SecProbe.io

May 1, 2015

Mr. David M. Wehner
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, CA 94025

Re: Facebook, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed January 29, 2015
File No. 001 -35551

Dear Mr. Wehner :

We have limi ted our review of your filing  to the financial statements and related
disclosures 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 resp ond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Result s of
Operations , page 32
1. Tell us what consideration you gave to providing an overview that  includes a balanced
executive -level discussion identifying  the most important themes or other significant
matters with which management is concerned in evaluating the company's financial
condition and operating results. In this regard, we note that you di scuss a number of
initiatives in your 4th quarter  2014 earnings call,  and it appears that revenues may be
impacted by factors other than  the growth in your user base . It also appears that you are
making investments in a number of areas where the timing and extent of monetization
may be uncertain, including the provision of fee internet services  in certain geographies
and the build -up of your Instagram, Messenger and Wh atsApp products , and that you
expect your full -year 2015 total GAAP expenses will increase 55 -70% compared to 2014.
Such a discussion should address these material opportunities, uncertainties, risks and
challenges facing the company in the short and lo ng term, as well as the significant area s
in which you expect to incur the  increased expenses.  We refer you to SEC Release No.
33-8350.

Mr. David M. Wehner
Facebook, Inc.
May 1 , 2015
Page 2

 Trends In Our User Metrics

Mobile DAU’s, page 34
2. We note that you define a mobile DAU  as a user who accessed Faceb ook via a mobile
application or via mobile version of your website such as facebook.com, whether on a
mobile phone or tablet, or used your Messenger app on a given day.  You also disclose  on
page 34  that on average during the month ended December 31, 2014, there were 589
million DAUs who accessed Facebook solely through mobile applications or your mobile
website, increasing 49% from 395 million mobile -only DAUs  during the same period in
2013. As such, i t appears that you define mobile -only DAUs as a user who  accessed
Facebook solely through mobile applications or your mobile website .  Please clarify your
definition of a mobile -only DAU and how a user who accesses Facebook through your
mobile website is different than a user who accesses Facebook through a mobile version
of your website. In this regard, please clarify how a mobile DAU differs from a mobile -
only DAU.

Results of Operations

Revenue, page 43
3. For the 2014 to 2013 comparative revenue discussion on page 43 you have identified that
the most important factor driving advertising revenue growth was News Feed ads on both
mobile and personal computers.  You also note a 40% reduction in ads delivered ov er
these periods caused by product changes, a shift in usage toward mobile devices and user
growth, yet average price per ad increased 173%.  To the extent there are  offsetting
material trends across or within the two platforms of personal computers and mo bile
devices and between News Feed and non -News Feed ads  that are reasonably likely to
have a material effect on financial condition or operating performance , tell us what
consideration you gave to providing historical News Feed and non -News Feed ad
revenu es, average price per ad and volume of ad placements by personal computer and
mobile devices . We refer you to SEC Release No. 33 -8350.

Notes To Consolidated Financial Statements

Note 2. Acquisitions, page 67
4. Please clarify the following with respect to  your acquisition of WhatsApp Inc.

 The methodology and market participant assumptions used in the valuation of the
acquired users intangible asset.
 The assumptions used to determine the useful life of the acquired users intangible asset.

Mr. David M. Wehner
Facebook, Inc.
May 1 , 2015
Page 3

  The specific synergies to which the Goodwill is attributable. In this regard, we note your
disclosure that the Goodwill is attributable to expected synergies from future growth,
potential monetization opportunities, strategic advantages provided i n the mobile
ecosystem , and  expansion of your mobile messaging offerings.   Please explain in more
detail how Facebook, Inc. expects to realize future economic benefits from this
acquisition .
 The factors you considered in determining whether WhatsApp Inc. is a separate rep orting
unit for purposes of testing Goodwill recoverability. Please tell us how you considered all
of the factors in ASC 350 -20-35-33 through 38.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be c ertain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and 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 comments, 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 the 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.

You may contact Laura Veator, Staff Accountant, at (202) 551 -3716  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 55 1-3226  with any other questions.

Sincerely,

  /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant