Document and Entity Information (USD $)

12 Months Ended

Dec. 31, 2013

Jun. 28, 2013

Jan. 28, 2014

Class A Common Stock

Jan. 28, 2014

Class B Common Stock

Document Information

Document Type

10-K

Amendment Flag

false

Document Period End Date

Dec. 31, 2013

Document Fiscal Year Focus

2013

Document Fiscal Period Focus

FY

Trading Symbol

FB

Entity Registrant Name

FACEBOOK INC

Entity Central Index Key

0001326801

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Entity Common Stock, Shares Outstanding

1,975,722,473

574,020,314

Entity Public Float

$ 49,067,097,971

Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

CONSOLIDATED BALANCE SHEETS (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Current assets:

Cash and cash equivalents

$ 3,323

$ 2,384

Marketable securities

8,126

7,242

Accounts receivable, net of allowances for doubtful accounts of $38 and $22 as of December 31, 2013 and December 31, 2012, respectively

1,109

719

Income tax refundable

51

451

Prepaid expenses and other current assets

461

471

Total current assets

13,070

11,267

Property and equipment, net

2,882

2,391

Goodwill and intangible assets, net

1,722

1,388

Other assets

221

57

Total assets

17,895

15,103

Current liabilities:

Accounts payable

87

65

Developer partners payable

181

169

Accrued expenses and other current liabilities

555

423

Deferred revenue and deposits

38

30

Current portion of capital lease obligations

239

365

Total current liabilities

1,100

1,052

Capital lease obligations, less current portion

237

491

Long-term debt

0

1,500

Other liabilities

1,088

305

Total liabilities

2,425

3,348

Commitments and contingencies

Stockholders' equity:

Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 1,970 million and 1,671 million shares issued and outstanding, including 6 million and 2 million outstanding shares subject to repurchase as of December 31, 2013 and December 31, 2012, respectively; 4,141 million Class B shares authorized, 577 million and 701 million shares issued and outstanding, including 6 million and 11 million outstanding shares subject to repurchase as of December 31, 2013 and December 31, 2012, respectively

0

Additional paid-in capital

12,297

10,094

Accumulated other comprehensive income

14

2

Retained earnings

3,159

1,659

Total stockholders' equity

15,470

11,755

Total liabilities and stockholders' equity

$ 17,895

$ 15,103

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Millions, except Share data, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Current assets:

Accounts receivable, allowances for doubtful accounts

$ 38

$ 22

Stockholders' equity:

Common stock, par value (in dollars per share)

$ 0.000006

Class A Common Stock

Stockholders' equity:

Common stock, par value (in dollars per share)

$ 0.000006

Common stock, shares authorized

5,000,000,000

Common stock, shares, issued

1,969,996,533

1,671,000,000

Common stock, shares outstanding

1,969,996,533

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, par value (in dollars per share)

$ 0.000006

Common stock, shares authorized

4,141,000,000

Common stock, shares, issued

576,587,559

701,000,000

Common stock, shares outstanding

576,587,559

701,000,000

Common stock, outstanding shares subject to repurchase

6,000,000

11,000,000

CONSOLIDATED STATEMENTS OF INCOME (USD $)

In Millions, except Per Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Revenue

$ 7,872

$ 5,089

$ 3,711

Costs and expenses:

Cost of revenue

1,875

1,364

860

Research and development

1,415

1,399

388

Marketing and sales

997

896

393

General and administrative

781

892

314

Total costs and expenses

5,068

4,551

1,955

Income from operations

2,804

538

1,756

Interest and other income (expense), net:

Interest expense

(56)

(51)

(42)

Other income (expense), net

6

7

(19)

Income before provision for income taxes

2,754

494

1,695

Provision for income taxes

1,254

441

695

Net income

1,500

53

1,000

Less: Net income attributable to participating securities

9

21

332

Net income attributable to Class A and Class B common stockholders

1,491

32

668

Earnings per share attributable to Class A and Class B common stockholders:

Basic (in dollars per share)

$ 0.62

$ 0.02

$ 0.52

Diluted (in dollars per share)

$ 0.60

$ 0.01

$ 0.46

Weighted average shares used to compute earnings per share attributable to Class A and Class B common stockholders:

Basic (in shares)

2,420

2,006

1,294

Diluted (in shares)

2,517

2,166

1,508

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

906

1,572

217

Cost of revenue

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

42

88

9

Research and development

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

604

843

114

Marketing and sales

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

133

306

37

General and administrative

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

$ 127

$ 335

$ 57

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Statement of Comprehensive Income [Abstract]

Net income

$ 1,500

$ 53

$ 1,000

Other comprehensive income (loss):

Change in foreign currency translation adjustment

11

9

0

Change in unrealized gain/loss on available-for-sale investments, net of tax

(1)

1

0

Change in unrealized gain/loss on derivative, net of tax

2

(2)

0

Comprehensive income

$ 1,512

$ 61

$ 1,000

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)

In Millions, except Share data, unless otherwise specified

Total

Convertible Preferred Stock

Series B - C Preferred Stock

Convertible Preferred Stock

Series A - E Preferred Stock

Class A and Class B Common Stock

Series B - C Preferred Stock

Class A and Class B Common Stock

Series A - E Preferred Stock

Additional Paid-In Capital

Series B - C Preferred Stock

Additional Paid-In Capital

Series A - E Preferred Stock

Accumulated Other Comprehensive (Loss) Income

Retained Earnings

Total Stockholders' Equity

Series B - C Preferred Stock

Total Stockholders' Equity

Series A - E Preferred Stock

Common stock, value, outstanding beginning at Dec. 31, 2010

$ 0

Convertible preferred stock, value, outstanding beginning at Dec. 31, 2010

615

Total Stockholders' Equity, beginning at Dec. 31, 2010

947

(6)

606

2,162

Convertible preferred stock, shares, outstanding beginning at Dec. 31, 2010

541,000,000

Common stock, shares outstanding beginning at Dec. 31, 2010

1,172,000,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock, net of issuance costs, shares

48,000,000

Issuance of common stock, net of issuance costs, value

0

998

Issuance of common stock for cash upon exercise of stock options, shares

102,000,000

Issuance of common stock for cash upon exercise of stock options, value

0

28

Issuance of common stock related to nonemployees for past services, shares

0

Issuance of common stock related to nonemployees for past services, value

0

3

Issuance of common stock related to acquisitions, shares

2,000,000

Issuance of common stock related to acquisitions, value

0

58

Exercise of stock warrants, shares

8,000,000

Exercise of stock warrants, value

0

Conversion of stock into common stock

(6,000,000)

Conversion of stock, amount converted

0

Conversion of stock, shares

6,000,000

Conversion of stock, value

0

Share-based compensation, related to employee share-based awards

217

Tax benefit from share-based award activity

433

Net income

1,000

Common stock, value, outstanding ending at Dec. 31, 2011

0

Convertible preferred stock, value, outstanding ending at Dec. 31, 2011

615

Total Stockholders' Equity, ending at Dec. 31, 2011

2,684

(6)

1,606

4,899

Convertible preferred stock, shares, outstanding ending at Dec. 31, 2011

543,000,000

Common stock, shares outstanding ending at Dec. 31, 2011

1,330,000,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock, net of issuance costs, shares

180,000,000

Issuance of common stock, net of issuance costs, value

0

6,760

Issuance of common stock for cash upon exercise of stock options, shares

135,000,000

Issuance of common stock for cash upon exercise of stock options, value

0

17

Issuance of common stock related to nonemployees for past services, shares

0

Issuance of common stock related to nonemployees for past services, value

0

1

Issuance of common stock related to acquisitions, shares

26,000,000

Issuance of common stock related to acquisitions, value

0

274

Issuance of common stock for settlement of restricted stock units (RSUs)

279,000,000

0

Shares withheld related to net share settlement of RSUs, shares

(123,000,000)

Shares withheld related to net share settlement of RSUs, value

(2,862)

Conversion of stock into common stock

(543,000,000)

Conversion of stock, amount converted

(615)

Conversion of stock, shares

545,000,000

Conversion of stock, value

0

615

0

Share-based compensation, related to employee share-based awards

1,572

Tax benefit from share-based award activity

1,033

Other comprehensive income

8

Net income

53

Common stock, value, outstanding ending at Dec. 31, 2012

0

Convertible preferred stock, value, outstanding ending at Dec. 31, 2012

0

Total Stockholders' Equity, ending at Dec. 31, 2012

11,755

10,094

2

1,659

11,755

Convertible preferred stock, shares, outstanding ending at Dec. 31, 2012

0

Common stock, shares outstanding ending at Dec. 31, 2012

2,372,000,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock, net of issuance costs, shares

27,000,000

Issuance of common stock, net of issuance costs, value

0

1,478

Issuance of common stock for cash upon exercise of stock options, shares

101,000,000

Issuance of common stock for cash upon exercise of stock options, value

0

26

Issuance of common stock related to nonemployees for past services, shares

0

Issuance of common stock related to nonemployees for past services, value

0

3

Issuance of common stock related to acquisitions, shares

9,000,000

Issuance of common stock related to acquisitions, value

0

77

Issuance of common stock for settlement of restricted stock units (RSUs)

65,000,000

0

Shares withheld related to net share settlement of RSUs, shares

(27,000,000)

Shares withheld related to net share settlement of RSUs, value

(889)

Share-based compensation, related to employee share-based awards

906

Tax benefit from share-based award activity

602

Other comprehensive income

12

Net income

1,500

Common stock, value, outstanding ending at Dec. 31, 2013

0

Convertible preferred stock, value, outstanding ending at Dec. 31, 2013

0

Total Stockholders' Equity, ending at Dec. 31, 2013

$ 15,470

$ 12,297

$ 14

$ 3,159

$ 15,470

Convertible preferred stock, shares, outstanding ending at Dec. 31, 2013

0

Common stock, shares outstanding ending at Dec. 31, 2013

2,547,000,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Cash flows from operating activities

Net income

$ 1,500

$ 53

$ 1,000

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,011

649

323

Lease abandonment expense

117

8

0

Loss on disposal or write-off of equipment

56

15

4

Share-based compensation

906

1,572

217

Deferred income taxes

(37)

(186)

(30)

Tax benefit from share-based award activity

602

1,033

433

Excess tax benefit from share-based award activity

(609)

(1,033)

(433)

Changes in assets and liabilities:

Accounts receivable

(378)

(170)

(174)

Income tax refundable

400

(451)

0

Prepaid expenses and other current assets

(45)

(14)

(24)

Other assets

(142)

2

(5)

Accounts payable

26

1

6

Developer partners payable

12

(2)

96

Accrued expenses and other current liabilities

(38)

152

37

Deferred revenue and deposits

8

(60)

49

Other liabilities

833

43

50

Net cash provided by operating activities

4,222

1,612

1,549

Cash flows from investing activities

Purchases of property and equipment

(1,362)

(1,235)

(606)

Purchases of marketable securities

(7,433)

(10,307)

(3,025)

Sales of marketable securities

2,988

2,100

113

Maturities of marketable securities

3,563

3,333

516

Investments in non-marketable equity securities

(1)

(2)

(3)

Acquisitions of businesses, net of cash acquired, and purchases of intangible assets

(368)

(911)

(24)

Change in restricted cash and deposits

(11)

(2)

6

Net cash used in investing activities

(2,624)

(7,024)

(3,023)

Cash flows from financing activities

Net proceeds from issuance of common stock

1,478

6,760

998

Taxes paid related to net share settlement of equity awards

(889)

(2,862)

0

Proceeds from exercise of stock options

26

17

28

Proceeds from long-term debt, net of issuance cost

0

1,496

0

Repayment of long-term debt

(1,500)

0

(250)

Proceeds from sale and lease-back transactions

0

205

170

Principal payments on capital lease obligations

(391)

(366)

(181)

Excess tax benefit from share-based award activity

609

1,033

433

Net cash (used in) provided by financing activities

(667)

6,283

1,198

Effect of exchange rate changes on cash and cash equivalents

8

1

3

Net increase (decrease) in cash and cash equivalents

939

872

(273)

Cash and cash equivalents at beginning of period

2,384

1,512

1,785

Cash and cash equivalents at end of period

3,323

2,384

1,512

Cash paid during the period for:

Interest

38

28

Income taxes

82

184

197

Cash received during the period for:

Refund of income taxes

421

131

0

Non-cash investing and financing activities:

Fair value of shares issued related to acquisitions of businesses and other assets

77

274

58

Net change in accounts payable and accrued expenses and other current liabilities

Non-cash investing and financing activities:

Property and equipment incurred but not yet paid

53

(40)

135

Capital lease obligations

Non-cash investing and financing activities:

Property and equipment incurred but not yet paid

$ 11

$ 340

$ 473

Summary of Significant Accounting Policies


	Summary of Significant Accounting Policies

Organization and Description of Business

Facebook was incorporated in Delaware in July 2004. Our mission is to give people the power to share and make the world more open and connected. We build products that support our mission by providing value to Facebook users, marketers, and developers. We generate substantially all of our revenue from advertising and from fees associated with our Payments infrastructure that enables users to purchase virtual and digital goods from developers with applications on the Facebook website.

Basis of Presentation

We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the 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 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 consolidated statements of cash flows to conform to our current year presentation.

Revenue Recognition

We generate substantially all of our revenue from advertising and payment processing fees. We recognize revenue once all of the following criteria have been met:


•	persuasive evidence of an arrangement exists;


•	delivery of our obligations to our customer has occurred;


•	the price is fixed or determinable; and


•	collectability of the related receivable is reasonably assured.

Revenue for the years ended December 31, 2013, 2012, and 2011 consists of the following (in millions):



	Year Ended December 31,
	2013		2012		2011
Advertising	$	6,986	$	4,279	$	3,154
Payments and other fees	886		810		557
Total revenue	$	7,872	$	5,089	$	3,711

Advertising

Advertising revenue is generated by displaying ad products on the Facebook website or mobile application and third-party affiliated websites or mobile applications. The arrangements are evidenced by either online acceptance of terms and conditions or contracts that stipulate the types of advertising to be delivered, the timing and the pricing. Marketers pay for ad products either directly or through their relationships with advertising agencies, based on the number of clicks made by our users, the number of actions taken by our users or the number of impressions delivered. The typical term of an advertising arrangement is approximately 30 days with billing generally occurring after the delivery of the advertisement.

We recognize revenue from the delivery of click-based ads in the period in which a user clicks on the content, and action-based ads in the period in which a user takes the action the marketer contracted for. We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users.

Payments and Other Fees

We enable Payments from our users to purchase virtual and digital goods from our developers with applications on the Facebook website. Our users can transact and make payments on the Facebook website by using debit cards and credit cards, PayPal, mobile phone payments, gift cards or other methods.

When a user engages in a payment transaction for the purchase of a virtual or digital good from a developer, we remit to the developer an amount that is based on the total amount of the transaction less the processing fee that we charge the developer. The price of the purchase is an amount that is solely determined by the developer. Our revenue is the net amount of the transaction, representing our processing fee for the service performed. We record revenue on a net basis as we do not consider ourselves to be the principal in the sale of the virtual or digital good to the user.

Our Payments terms and conditions provide for a 30-day claim period subsequent to a Payments transaction during which the customer may dispute the virtual or digital goods transaction. Due to lack of historical transactional information, through the third quarter of 2012, we deferred recognition of Payments revenue until the expiration of the claim period as we were unable to make reasonable and reliable estimates of future refunds or chargebacks arising during this period. Beginning in the fourth quarter of 2012, we had 24 months of historical transactional information which enabled us to estimate future refunds and chargebacks. Accordingly, commencing in the fourth quarter of 2012, we record all Payments revenues at the time of the purchase of the related virtual or digital goods, net of estimated refunds or chargebacks. This change resulted in a one-time increase in Payments revenue in the fourth quarter of 2012 of approximately $66 million as we recognized revenue from four months of transactions.

Other fees, which includes user Promoted Posts and our ad serving and measurement products, were not material in all periods presented in our financial statements.

Revenue is recognized net of applicable sales and other taxes.

Cost of Revenue

Our cost of revenue consists primarily of expenses associated with the delivery and distribution of our products. These include expenses related to the operation of our data centers such as facility and server equipment depreciation, facility and server equipment rent expense, energy and bandwidth costs, support and maintenance costs, and salaries, benefits and share-based compensation for certain personnel on our operations teams. Cost of revenue also includes credit card and other transaction fees related to processing customer transactions.

Share-based Compensation

We account for share-based employee compensation plans under the fair value recognition and measurement provisions of GAAP. Those provisions require all share-based payments to employees, including grants of stock options and RSUs, to be measured based on the grant-date fair value of the awards, with the resulting expense generally recognized in our consolidated statements of income over the period during which the employee is required to perform service in exchange for the award.

Prior to January 1, 2011, we granted RSUs (Pre-2011 RSUs) under our 2005 Stock Plan to our employees and members of our board of directors that vested upon the satisfaction of both a service condition and a liquidity condition. The service condition for the majority of these awards is satisfied over four years. The liquidity condition was satisfied six months after our initial public offering (IPO) in May 2012. The vesting condition that was satisfied six months following our IPO did not affect the expense attribution period for the RSUs for which the service condition had been met as of the date of our IPO. This six-month period was not a substantive service condition and, accordingly, beginning on the effectiveness of our IPO in May 2012, we began recognizing share-based compensation expense for the portion of the RSUs that had met the service condition, following the accelerated attribution method (net of estimated forfeitures).

RSUs granted on or after January 1, 2011 (Post-2011 RSUs) under our 2005 Stock Plan or 2012 Equity Incentive Plan (2012 Plan) are not subject to a liquidity condition in order to vest, and compensation expense related to these grants is based on the grant date fair value of the RSUs and is recognized on a straight-line basis over the applicable service period. The majority of Post-2011 RSUs are earned over a service period of four to five years.

Share-based compensation expense is recorded net of estimated forfeitures in our consolidated statements of income and as such, only those share-based awards that we expect to vest are recorded. We estimate the forfeiture rate based on historical forfeitures of equity awards and adjust the rate to reflect changes in facts and circumstances, if any. We will revise our estimated forfeiture rate if actual forfeitures differ from our initial estimates.

We have historically issued unvested restricted shares to employee stockholders of certain acquired companies. As these awards are generally subject to continued post-acquisition employment, we have accounted for them as post-acquisition share-based compensation expense. We recognize compensation expense equal to the grant date fair value of the common stock on a straight-line basis over the employee's required service period.

During the years ended December 31, 2013, 2012, and 2011, we realized tax benefits from share-based award activity of $602 million, $1.03 billion, and $433 million, respectively. These amounts reflect the extent that the total reduction to our income tax liability from share-based award activity was greater than the amount of the deferred tax assets that we had previously recorded in anticipation of these benefits. These amounts are the aggregate of the individual transactions in which the reduction to our income tax liability was greater than the deferred tax assets that we recorded, reduced by any individual transactions in which the reduction to our income tax liability was less than the deferred tax assets that were recorded. These net amounts were recorded as an adjustment to stockholders' equity in each period, as an increase to cash flows from operating activities, and were not recognized in our consolidated statements of income.

In addition, we reported excess tax benefits that decreased our cash flows from operating activities and increased our cash flows from financing activities for the years ended December 31, 2013, 2012, and 2011, by $609 million, $1.03 billion, and $433 million, respectively. The amounts of these excess tax benefits reflect the total of the individual transactions in which the reduction to our income tax liability was greater than the deferred tax assets that were recorded, but were not reduced by any of the individual transactions in which the reduction to our income tax liability was less than the deferred tax assets that were recorded.

Income Taxes

We recognize income taxes under the asset and liability method. We recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate, as well as the related net interest and penalties.

Advertising Expense

Advertising costs are expensed when incurred and are included in marketing and sales expenses in the accompanying consolidated statements of income. We incurred advertising expenses of $117 million, $67 million, and $28 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents primarily consist of cash on deposit with banks and investments in money market funds, and U.S. government and U.S. government agency securities with maturities of 90 days or less from the date of purchase.

We hold investments in marketable securities, consisting of U.S. government and U.S. government agency securities. We classify our marketable securities as available-for-sale investments in our current assets because they represent investments of cash available for current operations. Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income/(loss) in stockholders' equity. Unrealized losses are charged against other income (expense), net when a decline in fair value is determined to be other-than-temporary. We have not recorded any such impairment charge in the periods presented. We determine realized gains or losses on sale of marketable securities on a specific identification method, and record such gains or losses as other income (expense), net.

We classify certain restricted cash balances within prepaid expenses and other current assets and other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.

Our valuation techniques used to measure the fair value of money market funds and marketable debt securities were derived from quoted prices in active markets for identical assets or liabilities and our valuation technique used to measure the fair value of our derivative instrument was based on a model-driven valuation using significant inputs derived from or corroborated by observable market data.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates for the allowance for doubtful accounts based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers' ability to pay.

Property and Equipment

Property and equipment, which includes amounts recorded under capital leases, are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, in the case of a capital lease, whichever is shorter.

The estimated useful lives of property and equipment are described below:



Property and Equipment		Useful Life
Network equipment		Three to five years
Buildings		15 to 20 years
Computer software, office equipment and other		Three to five years
Leased equipment and leasehold improvements		Lesser of estimated useful life or remaining lease term

Land and assets held within construction in progress are not depreciated. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for their intended use.

The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in income from operations.

Lease Obligations

We lease office space, data centers, and equipment under non-cancelable capital and operating leases with various expiration dates through 2029. Certain of the operating lease agreements contain rent holidays, rent escalation provisions, and purchase options. Rent holidays and rent escalation provisions are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

Loss Contingencies

We are involved in various lawsuits, claims, investigations and proceedings that arise in the ordinary course of business. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

We evaluate the recoverability of property and equipment and amortizable intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented.

We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If we determine that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. As of December 31, 2013, no impairment of goodwill has been identified.

Acquired amortizable intangible assets, which are included in goodwill and intangible assets, net, are amortized on a straight-line basis over the estimated useful lives of the assets. The estimated remaining useful lives for intangible assets range from less than one year to 16 years.

In addition to the recoverability assessment, we routinely review the remaining estimated useful lives of property and equipment and amortizable intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.

Deferred Revenue and Deposits

Deferred revenue consists of billings in advance of revenue recognition. Deposits relate to unused virtual currency held by our users. Once this virtual currency is utilized by a user, approximately 70% of this amount would then be payable to the developer and the balance would be recognized as revenue.

Deferred revenue and deposits consists of the following (in millions):



	December 31,
	2013		2012
Deferred revenue	$	13	$	8
Deposits	25		22
Total deferred revenue and deposits	$	38	$	30

Foreign Currency

Generally the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders' equity. Net losses resulting from foreign exchange transactions were $14 million, $9 million, and $29 million for the years ended December 31, 2013, 2012, and 2011, respectively. These losses were recorded as other income (expense), net on our consolidated statements of income.

Credit Risk and Concentration

Financial instruments owned by the company that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, accounts receivable, and derivative instruments. Cash equivalents consist of short-term money market funds and U.S. government and U.S. government agency securities, which are managed by reputable financial institutions. Marketable securities consist of investments in U.S. government and U.S. government agency securities. Our investment policy limits investment instruments to U.S. government and U.S. government agency securities with the main objective of preserving capital and maintaining liquidity.

Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 46%, 51%, and 56% of our revenue for the years ended December 31, 2013, 2012, and 2011, respectively, from marketers and developers based in the United States, with the majority of revenue outside of the United States coming from customers located in western Europe, Canada, Australia, and Brazil.

We perform ongoing credit evaluations of our customers, and generally do not require collateral. We maintain an allowance for estimated credit losses. During the years ended December 31, 2013, 2012, and 2011, our bad debt expenses were $21 million, $9 million, and $8 million, respectively. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.

No customer represented 10% or more of total revenue during the years ended December 31, 2013 and 2012 and one customer represented 12% of total revenue for the year ended December 31, 2011.

Segments

Our chief operating decision-maker is our Chief Executive Officer who reviews financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have a single reporting segment and operating unit structure.

Recently Issued and Adopted Accounting Pronouncement

Comprehensive Income

In February 2013, the FASB issued 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 consolidated financial statements.

Acquisitions

During the year ended December 31, 2013, we completed several business acquisitions for total consideration of $363 million, consisting of approximately $285 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.

Pro forma results of operations related to our acquisitions during the year ended December 31, 2013 have not been presented because they are not material to our consolidated statements of income, either individually or in the aggregate.

The following table summarizes the allocation of estimated fair values of the net assets acquired during the year ended December 31, 2013, including the related estimated useful lives, where applicable:



	(in millions)			Useful lives (in years)
Amortizable intangible assets:
Acquired technology	$	94		3 - 7
Tradename and other	41			2 - 10
Net liabilities assumed	(3		)
Deferred tax liabilities	(21		)
Net assets acquired	$	111
Goodwill	252
Total fair value considerations	$	363

Goodwill generated from all business acquisitions completed during the year ended December 31, 2013 is primarily attributable to expected synergies from future growth and potential monetization opportunities and $130 million of this goodwill is deductible for tax purposes.

During the year ended December 31, 2013, we also acquired $92 million of patents and other intangible assets. Patents acquired during the year ended December 31, 2013 have estimated useful lives ranging from six to 15 years from the dates of acquisition.

Earnings per Share

We compute earnings 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 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. Basic EPS is computed by dividing net income 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 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 attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding.

Dilutive securities in our diluted EPS calculation for the year ended December 31, 2011 do not include Pre-2011 RSUs. Vesting of these RSUs is dependent upon the satisfaction of both a service condition and a liquidity condition. The liquidity condition is satisfied upon the occurrence of a qualifying event, defined as a change of control transaction or six months following the completion of our IPO. Our IPO did not occur until May 2012. Therefore, prior to this date the holders of these RSUs had no rights in our undistributed earnings and accordingly, they are excluded from the effect of basic and dilutive securities. However, subsequent to the completion of our IPO in May 2012, these RSUs are included in our basic and diluted EPS calculation. 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 also excluded 1 million, 15 million, and 3 million Post-2011 RSUs for the years ended December 31, 2013, 2012, and 2011, respectively, because the impact would be 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 are calculated as follows (in millions, except per share amounts):



	Year Ended December 31,
	2013				2012				2011
	Class A		Class B		Class A		Class B		Class A		Class B
Basic EPS:
Numerator
Net income	$	1,114	$	386	$	18	$	35	$	85	$	915
Less: Net income attributable to participating securities	7		2		7		14		28		304
Net income attributable to common stockholders	$	1,107	$	384	$	11	$	21	$	57	$	611
Denominator
Weighted average shares outstanding	1,803		631		668		1,344		110		1,189
Less: Shares subject to repurchase	5		9		1		5		—		5
Number of shares used for basic EPS computation	1,798		622		667		1,339		110		1,184
Basic EPS	$	0.62	$	0.62	$	0.02	$	0.02	$	0.52	$	0.52
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	1,107	$	384	$	11	$	21	$	57	$	611
Reallocation of net income attributable to participating securities	9		—		—		—		31		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	384		—		21		—		611		—
Reallocation of net income to Class B common stock	—		39		—		1		—		37
Net income attributable to common stockholders for diluted EPS	$	1,500	$	423	$	32	$	22	$	699	$	648
Denominator
Number of shares used for basic EPS computation	1,798		622		667		1,339		110		1,184
Conversion of Class B to Class A common stock	622		—		1,339		—		1,184		—
Weighted average effect of dilutive securities:
Employee stock options	65		65		134		134		204		204
RSUs	25		15		23		23		5		5
Shares subject to repurchase	7		7		3		3		3		3
Warrants	—		—		—		—		2		2
Number of shares used for diluted EPS computation	2,517		709		2,166		1,499		1,508		1,398
Diluted EPS	$	0.60	$	0.60	$	0.01	$	0.01	$	0.46	$	0.46

Cash and Cash Equivalents, and Marketable Securities

The following table sets forth the cash, cash equivalents and marketable securities for the periods presented (in millions):



	December 31,
	2013		2012
Cash and cash equivalents:
Cash	$	1,044	$	1,513
Money market funds	2,279		871
Total cash and cash equivalents	3,323		2,384
Marketable securities:
U.S. government securities	5,687		5,165
U.S. government agency securities	2,439		2,077
Total marketable securities	8,126		7,242
Total cash, cash equivalents and marketable securities	$	11,449	$	9,626

The gross unrealized gains or losses on our marketable securities as of December 31, 2013 and 2012 were not significant. In addition, there were no securities in a continuous loss position for 12 months or longer as of December 31, 2013 and 2012.

The following table classifies our marketable securities by contractual maturities (in millions):



	December 31,
	2013		2012
Due in one year	$	4,704	$	4,815
Due in one to two years	3,422		2,427
Total	$	8,126	$	7,242

Fair Value Measurements


	Fair Value Measurement

The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in millions):



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,279	$	2,279	$	—	$	—
Marketable securities:
U.S. government securities	5,687		5,687		—		—
U.S. government agency securities	2,439		2,439		—		—
Total cash equivalents and marketable securities	$	10,405	$	10,405	$	—	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3
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	$	—

Our Level 2 derivative financial instrument as of December 31, 2012 represented our interest rate swap agreement which was valued based on a valuation model using significant inputs derived from or corroborated by observable market data. In August 2013, we terminated our Level 2 derivative financial instrument related to our interest rate swap agreement. See Note 9 in these notes to the consolidated financial statements for additional information with respect to the termination of our interest swap agreement.

We estimated the fair value of our Level 3 contingent consideration liability as of December 31, 2012 based on the probability assessment of an earn-out criteria. In developing these estimates, we considered factors not observed in the market and thus this represented a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value. In August 2013, we settled our Level 3 contingent consideration liability.

Property and Equipment


	Property and Equipment

Property and equipment consists of the following (in millions):



	December 31,
	2013			2012
Network equipment	$	2,351		$	1,912
Land	45			36
Buildings	1,071			594
Leasehold improvements	203			194
Computer software, office equipment and other	95			93
Construction in progress	377			444
Total	4,142			3,273
Less: Accumulated depreciation	(1,260		)	(882		)
Property and equipment, net	$	2,882		$	2,391

Depreciation expense on property and equipment was $857 million, $566 million, and $303 million during 2013, 2012, and 2011, respectively.

Property and equipment at December 31, 2013 and 2012 includes $976 million and $1.28 billion, respectively, acquired under capital lease agreements of which the majority is included in network equipment. Accumulated depreciation of property and equipment acquired under these capital leases was $527 million and $437 million at December 31, 2013 and 2012, respectively.

Construction in progress includes costs primarily related to the construction of data centers in Iowa and Sweden and network equipment infrastructure to support our data centers around the world. Construction in progress also includes the ongoing construction to expand our corporate headquarters in Menlo Park, California. Interest capitalized during the periods presented was not material.

Goodwill and Intangible Assets

The changes in carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows (in millions):



Balance as of December 31, 2011	$	82
Goodwill acquired	505
Balance as of December 31, 2012	587
Goodwill acquired	252
Balance as of December 31, 2013	$	839

Intangible assets consist of the following (in millions):



		December 31, 2013							December 31, 2012
	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	2 - 18	$	773	$	(142	)	$	631	$	684	$	(53	)	$	631
Acquired technology	2 - 10	227		(65		)	162		133		(32		)	101
Tradename and other	2 - 10	138		(48		)	90		94		(25		)	69
Total		$	1,138	$	(255	)	$	883	$	911	$	(110	)	$	801

Amortization expense of intangible assets for the years ended December 31, 2013, 2012, and 2011 was $145 million, $78 million, and $20 million, respectively.

As of December 31, 2013, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



2014	$	160
2015	150
2016	138
2017	116
2018	82
Thereafter	237
Total	$	883

Liabilities


	Liabilities

The components of accrued expenses and other current liabilities are as follows (in millions):



	December 31,
	2013		2012
Accrued property and equipment	$	87	$	46
Accrued compensation and benefits	196		146
Other current liabilities	272		231
Accrued expenses and other current liabilities	$	555	$	423

The components of other liabilities are as follows (in millions):



	December 31,
	2013		2012
Income tax payable	$	886	$	100
Other liabilities	202		205
Other liabilities	$	1,088	$	305

Long-term Debt

In October 2012, we amended and restated our bridge credit facility, and converted it into a three-year unsecured term loan facility. The unsecured term loan allowed us to borrow up to $1.5 billion with interest payable on borrowed amount 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 fully drew down on this facility in October 2012 and fully repaid the $1.5 billion outstanding principal balance in August 2013.

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 year ended December 31, 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 December 31, 2013, no amounts had been drawn down, and we were in compliance with the covenants under this facility.

Commitments and Contingencies

Commitments

Leases

We entered into various capital lease arrangements to obtain property and equipment for our operations. Additionally, on occasion we have purchased property and equipment for which we have subsequently obtained capital financing under sale-leaseback transactions. These agreements are typically for three years, except for building leases which are for 15 years, with interest rates ranging from 1% to 13%. The leases are secured by the underlying leased buildings, leasehold improvements, and equipment. We have 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 2014 and 2029. 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 or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis.

The following is a schedule, by years, of the future minimum lease payments required under non-cancelable capital and operating leases as of December 31, 2013 (in millions):



	Capital Leases			Operating Leases
2014	$	255		$	142
2015	127			142
2016	21			139
2017	15			131
2018	16			112
Thereafter	127			312
Total minimum lease payments	$	561		$	978
Less: amount representing interest and taxes	(85		)
Less: current portion of the present value of minimum lease payments	(239		)
Capital lease obligations, net of current portion	$	237

Operating lease expenses totaled $130 million, $196 million, and $219 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other contractual commitments

We also have $258 million of non-cancelable contractual commitments as of December 31, 2013, primarily related to network infrastructure for our data center operations and, to a lesser extent, construction of our data center sites. The majority of these commitments are due within five years.

Contingencies

Legal Matters

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. On December 18, 2013, the court denied our motion to dismiss the consolidated securities class action. On December 23, 2013, the court granted our motion to dismiss, and denied 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.

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, Rembrandt Social Media, LP v. Facebook, Inc., et al., was scheduled to begin trial in December 2013 in the U.S. District Court for the Eastern District of Virginia. In this case, the plaintiff alleges that we infringe certain patents held by the plaintiff. The plaintiff is seeking significant monetary damages and equitable relief. This trial date was vacated in December 2013 and the case is currently on appeal. We believe the claims made by the plaintiff in the Rembrandt case are without merit, and we intend to continue to defend ourselves vigorously.

With respect to our outstanding legal matters, we believe that the amount or estimable range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period, could be materially adversely affected.

Indemnifications

In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations.

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial position, results of operations or cash flows. In our opinion, as of December 31, 2013, there was not at least a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2013.

Stockholders' Equity

Initial Public Offering

In May 2012, we completed our IPO in which we issued and sold 180,000,000 shares of Class A common stock at a public offering price of $38.00 per share and the selling stockholders sold 241,233,615 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders. The total net proceeds received from the IPO were $6.76 billion after deducting underwriting discounts and commissions of $75 million and other offering expenses of approximately $7 million.

Follow-on Offering

In December 2013, we completed a follow-on offering in which we issued and sold 27,004,761 shares of Class A common stock at a public offering price of $55.05 per share and the selling stockholders sold 42,995,239 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders. The total net proceeds received from the follow-on offering were $1.48 billion after deducting underwriting discounts and commissions of $7 million and other offering expenses of approximately $1 million.

Common Stock

Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2013, we are authorized to issue 5,000,000,000 shares of Class A common stock and 4,141,000,000 shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2013, we did not declare any dividends and our credit facility contains restrictions on our ability to pay dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted.

As of December 31, 2013, there were 1,969,996,533 shares and 576,587,559 shares of Class A common stock and Class B common stock, respectively, issued and outstanding.

Share-based Compensation Plans

We maintain three share-based employee compensation plans: the 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. Outstanding awards under the 2005 Stock Plan continue to be subject to the terms and conditions of the 2005 Stock Plan.

We have initially reserved 25,000,000 shares of our Class A common stock for issuance under our 2012 Plan. The number of shares reserved for issuance under our 2012 Plan will increase automatically on the first day of January of each of 2013 through 2022 by a number of shares of Class A common stock equal to the lesser of (i) 2.5% of the total outstanding shares of our common stock as of the immediately preceding December 31st or (ii) a number of shares 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. 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.

The 2005 Officers' Stock Plan provides for up to 120,000,000 shares of incentive and nonstatutory stock options to certain of our employees or officers. The 2005 Officers' Stock Plan will terminate ten years after its adoption unless terminated earlier by our compensation committee. Stock options become vested and exercisable at such times and under such conditions as determined by our compensation committee on the date of grant. 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 December 31, 2013, this option was fully exercised and no options were available for future issuance under the 2005 Officers' Stock Plan. We will not grant any additional awards under the 2005 Officers' Stock Plan in the future.

