SecProbe.io

February 28, 201 2

Via Email

David A. Ebersman
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, C A 94025

Re: Facebook, Inc.
  Registration Statement on Form S-1
Filed  February 1, 2012
  Amendment No. 1 to Registration Statement on Form S -1
  Filed February 8, 2012
File No.  333-179287

Dear Mr. Ebersman :

We have reviewed your registration statement , as amended, and have the following
comments.  In some of our comments,  we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Outside Front Cover Page

1. Please revise the second paragraph so it is consistent with the plain English requirements
of Rule 421(d) of Regulation C.  In addition, briefly discuss Mr. Zuckerberg‟s ability to
designate a successor, and the implica tions of being a “controlled company .”

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 2

 Prospectus Summary

Facebook, Inc., page 1

2. Please concisely explain the extent of Mr. Zuckerberg‟s post -offering control; for
example, discuss his voting majority, his ability to designate a successor, and the
impli cations of being a “controlled company. ”

3. Please provide supplemental, qualitative, or quantitative support for the second sentence
of the fourth paragraph , and the related statement s on page s 42 and 75 .

Foundations of the Social Web

How We Create Value for Users

Control What You Share, page 2

4. We note your statements in this section and throughout your prospectus regarding users ‟
ability to control what they share, and with whom they share it.   Please describe to us the
level of control that users have over sharing information with you, given  your collection
and use of this information to  deliver target ed ads and other user -focused information .  In
addition, consider providing disclosure in sections that discuss user control of
information, your ability to collect user information, and the risks associated with your
privacy policies .

Authentic Identity , page 2

5. We note your statements in this section and throughout your prospectus regarding the
importance of authentic identi ty.  Please balance this disclosure by discussing the impact
of fictitious or duplicate accounts and also by noting that authentic people may take
inauthentic actions.   Also, explain the limitations inherent in simply encourag ing users to
be their “true se l[ves] online. ”

Our Market Opportunity

Our Market Opportunity for Payments, page 4

6. Please revise here and throughout your prospectus to disclose the author and date of the
researc h reports cited.

7. Please revise here and on page 80 to clarify that the statistics provided for virtual goods
are for virtual goods in social  networking and online gaming.

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 3

 8. The materials provided to support the statistics regarding virtual goods are from a
November 2010 report.  Please confirm that you are not aware of similar  reports that have
been prepared by the authors you cite, or others, after the dates of this source.  If you are
aware of any such reports, please confirm that the conclusions do not vary materially
from the cited reports, and consider including disclosure  regarding the continued utility
of the report .

Offering, page 7

9. Please explain  why the shares outstanding after the offering assumes the conversion by
certain of your existing stockholders of Class B common stock to Class A common stock
and tell us how these shares differ from the automatic conversion of Class B common
stock to Class A common stock by the selling shareholders in this offering.

Risk Factors , page 11

10. Please add a risk factor addressing potential measurement issues  in user metrics, as you
discuss on page 33.  See Item 503(c) of Regulation  S-K.

“We generate a substantial majority of our revenue from advertising… ,” page 12

11. You state that your advertising revenue could be adversely affected by legal
developments rel ating to advertising and the degree to which users opt out of social ads
or otherwise limit the potential audience of commercial content .  Please discuss the
potential risks to your current and planned business model posed by the recently released
Consumer  Privacy Bill of Rights.  See Item 503(c) of Regulation  S-K.  For example,
discuss how it could impact your ability to offer advertisers reach, relevance, social
context and engagement to enhance the value of their ads.

“Growth in the use of Facebook through our mobile products… ,” page 13

12. Your statement that users “could decide” to increasingly access your products primarily
through mobile devices appears to contradict the first part of this risk factor.  Further,
assuming that the trend towards mobil e continues and your mobile monetization efforts
are unsuccessful, ensure that your disclosure fully addresses the potential consequences
to your revenue and financial results rather than just stating that they “may be negatively
affected.”

“We currently generate significant revenue as a result of our relationship… ,” page 18

13. You state that Zynga‟s apps generate a “significant” number of pages on which you
display ads from other advertisers.  Please include relevant quantitative disclosure, if
material .  See Item 503(c) of Regulation  S-K.

