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July 11, 2023
Thomas Ren
Chief Financial Officer
Cheetah Mobile Inc.
Building No. 11
Wandong Science and Technology Cultural Innovation Park
No.7 Sanjianfangnanli, Chaoyang District
Beijing 100024
People’s Republic of China
Re:Cheetah Mobile Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 18, 2023
File No. 001-36427
Dear Thomas Ren:
            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 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page 1
1.We note from your disclosure on page 1 that you exclude Hong Kong and Macau from
your definition of “PRC” or “China” for the purpose of your annual report.  Please revise
to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all
the legal and operational risks associated with having operations in the People’s Republic
of China (PRC) also apply to operations in Hong Kong and Macau.  In this regard, ensure
that your disclosure does not narrow risks related to operating in the PRC to mainland
China only.  Where appropriate, you may describe PRC law and then explain how law in
Hong Kong and Macau differs from PRC law and describe any risks and consequences to
the company associated with those laws.

 FirstName LastNameThomas Ren
 Comapany NameCheetah Mobile Inc.
 July 11, 2023 Page 2
 FirstName LastNameThomas Ren
Cheetah Mobile Inc.
July 11, 2023
Page 2
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the Consolidated Variable
Interest Entities, page 3
2.The dotted line in your corporate diagram appears to indicate that Cheetah Mobile, Inc.
(the company) is a party to the contractual arrangements with the variable interest entities
(VIEs) that provide them with the power and economics to control the VIEs.  We note
from your disclosures on page F-17 that in December 2019 the Contractual Agreements
with certain VIEs were amended and replaced such that it appears certain rights were
transferred from the Former Primary Beneficiaries to the company.  The Agreements
transferred to Cheetah Mobile, Inc. appear to provide you with the power to direct the
activities of the VIE that most significantly impact the VIE, however, other Agreements
such as the Exclusive Technology Development, Support and Consultancy Agreements,
which provide the company with economic control over the VIEs appear to be between
the Former Primary Beneficiaries and the VIEs.  Please confirm and if true revise your
diagram to show dotted lines between the VIEs and each of the entities for
which contractual arrangements exist that allow for consolidation of the VIEs.  Also,
revise the introductory paragraph as well as footnotes (1), (2) and (3) to disclose each of
the parties to the VIE arrangements (i.e. Cheetah Mobile, Inc, Former Primary
Beneficiaries, and the VIE shareholders).  Lastly, define the Former Primary Beneficiaries
and ensure you refer to names similar to those included in the diagram.
3.Please revise footnotes (1), (2) and (3) to disclose the relationship of the VIE shareholders
to the company, if any.
4.Please explain to us footnote (4).  Clarify which of the Hong Kong operating entities you
do not control through equity ownership and how the deeds of nominee provide you with
effective control over such entities.
Financial Information Related to the Consolidated Variable Interest Entities, page 8
5.The condensed consolidating schedules should present major line items, such as revenue
and cost of goods/services, subtotals and intercompany amounts, such as separate line
items for intercompany receivables and investment in subsidiaries. As such, please
address the following as it relates to your consolidating worksheets:
•With regard to the columns labeled "Company Subsidiaries," revise to include
separate columns in each schedule for your WFOEs to the extent the WFOEs are
included in this column.
•Revise the selected condensed consolidating statements of operations and
comprehensive income (loss) data to include separate line items for income/expense
related to the service fees paid by the VIEs to the WFOEs pursuant to the contractual
arrangements.
•Include separate line items for share of income (loss) from equity-owned subsidiaries
and share of income (loss) from VIEs.
•Tell us whether the line item titled "investment in subsidiaries" in the selected

 FirstName LastNameThomas Ren
 Comapany NameCheetah Mobile Inc.
 July 11, 2023 Page 3
 FirstName LastNameThomas Ren
Cheetah Mobile Inc.
July 11, 2023
Page 3
condensed consolidating balance sheet data includes the net assets of the VIEs. If so,
revise to include such amounts in a separate line item clearly distinguishing the
investment in the equity-owned entities from the VIE contractual arrangements.
•Separate the amounts due to/due from the VIEs to either the Company Subsidiaries or
Cheetah Mobile Inc. from the Amount due to/due from Group companies line items.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 125
6.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission.  In your response, provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
7.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, tell us whether you have relied upon third party certifications
such as affidavits as the basis for your disclosure.
8.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for “Cheetah Mobile Inc. or the VIEs.”  We also note that your disclosures on pages 3 and
F-14, along with your list of significant subsidiaries and VIEs in Exhibit 8.1, appear to
indicate that you have consolidated foreign operating entities in Hong Kong and countries
outside China that are not included in your VIEs.  Please note that Item 16I(b) requires
that you provide disclosures for yourself and your consolidated foreign operating entities,
including variable interest entities or similar structures.
•With respect to (b)(2), supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), provide the required information for you and all of
your consolidated foreign operating entities in your supplemental response.
9.With respect to your disclosure pursuant to Item 16I(b)(5), we note you have included
language that such disclosure is “to our best knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.

 FirstName LastNameThomas Ren
 Comapany NameCheetah Mobile Inc.
 July 11, 2023 Page 4
 FirstName LastNameThomas Ren
Cheetah Mobile Inc.
July 11, 2023
Page 4
Notes to the Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-14
10.For each of the subsidiaries listed here, please revise to identify which of those
subsidiaries are the "Former Primary Beneficiaries" of the VIEs.  Also, tell us why several
of the entities included in the corporate diagram on page 3 are not listed here, or revise as
necessary.  For example, the disclosures here do not appear to include HongKong Cheetah
Mobile Technology, Conew.com Corporation, Cheepop, Inc., Multicould limited, Cheetah
Mobile Seal, Cheetah Mobile Calls HK, Zhuhai Baobaohong Technology, Zhuhai
Baohaowan Technology, Zhuhai Juntian Electronic Technology.
Note 2. Summary of Significant Accounting Policies
Cash and cash equivalents, page F-21
11.Please provide us with a detailed breakdown of the items included in your total cash and
cash equivalents as of December 31, 2022.  Ensure that at a minimum, you separately
provide amounts held in cash, time deposits and highly liquid investments.  To the extent
you hold any type of "highly liquid investments," tell us what they are and provide the
amounts held in each type of investment.
Revenue Recognition
(1) Internet business, page F-26
12.Please clarify whether the customer takes possession of the software in your hosted
software subscription arrangement or whether the subscription provides access to the
software.  Refer to  ASC 606-10-55-54(a).  To the extent it is the former, explain further
how you determined that the software license, when-and-if-available updates and
related services are a single performance obligation and how you applied the guidance in
ASC 606-10-25-21.  Also, tell us the amount of revenue recognized from these
arrangements for each period presented.
General
13.Please provide a comprehensive legal analysis explaining whether Cheetah Mobile Inc. or
any of its subsidiaries (collectively, the “Company”) currently meets the definition of
“investment company” under Section 3(a)(1)(C) of the Investment Company Act (the
“Company Act”).  Include in your analysis the relevant calculation(s) under Section
3(a)(1)(C) (including, where required by the statute, on an unconsolidated basis),
identifying each constituent part of the numerator(s) and denominator(s).  Your analysis
should identify and explain which assets held by the company are “investment securities”
for purposes of Section 3(a)(2) of the Company Act and specifically address how you treat
the securities issued by your subsidiaries and the contractual relationships between your
subsidiaries and the variable interest entities.  Provide legal support for any substantive
determinations and/or characterizations of assets that are material to your calculations.  If
the company proposes to rely on any exclusion or exemption, provide a detailed legal

 FirstName LastNameThomas Ren
 Comapany NameCheetah Mobile Inc.
 July 11, 2023 Page 5
 FirstName LastName
Thomas Ren
Cheetah Mobile Inc.
July 11, 2023
Page 5
analysis supporting your determination that the exclusion/exemption is available to the
relevant entity or entities.
14.Please provide the unconsolidated financial statements that formed the basis for your
calculation of assets for purposes of Section 3(a)(1)(C).
15.Please include a risk factor that: (1) explains in detail why the company believes that it is
not an investment company for purposes of Section 3(a) the Company Act, with reference
to key material facts and characteristics of the business and the specific provisions of the
Company Act relevant to your conclusion; and (2) describes the consequences to the
company and its investors were the Commission or its staff to determine that the company
is an investment company.
            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 Jimmy McNamara at (202) 551-7349 or Jennifer Thompson at (202)
551- you have any questions about comments related to your status as a Commission-Identified
Issuer during your most recently completed fiscal year.  Please contact David Edgar, Senior Staff
Accountant, at (202) 551-3459 or Kathleen Collins, Accounting Branch Chief, at (202) 551-
3499 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sheryl (Xuyang) Zhang