ($0.01) |
Numerator | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders | 422 | -59 | 971 | -11 |
Denominator | ' | ' | ' | ' |
Number of shares used for basic EPS computation (in shares) | 2,430 | 2,420 | 2,408 | 1,884 |
Number of shares used for diluted EPS computation (in shares) | 2,528 | 2,420 | 2,504 | 1,884 |
Diluted EPS (in dollars per share) | $0.17 | ($0.02) | $0.39 | ($0.01) |
Class A Common Stock | ' | ' | ' | ' |
Numerator | ' | ' | ' | ' |
Net income (loss) | 320 | -19 | 717 | -3 |
Less: Net income attributable to participating securities | 2 | 0 | 4 | 0 |
Net income (loss) attributable to common stockholders | 318 | -19 | 713 | -3 |
Denominator | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 1,833 | 794 | 1,773 | 431 |
Less: Shares subject to repurchase (in shares) | 6 | 1 | 5 | 1 |
Number of shares used for basic EPS computation (in shares) | 1,827 | 793 | 1,768 | 430 |
Basic EPS (in dollars per share) | $0.17 | ($0.02) | $0.40 | ($0.01) |
Numerator | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders | 318 | -19 | 713 | -3 |
Reallocation of net income attributable to participating securities | 3 | 0 | 6 | 0 |
Reallocation of net income (loss) as a result of conversion of Class B to Class A common stock | 104 | -40 | 258 | -8 |
Reallocation of net income to Class B common stock | 0 | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders for diluted EPS | 425 | -59 | 977 | -11 |
Denominator | ' | ' | ' | ' |
Number of shares used for basic EPS computation (in shares) | 1,827 | 793 | 1,768 | 430 |
Conversion of Class B to Class A common stock (in shares) | 603 | 1,627 | 640 | 1,454 |
Shares subject to repurchase (in shares) | 6 | 0 | 6 | 0 |
Number of shares used for diluted EPS computation (in shares) | 2,528 | 2,420 | 2,504 | 1,884 |
Diluted EPS (in dollars per share) | $0.17 | ($0.02) | $0.39 | ($0.01) |
Class A Common Stock | Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Share based payment arrangements (in shares) | 33 | 0 | 21 | 0 |
Class A Common Stock | Employee Stock Options | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Share based payment arrangements (in shares) | 59 | 0 | 69 | 0 |
Class B Common Stock | ' | ' | ' | ' |
Numerator | ' | ' | ' | ' |
Net income (loss) | 105 | -40 | 260 | -8 |
Less: Net income attributable to participating securities | 1 | 0 | 2 | 0 |
Net income (loss) attributable to common stockholders | 104 | -40 | 258 | -8 |
Denominator | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 611 | 1,632 | 649 | 1,457 |
Less: Shares subject to repurchase (in shares) | 8 | 5 | 9 | 3 |
Number of shares used for basic EPS computation (in shares) | 603 | 1,627 | 640 | 1,454 |
Basic EPS (in dollars per share) | $0.17 | ($0.02) | $0.40 | ($0.01) |
Numerator | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders | 104 | -40 | 258 | -8 |
Reallocation of net income attributable to participating securities | 0 | 0 | 0 | 0 |
Reallocation of net income (loss) as a result of conversion of Class B to Class A common stock | 0 | 0 | 0 | 0 |
Reallocation of net income to Class B common stock | 13 | 0 | 29 | 0 |
Net income (loss) attributable to common stockholders for diluted EPS | $117 | ($40) | $287 | ($8) |
Denominator | ' | ' | ' | ' |
Number of shares used for basic EPS computation (in shares) | 603 | 1,627 | 640 | 1,454 |
Conversion of Class B to Class A common stock (in shares) | 0 | 0 | 0 | 0 |
Shares subject to repurchase (in shares) | 6 | 0 | 6 | 0 |
Number of shares used for diluted EPS computation (in shares) | 701 | 1,627 | 736 | 1,454 |
Diluted EPS (in dollars per share) | $0.17 | ($0.02) | $0.39 | ($0.01) |
Class B Common Stock | Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Share based payment arrangements (in shares) | 33 | 0 | 21 | 0 |
Class B Common Stock | Employee Stock Options | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Share based payment arrangements (in shares) | 59 | 0 | 69 | 0 |
Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | ' | 15 | ' |
Cash_and_Cash_Equivalents_and_2
Cash and Cash Equivalents, and Marketable Securities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | ||||
Cash and cash equivalents: | ' | ' | ' | ' |
Cash | $898 | $1,513 | ' | ' |
Total cash and cash equivalents | 3,100 | 2,384 | 2,478 | 1,512 |
Marketable securities: | ' | ' | ' | ' |
Total marketable securities | 6,228 | 7,242 | ' | ' |
Total cash, cash equivalents and marketable securities | 9,328 | 9,626 | ' | ' |
Cash Equivalents | ' | ' | ' | ' |
Cash and cash equivalents: | ' | ' | ' | ' |
Money market funds | 2,202 | 871 | ' | ' |
Marketable Securities | ' | ' | ' | ' |
Marketable securities: | ' | ' | ' | ' |
U.S. government securities | 4,157 | 5,165 | ' | ' |
U.S. government agency securities | $2,071 | $2,077 | ' | ' |
Cash_Cash_Equivalents_and_Mark
Cash, Cash Equivalents, and Marketable Securities - Contractual Maturities of Debt Securities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Cash and Cash Equivalents, and Marketable Securities [Abstract] | ' | ' |
Due in one year | $3,272 | ' |
Due in one to two years | 2,956 | ' |
Marketable securities | $6,228 | $7,242 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Total cash equivalents and marketable securities | $8,430 | $8,113 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Cash equivalents | 2,202 | 871 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | US Government Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 4,157 | 5,165 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | US Government Agency Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 2,071 | 2,077 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Total cash equivalents and marketable securities | 0 | 0 |
Derivative financial instrument | ' | 4 |
Significant Other Observable Inputs (Level 2) | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | US Government Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | US Government Agency Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Total cash equivalents and marketable securities | 0 | 0 |
Contingent consideration liability | ' | 4 |
Significant Unobservable Inputs (Level 3) | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) | US Government Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | US Government Agency Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 0 | 0 |
Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Total cash equivalents and marketable securities | 8,430 | 8,113 |
Contingent consideration liability | ' | 4 |
Derivative financial instrument | ' | 4 |
Estimate of Fair Value, Fair Value Disclosure | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Cash equivalents | 2,202 | 871 |
Estimate of Fair Value, Fair Value Disclosure | US Government Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | 4,157 | 5,165 |
Estimate of Fair Value, Fair Value Disclosure | US Government Agency Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Marketable securities | $2,071 | $2,077 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | $3,821 | $3,273 |
Less: accumulated depreciation | -1,136 | -882 |
Property and equipment, net | 2,685 | 2,391 |
Network equipment | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | 2,245 | 1,912 |
Land | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | 41 | 36 |
Buildings | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | 975 | 594 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | 198 | 194 |
Computer software, office equipment and other | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | 107 | 93 |
Construction in progress | ' | ' |
Property, Plant and Equipment | ' | ' |
Property and equipment, gross | $255 | $444 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Gross Carrying Amount | $1,063 | ' | $1,063 | ' | $911 |
Accumulated Amortization | -216 | ' | -216 | ' | -110 |
Net Carrying Amount | 847 | ' | 847 | ' | 801 |
Amortization expense | 37 | 31 | 106 | 44 | ' |
Goodwill | ' | ' | ' | ' | ' |
Goodwill beginning | ' | ' | 587 | ' | ' |
Goodwill acquired | ' | ' | 175 | ' | ' |
Goodwill ending | 762 | ' | 762 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' | ' | ' | ' |
The remainder of 2013 | 37 | ' | 37 | ' | ' |
2014 | 145 | ' | 145 | ' | ' |
2015 | 136 | ' | 136 | ' | ' |
2016 | 124 | ' | 124 | ' | ' |
2017 | 106 | ' | 106 | ' | ' |
2018 | 72 | ' | 72 | ' | ' |
Thereafter | 227 | ' | 227 | ' | ' |
Net Carrying Amount | 847 | ' | 847 | ' | 801 |
Acquired patents | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Gross Carrying Amount | 739 | ' | 739 | ' | 684 |
Accumulated Amortization | -120 | ' | -120 | ' | -53 |
Net Carrying Amount | 619 | ' | 619 | ' | 631 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' | ' | ' | ' |
Net Carrying Amount | 619 | ' | 619 | ' | 631 |
Acquired technology | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Gross Carrying Amount | 201 | ' | 201 | ' | 133 |
