Zynga 2011 Annual Report Download

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ZYNGA INC
FORM 10-K
(Annual Report)
Filed 02/28/12 for the Period Ending 12/31/11
Address 699 EIGHTH STREET
SAN FRANCISCO, CA 94103
Telephone 800-762-2530
CIK 0001439404
Symbol ZNGA
SIC Code
7374 - Computer Processing and Data Preparation and Processing Services
Industry Software & Programming
Sector Technology
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2012, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ZYNGA INC FORM 10-K (Annual Report) Filed 02/28/12 for the Period Ending 12/31/11 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 699 EIGHTH STREET SAN FRANCISCO, CA 94103 800-762-2530 0001439404 ZNGA 7374 - Computer Processing and Data Preparation and Processing Services ...

  • Page 2
    ... was the initial trading date of the registrant's Class A common stock on the NASDAQ Global Select Market, since on June 30, 2011 (the last business day of the registrant's second fiscal quarter), the registrant was a privately-held company. As of February 14, 2012, there were 121,705,489 shares of...

  • Page 3
    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 registrant's fiscal year ended December 31, 2011.

  • Page 4
    ... metrics are based on internally-derived measurements across all platforms on which our games are played. For further information about DAUs, MAUs, MUUs, ABPU and MUPs as measured by us, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations...

  • Page 5
    ... not limited to, statements concerning the following our future relationship with Facebook; our corporate strategy and initiatives; launching new games and enhancements to games that are commercially successful; continued growth in demand for virtual goods and in the social games industry; building...

  • Page 6
    ... and changed our name to Zynga Inc. in November 2010. We completed our initial public offering in December 2011 and our Class A common stock is listed on the NASDAQ Global Select Market under the symbol "ZNGA." As of December 31, 2011, we had 2,846 full-time employees. Our Strategy Our mission is to...

  • Page 7
    ... games include CityVille, Zynga Poker, FarmVille, CastleVille , FrontierVille, Mafia Wars and Word with Friends . In the first quarter of 2012, we launched several new games, including Hidden Chronicles, Zynga Bingo, Scramble With Friends, Slingo and Dream Heights . Virtual Goods Our primary revenue...

  • Page 8
    ... within game play; Engagement Ads and Offers in which players can answer certain questions or sign up for third party services to receive virtual currency; Mobile Ads through ad-supported free versions of our mobile games such as Words with Friends ; and Display Ads in our online web games that...

  • Page 9
    ... rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business, thereby harming our operating results. Companies in the Internet, games, social media, technology and other industries may own large numbers of patents...

  • Page 10
    ... that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business. In the United States and internationally, laws relating to the liability of providers of online services for activities of their users and other...

  • Page 11
    ... condition and the trading price of our Class A common stock could be materially and adversely affected. Risks Related to Our Business and Industry If we are unable to maintain a good relationship with Facebook, our business will suffer. Facebook is the primary distribution, marketing, promotion...

  • Page 12
    ... cards until April 30, 2012. Facebook may also change its fee structure, add fees associated with access to and use of the Facebook platform, change how the personal information of its users is made available to application developers on the Facebook platform or restrict how Facebook users can share...

  • Page 13
    ... assess our future prospects. Our business model is based on offering games that are free to play. To date, only a small portion of our players pay for virtual goods. We rely on a small portion of our total players for nearly all of our revenue. Compared to all players who play our games in any...

  • Page 14
    ... as we develop games in new genres or new markets, including international markets and mobile platforms. If we do not successfully launch games that attract and retain a significant number of players and extend the life of our existing games, our market share, reputation and financial results will...

  • Page 15
    ...relatively limited experience working with wireless carriers, mobile platform providers and other partners whose cooperation we may need in order to be successful; we may encounter difficulty in integrating features on games developed for mobile platforms that a sufficient number of players will pay...

  • Page 16
    ...This decrease in in-game offers led to a reduction of advertising revenue in 2010 as compared to 2009. Our decisions may not result in the long-term benefits that we expect, in which case the success of our games, business and operating results could be harmed. If we lose the services of our founder...

