01—Abstract
Summary
Summary of the 10-K/A filed February 13, 2015. Cited figures are marked; the original filing is the authoritative source.
This document is not a full annual report.
It is Amendment No. 1 (Form 10-K/A) to Facebook, Inc.'s Form 10-K for the fiscal year ended December 31, 2014, which Facebook filed on January 29, 2015. Facebook, Inc. is the former name of the company now called Meta Platforms, Inc. The amendment's sole purpose is to correct the Ernst & Young LLP consent (Exhibit 23.1), which omitted E&Y's typeset signature and its reference to the firm's January 29, 2015 audit reports. The filing states that no financial statements are included and that no financial information was changed, so it contains no revenue, earnings, cash flow, or balance sheet data.
The cover page provides some baseline data. As of January 27, 2015, Facebook had 2,236,333,833 Class A and 562,677,981 Class B shares outstanding. The aggregate market value of non-affiliate stock was about $143.6 billiona as of June 30, 2014, and the company is a large accelerated filer and well-known seasoned issuer listed on NASDAQ.
The exhibit index references the company's major 2014 transactions, including the WhatsApp merger agreement (February 2014) and the Oculus VR merger agreement (April 2014), along with an August 2013 JPMorgan-agented credit agreement. For investment decisions, this amendment should not be used as a source of financial performance data. Investors should review the original 10-K filed January 29, 2015, which contains the audited consolidated financial statements, MD&A, and risk factors.
02—Key points
Key Highlights
- Filing type: Amendment No. 1 (10-K/A) to the FY2014 Form 10-K. Its sole purpose is to correct the Ernst & Young consent (Exhibit 23.1).
- No financial statements or financial data are included, and the filing states that no financial information was modified from the original filing dated January 29, 2015.
- Share count as of January 27, 2015: 2,236,333,833 Class A shares and 562,677,981 Class B shares outstanding.
- Non-affiliate market value of approximately $143.6 billion as of June 30, 2014, based on the NASDAQ closing price.
- Filer status: large accelerated filer and well-known seasoned issuer, listed on NASDAQ Global Select Market as Class A Common Stock.
- Major 2014 transactions referenced in exhibits: WhatsApp merger agreement (February 19, 2014), Oculus VR merger agreement (April 21, 2014), and a registration rights agreement dated October 6, 2014.
- Governance and compensation exhibits include the 2005 Stock Plan, 2012 Equity Incentive Plan, and 2014 Bonus Plan, along with executive offer letters and employment agreements.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2014, Meta Platforms, Inc. kept $0.24.
- Revenue$12.47B100.0%
- Cost of revenue−$2.15B17.3%
- Gross profit$10.31B82.7%
- Operating costs−$5.32B42.7%
- Operating income$4.99B40.1%
- Interest, other & tax−$2.05B16.5%
- Net income$2.94B23.6%
Where FY2014 revenue went
$12.47B- Net income: $2.94B, 24% of revenue
- R&D: $2.67B, 21% of revenue
- Other operating costs: $2.65B, 21% of revenue
- Cost of revenue: $2.15B, 17% of revenue
- Interest, other & tax: $2.05B, 16% of revenue
Kept 24% as net income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2014filed February 13, 2015Financial Statements
FY2014 against FY2013
| Line item | FY2014FY2013 | Change |
|---|---|---|
| Revenue | $12.47B$7.87B | +58.4% |
| Cost of Revenue | $2.15B$1.88B | +14.8% |
| Gross Profit | $10.31B$6.00B | +72.0% |
| R&D Expenses | $2.67B$1.42B | +88.4% |
| Operating Expenses | $7.47B$5.07B | +47.4% |
| Operating Income | $4.99B$2.80B | +78.1% |
| Interest Expense | $23.00M$56.00M | −58.9% |
| Net Income | $2.94B$1.50B | +96.0% |
| EPS (Basic) | $1.12$0.62 | +80.6% |
| EPS (Diluted) | $1.10$0.60 | +83.3% |
| Shares Outstanding (Basic) | 2.61B2.42B | +8.0% |
| Shares Outstanding (Diluted) | 2.66B2.52B | +5.8% |
05—Questions
Frequently Asked Questions
Does this amendment change Facebook's reported financial results for 2014?
No. The filing explicitly states that it does not modify, amend, or update any financial or other information in the original 10-K filed January 29, 2015. Its only change is a corrected auditor consent exhibit.
Why was the 10-K/A filed?
The Ernst & Young LLP consent filed as Exhibit 23.1 omitted E&Y's typeset signature and the reference to its January 29, 2015 reports on the consolidated financial statements and internal control over financial reporting. The amendment corrects that consent.
Where can investors find Facebook's 2014 financial statements?
In the original Form 10-K filed with the SEC on January 29, 2015. This amendment includes no financial statements, and the exhibit index marks the financial statements as previously filed.
How many shares did Facebook have outstanding, and what does the share structure look like?
As of January 27, 2015, there were 2,236,333,833 Class A shares and 562,677,981 Class B shares outstanding. The filing describes the Class A shares as the publicly traded class on NASDAQ. Class B shares are the high-vote shares held primarily by insiders, which the cover page and exhibits reference through voting and registration arrangements.
06—Continue