SecProbe.io

June 30, 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  reviewed your May 14, 2015  response to our comment letter 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 these  comment s 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 resp onse to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 1, 2015
letter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Trends In Our User Metrics

Mobile DAU’s, page 34
1. We note your proposed revised disclosure in response to prior comment 2 .  To further
distinguish between mobile DAU and mobile -only DAU , please expand the first
paragraph of your proposed disclosure to clarify,  if true, that a mobile DAU may have
also accessed your services via a personal computer on that day .

Mr. David M. Wehner
Facebook, Inc.
June 30, 2015
Page 2

 Results of Operations

Revenue, page 43
2. We note your response to prior comment 3 that advertisers do not select a particular
placement for a n ad on Facebook , rather you deliver ad placements a cross your network
using market -driven auction technology.  However, to the degree that your ad placements
result in differing revenues, costs and margins,  as appears to be the case with  News Feed
ad reve nues, any material operating result trends by types of ads or platforms would
appear to be useful information to investors.  In addition , you disclose a separate metric
for mobile DAUs and consider this a key metric. However, you do not disclose how
revenu e per user generated from your mobile platform differs from revenue per user
generated from all other platforms, and the factors that contribute to any differences.
Given your  disclosure that you anticipate that growth in mobile users will continue to be
the driver of your user growth for the foreseeable future , tell us what consideration you
gave to disclosing how this trend is reasonably likely to impact your overall  revenue
growth.

Notes To Consolidated Financial Statements

Note 2. Acquisitions, page  67
3. We note your response to prior comment 4 that expected revenue from existing users was
derived from a combination of subscription and non -subscription services. Please clarify
the nature of the non -subscription services that were  included.  Also, plea se tell us what
guideline public companies, social messagin g platforms and app businesses were used  in
deriving ARPU.
4. Please clarify  and explain  the methodology and market participant assumptions used in
the valuation of the acquired t echnology intangible  asset.
5. We note your response to prior comment 4 that  the Goodwill is attributable , in part, to the
expectation that WhatsApp’s future user base will continue to grow at a fast pace given
the hig hly engaging messaging service, and also that WhatsApp complements the
Company’s existing portfolio of services by offering a family of mobile apps to develop
more mobile experiences beyond just the main Facebook app . Please tell us ho w you
considered whether  expected growth in user base from these sources is attributable to
acquired technology.

Mr. David M. Wehner
Facebook, Inc.
June 30, 2015
Page 3

 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