  • Page 17
    ... attract players in countries other than the United States is a critical element of our business strategy. An important part of targeting international markets is developing offerings that are localized and customized for the players in those markets. We have a limited operating history as a company...

  • Page 18
    ... primarily focused on specific international markets, such as Tencent Holdings Limited in Asia, and high-profile companies with significant online presences that to date have not developed social games, such as Amazon.com, Facebook, Google Inc., Microsoft Corporation and Yahoo! Inc., may decide to...

  • Page 19
    ...of virtual goods used in our games through unauthorized third-party websites, which may impede our revenue growth. Some of our players may make sales and/or purchases of our virtual goods, such as Zynga Poker virtual poker chips, through unauthorized third-party sellers in exchange for real currency...

  • Page 20
    ... of a new game, stop offering a game or certain features of a game, pay royalties or significant settlement costs, purchase licenses or modify our games and features while we develop substitutes. In addition, we use open source software in our games and expect to continue to use open source software...

  • Page 21
    ... issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet and mobile platforms have recently come under increased public...

  • Page 22
    ... and the storing, sharing, use, processing, disclosure and protection of personal information and other player data on the Internet and mobile platforms, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We...

  • Page 23
    ... social platforms. For example, the government of the People's Republic of China has blocked access to Facebook in China. If companies or governmental entities block or limit access to Facebook or our website or otherwise adopt policies restricting players from playing our games our business could...

  • Page 24
    ... results that may arise as we pursue new business initiatives may adversely affect our reputation, business, financial condition and results of operations. Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. dollars. As we continue to expand our...

  • Page 25
    ..., and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and...

  • Page 26
    ... shares of our Class A common stock were sold in our initial public offering in December 2011 at a price of $10.00 per share, our stock price has ranged from $7.97 to $14.35, through February 22, 2012. In addition to the factors discussed in these "Risk Factors" and elsewhere in this Annual Report...

  • Page 27
    ...could lose visibility in the financial markets, which could cause our share price or trading volume to decline. Future sales or potential sales of our Class A common stock in the public market could cause our share price to decline. We have a small public float relative to the total number of shares...

  • Page 28
    ...of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation...

  • Page 29
    ... These additional domestic and international facilities total approximately 456,000 square feet. We believe that our existing facilities are sufficient for our current needs. We intend to add new facilities and expand our existing facilities as we add employees and expand our markets, and we believe...

  • Page 30
    ... OF EQUITY SECURITIES Our Class A common stock has been listed on the NASDAQ Global Select Market under the symbol "ZNGA" since December 16, 2011. Prior to that time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low sales prices per...

  • Page 31
    ... other relationships, to information about us. Use of Proceeds On December 15, 2011, our registration statement on Form S-1 (File No. 333-175298) was declared effective for our initial public offering pursuant to which we sold 100,000,000 shares of Class A common stock at a public offering price of...

  • Page 32
    ... our Class A common stock on the NASDAQ Global Select Market) and the last trading day of the fiscal year ended December 31, 2011. The graph assumes that $100 was invested on December 16, 2011 in the Class A common stock of Zynga Inc., the S&P 500 Index, the NASDAQ 100 Index and the NASDAQ Internet...

  • Page 33
    ... and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes, which are included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended December 31, 2011, 2010 and 2009 as...

  • Page 34
    ... the number of individuals who played a particular game during a 30-day-period, as recorded by our internal analytics systems. Average MAUs is the average of the MAUs at each month-end during the period reported. See the section titled "Management's Discussion and Analysis of Financial Condition and...

  • Page 35
    Table of Contents the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Revenue Recognition." We use bookings to evaluate the results of our operations, generate future operating plans and assess the performance of our company. While we believe ...

  • Page 36
    ...not include the impact of stock-based compensation expense; bookings and adjusted EBITDA do not reflect that we defer and recognize online game revenue and certain advertising transactions revenue over the estimated average life of virtual goods or as virtual goods are consumed; adjusted EBITDA does...

  • Page 37
    ... and mobile platforms to players worldwide, wherever and whenever they want. All of our games are free to play, and we generate revenue through the ingame sale of virtual goods and advertising. We are a pioneer and innovator of social games and a leader in making play a core activity on the Internet...

  • Page 38
    ... iTunes accounts and direct wires. Players can purchase game cards from retailers and distributors for use on these platforms. Advertising. Advertising revenue primarily includes branded virtual goods and sponsorships, engagement ads and offers, mobile ads and display ads. We generally report our...

  • Page 39
    ... Financial Data of this Annual Report on Form 10-K. Key Operating Metrics We manage our business by tracking several operating metrics: "DAUs," which measures daily active users of our games, "MAUs," which measures monthly active users of our games, "MUUs," which measures monthly unique users...

  • Page 40
    ... particular period is the average of the MUUs at each month-end during that period. We use MUU as a measure of total audience reach across our network of games. MUPs . We define MUPs as the number of unique players who made a payment at least once during the applicable month through a payment method...

  • Page 41
    ... correlated to the success of our new games and our success in releasing engaging content and features. Game monetization . We generate most of our bookings and revenue from the sale of virtual goods in our games. The degree to which our players choose to pay for virtual goods in our games is driven...

  • Page 42
    ..., marketing and other operating costs in advance of the associated bookings and revenue. Our financial performance will be impacted by our investment in these initiatives and their success. Stock-based Compensation Expense Related to Outstanding ZSUs. Prior to our initial public offering, we...

  • Page 43
    ... research and development expenses to increase in absolute dollars for the foreseeable future as we grow our business. Sales and marketing. Our sales and marketing expenses consist primarily of player acquisition costs, which are advertisements designed to drive players into our games, salaries...

  • Page 44
    ... as a percentage of revenue for those periods. 2011 For The Year Ended December 31, 2010 2009 Consolidated Statements of Operations Data: Revenue Costs and expenses: Cost of revenue Research and development Sales and marketing General and administrative Total costs and expenses Income (loss...

  • Page 45
    ... our online game revenue. In 2010, Mafia Wars , FarmVille and Zynga Poker were our top revenuegenerating games and comprised 28%, 30% and 20%, respectively, of online game revenue. No other game generated more than 10% of online game revenue during either year. Consumable virtual goods accounted for...

  • Page 46
    ... player activity, and an increase of $13.4 million in headcount-related costs for our technology and customer support groups to support the growth of our business. In addition, payment processing fees increased by $9.6 million. Research and development Year Ended December 31, 2011 2010 (dollars...

  • Page 47
    ... of $44.5 million in player acquisition costs, an increase of $18.7 million in headcount-related costs and an increase of $5.5 million in general marketing expenses related to new marketing and brand programs. General and administrative Year Ended December 31, 2011 2010 (dollars in thousands) 2009...

  • Page 48
    ... credit agreement signed in July 2011. 2010 Compared to 2009. Other income (expense), net increased $0.6 million in 2010 primarily due to an increase in net transaction gain on foreign exchange rate changes. (Provision for) / benefit from income taxes Year Ended December 31, 2011 2010 (dollars...

  • Page 49
    ...For the Three Months Ended: Mar 31, Dec 31, Sep 30, 2011 2010 2010 (as a percentage of revenue) Jun 30, 2010 Mar 31, 2010 Consolidated Statements of Operations Data: Revenue Costs and expenses: Cost of revenue Research and development Sales and marketing General and administrative Total costs and...

  • Page 50
    ...the Three Months Ended Jun 30, Mar 31, Dec 31, Sep 30, 2011 2011 2010 2010 (dollars in thousands, except ABPU data) Jun 30, 2010 Mar 31, 2010 Other Financial and Operations Data: Bookings Adjusted EBITDA Average DAUs (in millions) Average MAUs (in millions) Average MUUs (in millions) Average MUPs...

  • Page 51
    ...ZSUs that vested upon our initial public offering, stock awards issued in connection with business acquisitions and expense associated with stock warrants and employee stock options. Non-cash depreciation and amortization expense was $95.4 million during 2011, an increase from prior years due to our...

  • Page 52
    ... million shares of our outstanding capital stock for a total purchase price of $283.8 million and made payments of $83.2 million related to tax withholding obligations and the related net settlement of equity awards during 2011. Credit Facility In July 2011, we executed a revolving credit agreement...