Accumulated Amortization | -55 | ' | -55 | ' | -32 |
Net Carrying Amount | 146 | ' | 146 | ' | 101 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' | ' | ' | ' |
Net Carrying Amount | 146 | ' | 146 | ' | 101 |
Tradename and other | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Gross Carrying Amount | 123 | ' | 123 | ' | 94 |
Accumulated Amortization | -41 | ' | -41 | ' | -25 |
Net Carrying Amount | 82 | ' | 82 | ' | 69 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' | ' | ' | ' |
Net Carrying Amount | $82 | ' | $82 | ' | $69 |
Minimum | Acquired patents | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '3 years | ' | ' |
Minimum | Acquired technology | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '2 years | ' | ' |
Minimum | Tradename and other | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '2 years | ' | ' |
Maximum | Acquired patents | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '18 years | ' | ' |
Maximum | Acquired technology | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '10 years | ' | ' |
Maximum | Tradename and other | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets Disclosure | ' | ' | ' | ' | ' |
Useful lives from date of acquisitions | ' | ' | '10 years | ' | ' |
Longterm_Debt_Borrowings_Detai
Long-term Debt - Borrowings (Details) (USD $) | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | |
Unsecured debt | Revolving Credit Facility | Revolving Credit Facility | |||
Amended and Restated Term Loan | Unsecured Five Year Revolving Credit Facility 2012 | Senior Unsecured Five Year Revolving Credit Facility Twenty Thirteen [Member] [Domain] | |||
Debt Instrument | ' | ' | ' | ' | ' |
Repayments of long-term debt | $1,500,000,000 | $0 | $1,500,000,000 | ' | ' |
Term loan facility, term period | ' | ' | '3 years | '5 years | '5 years |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | 5,000,000,000 | 6,500,000,000 |
Debt instrument, interest rate during period | ' | ' | ' | ' | 'LIBOR |
Basis spread on variable rate | ' | ' | ' | ' | 1.00% |
Line of credit facility, unused capacity, commitment fee percentage | ' | ' | ' | ' | 0.10% |
Line of credit facility, amount outstanding | $0 | ' | ' | ' | ' |
Longterm_Debt_Derivative_Detai
Long-term Debt - Derivative (Details) (Interest Rate Swap, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative | ' |
Derivative, description of variable rate basis | 'one-month LIBOR |
Amended and Restated Term Loan | Cash Flow Hedging | ' |
Derivative | ' |
Notional amount of interest rate derivatives | 1,500,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Leases [Abstract] | ' | ' | ' | ' |
Capital lease agreement period | ' | ' | '3 years | ' |
Lease abandonment expense | $43 | ' | $108 | $7 |
Operating lease expense | $28 | $50 | $101 | $151 |
Minimum | ' | ' | ' | ' |
Leases [Abstract] | ' | ' | ' | ' |
Interest rate | 1.00% | ' | 1.00% | ' |
Expiration date of lease | ' | ' | '2013 | ' |
Maximum | ' | ' | ' | ' |
Leases [Abstract] | ' | ' | ' | ' |
Interest rate | 13.00% | ' | 13.00% | ' |
Expiration date of lease | ' | ' | '2027 | ' |
Buildings | ' | ' | ' | ' |
Leases [Abstract] | ' | ' | ' | ' |
Capital lease agreement period | ' | ' | '15 years | ' |
Stockholders_Equity_Sharebased
Stockholders' Equity - Share-based Compensation Plans (Detail) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 30, 2005 | Sep. 30, 2013 |
plan | 2012 Plan | 2012 Plan | 2012 Plan | 2005 Officer's Stock Plan | 2005 Officer's Stock Plan | |
Minimum | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' | ' | ' |
Share-based employee compensation plans, number | 3 | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, expiration period | ' | '10 years | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, expiration period for plan | ' | '10 years | ' | ' | ' | ' |
2012 equity incentive plan shares authorized | ' | 25,000,000 | ' | ' | ' | ' |
Shares reserved for issuance increase date range | ' | ' | 1-Jan-13 | 1-Jan-22 | ' | ' |
Non statutory stock option issued to CEO to purchase shares of Class B common stock | ' | ' | ' | ' | 120,000,000 | ' |
Options exercisable and fully vested | ' | ' | ' | ' | ' | 60,000,000 |
Stockholders_Equity_Stock_Opti
Stockholders' Equity - Stock Option Activity (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Millions, except Share data in Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | ||
Aggregate Intrinsic Value | ' | ' | ||
Common stock, closing share price | $50.23 | ' | ||
Stock Option | ' | ' | ||
