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CORRESP

 May 14, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

Craig D. Wilson, Senior Assistant Chief Accountant

Laura Veator, Staff Accountant

Re:
Facebook, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

 Filed January 29, 2015

File No. 001-35551

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of Facebook, Inc. (the “Company”) in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on May 1, 2015 that relate to the Company’s Form 10-K for the fiscal year
ended December 31, 2014 (File No. 001-35551) filed with the Commission on January 29, 2015 (the “Form 10-K”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the
Staff’s comments are presented in bold italics.

 Form 10-K for Fiscal Year Ended December 31, 2014

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

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monetization may be uncertain, including the provision of free internet services in certain geographies and the build-up of your Instagram, Messenger and WhatsApp 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 long term, as well as the
significant areas in which you expect to incur the increased expenses. We refer you to SEC Release No. 33-8350.

 Response: The
Company respectfully advises the Staff that in the course of preparing its periodic reports, the Company considers and discloses information that it believes is material and is necessary to an investor’s understanding of the Company’s
financial condition and operating performance. For example, in addition to the discussion of factors that materially affect the Company’s periodic changes in financial performance, the Company regularly provides a supplemental overview of
trends in key user metrics as well as monetization by user geography. The Company also believes that the specifically-referenced items in the comment are part of the Company’s overall expected growth and increase in expenses which are noted in
the Risk Factors section (see, for example, page 16 of the Company’s Form 10-K). In future filings of its reports on Forms 10-Q and 10-K, the Company will expand its discussion in the forepart of the “MD&A” section to include an
executive overview of the most important themes in the most recently completed quarter that it communicates on its earnings call.

 Trends In Our
User Metrics

 Mobile DAU’s, page 34

2.
We note that you define a mobile DAU as a user who accessed Facebook 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, it 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.

 Response: The Company respectfully advises the Staff that it views accessing
Facebook through its “mobile website” and accessing Facebook through a “mobile version” of its website as the same thing; these are equivalents of accessing Facebook through a mobile interface and the user is counted as a mobile
DAU on that given day. Furthermore, in response to the Staff’s question as to the difference between a mobile DAU and a mobile-only DAU, a mobile DAU, as noted above, is a user who accessed Facebook via a mobile

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application or via a mobile version of its website on a given day. The Company notes that a mobile DAU may have also accessed its services on a personal computer on that same day. In contrast, a
mobile-only DAU would only have accessed Facebook through a mobile application or via a mobile version of the Company’s website during the day (e.g. such mobile-only DAU did not also access Facebook via a personal computer). To
clarify this issue, in future filings the Company would revise the existing disclosure to read substantially as follows:

 We define a
mobile DAU as a user who accessed Facebook via a mobile application or via mobile versions of our website such as m.facebook.com, whether on a mobile phone or tablet, or used our Messenger app on a given day. We define a mobile-only DAU as a user
who accessed Facebook solely through mobile applications or mobile versions of our website on a given day.

 Worldwide mobile DAUs increased
34% to 745 million on average during December 2014 from 556 million during December 2013. In all regions, an increasing number of our DAUs accessed Facebook through mobile devices on average during December 2014 as compared to the same
period during 2013, with users in Brazil, India, and the United States representing key sources of mobile DAU growth on average during December 2014. On average during the month ended December 31, 2014, there were 589 million mobile-only
DAUs, increasing 49% from 395 million mobile-only DAUs during the same period in 2013. The remaining mobile DAUs accessed Facebook from both mobile devices and personal computers. We anticipate that growth in mobile users will continue to be
the driver of our user growth for the foreseeable future.

 We supplementally have provided the Staff with a copy of the above disclosure
marked to show changes from the disclosure in the Form 10-K.

 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 over 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 mobile devices and between News Feed and non-News Feed ads that are reasonably likely to have a material effect on
financial condition or operating

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performance, tell us what consideration you gave to providing historical News Feed and non-News Feed ad revenues, average price per ad and volume of ad placements by personal computer
and mobile devices. We refer you to SEC Release No. 33-8350.

 Response: The Company respectfully advises
the Staff that it regularly evaluates its disclosures to ensure they reflect material underlying business trends, including with respect to the volume, placement and pricing of ads.

By default, advertisers do not select a particular placement for an ad on Facebook. As previously disclosed in the Company’s Form 10-K,
ads on Facebook enable marketers to achieve many different objectives including impressions, clicks, and a variety of other user actions (for example, “liking” a Page or installing a mobile application). The Company’s auction
technology converts bids from marketers for different ad objectives into an expected impression value in order to compare bids for different objectives against each other. The Company’s advertising technologies then predict the placements in
which ads are best delivered in order to reach the most relevant and valuable users for any particular ad, and then places ads based upon such determinations. These placements may include placements in some users’ News Feeds or right hand
column placements on the Facebook website accessed through personal computers or News Feed placements on a Facebook application accessed via a mobile device and may result in placement in one or more such locations for a particular ad. In addition,
the Company makes ongoing changes to the format and number of ad placements offered to improve ad performance and optimize the overall user experience, which also affects the volume and placement of ads. Therefore, the Company does not focus on a
particular manner of delivering ad placements across its network; rather, the delivery of ads is largely market driven. Therefore, the Company continues to believe that its disclosures with respect to the overall trend in increased usage of mobile
devices, and its disclosures regarding total number of ads delivered and the average price per ad, conveys to investors the material trends that are driving the changes in its results of operations in recent periods.

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.

Response: The Company advises the Staff that in valuing the acquired users intangible asset of approximately $2.03 billion, the Company
considered the guidance in ASC 805-20-30-1, which states that the acquirer shall measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their acquisition-date fair values. In accordance
with ASC 820-10-55-1, fair value is the price that would be received to sell an asset or paid to transfer

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a liability in an orderly transaction between market participants at the measurement date. The Company engaged a third party specialist to assist it in performing the valuation analysis.

ASC 820 recognizes three valuation approaches to measure fair value: the cost, market, and income approaches. Given the magnitude and the
stability of the WhatsApp user base (over 600 million acquired Monthly Active Users (MAUs) as of the closing date of the acquisition), the Company did not believe that a cost approach would accurately capture the significant value of the user
base. The Company also did not believe a market approach was appropriate given the lack of publicly available data on comparable transactions between market participants of a user base of this size. The Company determined that the income approach
was the best approach to estimate the fair value of the acquired user base. Within the income approach, the Company considered various methodologies such as the multi-period excess earnings method, the relief from royalty method, and the
with-and-without method. The Company determined that the multi-period excess earnings methodology under the income approach was the most appropriate methodology because market participants would view the acquired users as being the primary asset
responsible for the revenue and profit-making potential of WhatsApp.

 The Company also considered the guidance in ASC 820-10-35-9 and
defined market participants to be large internet or telecom firms with exposure to the mobile messaging and mobile internet sector, as they would utilize the acquired user base intangible asset to its highest and best use in combination with their
existing assets and would benefit from WhatsApp’s large user base, mobile platform and high engagement rates. The Company also considered and concluded that financial buyers, such as private equity or venture capital firms, are not market
participants for purposes of this analysis because such buyers do not have complementary assets and liabilities that could be used in combination with the acquired users intangible asset to maximize its highest and best use.

The key cash flow assumptions used in the valuation of acquired users intangible assets were: (1) expected revenue and costs from existing
users, (2) attrition rates, (3) discount and tax rates, and (4) charges applied for other contributory assets.

 Expected
revenue and costs from existing users - The Company assumed projected revenue to be derived from a combination of subscription and non-subscription services. Revenues attributable to acquired MAUs were based on a ten-year forecast for the fiscal
years ended December 31, 2014-2024 using peer companies average revenue per user (“ARPU”) rates. ARPU was based on various analyst reports and public filings of guideline public companies and social messaging platforms, operating
models of app businesses, industry articles, and ARPU statistics.

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 The cost structure in the projections was projected to trend toward long-term operating
margins over a four-year period. Research and development and sales and marketing expenses were projected to increase in the initial years (which was deemed to be necessary to achieve projected revenue growth) and trend down toward a normalized
earnings margin before interest and taxes. The projected cost structure and resulting operating income margin were benchmarked against comparable peers.

Attrition rates - To determine an appropriate attrition rate, the Company considered the available historical user attrition data and
future user retention.

 Discount and tax rates - The discount rate applied to the MAUs excess earnings reflects a market participant
based risk of an investment in the intangible asset (which was also supported by the overall implied internal rate of return on the transaction) and considered that the MAUs, by definition, are existing active users. The Company also subtracted
income taxes to estimate projected cash flows, and then applied a tax amortization benefit to the present value of the MAUs to arrive at the fair value of the MAUs as of the acquisition date.

Charges applied for other contributory assets - The Company estimated the required returns on the other contributory assets, which
included average net working capital, non-compete agreements, assembled workforce, developed technology, and trade name. The Company then deducted these required returns in the multi-period excess earnings analysis. These deductions accounted for
the use and contribution of other assets employed that are necessary to achieve the forecasted cash flows of the acquired users.

 The sum
of the present value of the excess net cash flows and tax amortization benefit attributable to the acquired users represented the estimated fair value of the acquired users intangible asset as of the acquisition date.

•

The assumptions used to determine the useful life of the acquired users intangible asset.

Response: The Company advises the Staff that in determining the estimated useful life of the acquired users intangible asset, the Company
estimated the period over which the acquired users were expected to contribute directly or indirectly t