  • Page 53
    ...our games. Online game We operate our games as live services that allow players to play for free. Within these games, players can purchase virtual currency to obtain virtual goods to enhance their game-playing experience. Players can primarily pay for our virtual currency using Facebook Credits when...

  • Page 54
    ... 2010, and by April 2011 this migration was complete. Facebook Credits is Facebook's proprietary virtual currency that Facebook sells for use on the Facebook platform. Under the terms of our agreement, Facebook sets the price our players pay for Facebook Credits and collects the cash from the sale...

  • Page 55
    ... Credits in our games, players could purchase our virtual goods through various widely accepted payment methods offered in the games and we recognized revenue based on the transaction price paid by the player. We estimate chargebacks from Facebook and our third-party payment processors to account...

  • Page 56
    ...service period, net of estimated forfeitures. These unvested Series Z preferred shares automatically converted to restricted class B common shares upon completion of our initial public offering in December 2011. We estimate the fair value of stock options using the Black-Scholes option-pricing model...

  • Page 57
    ...our initial estimates. We record stock-based compensation expense for stock options on a straight-line basis over the vesting term. For stock options issued to non-employees, including consultants, we record expense equal to the fair value of the options calculated using the Black-Scholes model over...

  • Page 58
    ... denominated in currencies other than the U.S. dollar, we believe such a change would not have a material impact on our results of operations. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to...

  • Page 59
    ... AND SUPPLEMENTARY DATA Zynga Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders' Equity (Deficit...

  • Page 60
    ... Zynga Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule listed in the Index at Part...

  • Page 61
    ... 2010 Assets Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance of $163 and $325 at December 31, 2011 and 2010, respectively Income tax receivable Deferred tax assets Restricted cash Other current assets Total current assets Long-term marketable...

  • Page 62
    Table of Contents Zynga Inc. Consolidated Statements of Operations (In thousands, except per share data) 2011 Year Ended December 31, 2010 2009 Revenue Costs and expenses: Cost of revenue Research and development Sales and marketing General and administrative Total costs and expenses Income (loss) ...

  • Page 63
    ..., net of issuance costs Vesting of restricted stock following the early exercise of options Issuance of common stock warrants in connection with services Stock-based compensation Comprehensive income (loss): Net loss Unrealized loss on marketable securities Foreign currency translation adjustments...

  • Page 64
    ... stock Tax benefits from stock-based compensation Deemed dividend to a Series B-2 convertible preferred stockholder Comprehensive income (loss): Net loss Unrealized gain on marketable securities Foreign currency translation adjustments Total comprehensive income (loss) Balance at December 31, 2010...

  • Page 65
    ... of Class A common stock from initial public offering, net of issuance costs Vesting of common shares following the early exercise of options Tax cost from stock-based compensation Comprehensive (loss): Net loss Unrealized loss on marketable securities Foreign currency translation adjustment Total...

  • Page 66
    ...assets Business acquisitions, net of cash acquired Restricted cash Proceeds from sales of investments, assets and other, net Other investing activities, net Net cash used in investing activities Financing activities Net proceeds from initial public offering Taxes paid related to net share settlement...

  • Page 67
    ... Internet and on social networking sites and mobile platforms. We generate revenue primarily through the in-game sale of virtual goods. Our operations are headquartered in San Francisco, California, and we have several operating locations in the U.S. as well as various international office locations...

  • Page 68
    ...games as live services that allow players to play for free. Within these games, players can purchase virtual currency to obtain virtual goods to enhance their game-playing experience. Players can pay for our virtual currency using Facebook Credits when playing our games through the Facebook platform...

  • Page 69
    ... 2010, and by April 2011 this migration was complete. Facebook Credits is Facebook's proprietary virtual currency that Facebook sells for use on the Facebook platform. Under the terms of our agreement, Facebook sets the price our players pay for Facebook Credits and collects the cash from the sale...

  • Page 70
    ... and stock-based compensation for our customer support and infrastructure teams. Cost of revenue also includes amortization expense related to purchased technology of $28.4 million, $8.8 million and $2.3 million for the years ended December 31, 2011, 2010 and 2009, respectively. Cash and Cash...

  • Page 71
    ...the initial public offering, which will only be subject to a service condition, we will recognize stock-based compensation expense on a ratable basis over the requisite service period for the entire award. In 2010 and 2011, we issued unvested Series Z preferred stock to employees of certain acquired...

  • Page 72
    ...our initial estimates. We record stock-based compensation expense for stock options on a straight-line basis over the vesting term. For stock options issued to non-employees, including consultants, we record expense related to stock options equal to the fair value of the options calculated using the...

  • Page 73
    ...Advertising costs, which are included in sales and marketing expense, primarily consisting of player acquisition costs, totaled $102.6 million, $83.4 million and $35.6 million for the years ended December 31, 2011, 2010 and 2009, respectively. 2. Cash, Cash Equivalents and Marketable Securities Cash...

  • Page 74
    ... cost basis. 3. Fair Value Measurements Our financial instruments consist of cash equivalents, short-term marketable securities and accounts receivable. Accounts receivable, net, are stated at their carrying value, which approximates fair value due to the short time to expected receipt of cash. Cash...

  • Page 75
    ... strategy, we completed 15 acquisitions in 2011. The purpose of these acquisitions was to expand our social games offerings, obtain employee talent, and expand into new international markets. The results of operations for each of these acquisitions have been included in our consolidated statement...

  • Page 76
    ... 2011 or 2010 consolidated statements of operations, either individually or in the aggregate. 2010 Acquisitions In November 2010, we completed our acquisition of Newtoy, Inc., a provider of online mobile gaming services. The purchase price was $53.3 million, consisting of $44.3 million in cash and...

  • Page 77
    ... assets for the years ended December 31, 2011, 2010 and 2009 was $26.6 million, $8.8 million and $2.3 million, respectively, and is included in cost of revenue on the accompanying consolidated statements of operations. As of December 31, 2011, future amortization expense related to the intangible...

  • Page 78
    ...began forming non-U.S. operating companies during 2010, the revenue from non-U.S. users was earned by our U.S. Company, resulting in virtually no foreign profit before tax. The new foreign entities, as start-up companies, generated operating losses in 2010 and 2011. During 2010 and 2011, the net tax...

  • Page 79
    ... not been provided is approximately $1.2 million. Deferred tax assets and liabilities consist of the following (in thousands): December 31, 2011 2010 Deferred tax assets: Deferred revenue Net operating loss carryforwards Accrued compensation Tax credit carryforwards Deferred rent Accrued expenses...

  • Page 80
    ... carryforwards related to stock options is approximately $83.7 million, the benefit of which will be credited to additional paid-in capital when realized. The federal and state net operating loss carryforwards are subject to various annual limitations under Section 382 of the Internal Revenue Code...

  • Page 81
    ..., acquisition-related expenses, compensation liabilities and accrued accounts payable. 9. Stockholders' Equity Convertible Preferred Stock As a result of closing the initial public offering in December 2011, our convertible preferred stock was automatically converted into Class B common stock. The...

  • Page 82
    ... agreement was executed and the investor's right to receive the warrant was extinguished. In June 2011, in connection with a service arrangement with a related party, we issued a warrant to purchase 1.0 million shares of our Class B common stock at an exercise price of $0.05 per share to a service...

  • Page 83
    ...the initial public offering, remained subject to repurchase. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in our consolidated financial statements: 2011 Year Ended December 31, 2010 2009 Expected term, in years Risk-free...

  • Page 84
    ... unvested shares of Class B common stock that were Series Z convertible preferred stock prior to the initial public offering, respectively, is expected to be recognized over a weighted-average recognition period of approximately 1.5 years. The following table shows stock option activity for 2011 (in...

  • Page 85
    ... (initial public offering or change of control) in order to vest. These ZSUs had a grant date fair value of $6.44 per share. We also paid this group of employees retention cash bonus payments totaling $3.6 million. 2011 Employee Stock Purchase Plan Our 2011 Employee Stock Purchase Plan ("2011 ESPP...

  • Page 86
    ... stock using the two-class method required for participating securities. Prior to the date of the initial public offering, we considered all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. Additionally, we consider shares issued...

