United States securities and exchange commission logo





                            April 21, 2023

       Michael Guthrie
       Chief Financial Officer
       Roblox Corporation
       970 Park Place
       San Mateo, CA 94403

                                                        Re: Roblox Corporation
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed February 28,
2023
                                                            File No. 001-39763

       Dear Michael Guthrie:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 the Fiscal Year Ended December 31, 2022

       Business
       Our Users, page 8

   1.                                                   We note that you refer
to the number of daily unique paying users only once in your
                                                        results of operations
discussion, however, you no longer discuss this metric here or
                                                        elsewhere throughout
the filing. Considering your DAUs were 56 million for fiscal
                                                        2022 and your daily
unique paying users were only 725,000 for the same period, please
                                                        revise your disclosures
throughout to also include the number of daily unique paying users
                                                        add context to your
discussions of daily active users. Also, tell us your consideration to
                                                        supplement your
discussion of ABPDAU with a measure of average booking per paying
                                                        users, particularly
considering your revenues are generated from a small percentage of
                                                        your users.
 Michael Guthrie
FirstName   LastNameMichael Guthrie
Roblox Corporation
Comapany
April       NameRoblox Corporation
       21, 2023
April 221, 2023 Page 2
Page
FirstName LastName
Our Developers and Creators, page 9

2.       We note that you no longer quantify the minimum amount of Robux
required to be earned
         to qualify for the Developer Exchange Program. Given this is one of
the criteria which
         impacts when such amounts are recorded in the financial statements,
please tell us why
         you believe it is no longer necessary to disclose this information, or
revise. Further, if
         such amount has changed from period to period, disclose why and how
such decision is
         made. In your response, please tell us Earned Robux qualification
amounts throughout
         each period presented.
3.       You state that in the month ended December 31, 2022 over 11,000
developers and
         creators qualified for and registered in your Developer Exchange
Program. You further
         state that for the year ended December 31, 2022 over 8,800 developers
and creators
         actually exchanged their earned Robux for real-world currency through
the Program.
         Please revise to disclose the number of developers and creators that
qualified for and
         registered in your Developer Exchange Program for the year ended
December 31, 2022, to
         provide consistent information and context to the over 8,800
developers and creators that
         actually exchanged their earned Robux for real-world currency during
this period.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Metrics, page 73

4.       We note your disclosure of DAUs by geographic region. We also note
your discussion of
         growth in engagement hours and bookings across various geographic
regions in your
         Form 8-K earnings release. Please tell us why you have not provided
similar information
         for hours engaged and ABPDAU by geographic region in your Form 10-K
and Form 10-Q
         filings, or revise as necessary.
5.       We note you discuss various measures such as monthly unique paying
users, average
         bookings per monthly unique payer, monthly active users (MAUs),
frequency
         (DAU/MAU) and payer conversion (MUPs/MAUs) in Exhibit 99.2 to your
various Form
         8-K earnings releases. In addition, you refer to new and returning
monthly unique payers
         and average monthly repurchase rate in the supplemental information
available on your
         website. Please tell us how management uses each of these measures in
monitoring your
         business and explain why you have not presented such measures in your
Form 10-Q and
         Form 10-K filings, or revise as necessary. Refer to SEC Release
33-10751.
Non-GAAP Financial Measures
Free cash flow, page 77

6.       Please revise to present your GAAP measures before the non-GAAP
measures. For
         example, net cash provided by operating activities should be presented
before the free
         cash flow measure in the table that precedes the reconciliation on
page 77. In addition, in
         Exhibit 99.2 of the Form 8-K furnished on February 15, 2023 you
present adjusted
         EBITDA as a percentage of bookings without presenting the comparable
GAAP measure
 Michael Guthrie
FirstName   LastNameMichael Guthrie
Roblox Corporation
Comapany
April       NameRoblox Corporation
       21, 2023
April 321, 2023 Page 3
Page
FirstName LastName
         of net loss as a percentage of bookings. Please revise. Refer to
Question 102.10 of the
         Non-GAAP C&DIs.
Adjusted EBTIDA, page 78

7.       We note you include adjustments for the change in deferred revenue and
the change in
         deferred costs of revenue in your non-GAAP measure of Adjusted EBITDA,
which you
         disclose is used in certain covenant calculations for the 2030 Notes.
Please tell us why
         you believe the related covenants, and therefore this measure, is
material to an investor   s
         understanding of your financial condition and/or liquidity, such that
disclosure of this
         measure is required. To the extent you continue to believe this
measure is necessary,
         revise to limit such measure to your liquidity section discussion.
Also, clarify that this
         measure is a liquidity measure based on your reference to using such
measure for
         purposes of analyzing the Indenture covenants and ensure you include
disclosures as
         referenced in the guidance in Question 102.09 of the Non-GAAP CD&Is.
To the extent
         you refer to Adjusted EBITDA elsewhere outside of your liquidity
discussion, revise to
         remove the adjustments for change in deferred revenue and change in
deferred cost of
         revenue as these adjustments result in a measure that reflects
individually tailored
         recognition methods. We refer you to comment 5 in your November 12,
2020 response
         letter.
Critical Accounting Policies and Estimates
Revenue Recognition, page 88

8.       Please revise to describe further the trends and other qualitative
factors that are considered
         in determining the average lifetime of a paying user and explain how
the results of period
         analyses are factored into such determination. Also, revise to discuss
how each of these
         factors contributed to the changes to the average lifetime of paying
users during fiscal
         2022. Refer to Item 303(b)(3) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 1. Overview and Summary of Significant Accounting Policies
Developer Exchange Fees Expense, page F-15

9.       You disclose here that you recognize expense as Robux are earned by
"qualified
         developers." On page 9, you refer to developers and creators that
qualified for and
         registered in your Developer Exchange Program and developers and
creators that actually
         exchanged their earned Robux for real-world currency through the
Program. Please tell
         us, and revise to clarify, whether an expense is recognized when
developers and creators
         qualify and register in the program or not until qualified and
registered developers actually
         exchange their earned Robux for real-world currency. To the extent it
is the latter, please
         tell us the amount attributable to those developers and creators that
have qualified for and
         are registered in the Program but have not exchanged their Robux for
real-world currency
         for the periods presented.
 Michael Guthrie
Roblox Corporation
April 21, 2023
Page 4
10.    Please tell us how you considered whether the Developer Exchange Fees
are costs
       incurred to fulfill a contract and whether they meet the criteria for
capitalization. Refer to
       ASC 340-40-15-3 and 40-25-5. Alternatively, tell us what guidance you
follow in
       accounting for these costs.
       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 Melissa Kindelan, Senior Staff Accountant at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any
questions.



                                                              Sincerely,
FirstName LastNameMichael Guthrie
                                                              Division of
Corporation Finance
Comapany NameRoblox Corporation
                                                              Office of
Technology
April 21, 2023 Page 4
cc:       Mark Reinstra, General Counsel
FirstName LastName