Facebook made its long-awaited filing with the Securities and Exchange Commission for an initial public offering.

"We often talk about inventions like the printing press and the television," Zuckerberg said in a letter accompanying the filing. "Today, our society has reached another tipping point."

"Facebook was not originally created to be a company. It was built to accomplish a social mission — to make the world more open and connected," Zuckerberg wrote. "We think a more open and connected world will help create a stronger economy with more authentic businesses that build better products and services."

The long-awaited submission kicks off a months-long process that will culminate in Silicon Valley's biggest coming-out party since the heyday of the dot-com boom and bust.

The stock is expected to trade under the symbol "FB," though the exchange it will be traded on has yet to be determined.

In the filing, the company said it hopes to raise up to $5 billion, though that number could go higher.

Facebook had previously been expected to raise $10 billion in what would have been the fourth-largest IPO in U.S. history, after Visa [V 102.51 1.87 (+1.86%) ], General Motors [GM 24.37 0.35 (+1.46%) ], and AT&T Wireless [T 29.60 0.19 (+0.65%) ], according to Thomson Reuters data.

The offering is being underwritten by a team led by Morgan Stanley [MS 19.39 0.74 (+3.97%) ]. JPMorgan [JPM 37.60 0.30 (+0.8%) ], Goldman Sachs [GS 113.45 1.98 (+1.78%) ] and Bank of America/Merrill Lynch [BAC 7.36 0.23 (+3.23%) ], Barclays Capital and Allen & Co. [ Loading... () ] are among the other underwriters.

The offering is expected to occur in the second quarter.

In the filing, the company said it had net income of $1 billion in 2011, up 65 percent from a year earlier. Revenue jumped 88 percent to $3.7 billion from 2010.

As expected, the prospectus underscored how the lion's share of Facebook's revenue, 85 percent, was derived from advertising in 2011. Last year, social-gaming company Zynga [ZNGA 10.60 0.11 (+1.05%) ], the creator of Farmville, accounted for 12 percent of Facebook's revenue.

As of Dec. 31, the company had 845 million monthly average users and 483 million daily active users, up 48 percent from a year earlier.

The world's largest social network, a dorm room project for Harvard dropout Mark Zuckerberg that exploded in popularity and vaulted to Silicon Valley's top tier within 8 years, submitted preliminary IPO documents to the U.S. Securities Exchange Commission after weeks of frenzied speculation.

Last year, social-gaming company Zynga [ZNGA 10.60 0.11 (+1.05%) ], the creator of Farmville, accounted for 12 percent of Facebook's revenue.

Without that share price information, Facebook's valuation is still speculative.

Facebook has its own guesses, though. The company said it conducted its own valuation of its stock at the end of each quarter, and as of December 31 determined it to be worth $29.73 a share.

For all the huge numbers in Facebook's IPO papers, a surprisingly small figure stands out: $4.39, the amount the site generated per user last year.

It's one of the company's major challenges because the total is paltry compared with competing Internet companies. Google makes more than $30 a year from each registered user. Even struggling Yahoo and AOL make $7 and $10, respectively.

Once Facebook goes public, Wall Street will surely demand more. That means the social network will almost certainly have to attract a lot more users or be more aggressive with its advertising, perhaps by mining personal data even more than it does now.

But can Facebook do all that without spoiling the user experience?

The company may have a tough time increasing the number of ads on a site that has become primarily a home for online conversations.

"It's a communications tool. Can you imagine what a turn-off it would be if we were talking on the phone and AT&T tried to play an ad in the middle of our conversation?" said University of Notre Dame finance professor Tim Loughran, who studies IPOs.

Facebook stock probably won't begin trading until at least May, but analysts already believe the company will try to sell shares at a price that will give it a market value of at least $100 billion — more than Yahoo, AOL and Hewlett Packard Co. combined.

To justify a valuation like that, Facebook will need to maximize its revenue to get closer to Google, one of its biggest rivals. Google's revenue of nearly $38 billion last year translated into about $35 per registered user.

Facebook recorded $3.7 billion in revenue last year.

The question is whether it can bring in more money without alienating the 845 million users who have become accustomed to hanging out with friends and family on the social network without an onslaught of ads.....


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Facebook and Zynga do indeed have a special arrangement, according to a filing with the Securities and Exchange Commission.

Here it is, direct from a new filing with the SEC:

"The parties acknowledge that FB desires to enable Zynga to build the Zynga Platform on top of the Facebook Platform, and the parties desire to, amongst other goals set forth herein, work together to increase the number of users of each party’s products and services.

The parties further acknowledge that Zynga is making a significant commitment to the Facebook Platform (i.e., using Facebook as the exclusive Social Platform on the Zynga Properties and granting FB certain title exclusivities to Zynga games on the Facebook Platform).

In exchange for such commitment, the parties have committed to set certain growth targets for monthly unique users of Covered Zynga Games."

There you have it. This agreement appears to be the same agreement that appeared in Zynga's S-1 filing with the SEC.

The new filing, however, does disclose an ad revenue sharing agreement with Zynga. The clause is referring to Zynga's websites outside of Facebook.com that implement Facebook ads, according to another part of the filing:

Each month during the Term, for all Properties on which you implemented, during the previous month, the Facebook Ad Unit, we will pay you a percentage of Net Revenue (“Ad Share”) arising from such Properties for the previous month.

Here are some other tidbits from the filing:

Facebook "shall not offer or otherwise make available on the Facebook Site or the Facebook Platform any Facebook Game." Zynga can terminate its agreement if Facebook does.

As part of the agreement, Facebook and Zynga both sought to "increase the number of Zynga MUUs to[*] over[*] at a linear weekly growth rate," according to the filing. (The[*] appears to represent a redacted number.)

Facebook has homed in on two possible dates to launch its initial public offering on the Nasdaq, according to a person familiar with the matter. Bankers & management are currently looking at a primary target date of May 16 or May 17 to price the deal (with trading commencing the following day), according to this person, and trading would commence the following morning. The company would begin marketing the deal on May 7 under that scenario.

The final timing, however, will be highly dependent on the Securities and Exchange Commission’s review of Facebook’s recently announced $1 billion acquisition of Instagram. While bankers expect the commission to give the deal a go-ahead by the end of April, unforeseen comments or questions from regulators could push IPO pricing back by roughly one week.

If that were the case, the company would default to a plan B, which would aim to price the deal on May 23 or 24 and begin trading the following day.

Under either scenario, Facebook is leaning towards a 10-day period to market the deal with investors – known as a road show – which will primarily focus on domestic investors in hubs like New York, Silicon Valley, and Boston, according to this person. The company is considering meeting with prospective investors abroad in Europe, but would keep that trip brief (if it happens at all). Typically, road shows for large IPOs last around 14 days.

While prospective investors, bankers, and industry experts expect demand to be significantly robust for Facebook’s offering, some of the company’s bankers have expressed worry about a shortened marketing period according to the person familiar with the timetable.

If management is not be able to accommodate meetings with some large investors, it could result in tension among some members of the company’s investor base, they warn.

Last week, Facebook chose the Nasdaq over the New York Stock Exchange to list the deal. The company has filed for a $5 billion offering, but is expected to raise around $10 billion by the time the deal is launched.

The IPO is being led by Morgan Stanley, JPMorgan and Goldman Sachs, Bank of America, Barclays, Allen & Company, and a consortium of roughly 25 other banks advising on the deal.

A spokesperson from Facebook declined to comment on the company’s IPO timing.