  • Page 87
    ... (loss) per share Number of shares used in basic computation Conversion of Class C to Class B and Class A common shares outstanding Conversion of Class B to Class A common shares outstanding Weighted average effect of dilutive securities: Employee stock options Warrants ZSUs Number of shares used in...

  • Page 88
    ... payment processing. Future minimum purchase commitments that have initial or remaining non-cancelable terms as of December 31, 2011, are as follows (in millions): Year ending December 31: 2012 2013 2014 $ 9.3 1.7 0.2 $11.2 Future minimum purchase commitments increased in 2011 for costs associated...

  • Page 89
    ... the plan. To date, we have not made any matching contributions to this plan. 13. Geographical Information The following represents our geographic revenue based on the location of our players: Revenue (in thousands) 2011 Year Ended December 31, 2010 2009 United States All other countries(1) Total...

  • Page 90
    ... a formula using certain market rates, as described in the credit agreement. We have not drawn down any funds under the terms of the credit agreement. 15. Related Party Transactions In March 2011, we repurchased 7.8 million shares of Class B common stock from Mr. Pincus for a total purchase price of...

  • Page 91
    ... This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies...

  • Page 92
    ... to Zynga's Proxy Statement for its 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2011. Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees...

  • Page 93
    ... filed the following documents as part of this Form 10-K: 1. Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash...

  • Page 94
    ...13, 2011. Warrant to Purchase Class B Common Stock, dated July 31, 2009, issued to Allen & Company LLC. Warrant to Purchase Class B Common Stock, dated June 16, 2011, issued to Kleiner Perkins Caufield & Byers, LLC. Zynga Inc. 2011 Employee Stock Purchase Plan. Revolving Credit Agreement, dated July...

  • Page 95
    ... Stock Unit Agreement under 2011 Equity Incentive Plan. List of subsidiaries. Consent of Independent Registered Public Accounting Firm. Power of Attorney (included in signature page). Certification of the Chief Executive Officer of Zynga Inc. pursuant to rule 13a-14 under the Securities Exchange...

  • Page 96
    ... of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 28, 2012. Z YNGA I NC...

  • Page 97
    Table of Contents Signature Title Date /s/ Stanley J. Meresman Stanley J. Meresman /s/ Sunil Paul Sunil Paul /s/ John Schappert John Schappert /s/ Owen Van Natta Owen Van Natta Director Director Director Director February 28, 2012 February 28, 2012 February 28, 2012 February 28, 2012 93

  • Page 98
    ...13, 2011. Warrant to Purchase Class B Common Stock, dated July 31, 2009, issued to Allen & Company LLC. Warrant to Purchase Class B Common Stock, dated June 16, 2011, issued to Kleiner Perkins Caufield & Byers, LLC. Zynga Inc. 2011 Employee Stock Purchase Plan. Revolving Credit Agreement, dated July...

  • Page 99
    ... Stock Unit Agreement under 2011 Equity Incentive Plan. List of subsidiaries. Consent of Independent Registered Public Accounting Firm. Power of Attorney (included in signature page). Certification of the Chief Executive Officer of Zynga Inc. pursuant to rule 13a-14 under the Securities Exchange...

  • Page 100
    ...Ltd. (China) Zynga Game International Limited (Ireland) Zynga Game Ireland Limited (Ireland) Zynga Luxembourg S.Ã r.l. (Luxembourg) Zynga Game Holdings Limited (Ireland) Zynga Japan K.K. (Japan) Zynga Game Network India Private Limited (India) Zynga Germany GmbH (Germany) Zynga U.K. Limited (United...

  • Page 101
    ... Plan and 2011 Employee Stock Purchase Plan of Zynga Inc., of our report dated February 28, 2012, with respect to the consolidated financial statements and schedule of Zynga Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2011. /s/ Ernst & Young LLP San Francisco...

  • Page 102
    ...'s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /s/ Mark Pincus Mark...

  • Page 103
    ...ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /s/ David M. Wehner David...

  • Page 104
    ... Pincus, Chief Executive Officer of Zynga Inc. (the "Company"), and David M. Wehner, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge: 1. 2. The Company's Annual Report on Form 10-K for the period ended December 31, 2011, to which this Certification...