The following table summarizes the stock option and RSU award activities under the Stock Plans for the year ended December 31, 2013:



	Shares Subject to Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value⁽¹⁾
	(in thousands)				(in years)	(in millions)
Balance as of December 31, 2012	122,821		$	0.85	3.79	$	3,166
Stock options exercised	(100,504	)	0.26
Stock options forfeited/cancelled	(215	)	1.85
Balance as of December 31, 2013	22,102		$	3.56	4.66	$	1,129
Stock options vested and expected to vest as of December 31, 2013	22,080		$	3.55	4.66	$	1,128
Stock options exercisable as of December 31, 2013	17,007		$	1.64	4.12	$	902


(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 $54.65 on December 31, 2013.

There were no options granted for the years ended December 31, 2013, 2012, and 2011. The aggregate intrinsic value of the options exercised in the years ended December 31, 2013, 2012, and 2011 was $4.58 billion, $4.23 billion and $2.38 billion, respectively. The total grant date fair value of stock options vested during the years ended December 31, 2013, 2012, and 2011 was $7 million, $5 million and $6 million, respectively.

The following table summarizes additional information regarding outstanding and exercisable options under the Stock Plans at December 31, 2013:



	Options Outstanding				Options Exercisable
Exercise Price (Range)	Number of Shares	Weighted Average Remaining Contractual Term	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
	(in thousands)	(in years)			(in thousands)
$0.00 - 0.04	5	1.72	$	0.04	5	$	0.04
0.06	762	1.99	0.06		762	0.06
0.10 - 0.18	2,527	2.48	0.11		2,527	0.11
0.29 - 0.33	6,232	3.24	0.31		6,232	0.31
1.85	2,140	5.03	1.85		2,140	1.85
2.95	1,360	5.63	2.95		1,014	2.95
3.23	4,376	5.82	3.23		3,701	3.23
10.39	3,500	6.56	10.39		583	10.39
15.00	1,200	6.80	15.00		43	15.00
	22,102	4.66	$	3.56	17,007	$	1.64

The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2013:



	Unvested RSUs
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2012	113,044		$	21.38
Granted	53,344		29.98
Vested	(47,550	)	16.96
Forfeited	(14,867	)	25.31
Unvested at December 31, 2013	103,971		$	27.30

The fair value as of the respective vesting dates of RSUs during the years ended December 31, 2013, 2012, and 2011 was $1.55 billion, $1.99 billion, and $2.17 billion, respectively, including the Pre-2011 RSUs earned but subject to a liquidity condition which was satisfied six months after our IPO.

The majority of our RSUs that were settled during the years ended December 31, 2013 and 2012 were net share settled. No RSUs were settled in the year ended December 31, 2011. Under net settlement procedures applicable to our outstanding RSUs prior to December 31, 2013, upon each settlement date, RSUs were withheld to cover the required withholding tax, which is based on the value of the RSU on the settlement date as determined by the closing price of our common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our common stock. In 2013 and 2012, we settled 65 million and 279 million of RSUs, respectively, of which 64 million and 273 million RSUs were net settled, respectively, by withholding 27 million and 123 million shares, respectively, which represented the employees' minimum statutory obligation for each such employee's applicable income and other employment taxes and remitted cash of $889 million and $2.86 billion, respectively, to the appropriate tax authorities. The amount remitted to the tax authorities for the employees' tax obligation to the tax authorities was reflected as a financing activity within our consolidated statements of cash flows. These shares withheld by us as a result of the net settlement of RSUs are no longer considered issued and outstanding, thereby reducing our shares outstanding used to calculate earnings per share. These shares were returned to the reserves and are available for future issuance under the 2012 Plan.

As of December 31, 2013, there was $2.69 billion of unrecognized share-based compensation expense, of which $2.4 billion is related to RSUs, and $286 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.

Other Income (Expense), Net

Other income (expense), net

The following table presents the detail of other income (expense), net, for the periods presented (in millions):



	Year Ended December 31,
	2013			2012			2011
Interest income	$	19		$	14		$	4
Foreign currency exchange losses, net	(14		)	(9		)	(29		)
Other	1			2			6
Other income (expense), net	$	6		$	7		$	(19	)

Income Taxes

The components of income before provision for income taxes for the years ended December 31, 2013, 2012, and 2011 are as follows (in millions):



	Year Ended December 31,
	2013			2012			2011
Domestic	$	3,197		$	1,062		$	1,819
Foreign	(443		)	(568		)	(124		)
Income before provision for income taxes	$	2,754		$	494		$	1,695

The provision for income taxes consisted of the following (in millions):



	Year Ended December 31,
	2013			2012			2011
Current:
Federal	$	1,154		$	559		$	664
State	69			45			60
Foreign	68			22			8
Total current tax expense	1,291			626			732
Deferred:
Federal	(28		)	(172		)	(34		)
State	(7		)	(6		)	(3		)
Foreign	(2		)	(7		)	—
Total deferred tax benefit	(37		)	(185		)	(37		)
Provision for income taxes	$	1,254		$	441		$	695

A reconciliation of the U.S. federal statutory income tax rate of 35.0% to our effective tax rate is as follows (in percentages):



	Year Ended December 31,
	2013		2012		2011
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal benefit	1.6		6.2		2.2
Research tax credits	(4.7	)	—		(1.0	)
Share-based compensation	5.2		19.2		1.5
Effect of non-U.S. operations	6.8		26.9		3.3
Other	1.6		2.0		—
Effective tax rate	45.5	%	89.3	%	41.0	%

Excess tax benefits associated with stock option exercises and other equity awards are credited to stockholders' equity. The income tax benefits resulting from stock awards that were credited to stockholders' equity were $602 million, $1.03 billion and $433 million for the years ended December 31, 2013, 2012, and 2011.

Our deferred tax assets (liabilities) are as follows (in millions):



	December 31,
	2013			2012
Deferred tax assets:
Net operating loss carryforward	$	6		$	10
Tax credit carryforward	164			37
Share-based compensation	120			233
Accrued expenses and other liabilities	141			83
Other	5			16
Total deferred tax assets	436			379
Less: valuation allowance	(82		)	(37		)
Deferred tax assets, net of valuation allowance	354			342

Deferred tax liabilities:
Depreciation and amortization	(68		)	(97		)
Purchased intangible assets	(90		)	(92		)
Deferred foreign taxes	(43		)	(15		)
Total deferred tax liabilities	(201		)	(204		)
Net deferred tax assets	$	153		$	138

The valuation allowance was approximately $82 million and $37 million as of December 31, 2013 and 2012, respectively, related to state tax credits that we do not believe will ultimately be realized.

As of December 31, 2013, the U.S. federal and state net operating loss carryforwards were approximately $7.88 billion and $9.24 billion, which will begin to expire in 2027 and 2021, respectively, if not utilized. If realized, the impact of the net operating loss carryforwards will be recognized as a benefit of approximately $2.89 billion through additional paid in capital. We have federal and state tax credit carryforwards of $637 million and $651 million, respectively, which will expire beginning in 2032.

Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period.

Our net foreign pretax losses include jurisdictions with both pretax earnings and pretax losses. Our consolidated financial statements provide taxes for all related tax liabilities that would arise upon repatriation of earnings in the foreign jurisdictions where we do not intend to indefinitely reinvest those earnings outside the United States, and the amount of taxes provided for has been insignificant.

The following table reflects changes in the gross unrecognized tax benefits (in millions):



	Year Ended December 31,
	2013			2012			2011
Gross unrecognized tax benefits-beginning of period	$	164		$	63		$	18
Increases related to prior year tax positions	425			13			5
Decreases related to prior year tax positions	(13		)	(16		)	(2		)
Increases related to current year tax positions	740			104			42
Gross unrecognized tax benefits-end of period	$	1,316		$	164		$	63

During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of income. For the year ended December 31, 2013, we recognized interest of $2 million and a reversal for penalties of $2 million. The amount of interest and penalties accrued as of December 31, 2013, 2012, and 2011 was $10 million, $10 million, and $6 million, respectively.

If the remaining balance of gross unrecognized tax benefits of $1.32 billion as of December 31, 2013 was realized in a future period, this would result in a tax benefit of $842 million within our provision of income taxes at such time.

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 through 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 through 2013 tax years remain subject to examination by the IRS and all tax years starting in 2008 remain subject to examination in Ireland.

Although the timing of the resolution, settlement, and closure of any audits 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

Revenue by geography is based on the billing address of the advertiser or developer. The following table sets forth revenue and property and equipment, net by geographic area (in millions):



	Year Ended December 31,
	2013		2012		2011
Revenue:
United States	$	3,613	$	2,578	$	2,067
Rest of the world⁽¹⁾	4,259		2,511		1,644
Total revenue	$	7,872	$	5,089	$	3,711


(1)	No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented



	December 31,
	2013		2012
Property and equipment, net:
United States	$	2,368	$	2,110
Sweden	415		220
Rest of the world	99		61
Total property and equipment, net	$	2,882	$	2,391

Summary of Significant Accounting Policies (Policies)

Basis of Presentation

We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the 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 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 consolidated statements of cash flows to conform to our current year presentation.

Revenue Recognition

We generate substantially all of our revenue from advertising and payment processing fees. We recognize revenue once all of the following criteria have been met:


•	persuasive evidence of an arrangement exists;


•	delivery of our obligations to our customer has occurred;


•	the price is fixed or determinable; and


•	collectability of the related receivable is reasonably assured.

Revenue for the years ended December 31, 2013, 2012, and 2011 consists of the following (in millions):



	Year Ended December 31,
	2013		2012		2011
Advertising	$	6,986	$	4,279	$	3,154
Payments and other fees	886		810		557
Total revenue	$	7,872	$	5,089	$	3,711

Advertising

Advertising revenue is generated by displaying ad products on the Facebook website or mobile application and third-party affiliated websites or mobile applications. The arrangements are evidenced by either online acceptance of terms and conditions or contracts that stipulate the types of advertising to be delivered, the timing and the pricing. Marketers pay for ad products either directly or through their relationships with advertising agencies, based on the number of clicks made by our users, the number of actions taken by our users or the number of impressions delivered. The typical term of an advertising arrangement is approximately 30 days with billing generally occurring after the delivery of the advertisement.

We recognize revenue from the delivery of click-based ads in the period in which a user clicks on the content, and action-based ads in the period in which a user takes the action the marketer contracted for. We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users.

Payments and Other Fees

We enable Payments from our users to purchase virtual and digital goods from our developers with applications on the Facebook website. Our users can transact and make payments on the Facebook website by using debit cards and credit cards, PayPal, mobile phone payments, gift cards or other methods.

When a user engages in a payment transaction for the purchase of a virtual or digital good from a developer, we remit to the developer an amount that is based on the total amount of the transaction less the processing fee that we charge the developer. The price of the purchase is an amount that is solely determined by the developer. Our revenue is the net amount of the transaction, representing our processing fee for the service performed. We record revenue on a net basis as we do not consider ourselves to be the principal in the sale of the virtual or digital good to the user.

Our Payments terms and conditions provide for a 30-day claim period subsequent to a Payments transaction during which the customer may dispute the virtual or digital goods transaction. Due to lack of historical transactional information, through the third quarter of 2012, we deferred recognition of Payments revenue until the expiration of the claim period as we were unable to make reasonable and reliable estimates of future refunds or chargebacks arising during this period. Beginning in the fourth quarter of 2012, we had 24 months of historical transactional information which enabled us to estimate future refunds and chargebacks. Accordingly, commencing in the fourth quarter of 2012, we record all Payments revenues at the time of the purchase of the related virtual or digital goods, net of estimated refunds or chargebacks. This change resulted in a one-time increase in Payments revenue in the fourth quarter of 2012 of approximately $66 million as we recognized revenue from four months of transactions.

Other fees, which includes user Promoted Posts and our ad serving and measurement products, were not material in all periods presented in our financial statements.

Revenue is recognized net of applicable sales and other taxes.

Cost of Revenue

Our cost of revenue consists primarily of expenses associated with the delivery and distribution of our products. These include expenses related to the operation of our data centers such as facility and server equipment depreciation, facility and server equipment rent expense, energy and bandwidth costs, support and maintenance costs, and salaries, benefits and share-based compensation for certain personnel on our operations teams. Cost of revenue also includes credit card and other transaction fees related to processing customer transactions.

Share-based Compensation

We account for share-based employee compensation plans under the fair value recognition and measurement provisions of GAAP. Those provisions require all share-based payments to employees, including grants of stock options and RSUs, to be measured based on the grant-date fair value of the awards, with the resulting expense generally recognized in our consolidated statements of income over the period during which the employee is required to perform service in exchange for the award.

Prior to January 1, 2011, we granted RSUs (Pre-2011 RSUs) under our 2005 Stock Plan to our employees and members of our board of directors that vested upon the satisfaction of both a service condition and a liquidity condition. The service condition for the majority of these awards is satisfied over four years. The liquidity condition was satisfied six months after our initial public offering (IPO) in May 2012. The vesting condition that was satisfied six months following our IPO did not affect the expense attribution period for the RSUs for which the service condition had been met as of the date of our IPO. This six-month period was not a substantive service condition and, accordingly, beginning on the effectiveness of our IPO in May 2012, we began recognizing share-based compensation expense for the portion of the RSUs that had met the service condition, following the accelerated attribution method (net of estimated forfeitures).

RSUs granted on or after January 1, 2011 (Post-2011 RSUs) under our 2005 Stock Plan or 2012 Equity Incentive Plan (2012 Plan) are not subject to a liquidity condition in order to vest, and compensation expense related to these grants is based on the grant date fair value of the RSUs and is recognized on a straight-line basis over the applicable service period. The majority of Post-2011 RSUs are earned over a service period of four to five years.

Share-based compensation expense is recorded net of estimated forfeitures in our consolidated statements of income and as such, only those share-based awards that we expect to vest are recorded. We estimate the forfeiture rate based on historical forfeitures of equity awards and adjust the rate to reflect changes in facts and circumstances, if any. We will revise our estimated forfeiture rate if actual forfeitures differ from our initial estimates.

We have historically issued unvested restricted shares to employee stockholders of certain acquired companies. As these awards are generally subject to continued post-acquisition employment, we have accounted for them as post-acquisition share-based compensation expense. We recognize compensation expense equal to the grant date fair value of the common stock on a straight-line basis over the employee's required service period.

During the years ended December 31, 2013, 2012, and 2011, we realized tax benefits from share-based award activity of $602 million, $1.03 billion, and $433 million, respectively. These amounts reflect the extent that the total reduction to our income tax liability from share-based award activity was greater than the amount of the deferred tax assets that we had previously recorded in anticipation of these benefits. These amounts are the aggregate of the individual transactions in which the reduction to our income tax liability was greater than the deferred tax assets that we recorded, reduced by any individual transactions in which the reduction to our income tax liability was less than the deferred tax assets that were recorded. These net amounts were recorded as an adjustment to stockholders' equity in each period, as an increase to cash flows from operating activities, and were not recognized in our consolidated statements of income.

In addition, we reported excess tax benefits that decreased our cash flows from operating activities and increased our cash flows from financing activities for the years ended December 31, 2013, 2012, and 2011, by $609 million, $1.03 billion, and $433 million, respectively. The amounts of these excess tax benefits reflect the total of the individual transactions in which the reduction to our income tax liability was greater than the deferred tax assets that were recorded, but were not reduced by any of the individual transactions in which the reduction to our income tax liability was less than the deferred tax assets that were recorded.

Income Taxes

We recognize income taxes under the asset and liability method. We recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate, as well as the related net interest and penalties.

Advertising Expense

Advertising costs are expensed when incurred and are included in marketing and sales expenses in the accompanying consolidated statements of income. We incurred advertising expenses of $117 million, $67 million, and $28 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents primarily consist of cash on deposit with banks and investments in money market funds, and U.S. government and U.S. government agency securities with maturities of 90 days or less from the date of purchase.

We hold investments in marketable securities, consisting of U.S. government and U.S. government agency securities. We classify our marketable securities as available-for-sale investments in our current assets because they represent investments of cash available for current operations. Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income/(loss) in stockholders' equity. Unrealized losses are charged against other income (expense), net when a decline in fair value is determined to be other-than-temporary. We have not recorded any such impairment charge in the periods presented. We determine realized gains or losses on sale of marketable securities on a specific identification method, and record such gains or losses as other income (expense), net.

We classify certain restricted cash balances within prepaid expenses and other current assets and other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability.

Our valuation techniques used to measure the fair value of money market funds and marketable debt securities were derived from quoted prices in active markets for identical assets or liabilities and our valuation technique used to measure the fair value of our derivative instrument was based on a model-driven valuation using significant inputs derived from or corroborated by observable market data.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates for the allowance for doubtful accounts based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers' ability to pay.

Property and Equipment

Property and equipment, which includes amounts recorded under capital leases, are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, in the case of a capital lease, whichever is shorter.

The estimated useful lives of property and equipment are described below:



Property and Equipment		Useful Life
Network equipment		Three to five years
Buildings		15 to 20 years
Computer software, office equipment and other		Three to five years
Leased equipment and leasehold improvements		Lesser of estimated useful life or remaining lease term

Land and assets held within construction in progress are not depreciated. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for their intended use.

The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in income from operations.

Lease Obligations

We lease office space, data centers, and equipment under non-cancelable capital and operating leases with various expiration dates through 2029. Certain of the operating lease agreements contain rent holidays, rent escalation provisions, and purchase options. Rent holidays and rent escalation provisions are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

Loss Contingencies

We are involved in various lawsuits, claims, investigations and proceedings that arise in the ordinary course of business. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

We evaluate the recoverability of property and equipment and amortizable intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented.

We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If we determine that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. As of December 31, 2013, no impairment of goodwill has been identified.

Acquired amortizable intangible assets, which are included in goodwill and intangible assets, net, are amortized on a straight-line basis over the estimated useful lives of the assets. The estimated remaining useful lives for intangible assets range from less than one year to 16 years.

In addition to the recoverability assessment, we routinely review the remaining estimated useful lives of property and equipment and amortizable intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.

Deferred Revenue and Deposits

Deferred revenue consists of billings in advance of revenue recognition. Deposits relate to unused virtual currency held by our users. Once this virtual currency is utilized by a user, approximately 70% of this amount would then be payable to the developer and the balance would be recognized as revenue.

Deferred revenue and deposits consists of the following (in millions):



	December 31,
	2013		2012
Deferred revenue	$	13	$	8
Deposits	25		22
Total deferred revenue and deposits	$	38	$	30

Foreign Currency

Generally the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders' equity. Net losses resulting from foreign exchange transactions were $14 million, $9 million, and $29 million for the years ended December 31, 2013, 2012, and 2011, respectively. These losses were recorded as other income (expense), net on our consolidated statements of income.

Credit Risk and Concentration

Financial instruments owned by the company that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, accounts receivable, and derivative instruments. Cash equivalents consist of short-term money market funds and U.S. government and U.S. government agency securities, which are managed by reputable financial institutions. Marketable securities consist of investments in U.S. government and U.S. government agency securities. Our investment policy limits investment instruments to U.S. government and U.S. government agency securities with the main objective of preserving capital and maintaining liquidity.

Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 46%, 51%, and 56% of our revenue for the years ended December 31, 2013, 2012, and 2011, respectively, from marketers and developers based in the United States, with the majority of revenue outside of the United States coming from customers located in western Europe, Canada, Australia, and Brazil.

We perform ongoing credit evaluations of our customers, and generally do not require collateral. We maintain an allowance for estimated credit losses. During the years ended December 31, 2013, 2012, and 2011, our bad debt expenses were $21 million, $9 million, and $8 million, respectively. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected.

No customer represented 10% or more of total revenue during the years ended December 31, 2013 and 2012 and one customer represented 12% of total revenue for the year ended December 31, 2011.

Segments

Our chief operating decision-maker is our Chief Executive Officer who reviews financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have a single reporting segment and operating unit structure.

Recently Issued and Adopted Accounting Pronouncement

Comprehensive Income

In February 2013, the FASB issued 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 consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

Revenue by type

Revenue for the years ended December 31, 2013, 2012, and 2011 consists of the following (in millions):



	Year Ended December 31,
	2013		2012		2011
Advertising	$	6,986	$	4,279	$	3,154
Payments and other fees	886		810		557
Total revenue	$	7,872	$	5,089	$	3,711

Estimated useful lives of property and equipment

The estimated useful lives of property and equipment are described below:



Property and Equipment		Useful Life
Network equipment		Three to five years
Buildings		15 to 20 years
Computer software, office equipment and other		Three to five years
Leased equipment and leasehold improvements		Lesser of estimated useful life or remaining lease term

Deferred revenue and deposits

Deferred revenue and deposits consists of the following (in millions):



	December 31,
	2013		2012
Deferred revenue	$	13	$	8
Deposits	25		22
Total deferred revenue and deposits	$	38	$	30

Acquisitions (Tables)

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 year ended December 31, 2013, including the related estimated useful lives, where applicable:



	(in millions)			Useful lives (in years)
Amortizable intangible assets:
Acquired technology	$	94		3 - 7
Tradename and other	41			2 - 10
Net liabilities assumed	(3		)
Deferred tax liabilities	(21		)
Net assets acquired	$	111
Goodwill	252
Total fair value considerations	$	363

Earnings per Share (Tables)

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 are calculated as follows (in millions, except per share amounts):



	Year Ended December 31,
	2013				2012				2011
	Class A		Class B		Class A		Class B		Class A		Class B
Basic EPS:
Numerator
Net income	$	1,114	$	386	$	18	$	35	$	85	$	915
Less: Net income attributable to participating securities	7		2		7		14		28		304
Net income attributable to common stockholders	$	1,107	$	384	$	11	$	21	$	57	$	611
Denominator
Weighted average shares outstanding	1,803		631		668		1,344		110		1,189
Less: Shares subject to repurchase	5		9		1		5		—		5
Number of shares used for basic EPS computation	1,798		622		667		1,339		110		1,184
Basic EPS	$	0.62	$	0.62	$	0.02	$	0.02	$	0.52	$	0.52
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	1,107	$	384	$	11	$	21	$	57	$	611
Reallocation of net income attributable to participating securities	9		—		—		—		31		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	384		—		21		—		611		—
Reallocation of net income to Class B common stock	—		39		—		1		—		37
Net income attributable to common stockholders for diluted EPS	$	1,500	$	423	$	32	$	22	$	699	$	648
Denominator
Number of shares used for basic EPS computation	1,798		622		667		1,339		110		1,184
Conversion of Class B to Class A common stock	622		—		1,339		—		1,184		—
Weighted average effect of dilutive securities:
Employee stock options	65		65		134		134		204		204
RSUs	25		15		23		23		5		5
Shares subject to repurchase	7		7		3		3		3		3
Warrants	—		—		—		—		2		2
Number of shares used for diluted EPS computation	2,517		709		2,166		1,499		1,508		1,398
Diluted EPS	$	0.60	$	0.60	$	0.01	$	0.01	$	0.46	$	0.46

Cash and Cash Equivalents, and Marketable Securities (Tables)

Cash, Cash Equivalents and Marketable Securities

The following table sets forth the cash, cash equivalents and marketable securities for the periods presented (in millions):



	December 31,
	2013		2012
Cash and cash equivalents:
Cash	$	1,044	$	1,513
Money market funds	2,279		871
Total cash and cash equivalents	3,323		2,384
Marketable securities:
U.S. government securities	5,687		5,165
U.S. government agency securities	2,439		2,077
Total marketable securities	8,126		7,242
Total cash, cash equivalents and marketable securities	$	11,449	$	9,626

Marketable Securities by Contractual Maturities

The following table classifies our marketable securities by contractual maturities (in millions):



	December 31,
	2013		2012
Due in one year	$	4,704	$	4,815
Due in one to two years	3,422		2,427
Total	$	8,126	$	7,242

Fair Value Measurements (Tables)

Fair Value Measurements, Recurring and Nonrecurring

The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in millions):



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,279	$	2,279	$	—	$	—
Marketable securities:
U.S. government securities	5,687		5,687		—		—
U.S. government agency securities	2,439		2,439		—		—
Total cash equivalents and marketable securities	$	10,405	$	10,405	$	—	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3
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

Property and equipment consists of the following (in millions):



	December 31,
	2013			2012
Network equipment	$	2,351		$	1,912
Land	45			36
Buildings	1,071			594
Leasehold improvements	203			194
Computer software, office equipment and other	95			93
Construction in progress	377			444
Total	4,142			3,273
Less: Accumulated depreciation	(1,260		)	(882		)
Property and equipment, net	$	2,882		$	2,391

Goodwill and Intangible Assets (Tables)

Changes in Carrying Amount of Goodwill

The changes in carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows (in millions):



Balance as of December 31, 2011	$	82
Goodwill acquired	505
Balance as of December 31, 2012	587
Goodwill acquired	252
Balance as of December 31, 2013	$	839

Intangible Assets

Intangible assets consist of the following (in millions):



		December 31, 2013							December 31, 2012
	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	2 - 18	$	773	$	(142	)	$	631	$	684	$	(53	)	$	631
Acquired technology	2 - 10	227		(65		)	162		133		(32		)	101
Tradename and other	2 - 10	138		(48		)	90		94		(25		)	69
Total		$	1,138	$	(255	)	$	883	$	911	$	(110	)	$	801

Estimated Amortization Expense for Unamortized Acquired Intangible Assets

As of December 31, 2013, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



2014	$	160
2015	150
2016	138
2017	116
2018	82
Thereafter	237
Total	$	883

Liabilities (Tables)

Schedule of Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities are as follows (in millions):



	December 31,
	2013		2012
Accrued property and equipment	$	87	$	46
Accrued compensation and benefits	196		146
Other current liabilities	272		231
Accrued expenses and other current liabilities	$	555	$	423

Other Liabilities

The components of other liabilities are as follows (in millions):



	December 31,
	2013		2012
Income tax payable	$	886	$	100
Other liabilities	202		205
Other liabilities	$	1,088	$	305

Commitments and Contingencies Commitments and Contingencies (Tables)

Schedule of Future Minimum Lease Payments for Capital and Operating Leases

The following is a schedule, by years, of the future minimum lease payments required under non-cancelable capital and operating leases as of December 31, 2013 (in millions):



	Capital Leases			Operating Leases
2014	$	255		$	142
2015	127			142
2016	21			139
2017	15			131
2018	16			112
Thereafter	127			312
Total minimum lease payments	$	561		$	978
Less: amount representing interest and taxes	(85		)
Less: current portion of the present value of minimum lease payments	(239		)
Capital lease obligations, net of current portion	$	237

Stockholders' Equity (Tables)

Stock Option and RSU Award Activity under Stock Plans

The following table summarizes the stock option and RSU award activities under the Stock Plans for the year ended December 31, 2013:



	Shares Subject to Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value⁽¹⁾
	(in thousands)				(in years)	(in millions)
Balance as of December 31, 2012	122,821		$	0.85	3.79	$	3,166
Stock options exercised	(100,504	)	0.26
Stock options forfeited/cancelled	(215	)	1.85
Balance as of December 31, 2013	22,102		$	3.56	4.66	$	1,129
Stock options vested and expected to vest as of December 31, 2013	22,080		$	3.55	4.66	$	1,128
Stock options exercisable as of December 31, 2013	17,007		$	1.64	4.12	$	902


(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 $54.65 on December 31, 2013.

Outstanding and Exercisable Options Under Stock Plans

The following table summarizes additional information regarding outstanding and exercisable options under the Stock Plans at December 31, 2013:



	Options Outstanding				Options Exercisable
Exercise Price (Range)	Number of Shares	Weighted Average Remaining Contractual Term	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
	(in thousands)	(in years)			(in thousands)
$0.00 - 0.04	5	1.72	$	0.04	5	$	0.04
0.06	762	1.99	0.06		762	0.06
0.10 - 0.18	2,527	2.48	0.11		2,527	0.11
0.29 - 0.33	6,232	3.24	0.31		6,232	0.31
1.85	2,140	5.03	1.85		2,140	1.85
2.95	1,360	5.63	2.95		1,014	2.95
3.23	4,376	5.82	3.23		3,701	3.23
10.39	3,500	6.56	10.39		583	10.39
15.00	1,200	6.80	15.00		43	15.00
	22,102	4.66	$	3.56	17,007	$	1.64

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2013:



	Unvested RSUs
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2012	113,044		$	21.38
Granted	53,344		29.98
Vested	(47,550	)	16.96
Forfeited	(14,867	)	25.31
Unvested at December 31, 2013	103,971		$	27.30

Other Income (Expense), Net (Tables)

Schedule of Other Income (Expense), Net

The following table presents the detail of other income (expense), net, for the periods presented (in millions):



	Year Ended December 31,
	2013			2012			2011
Interest income	$	19		$	14		$	4
Foreign currency exchange losses, net	(14		)	(9		)	(29		)
Other	1			2			6
Other income (expense), net	$	6		$	7		$	(19	)

Income Taxes (Tables)

Components of Income Before Provision for Income Taxes

The components of income before provision for income taxes for the years ended December 31, 2013, 2012, and 2011 are as follows (in millions):



	Year Ended December 31,
	2013			2012			2011
Domestic	$	3,197		$	1,062		$	1,819
Foreign	(443		)	(568		)	(124		)
Income before provision for income taxes	$	2,754		$	494		$	1,695

Schedule of Provision for Income Taxes

The provision for income taxes consisted of the following (in millions):



	Year Ended December 31,
	2013			2012			2011
Current:
Federal	$	1,154		$	559		$	664
State	69			45			60
Foreign	68			22			8
Total current tax expense	1,291			626			732
Deferred:
Federal	(28		)	(172		)	(34		)
State	(7		)	(6		)	(3		)
Foreign	(2		)	(7		)	—
Total deferred tax benefit	(37		)	(185		)	(37		)
Provision for income taxes	$	1,254		$	441		$	695

Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Tax Rate

A reconciliation of the U.S. federal statutory income tax rate of 35.0% to our effective tax rate is as follows (in percentages):



	Year Ended December 31,
	2013		2012		2011
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal benefit	1.6		6.2		2.2
Research tax credits	(4.7	)	—		(1.0	)
Share-based compensation	5.2		19.2		1.5
Effect of non-U.S. operations	6.8		26.9		3.3
Other	1.6		2.0		—
Effective tax rate	45.5	%	89.3	%	41.0	%

Schedule of Deferred Tax Assets and Liabilities

Our deferred tax assets (liabilities) are as follows (in millions):



	December 31,
	2013			2012
Deferred tax assets:
Net operating loss carryforward	$	6		$	10
Tax credit carryforward	164			37
Share-based compensation	120			233
Accrued expenses and other liabilities	141			83
Other	5			16
Total deferred tax assets	436			379
Less: valuation allowance	(82		)	(37		)
Deferred tax assets, net of valuation allowance	354			342

Deferred tax liabilities:
Depreciation and amortization	(68		)	(97		)
Purchased intangible assets	(90		)	(92		)
Deferred foreign taxes	(43		)	(15		)
Total deferred tax liabilities	(201		)	(204		)
Net deferred tax assets	$	153		$	138

Schedule of Gross Unrecognized Tax Benefits Roll Forward

The following table reflects changes in the gross unrecognized tax benefits (in millions):



	Year Ended December 31,
	2013			2012			2011
Gross unrecognized tax benefits-beginning of period	$	164		$	63		$	18
Increases related to prior year tax positions	425			13			5
Decreases related to prior year tax positions	(13		)	(16		)	(2		)
Increases related to current year tax positions	740			104			42
Gross unrecognized tax benefits-end of period	$	1,316		$	164		$	63

Geographical Information (Tables)

Revenue and Property and Equipment by Geographic Area

Revenue by geography is based on the billing address of the advertiser or developer. The following table sets forth revenue and property and equipment, net by geographic area (in millions):



	Year Ended December 31,
	2013		2012		2011
Revenue:
United States	$	3,613	$	2,578	$	2,067
Rest of the world⁽¹⁾	4,259		2,511		1,644
Total revenue	$	7,872	$	5,089	$	3,711


(1)	No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented



	December 31,
	2013		2012
Property and equipment, net:
United States	$	2,368	$	2,110
Sweden	415		220
Rest of the world	99		61
Total property and equipment, net	$	2,882	$	2,391

Summary of Significant Accounting Policies - Revenue Recognition (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Accounting Policies [Abstract]

Advertising

$ 6,986

$ 4,279

$ 3,154

Payments and other fees

886

810

557

Total revenue

7,872

5,089

3,711

Payment transaction claim, term

30 days

Change In estimate, historical transactional information period

24 months

Change in accounting estimate, financial effect

$ 66

Change In estimate effect of change on revenue period

4 months

Summary of Significant Accounting Policies - Share-based Compensation (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award

Tax benefit from share-based award activity

$ 602

$ 1,033

$ 433

Excess tax benefit from share-based award activity

$ 609

$ 1,033

$ 433

Restricted Stock Units (RSUs) |
Pre-2011 RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Service period

4 years

Min |
Restricted Stock Units (RSUs) |
Post-2011 RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Service period

4 years

Max |
Restricted Stock Units (RSUs) |
Post-2011 RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Service period

5 years

Summary of Significant Accounting Policies - Property & Equipment and Lease Obligations (Details)

12 Months Ended

Dec. 31, 2013

Network equipment |
Min

Property, Plant and Equipment

Useful life of property and equipment

3 years

Network equipment |
Max

Property, Plant and Equipment

Useful life of property and equipment

5 years

Buildings |
Min

Property, Plant and Equipment

Useful life of property and equipment

15 years

Buildings |
Max

Property, Plant and Equipment

Useful life of property and equipment

20 years

Computer software, office equipment and other |
Min

Property, Plant and Equipment

Useful life of property and equipment

3 years

Computer software, office equipment and other |
Max

Property, Plant and Equipment

Useful life of property and equipment

5 years

Summary of Significant Accounting Policies - Intangible Assets (Details) (USD $)

12 Months Ended

Dec. 31, 2013

Intangible Assets

Goodwill, Impairment Loss

$ 0

Less than

Intangible Assets

Finite-Lived Intangible Assets, Remaining Amortization Period

1 year

Max

Intangible Assets

Finite-Lived Intangible Assets, Remaining Amortization Period

16 years

Summary of Significant Accounting Policies - Other Policies (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Accounting Policies [Abstract]

Advertising expense

$ 117

$ 67

$ 28

Deferred Revenue & Deposits [Abstract]

Deferred Revenue, rate payable to platform developer upon utilization of virtual currency

70.00%

Deferred revenue

13

8

Deposits

25

22

Total deferred revenue and deposits

$ 38

$ 30

Max

Operating Leased Assets [Line Items]

Lease expiration year

2029

Summary of Significant Accounting Policies - Foreign Currency (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Foreign Currency [Abstract]

Foreign currency exchange losses, net

$ (14)

$ (9)

$ (29)

Summary of Significant Accounting Policies - Credit Risk and Concentration (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Concentration Risk

Bad debt expense

$ 21

$ 9

$ 8

Major customer percentage

10.00%

Geographic concentration risk |
Sales revenue |
UNITED STATES

Concentration Risk

Concentration risk percentage

46.00%

51.00%

56.00%

Customer concentration risk

Concentration Risk

Number of major customer

0

1

Customer concentration risk |
Sales revenue

Concentration Risk

Concentration risk percentage

12.00%

Acquisitions (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Current period acquisition

Dec. 31, 2013

Acquired technology

Min

Dec. 31, 2013

Acquired technology

Max

Dec. 31, 2013

Acquired technology

Current period acquisition

Dec. 31, 2013

Acquired technology

Current period acquisition

Min

Dec. 31, 2013

Acquired technology

Current period acquisition

Max

Dec. 31, 2013

Tradename and other

Min

Dec. 31, 2013

Tradename and other

Max

Dec. 31, 2013

Tradename and other

Current period acquisition

Dec. 31, 2013

Tradename and other

Current period acquisition

Min

Dec. 31, 2013

Tradename and other

Current period acquisition

Max

Dec. 31, 2013

Patents and other intangible assets

Current period acquisition

Dec. 31, 2013

Patents

Min

Dec. 31, 2013

Patents

Max

Dec. 31, 2013

Patents

Current period acquisition

Min

Dec. 31, 2013

Patents

Current period acquisition

Max

Business Acquisition

Cash paid for business acquisitions

$ 285

Number of shares issued

3

Number of shares issued, conditioned upon continuous employment

6

Estimated fair values of the net assets acquired

Amortizable intangible assets

94

41

Net liabilities assumed

(3)

Deferred tax liabilities

(21)

Net assets acquired

111

Goodwill

839

587

82

252

Total fair value considerations

363

Useful lives from date of acquisitions

2 years

10 years

3 years

7 years

2 years

10 years

2 years

10 years

2 years

18 years

6 years

15 years

Goodwill tax deductible amount

130

Amount of acquired patents and other intangible assets

$ 92

Earnings per Share (Details) (USD $)

In Millions, except Per Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Numerator

Net income

$ 1,500

$ 53

$ 1,000

Less: Net income attributable to participating securities

9

21

332

Net income attributable to Class A and Class B common stockholders

1,491

32

668

Denominator

Number of shares used for basic EPS computation (in shares)

2,420

2,006

1,294

Basic EPS (in dollars per share)

$ 0.62

$ 0.02

$ 0.52

Numerator

Net income attributable to Class A and Class B common stockholders

1,491

32

668

Denominator

Number of shares used for basic EPS computation (in shares)

2,420

2,006

1,294

Number of shares used for diluted EPS computation (in shares)

2,517

2,166

1,508

Diluted EPS (in dollars per share)

$ 0.60

$ 0.01

$ 0.46

Class A Common Stock

Numerator

Net income

1,114

18

85

Less: Net income attributable to participating securities

7

28

Net income attributable to Class A and Class B common stockholders

1,107

11

57

Denominator

Weighted average shares outstanding (in shares)

1,803

668

110

Less: Shares subject to repurchase (in shares)

5

1

0

Number of shares used for basic EPS computation (in shares)

1,798

667

110

Basic EPS (in dollars per share)

$ 0.62

$ 0.02

$ 0.52

Numerator

Net income attributable to Class A and Class B common stockholders

1,107

11

57

Reallocation of net income attributable to participating securities

9

0

31

Reallocation of net income as a result of conversion of Class B to Class A common stock

384

21

611

Reallocation of net income to Class B common stock

0

Net income attributable to common stockholders for diluted EPS

1,500

32

699

Denominator

Number of shares used for basic EPS computation (in shares)

1,798

667

110

Conversion of Class B to Class A common stock (in shares)

622

1,339

1,184

Shares subject to repurchase (in shares)

7

3

Warrants (in shares)

0

2

Number of shares used for diluted EPS computation (in shares)

2,517

2,166

1,508

Diluted EPS (in dollars per share)

$ 0.60

$ 0.01

$ 0.46

Class A Common Stock |
Employee Stock Option

Denominator

Share based payment arrangements (in shares)

65

134

204

Class A Common Stock |
Restricted Stock Units (RSUs)

Denominator

Share based payment arrangements (in shares)

25

23

5

Class B Common Stock

Numerator

Net income

386

35

915

Less: Net income attributable to participating securities

2

14

304

Net income attributable to Class A and Class B common stockholders

384

21

611

Denominator

Weighted average shares outstanding (in shares)

631

1,344

1,189

Less: Shares subject to repurchase (in shares)

9

5

Number of shares used for basic EPS computation (in shares)

622

1,339

1,184

Basic EPS (in dollars per share)

$ 0.62

$ 0.02

$ 0.52

Numerator

Net income attributable to Class A and Class B common stockholders

384

21

611

Reallocation of net income attributable to participating securities

0

Reallocation of net income as a result of conversion of Class B to Class A common stock

0

Reallocation of net income to Class B common stock

39

1

37

Net income attributable to common stockholders for diluted EPS

$ 423

$ 22

$ 648

Denominator

Number of shares used for basic EPS computation (in shares)

622

1,339

1,184

Conversion of Class B to Class A common stock (in shares)

0

Shares subject to repurchase (in shares)

7

3

Warrants (in shares)

0

2

Number of shares used for diluted EPS computation (in shares)

709

1,499

1,398

Diluted EPS (in dollars per share)

$ 0.60

$ 0.01

$ 0.46

Class B Common Stock |
Employee Stock Option

Denominator

Share based payment arrangements (in shares)

65

134

204

Class B Common Stock |
Restricted Stock Units (RSUs)

Denominator

Share based payment arrangements (in shares)

15

23

5

Restricted Stock Units (RSUs)

Earnings Per Share, Basic, by Common Class, Including Two Class Method

Antidilutive securities excluded from computation of earnings per share (in shares)

1

15

3

- Cash, Cash Equivalents and Marketable Securities (Details) (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Cash, Cash Equivalents and Marketable Securities

Available-for-sale, securities in unrealized loss positions, qualitative disclosure, number of positions

0

Cash

$ 1,044

$ 1,513

Money market funds

2,279

871

Total cash and cash equivalents

3,323

2,384

1,512

1,785

Marketable securities

8,126

7,242

Total cash, cash equivalents and marketable securities

11,449

9,626

Marketable Securities

Cash, Cash Equivalents and Marketable Securities

U.S. government securities

5,687

5,165

U.S. government agency securities

$ 2,439

$ 2,077

Cash and Cash Equivalents, and Marketable Securities - Contractual Maturities of Debt Securities (Details) (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Cash and Cash Equivalents, and Marketable Securities [Abstract]

Due in one year

$ 4,704

$ 4,815

Due in one to two years

3,422

2,427

Marketable securities

$ 8,126

$ 7,242

Fair Value Measurements (Details) (Fair Value, Measurements, Recurring, USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Total

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Total cash equivalents and marketable securities

$ 10,405

$ 8,113

Contingent consideration liability

4

Derivative financial instrument

4

Total |
Money market funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Cash equivalents

2,279

871

Total |
US government securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Marketable securities

5,687

5,165

Total |
US government agency securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Marketable securities

2,439

2,077

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

10,405

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

2,279

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

5,687

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

2,439

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

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

Significant Other Observable Inputs (Level 2) |
US government securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Marketable securities

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

Significant Unobservable Inputs (Level 3)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Total cash equivalents and marketable securities

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

Significant Unobservable Inputs (Level 3) |
US government securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Marketable securities

0

Significant Unobservable Inputs (Level 3) |
US government agency securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Marketable securities

$ 0

Property and Equipment (Detail) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Property, Plant and Equipment

Property and equipment, gross

$ 4,142

$ 3,273

Accumulated depreciation

(1,260)

(882)

Property and equipment, net

2,882

2,391

Depreciation expense

857

566

303

Assets acquired under capital lease agreements

976

1,280

Accumulated depreciation of property and equipment acquired under capital leases

527

437

Network equipment

Property, Plant and Equipment

Property and equipment, gross

2,351

1,912

Land

Property, Plant and Equipment

Property and equipment, gross

45

36

Buildings

Property, Plant and Equipment

Property and equipment, gross

1,071

594

Leasehold improvements

Property, Plant and Equipment

Property and equipment, gross

203

194

Computer software, office equipment and other

Property, Plant and Equipment

Property and equipment, gross

95

93

Construction in progress

Property, Plant and Equipment

Property and equipment, gross

$ 377

$ 444

Goodwill and Intangible Assets (Detail) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Goodwill and Intangible Assets Disclosure

Gross Carrying Amount

$ 1,138

$ 911

Accumulated Amortization

(255)

(110)

Net Carrying Amount

883

801

Amortization expense

145

78

20

Goodwill

Goodwill beginning

587

82

Goodwill acquired

252

505

Goodwill ending

839

587

82

Finite-Lived Intangible Assets, Amortization Expense

2014

160

2015

150

2016

138

2017

116

2018

82

Thereafter

237

Net Carrying Amount

883

801

Acquired patents

Goodwill and Intangible Assets Disclosure

Gross Carrying Amount

773

684

Accumulated Amortization

(142)

(53)

Net Carrying Amount

631

Finite-Lived Intangible Assets, Amortization Expense

Net Carrying Amount

631

Acquired technology

Goodwill and Intangible Assets Disclosure

Gross Carrying Amount

227

133

Accumulated Amortization

(65)

(32)

Net Carrying Amount

162

101

Finite-Lived Intangible Assets, Amortization Expense

Net Carrying Amount

162

101

Tradename and other

Goodwill and Intangible Assets Disclosure

Gross Carrying Amount

138

94

Accumulated Amortization

(48)

(25)

Net Carrying Amount

90

69

Finite-Lived Intangible Assets, Amortization Expense

Net Carrying Amount

$ 90

$ 69

Min |
Acquired patents

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

2 years

Min |
Acquired technology

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

2 years

Min |
Tradename and other

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

2 years

Max |
Acquired patents

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

18 years

Max |
Acquired technology

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

10 years

Max |
Tradename and other

Goodwill and Intangible Assets Disclosure

Useful lives from date of acquisitions

10 years

Liabilities (Details) (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Accounts Payable and Accrued Liabilities [Abstract]

Accrued property and equipment

$ 87

$ 46

Accrued compensation and benefits

196

146

Other current liabilities

272

231

Accrued expenses and other current liabilities

555

423

Income tax payable

886

100

Other liabilities

202

205

Other liabilities

$ 1,088

$ 305

Long-term Debt - Borrowings (Details) (USD $)

12 Months Ended

1 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Feb. 29, 2012

Unsecured Five Year Revolving Credit Facility 2012

Aug. 31, 2013

Amended and Restated Term Loan

Oct. 31, 2012

Amended and Restated Term Loan

Oct. 31, 2012

Amended and Restated Term Loan

LIBOR

Aug. 31, 2013

Senior Unsecured Five Year Revolving Credit Facility Twenty Thirteen

Dec. 31, 2013

Senior Unsecured Five Year Revolving Credit Facility Twenty Thirteen

Aug. 31, 2013

Senior Unsecured Five Year Revolving Credit Facility Twenty Thirteen

LIBOR

Debt Instrument

Debt instrument term

5 years

3 years

5 years

Debt Instrument, Face Amount

$ 1,500,000,000.0

Line of credit facility, maximum borrowing capacity

5,000,000,000

6,500,000,000.0

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%

Repayment of long-term debt

1,500,000,000

0

250,000,000

1,500,000,000

Line of credit facility, amount outstanding

$ 0

Long-term Debt - Derivative (Details) (Interest Rate Swap, USD $)

12 Months Ended

Dec. 31, 2013

LIBOR

Derivative

Description of variable rate basis

one-month LIBOR

Amended and Restated Term Loan |
Cash Flow Hedging

Derivative

Notional amount

$ 1,500,000,000.0

Commitments and Contingencies (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Leases [Abstract]

Capital lease agreement period

3 years

Capital Leases, Future Minimum Payments Due

2014

$ 255

2015

127

2016

21

2017

15

2018

16

Thereafter

127

Total minimum lease payments

561

Less: amount representing interest and taxes

(85)

Less: current portion of the present value of minimum lease payments

(239)

(365)

Capital lease obligations, less current portion

237

491

Operating Leases, Future Minimum Payments Due

2014

142

2015

142

2016

139

2017

131

2018

112

Thereafter

312

Total minimum lease payments

978

Operating lease expense

130

196

219

Other contractual commitments

$ 258

Contractual Obligation, Period

5 years

Min

Leases [Abstract]

Interest rate

1.00%

Lease expiration year

2014

Max

Leases [Abstract]

Interest rate

13.00%

Lease expiration year

2029

Buildings

Leases [Abstract]

Capital lease agreement period

15 years

Stockholders' Equity - Initial Public Offering (Details) (USD $)

In Millions, except Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 23, 2013

May 17, 2012

Class of Stock

Share price

$ 55.05

$ 38.00

Proceeds from issuance of common stock

$ 1,478

$ 6,760

$ 998

Underwriting discounts and commissions

7

75

Other offering costs

$ 1

$ 7

Class A Common Stock

Class of Stock

Issuance of common stock, net of issuance costs, shares

27,004,761

180,000,000

Share price

$ 54.65

Sale of stock, sold by stockholders

42,995,239

241,233,615

Stockholders' Equity - Follow-on Offering (Details) (USD $)

In Millions, except Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 23, 2013

May 17, 2012

Class of Stock

Share price

$ 55.05

$ 38.00

Net proceeds from issuance of common stock

$ 1,478

$ 6,760

$ 998

Underwriting discounts and commissions

7

75

Other offering costs

$ 1

$ 7

Class A Common Stock

Class of Stock

Issuance of common stock, net of issuance costs, shares

27,004,761

180,000,000

Share price

$ 54.65

Sale of stock, sold by stockholders

42,995,239

241,233,615

Stockholders' Equity - Common Stock (Details) (USD $)

Dec. 31, 2013

Dec. 31, 2012

Class of Stock

Common stock, par value

$ 0.000006

Class A Common Stock

Class of Stock

Common stock, shares authorized

5,000,000,000

Common stock, par value

$ 0.000006

Common stock, number of votes by class

1

Common stock, shares, issued

1,969,996,533

1,671,000,000

Common stock, shares outstanding

1,969,996,533

1,671,000,000

Class B Common Stock

Class of Stock

Common stock, shares authorized

4,141,000,000

Common stock, par value

$ 0.000006

Common stock, number of votes by class

10

Common stock, shares, issued

576,587,559

701,000,000

Common stock, shares outstanding

576,587,559

701,000,000

Stockholders' Equity - Share-based Compensation Plans (Detail)

12 Months Ended

1 Months Ended

Dec. 31, 2013

plans

Dec. 31, 2013

2012 Plan

Dec. 31, 2013

2012 Plan

Min

Dec. 31, 2013

2012 Plan

Max

Dec. 31, 2013

2005 Officer's Stock Plan

Nov. 30, 2005

2005 Officer's Stock Plan

Class B Common Stock

Share-based Compensation Arrangement by Share-based Payment Award

Share-based employee compensation plans, number

3

Shares of incentive and nonstatutory stock options provided for issuance

25,000,000

120,000,000

Shares reserved for issuance increase date range

Jan. 01, 2013

Jan. 01, 2022

Shares reserved for issuance increase percentage

2.50%

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

Non statutory stock option issued to CEO to purchase shares of Class B common stock

120,000,000

Shares reserved for future issuance

0

Stockholders' Equity - Stock Option Award Activity (Details) (USD $)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 23, 2013

May 17, 2012

Number of Shares

Balance as of December 31, 2013

22,102,000

Aggregate Intrinsic Value

Share price

$ 55.05

$ 38.00

Aggregate intrinsic value of the options exercised

$ 4,580,000,000

$ 4,230,000,000

$ 2,380,000,000

Total grant date fair value of stock options vested

7,000,000

5,000,000

6,000,000

Stock Option

Number of Shares

Balance as of December 31, 2012

122,821,000

Stock options exercised

(100,504,000)

Stock options forfeited/cancelled

(215,000)

Balance as of December 31, 2013

22,102,000

122,821,000

Stock options vested and expected to vest as of December 31, 2013

22,080,000

Stock options exercisable as of December 31, 2013

17,007,000

Weighted Average Exercise Price

Beginning Balance (in dollars per share)

$ 0.85

Stock options exercised (in dollars per share)

$ 0.26

Stock options forfeited/cancelled (in dollars per share)

$ 1.85

Ending Balance (in dollars per share)

$ 3.56

$ 0.85

Stock options vested and expected to vest as of period end (in dollars per share)

$ 3.55

Stock options exercisable as of period end (in dollars per share)

$ 1.64

Weighted Average Remaining Contractual Term

4 years 7 months 28 days

3 years 9 months 15 days

Stock options vested and expected to vest as of December 31, 2013

4 years 7 months 28 days

Stock options exercisable as of December 31, 2013

4 years 1 month 15 days

Aggregate Intrinsic Value

Balance as of December 31, 2012

3,166,000,000 ¹

Balance as of December 31, 2013

1,129,000,000 ¹

3,166,000,000 ¹

Stock options vested and expected to vest as of December 31, 2013

1,128,000,000 ¹

Stock options exercisable as of December 31, 2013

$ 902,000,000 ¹

Options granted in period

0

Class A Common Stock

Aggregate Intrinsic Value

Share price

$ 54.65

[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 $54.65 on December 31, 2013.

Stockholders' Equity - Stock Options Additional Disclosures (Details) (USD $)

In Thousands, except Per Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Number of shares

22,102

Options Outstanding, Weighted-Average Remaining Life

4 years 7 months 28 days

Options Outstanding, Weighted-Average Exercise Price

$ 3.56

Options Exercisable, Number of Shares

17,007

Options Exercisable, Weighted-Average Exercisable Price

$ 1.64

Exercise Price Range $0.00 - 0.04

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, minimum

$ 0.00

Exercise Price, maximum

$ 0.04

Number of shares

5

Options Outstanding, Weighted-Average Remaining Life

1 year 8 months 20 days

Options Outstanding, Weighted-Average Exercise Price

$ 0.04

Options Exercisable, Number of Shares

5

Options Exercisable, Weighted-Average Exercisable Price

$ 0.04

Exercise Price Range 0.06

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 0.06

Number of shares

762

Options Outstanding, Weighted-Average Remaining Life

1 year 11 months 25 days

Options Outstanding, Weighted-Average Exercise Price

$ 0.06

Options Exercisable, Number of Shares

762

Options Exercisable, Weighted-Average Exercisable Price

$ 0.06

Exercise Price Range 0.10 - 0.18

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, minimum

$ 0.10

Exercise Price, maximum

$ 0.18

Number of shares

2,527

Options Outstanding, Weighted-Average Remaining Life

2 years 5 months 22 days

Options Outstanding, Weighted-Average Exercise Price

$ 0.11

Options Exercisable, Number of Shares

2,527

Options Exercisable, Weighted-Average Exercisable Price

$ 0.11

Exercise Price Range 0.29 - 0.33

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, minimum

$ 0.29

Exercise Price, maximum

$ 0.33

Number of shares

6,232

Options Outstanding, Weighted-Average Remaining Life

3 years 2 months 25 days

Options Outstanding, Weighted-Average Exercise Price

$ 0.31

Options Exercisable, Number of Shares

6,232

Options Exercisable, Weighted-Average Exercisable Price

$ 0.31

Exercise Price Range 1.85

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 1.85

Number of shares

2,140

Options Outstanding, Weighted-Average Remaining Life

5 years 0 months 10 days

Options Outstanding, Weighted-Average Exercise Price

$ 1.85

Options Exercisable, Number of Shares

2,140

Options Exercisable, Weighted-Average Exercisable Price

$ 1.85

Exercise Price Range 2.95

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 2.95

Number of shares

1,360

Options Outstanding, Weighted-Average Remaining Life

5 years 7 months 18 days

Options Outstanding, Weighted-Average Exercise Price

$ 2.95

Options Exercisable, Number of Shares

1,014

Options Exercisable, Weighted-Average Exercisable Price

$ 2.95

Exercise Price Range 3.23

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 3.23

Number of shares

4,376

Options Outstanding, Weighted-Average Remaining Life

5 years 9 months 25 days

Options Outstanding, Weighted-Average Exercise Price

$ 3.23

Options Exercisable, Number of Shares

3,701

Options Exercisable, Weighted-Average Exercisable Price

$ 3.23

Exercise Price Range 10.39

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 10.39

Number of shares

3,500

Options Outstanding, Weighted-Average Remaining Life

6 years 6 months 22 days

Options Outstanding, Weighted-Average Exercise Price

$ 10.39

Options Exercisable, Number of Shares

583

Options Exercisable, Weighted-Average Exercisable Price

$ 10.39

Exercise Price Range 15.00

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range

Exercise Price, maximum

$ 15.00

Number of shares

1,200

Options Outstanding, Weighted-Average Remaining Life

6 years 9 months 20 days

Options Outstanding, Weighted-Average Exercise Price

$ 15.00

Options Exercisable, Number of Shares

43

Options Exercisable, Weighted-Average Exercisable Price

$ 15.00

Stockholders' Equity - RSU Award Activity (Details) (USD $)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

RSUs, vested in period, fair value

$ 1,550,000,000

$ 1,990,000,000

$ 2,170,000,000

Issuance of common stock for settlement of RSUs

65,000,000

279,000,000

RSUs net settled

64,000,000

273,000,000

Shares held for tax witholdings

(27,000,000)

(123,000,000)

Value of shares remitted for tax withholdings

$ 889,000,000

$ 2,862,000,000

Restricted Stock Units (RSUs)

Number of Shares

Unvested at December 31, 2012

113,044,000

Granted

53,344,000

Vested

(47,550,000)

Forfeited

(14,867,000)

Unvested at December 31, 2013

103,971,000

Weighted Average Grant Date Fair Value

Unvested at December 31, 2012 (in dollars per share)

$ 21.38

Granted (in dollars per share)

$ 29.98

Vested (in dollars per share)

$ 16.96

Forfeited (in dollars per share)

$ 25.31

Unvested at December 31, 2013 (in dollars per share)

$ 27.30

Stockholders' Equity - Additional Award Disclosures (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award

Future period share-based compensation expense

$ 2,690

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

286

Restricted Stock Units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award

Future period share-based compensation expense

$ 2,400

Other Income (Expense), Net (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Other Income and Expenses [Abstract]

Interest income

$ 19

$ 14

$ 4

Foreign currency exchange losses, net

(14)

(9)

(29)

Other

1

2

6

Other income (expense), net

$ 6

$ 7

$ (19)

Income Taxes - Schedule for Income Before Income Tax (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Income Tax Disclosure [Abstract]

Domestic

$ 3,197

$ 1,062

$ 1,819

Foreign

(443)

(568)

(124)

Income before provision for income taxes

$ 2,754

$ 494

$ 1,695

Income Taxes - Provision for Income Taxes (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Current:

Federal

$ 1,154

$ 559

$ 664

State

69

45

60

Foreign

68

22

8

Total current tax expense

1,291

626

732

Deferred:

Federal

(28)

(172)

(34)

State

(7)

(6)

(3)

Foreign

(2)

(7)

0

Total deferred tax benefit

(37)

(185)

(37)

Provision for income taxes

$ 1,254

$ 441

$ 695

Income Taxes - Effective Income Tax Rate Reconciliation (Details)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]

U.S. federal statutory income tax rate

35.00%

State income taxes, net of federal benefit

1.60%

6.20%

2.20%

Research tax credits

(4.70%)

0.00%

(1.00%)

Share-based compensation

5.20%

19.20%

1.50%

Effect of non-U.S. operations

6.80%

26.90%

3.30%

Other

1.60%

2.00%

0.00%

Effective tax rate

45.50%

89.30%

41.00%

Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Deferred tax assets:

Net operating loss carryforward

$ 6

$ 10

Tax credit carryforward

164

37

Share-based compensation

120

233

Accrued expenses and other liabilities

141

83

Other

5

16

Total deferred tax assets

436

379

Less: valuation allowance

(82)

(37)

Deferred tax assets, net of valuation allowance

354

342

Deferred tax liabilities:

Depreciation and amortization

(68)

(97)

Purchased intangible assets

(90)

(92)

Deferred foreign taxes

(43)

(15)

Total deferred tax liabilities

(201)

(204)

Net deferred tax assets

$ 153

$ 138

Income Taxes - Unrecognized Tax Benefits (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Reconciliation of Unrecognized Tax Benefits

Gross unrecognized tax benefits-beginning of period

$ 164

$ 63

$ 18

Increases related to prior year tax positions

425

13

5

Decreases related to prior year tax positions

(13)

(16)

(2)

Increases related to current year tax positions

740

104

42

Gross unrecognized tax benefits-end of period

$ 1,316

$ 164

$ 63

Income Taxes - Narrative (Detail) (USD $)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Income Tax Disclosure

U.S. federal statutory income tax rate

35.00%

Employee Service Share-based Compensation, Tax Benefit from Compensation Expense

$ (602,000,000)

$ (1,033,000,000)

$ (433,000,000)

Excess tax benefit from share-based award activity

609,000,000

1,033,000,000

433,000,000

Valuation allowance, deferred tax assets

82,000,000

37,000,000

Tax-effected benefit to be recognized in additional paid in capital if net operating loss carryforward is utilized

2,890,000,000

Cumulative stock ownership change threshold

50.00%

Change in ownership percentage over period

3 years

Unrecognized tax benefits, interest on income taxes expense

2,000,000

Unrecognized tax benefits, income tax penalties expense

(2,000,000)

Unrecognized tax benefits, income tax penalties and interest accrued

10,000,000

6,000,000

Unrecognized tax benefits

1,316,000,000

164,000,000

63,000,000

18,000,000

Unrecognized tax benefits that would impact effective tax rate

842,000,000

State and Local Jurisdiction

Income Tax Disclosure

Operating loss carryforwards

9,240,000,000

Operating Loss Carryforwards, Expiration Date

2021

Tax credit carryforward

651,000,000

Tax Credit Carryforward Expiration Year

2032

Internal Revenue Service (IRS) [Member]

Income Tax Disclosure

Operating loss carryforwards

7,880,000,000

Operating Loss Carryforwards, Expiration Date

2027

Tax credit carryforward

$ 637,000,000

Tax Credit Carryforward Expiration Year

2032

Geographical Information - Revenue (Details) (USD $)

In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Revenue by Geographical Area

Revenue

$ 7,872

$ 5,089

$ 3,711

UNITED STATES

Revenue by Geographical Area

Revenue

3,613

2,578

2,067

Rest of the world

Revenue by Geographical Area

Revenue

$ 4,259 ¹

$ 2,511 ¹

$ 1,644 ¹

[1] (1)No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented

Geographical Information - Property and Equipment (Details) (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Long-Lived Assets, by Geographical Area

Property and equipment, net

$ 2,882

$ 2,391

UNITED STATES

Long-Lived Assets, by Geographical Area

Property and equipment, net

2,368

2,110

SWEDEN

Long-Lived Assets, by Geographical Area

Property and equipment, net

415

220

Rest of the world

Long-Lived Assets, by Geographical Area

Property and equipment, net

$ 99 ¹

$ 61 ¹

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