Number of Shares | ' | ' | ||
Beginning balance | 122,821 | ' | ||
Stock options exercised | -38,293 | ' | ||
Stock options forfeited/cancelled | -216 | ' | ||
Ending balance | 84,312 | 122,821 | ||
Stock options vested and expected to vest as of period end | 84,287 | ' | ||
Stock options exercisable as of period end | 78,593 | ' | ||
Weighted Average Exercise Price | ' | ' | ||
Beginning Balance (in dollars per share) | $0.85 | ' | ||
Stock options exercised (in dollars per share) | $0.54 | ' | ||
Stock options forfeited/cancelled (in dollars per share) | $1.85 | ' | ||
Ending Balance (in dollars per share) | $0.99 | $0.85 | ||
Stock options vested and expected to vest as of period end (in dollars per share) | $0.99 | ' | ||
Stock options exercisable as of period end (in dollars per share) | $0.37 | ' | ||
Weighted- Average Remaining Contractual Term | ' | ' | ||
Weighted- Average Remaining Contractual Term | '2 years 10 months 20 days | '3 years 9 months 15 days | ||
Stock options vested and expected to vest as of period end | '2 years 10 months 20 days | ' | ||
Stock options exercisable as of period end | '2 years 7 months 12 days | ' | ||
Aggregate Intrinsic Value | ' | ' | ||
Aggregate Intrinsic Value | $4,152 | [1] | $3,166 | [1] |
Stock options vested and expected to vest as of period end | 4,151 | [1] | ' | |
Stock options exercisable as of period end | $3,920 | [1] | ' | |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing price of our Class A common stock of $50.23 on SeptemberB 30, 2013. |
Stockholders_Equity_Stock_Opti1
Stockholders' Equity - Stock Options Additional Disclosures (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Equity [Abstract] | ' | ' | ' | ' |
Aggregate intrinsic value of the options exercised | $586 | $10 | $1,170 | $2,990 |
Stockholders_Equity_Restricted
Stockholders' Equity - Restricted Stock Units (Details) (Restricted Stock Units (RSUs), USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Restricted Stock Units (RSUs) | ' |
Outstanding RSUs | ' |
Non-vested at beginning of period (in shares) | 113,044 |
Granted (in shares) | 49,048 |
Vested (in shares) | -39,523 |
Forfeited (in shares) | -11,375 |
Non-vested at end of period (in shares) | 111,194 |
Weighted Average Grant Date Fair Value | ' |
Non-vested at beginning of period | $21.38 |
Granted | $28.14 |
Vested | $16.37 |
Forfeited | $24.11 |
Non-vested at end of period | $25.87 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Award Disclosures (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Future period share-based compensation expense | $2,850 |
Future period share-based compensation expense period of recognition | '3 years |
Restricted shares and stock options | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Future period share-based compensation expense | 320 |
Restricted Stock Units (RSUs) | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Future period share-based compensation expense | $2,530 |
Income_Taxes_Detail
Income Taxes (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Unrecognized tax benefits | $751 | $164 |
Unrecognized tax benefits that would impact effective tax rate | $450 | ' |
Geographical_Information_Reven
Geographical Information - Revenue (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Revenue by Geographical Area | ' | ' | ' | ' | ||||
Revenue | $2,016 | $1,262 | $5,286 | $3,504 | ||||
United States | ' | ' | ' | ' | ||||
Revenue by Geographical Area | ' | ' | ' | ' | ||||
Revenue | 940 | 665 | 2,438 | 1,789 | ||||
Rest of the World | ' | ' | ' | ' | ||||
Revenue by Geographical Area | ' | ' | ' | ' | ||||
Revenue | $1,076 | [1] | $597 | [1] | $2,848 | [1] | $1,715 | [1] |
[1] | No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented |
Geographical_Information_LongL
Geographical Information - Long-Lived Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Millions, unless otherwise specified | ||||
Long-Lived Assets by Geographical Area | ' | ' | ||
Property and equipment, net | $2,685 | $2,391 | ||
United States | ' | ' | ||
Long-Lived Assets by Geographical Area | ' | ' | ||
Property and equipment, net | 2,206 | 2,110 | ||
SWEDEN | ' | ' | ||
Long-Lived Assets by Geographical Area | ' | ' | ||
Property and equipment, net | 395 | 220 | ||
Rest of the World | ' | ' | ||
Long-Lived Assets by Geographical Area | ' | ' | ||
Property and equipment, net | $84 | [1] | $61 | [1] |
[1] | No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented |