United States securities and exchange commission logo
September 21, 2021
David M. Wehner
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, CA 94025
Re: Facebook, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2020
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.
Form 10-K for Fiscal Year Ended December 31, 2020
General
1. We note that you
provided more expansive disclosure in your CSR report than you
provided in your SEC
filings, including with respect to projects and agreements you have
entered into to lower
your greenhouse gas emissions and your assessments of climate-
related risks. Please
advise us what consideration you gave to providing the same type of
climate-related
disclosure in your SEC filings as you provided in your CSR report.
Business, page 7
2. There have been
significant developments in federal and state legislation and regulation
and international
accords regarding climate change. We note that you have not discussed
the impact of pending
or existing climate change-related legislation, regulations, and
international accords
in your SEC filings. Please revise your disclosure to identify
material existing
climate change-related legislation, regulations, and international accords
and any material effect
on your business, financial condition, and results of operations.
David M. Wehner
Facebook, Inc.
September 21, 2021
Page 2
Risk Factors, page 12
3. Disclose the material effects of transition risks related to climate
change that may affect
your business, financial condition, and results of operations, such as
policy and regulatory
changes that could impose operational and compliance burdens, market
trends that may
alter business opportunities, credit risks, or technological changes.
4. Disclose any material litigation risks related to climate change and
the potential impact to
the company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
52
5. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods or services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources,
including energy use at your
offices and data centers, and emissions relating to your server
hardware and
consumer products;
increased demand for goods or services that result in lower
emissions than competing
products;
increased competition to develop innovative new products or
services that result in
lower emissions; and
any anticipated reputational risks resulting from operations,
products or services that
produce material greenhouse gas emissions.
6. You disclose that your business may be subject to interruptions,
delays, or failures
resulting from earthquakes, adverse weather conditions, or other
natural disasters. If
material, discuss the significant physical effects of climate change
on your operations and
results. This disclosure may include the following:
severity of weather as a result of climate change, such as floods,
hurricanes, sea
levels, extreme fires, and water availability and quality;
quantification of material weather-related damages to your property
or operations;
potential for indirect weather-related impacts that have affected or
may affect your
major customers M.
FirstName LastNameDavid or suppliers;
Wehner and
any weather-related impacts on the cost or availability of
insurance.
Comapany NameFacebook, Inc.
7. Quantify
September any Page
21, 2021 material
2 increased compliance costs related to climate
change.
FirstName LastName
David M. Wehner
FirstName LastNameDavid M. Wehner
Facebook, Inc.
Comapany 21,
September NameFacebook,
2021 Inc.
September
Page 3 21, 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Anna Abramson, Staff Attorney, at (202) 551-4969 or
Mitchell Austin,
Staff Attorney, at (202) 551-3574 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Michael Kaplan