SecProbe.io

Mail Stop 4561
April 25 , 2016

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

Re: Facebook, Inc.
 Form 10 -K for the Fis cal Year Ended December 31, 2015
Filed January 28, 2016
File No. 001 -35551

Dear Mr. Wehner :

We have reviewed your filing  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 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.

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

 Results of Operations

 Provision for income taxes, page 45

1. Based on the information in note 13, w e calculate your domestic federal effective tax rate
for the U.S. in 2015 to be 79%.  Please explain to us the reasons why the domestic federal
effective tax rate was so much higher than your statutory rate.

2. We note from y our remarks in an earnings call dated January 27, 2016, that you
anticipate your full year GAAP tax rates to be in the low 30’s on a percentage basis and
that you expect your tax rate will decline further over time and resemble those for your
global peers over the next several years.  Please tell us the reasons for your expectation of
a decreasing effective tax rate from 40% in 2015 to the low 30’s on a percentage basis.

Mr. David M. Wehner
Facebook, Inc.
April 25 , 2016
Page 2

 Notes to Consolidated Financial Statements

Note 13. Income Taxes, page 78

3. We note th at your domestic income before provision for income taxes decreased from
$4,918 million in 2014 to $2,802 million in 2015.  Conversely, we note that your foreign
income before provision for income taxes increased from a loss of $8 million in 2014 to
income  of $3,392 million in 2015.  Please tell us what caused this shift.  In addition,
identify for us the jurisdictions in which you generate significant pre -tax income and the
related amounts that comprise the $3,392 million of foreign pre -tax income in 2015.
Please also clarify the jurisdictions that comprise  the $8 million foreign pre -tax loss in
2014.  Last, tell us how this shift affected your consolidated effective tax rate, and
describe and quantify for us any reasons that offset the effects of this shif t in 2015.

4. We note your gross unrecognized tax benefits increased from $1,682 million at
December 31, 2014, to $3,017 million at December 31, 2015.  Please explain to us where
this increase is presented in your reconciliation of the U.S. federal statuto ry income tax
rate to your effective tax rate on page 78.

5. Please provide the disclosures required by ASC 740 -30-50-2 related to undistributed
earnings of subsidiaries and corporate joint ventures, or tell us why they are not required.

We urge 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 compa ny 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 co mpany
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.

Mr. David M. Wehner
Facebook, Inc.
April 25 , 2016
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. If you require
further assistance, do not hesitate  to contact me at (202) 551 -3488.

Sincerely,

  /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief
Office of Information Technologies
and Services