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May 11, 2023
Julie Zeiler
Chief Financial Officer
IRobot Corporation
8 Crosby Drive
Bedford , MA 01730
Re:IRobot Corporation
Form 10-K for the fiscal year ended December 31, 2022
Filed February 14, 2023
File No. 001-36414
Dear Julie Zeiler:
            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
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial Metrics and Non-GAAP Financial Measures, page 32
1.We note you present non-GAAP financial measures you identify as Non-GAAP Gross
Margin and Non-GAAP Operating Margin but you do not present the most directly
comparable GAAP measures, Gross Margin and Operating Margin, with equal or greater
prominence.  For each non-GAAP financial measure you present, please present the most
directly comparable GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of Regulation S-K.  This comment is also applicable to disclosures in
Earnings Releases filed under Form 8-K and quarterly filings on Form 10-Q.

2.We note you exclude IP litigation expense, net from Non-GAAP Operating (Loss)
Income, Non-GAAP Operating Margin, Non-GAAP (Loss) Income and Non-GAAP Net
(Loss) Income per diluted share.  Since it appears legal costs are normal, recurring, cash

 FirstName LastNameJulie Zeiler
 Comapany NameIRobot Corporation
 May 11, 2023 Page 2
 FirstName LastName
Julie Zeiler
IRobot Corporation
May 11, 2023
Page 2
operating expenses, it is not clear how you determined that eliminating these expenses
from non-GAAP performance measures is appropriate or complies with Question 100.01
of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on
Non-GAAP Financial Measures.  Please more fully explain to us why you believe this
adjustment is appropriate or tell us how you plan to revise non-GAAP financial measures
in future filings.  This comment is also applicable to disclosures in Earnings Releases filed
under Form 8-K and quarterly filings on Form 10-Q.
3.We note you present non-GAAP financial measures you identify as Non-GAAP Net
(Loss) Income and Non-GAAP Net (Loss) Income per diluted share.  We also note your
disclosure that you reassess the need for any tax valuation allowance recorded based on
non-GAAP profitability and you eliminated the effect of the GAAP tax valuation
allowance you recorded for the US from the non-GAAP financial measures noted above.
Please more fully explain to us, and revise future filings to clarify, how you determined
your non-GAAP financial measures comply with Question 102.11 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.  Please specifically address how and explain why you determined it was
appropriate to record a tax valuation allowance on a GAAP basis but to not record a tax
valuation allowance on a non-GAAP basis, including if and how you determined
realization of the tax benefits recorded on a non-GAAP basis are more likely than
not.  This comment is also applicable to disclosures in Earnings Releases filed under Form
8-K and quarterly filings on Form 10-Q.
            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 Ernest Greene, Staff Accountant at 202-551-3733 or Anne McConnell,
Staff Accountant at 202-551-3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing