$27 billion data center project not consolidated! Ernst & Young issues warning to Meta

Meta received a rare warning from its auditing firm in its latest annual report, with Ernst & Young marking its $27 billion data center project accounting treatment as a "critical audit matter," highlighting the complexity and risks of its judgment.

According to the Wall Street Journal on Thursday, although Ernst & Young ultimately accepted Meta's accounting treatment, this warning label is extremely rare in specific high-profile transactions involving large audit clients. The project, named Hyperion, was spun off from Meta's balance sheet through a joint venture with Blue Owl Capital.

Ernst & Young noted in its report that auditing Meta's conclusion was "particularly challenging, as significant judgments were required" to determine that Meta was not the "primary beneficiary" of the joint venture. This accounting arrangement has drawn scrutiny from investors and lawmakers.

Four Democratic senators, including Elizabeth Warren, sent a letter to Treasury Secretary Janet Yellen's Financial Stability Oversight Council on January 22, requesting an investigation into the risks posed by AI-related debt to the financial system, specifically naming Meta's joint venture with Blue Owl as "exemplifying the typical characteristics of such arrangements."

Off-Balance Sheet Treatment of the $27 Billion Project

According to The Information, Meta transferred the Hyperion data center project to a new joint venture with Blue Owl Capital last October. Meta holds a 20% stake in the joint venture, while funds managed by Blue Owl hold the remaining 80%. A holding company named Beignet Investor holds a portion of Blue Owl's equity and issued a record $27.3 billion in bonds to investors at that time.

Under accounting standards, the joint venture is classified as a "variable interest entity." Meta determined that it is not the "primary beneficiary" of this entity, and therefore does not need to consolidate the assets and liabilities of the joint venture onto its own balance sheet. The term "primary beneficiary" refers to the party that has the power to direct the activities that most significantly affect the economic performance of the joint venture.

Meta previously received a letter of approval from the U.S. Securities and Exchange Commission regarding this accounting treatment.

Rare Warning from the Auditing Firm

Ernst & Young marked this matter as a "critical audit matter," meaning it is one of the most difficult and highest-risk judgments that auditors must make. Ernst & Young stated that auditing Meta's conclusion that it is not the primary beneficiary was "particularly challenging," as significant judgments were required to determine the activities that most significantly affect the economic performance of the variable interest entity.

While Ernst & Young did not express disagreement with Meta's approach, this designation indicates that the matter is one of the most complex aspects of its audit work. Such warning labels are rare for specific high-profile transactions involving large audit clients.

Meta's claim of lacking control over the joint venture has sparked controversy and drawn the attention of investors and lawmakers. As a major cloud service provider, Meta possesses the expertise to operate data centers for artificial intelligence, while Blue Owl is a financial institution The economic success of this joint venture will depend on Meta's decision-making and expertise.

Senators pointed out in the letter: "An increasing portion of these financing arrangements is complex and opaque—making it easier for companies to obscure the true nature of their balance sheets." They believe that Meta's joint arrangement with Blue Owl "exemplifies the typical characteristics of such arrangements" and called for the Financial Stability Oversight Council to investigate the risks posed by AI-related debt to the financial system