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United States securities and exchange commission logo
April 26, 2023
Sarah Blanchard
Chief Financial Officer
Udemy, Inc.
600 Harrison Street , 3rd Floor
San Francisco, CA 94107
Re: Udemy, Inc.
Form 10-K for the
Year Ended December 31, 2022
Filed February 27,
2023
Earnings Release on
Form 8-K
Furnished February
14, 2023
File No. 001-40956
Dear Sarah Blanchard:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to the comment 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
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to the comment, we may have additional comments.
Earnings Release on Form 8-K Furnished February 14, 2023
Exhibit 99.1
Udemy Reports Fourth Quarter and Full Year 2022 Results
Reconciliation of GAAP to Non-GAAP Financial Measures, page 8
1. Your non-GAAP
reconciliations for the interim and annual periods appear to present non-
GAAP income statements.
This presentation appears to be inconsistent with Question
102.10(c) of the
staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Please advise, or revise to remove the current
presentation and
reconcile each non-GAAP measure separately.
Sarah Blanchard
FirstName
Udemy, Inc.LastNameSarah Blanchard
Comapany
April NameUdemy, Inc.
26, 2023
April 226, 2023 Page 2
Page
FirstName LastName
In closing, 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 Robert Shapiro at 202-551-3273 or Abe Friedman at
202-551-8298
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services