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 4

 14. You state that if Zynga launches games on or migrates games to competing platforms,
you could lose Zynga as a significant platform developer and your financial results could
be adversely affected.   Articles suggest tha t Zynga may be  actively trying to  develop its
own platform, and  move into other platforms such as mobile platforms  and Google+ .
Please revise, if true.

“Our CEO has control over key decision making… ,” page 20

15. In addition to disclosing the number of shares of common stock that Mr. Zuckerberg will
hold following your initial public offering, please also quantify the percentage of voting
control that Mr. Zuckerberg will hold post -offering .  See Item 503(c) of Regu lation  S-K.

16. Please more fully explain how the risk of Mr. Zuckerberg‟s control affects you and the
Class A common stock holders  on a short -term and long -term basis.

“The loss of one or more of our key personnel… ,” page 23

17. Please revise the first paragraph to disclose that although you have employment
agreements with Mr. Zuckerberg and Ms. Sandberg , they  have no specific lengths and
constitute at -will employment .  See Item 503(c) of Regulation  S-K.

“Computer malware, viru ses, hacking and phishing attacks, and spamming… ,” page 24

18. Please tell us what consideration you gave to  including expanded disclosure consistent
with the guidance provided by the Division of Corporation Finance‟s Disclosure
Guidance Topic No. 2.   See Ite m 503(c) of Regulation  S-K.

“The dual class structure of our common stock and the voting agreements… ,” page 31

19. Please revise this  subcaption to describe the risk  to investors .  See Item 503(c) of
Regulation  S-K.

“We have elected to take advantage of  the „controlled company‟ exemption… ,” page 31

20. Please revise this  subcaption to describe the risk  to investors .  See Item 503(c) of
Regulation  S-K.  In addition, revise the risk factor to provide a more detailed discussion
of the risks associated with bei ng a “controlled company. ”

Industry Data and User Metrics , page 33

21. Please provide an estimate of the percentage of accounts that you believe to be fictitious
or duplicates.

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 5

 Capitalization, page 35

22. We note that the pro forma as adjusted stockholders‟ equity assumes the exercise by Mr.
Zuckerberg of an outstanding stock option to purchase 120,000,000 shares of Class B
common stock and the automatic conversion of such shares into Class A common stock.
Please tell us  how you determined this adjustment me ets the factually supportable criteria
of Rule 11 -02(b)(6) of Regulation S -X such that it should be included   in your pro forma
disclosures .

23. We note that the shares of Class B common stock being offered for sale by the selling
shareholders will automatically convert to Class A common stock upon sale.  Please
include a footnote to your capitalization table explaining the potential change to the
number of Class A and Class B common shares outstanding upon sale of the selling
stockhol ders‟ shares in  this offering.

Management‟s Discussion and Analysis of Financial Condition and Results of Operations

Overview , page 42

24. Please provide a more detailed discussion of the key challenges you are facing .  For
example, discuss how you plan to address the cha llenges associated with increased user
access to and engagement with Facebook through your mobile products, where you do
not currently directly generate meaningful revenue, particularly to the extent that mobile
engagement is substituted for engagement wit h Facebook on personal computers .  For
guidance, refer to Section III .A of SEC Release No. 33 -8350.

25. Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on s ales or results of
operations.  For example, your overall revenue growth and advertising revenue growth
decelerated from 2010 to 2011 compared to 2009 to 2010, and in a risk factor on page 18,
you state that you expect that your rates of revenue growth wil l decline over time.  In
addition,  as noted on pages 44 and 45, your daily and monthly active user growth rates
have decelerated , and there are markets, such as China, that you may not be able to
penetrate .  See Item 303(a) of Regulation S -K, and for guida nce, refer to Section  III.B.3
of SEC Release No. 33 -8350.

Trends in Our User Metrics, page 44

26. You define a monthly active user as a registered Facebook user who logged in and visited
Facebook through the Facebook website or a mobile device, or took an action to share
content or activity with his or her Facebook friends or connections via a third -party
website that is integrated with Facebook, in the last 30 days as of the date of
measurement.  Please provide examples of the actions someone may take to be counted
as an active user  and indicate how those actions will or will not expose the users to ad s

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 6

 and other methods of generating revenue .  If a user performs any of those actions more
than once in the 30  day period, please clarify whether they are counted more than  once.
Please make similar revisions  to your daily active users metric.

27. Please d isclose the number of users that primarily  access Facebook via mobile apps or
your mobile website, and the number of users that primari ly take actions to share content
or activity via an integrated third party website during the monthly and daily measuring
periods, or tell us why such information would not be material to investors .

28. Please disclose whether  your monthly active users and daily active user statistics include
users such as businesses, brands, or charities that are accessing their Facebook Pages , and
the number of such users, if material .

29. Please disclos e the numbers of registered Facebook users and users who have deactivated
their accounts during the periods presented , or tell us why such disclosure is not material
to investors .

30. Please revise you r disclosure of MAUs and DAUs for each of the four geographic regions
to relate these metrics to revenues by categories of advertising and payment revenues,
presenting their monetization by comparative periods, regions, and by the sale of
advertising and p ayment processing.   Alternatively, tell us why disclosure of these or
other key monetization performance indicators is not material to investors.   For guidance,
refer to Section I.B of SEC Release No. 33 -8350 .

Monthly Active Users  (MAUs) , page 44

31. Please explain how you determined the MAU s reported at each quarter period end in the
Monthly Active User Charts.  In this regard , you disclose that th e measurement is over
the last 30  days as of the date of measurement.  Please explain and clarify if that  means as
of a quarter -end and explain how the first two months of the quarter are included in the
computation of MAU s.

32. Please explain how you estimated the penetration rates presented on the bottom of
page  44 and top of page 45.

Daily Active Users  (DAUs ), page 45

33. You state that you view DAUs and DAUs as a percentage of MAUs as a measure of user
engagement.  Please quantify this metric and discuss its impact on your revenues for the
periods presented.

34. You disclose on page 45 that worldwide DAUs increase d 48% to 483 million on average
during December 2011 from 327 million during December 2010.  The key contributor to
this growth was increased mobile usage in DAUs across major markets including Brazil,

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 7

 Canada, Germany, Mexico, the United Kingdom, and the U nited States.  Since DAUs as
a percentage of MAUs increased from 54% in Decemb er 2010 to 57% in
December  2011, please quantify how mobile usage contribute s to that increase, as well as
the worldwide DAU increase alone in absolute amounts .

Mobile MAUs, page 46

35. Please provide mobile MAU metrics for prior periods similar to what you have provided
for MAUs and DAUs.  In addition, disclose geographic metrics for mobile MAUs similar
to what you have provided for MAUs and DAUs.   Also, please tell us why you h ave not
included mobile DAUs.

Factors Affecting Our Performance, page 46

36. Please provide a more detailed explanation of how you monetize advertising .  For
example, consider including quantitative disclosure regarding the overall number of ads
shown, number of advertisers, average price per ad, reserve price, revenue per user, and
trends in display and performance -based advertising for each of the periods presented.
See Item 303(a) of Regulation S -K, and for guidance, refer to Section  III.B of SEC
Release No. 33 -8350.

37. In view of the material charge to earnings from the vesting of your Pre-2011 RSU s,
please tell us why you have not disclosed the nature and amount of the expected charges
in this section .

Components of Results of Operations

Revenue, page 47

38. Please consider disclosing the amount or percentage of revenue generated from
click -based ads, impression -based ads, and sponsored stories .

Results of Operations

Years Ended December  31, 2009, 2010, and 2011

Revenue

2011 Compared to 2010, page 50

39. Please consider disclosing the number of paid clicks, impression -based ads and sponsored
stories or the percentage change in each of these advertising products,  period over period
to provide product usage frequency and trend information to investors.   Alternatively, tell

David A. Ebersman
Facebook, Inc.
February 2 8, 2012
Page 8

 us what other relevant metrics you use to monitor your advertising revenues  among these
advertising products .  For guidance, refer to Section II I.B of SEC Release No. 33-8350.

40. Please provide more detailed disclosure regarding the extent that user growth, product
changes, and increases in mobile usage individually impacted your increases in revenues .
See Ite m 303(a)(3) of Regulation S -K.

41. Please explain whether  revenue from virtual goods payments is concentrated among a
few users .  In this regard, consider d isclo