13001988 2OU Challenge At Zynga we love great challenge and the latter half of 2012 certainly presented us with few We did not deliver enough customer delight we produced fewer hits and we were not consistently profitable And yet Zynga continued to be the leading social game company in 2012 While we had challenging last few quarters 2012 showed us that that our teams technology and franchises can still produce the industrys best most sophisticated social game experiences as evidenced by player engagement and revenues We generated bookings of $1.1 and had free cash flow of $11 9M excluding the purchase of As of than 290 million million of them our building Q4 we engaged more monthly average players 72 on mobile And we had three robust game franchises Farm Ville Zynga Poker and Words With Friends Ville alone in Farm surpassed $1B total cumulative player purchases inclusive of partner fees in 2012 And our broader portfolio of IP like Mafia Wars City Ville and Castle Ville continues to delight players and offer great potential Our mission to the world looks than original connect through games more right today even year this is transition for better in ago However pivotal year Zynga We are encouraged by our performance Q4 and energized by the opportunities ahead In 2013 we continue to invest in our players gaming experience by developing innovative new games and franchises and pushing the boundaries as to how and where focused our games are played We are on three strategic areas to lead in the development of social gaming and return to being growth company Franchises We are continuing to invest in great franchisesbrands like Farm Ville and Words With Friends This is our DNA We founded our company on the belief that we could invest in games as live services and then continually improve them with bold beats features so positively disruptive that players play with us longer FarmVille2 breakout hit with its impressive engagement and retention is bucking the recent trends of web games Eight months after launch it has maintained near peak daily active users and bookings despite tougher growth climate on web and PC This is testament to how well our teams are maintaining top franchises and delivering more delight to players The industry is experiencing explosive growth on mobile so we are bringing our most compelling play experiences games like the FarmVille2 to smartphones and tablets We are also dedicated to creating franchises new Inside Zynga we are focused on finding the fun early fully funding games were about passionate and killing marginal projects to open up people for potentially great new games After live in all we world where franchise game can generate $1 billion in lifetime gross bookings launched Network We recently our network on the web and soon well be launching it on mobile where believe its we still too hard to find opponents and to play with your friends and family In the fact top way our Words With Friends players currently find new challengers is through the random button We want to deliver something better for consumers Our network will provide an instant worldwide community of players that is centered on games for which they have shared passion And similarly to what we have achieved on the web this network will offer powerful distribution channel As we and our third-party partners build and launch compelling games large audiences will be waiting for them Profitability 2013 is an investment year and we remain disciplined in our approach to expenses We believe the best products are born from entrepreneurial cultures This means we value being resourceful and driving hard decisions early To this end we recently closed some of our offices and game studios While it was painful to part ways with so many talented people we needed to do so in order to return to being growth company We are starting to see scrappier teams emerge across the company like the 10-person team behind Whats the Phrase new mobile game that quickly climbed the charts In 2013 we are also expanding our revenue focus by growing our advertising sales network and incubating new business in real-money gaming Finally we are investing in our talent and culture and grooming new generation of product leaders Everyone who visits Zynga tells us the same thing amazed buzz They are by our and energy After year of major transitions our teams are getting back to what they love focusing on our players and products They are striving to lower the barriers to play and invent to new ways to make the greatest game experiences accessible to the millions of us who harbor latent desires to be word mavens organic farmers chess masters and guild kingpinsor who to little social with and friends in our lives just need way be more family busy We feel challenged and inspired by the year ahead Game on Mark Pincus Founder and CEO April 25 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 2012 OR LI TRANSITION REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURS.1 EXCHANGE ACT OF 1934 cthrrocessirg For the transition period from to Commission File Number 001-35375 APR Zynga Inc Exact Name of Registrant as Specified in Its Charter Washington DC 405 Delaware 42-1733483 State or Other Jurisdiction of LR.S Employer Incorporation or Organization Identification Nwnber 699 Eighth Street San Francisco CA 94103 Address of Principal Executive Offices Zip Code 855 449-9642 Registrants Telephone Number including Area Code Securities registered pursuant to Section 12b of the Act Title of each class Name of each exchange on which registered Class Common Stock par value $.00000625 per share The Nasdaq Global Select Market Securities registered pursuant to Section 12g of the Act None Indicate by check mark if the registrant is well-known seasoned issuer as defined in Rule 405 of the Securities Act Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15d of the Act Yes No Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15d of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports and has been subject to such filing requirements for the past 90 days Yes No LI Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site if any every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files Yes No LI Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will in not be contained to the best of registrants knowledge in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K Indicate by check mark whether the registrant is large accelerated filer an accelerated filer non-accelerated filer or smaller accelerated filer and smaller in Rule 12b-2 of reporting company See the definitions of large accelerated filer reporting company the Exchange Act Check one Large accelerated filer Accelerated filer LI Non-accelerated filer check if smaller Smaller Do not reporting company reporting company Indicate by check mark whether the registrant is shell company as defined in Rule l2b-2 of the Act Yes LI No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $3257034695 as of the last business day of the registrants most recently completed second fiscal quarter based upon the closing sale price on The NASDAQ Global Select Market reported for such date As of February 15 2013 there were 598057857 shares of the registrants Class common stock outstanding 166918231 shares of the registrants Class common stock outstanding and 20517472 shares of the registrants Class common stock outstanding DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants Proxy Statement for the 2013 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein The proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31 2012 Zynga Inc Form 10-K For the Fiscal Year Ended December 31 2012 Page PART Item Business Item 1A Risk Factors 11 Item lB Unresolved Staff Comments 32 Item Properties 32 Item Legal Proceedings 33 Item Mine Safety Disclosures 33 PART II Item Market for Registrants Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item Selected Consolidated Financial Data 36 Item Managements Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A Quantitative and Qualitative Disclosures about Market Risk 63 Item Financial Statements and Supplementary Data 65 Item Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 101 Item 9A Controls and Procedures 101 Item 9B Other Information 101 PART III Item 10 Directors Executive Officers and Corporate Governance 102 Item 11 Executive Compensation 102 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13 Certain