SecProbe.io

April 26 , 201 3

Via E -mail
Mr. David Ebersman
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo  Park, CA 94025

Re: Facebook, Inc.
 Form 10-K for Fiscal Year Ended December 31, 201 2
Filed February 1, 2013
File No. 001-35551

Dear Mr.  Ebersman :

We have reviewed your filing an d have the following comment s. Comments, if any,
related to disclosure in Part III of your Form 10 -K, will be provided under separate cover after it
has been filed.   In our comment s, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested informat ion, or by advising us when you will provide the requested
response.   If you do not  believe our comment s apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendm ent to your filing and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31 , 201 2

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition, page 66

1. We note your disclosures now refer to advertising revenue that is generated by displaying
ad products on third -party affiliated websites or mobile apps.  Please describe the terms
and conditions of your advertising arrangements with these third -party affiliated websites
and mobile apps and explain further how the terms impact your accounting for such
revenues.  In this regard, tell us whether you account for advertising revenues from  third -
party websites and apps on a gross or net basis.  In your response, please address how

Mr. David Ebersman
Facebook, Inc.
April 2 6, 2013
Page 2

 you considered the guidance in ASC 605 -45-45 or provide the accounting guidance you
applied to these arrangements.  Lastly, please tell us the amount of revenues earned from
third -party affiliated websites or mobile apps for each period presented.

Note 10.  Commitments and Contingencies

Contingencies

Legal Matters, page 79

2. You state in your disclosures on page 44 that there was not at least a reasonable
possibility you may have incurred a material loss, or a material loss in excess of a
recorded accrual, with respect to loss contingencies for legal and other contingencies as
of December 31, 2012.   However, your footnote disclosures on page 80  appear
inconsistent with y our disclosures on page 44, as you appear to make this assertion for
the class action lawsuit only when you refer to the matters “set forth above.”   As it relat es
to the Summit and Timelines matters, tell us whether there is at least a reasonable
possibility that a loss has been incurred, and in your next periodic filing, please disclose
an estimate of the additional loss or range of loss in excess of amounts acc rued, if any;
state that such an estimate cannot be made; or, if true, state that the estimate is immaterial
in lieu of providing quantified amounts.   Please refer to ASC 450 -20-50.   Also, please
update us as to the current status of these claims.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments  or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to th e filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. David Ebersman
Facebook, Inc.
April 2 6, 2013
Page 3

You may contact  Melissa Kindelan, Staff Accountant , at (202) 551 -3564 if you have
questions regarding comments on the financial statements and re lated matters . If you have any
other questions, please contact Evan Jacobson, Attorney -Advisor, at (202) 551 -3428 or Barbara
Jacobs, Assistant Director, at (202) 551 -3735.   If you require further assistance, do not hesitate to
contact me at (202) 551 -3499.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief