SecProbe.io

July 23, 2024
Bret Richter
Chief Financial Officer
Ziff Davis, Inc.
114 5th Avenue
New York, NY 10011
Re:Ziff Davis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 000-25965
Dear Bret Richter:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Performance Metrics, page 43
1.We note your performance metrics for subscriptions and licensing are presented on a
consolidated basis. Please provide us with a breakdown of subscription and
licensing metrics separately for each segment. Explain why this information is provided
on a consolidated basis considering the segment structure used by management for
making operating and investment decisions and assessing performance, or revise to
disclose separate metrics for each of your segments. In addition, tell us how perpetual
licenses factor into your calculations and in your response, provide us with the amount of
up-front license revenue included in your calculations for each period presented. Refer to
Item 303(b) of Regulation S-K.

July 23, 2024
Page 2
Critical Accounting Policies and Estimates
Goodwill and Indefinite-Lived Intangible Assets, page 45
2.We note from your disclosure on page 87 that you reassessed the fair value of certain
reporting units within your Digital Media reportable segment due to a forecasted
reduction in revenue and profitability and an increase in interest rates and market
volatility. We further note that you impaired one of the reporting units in each of fiscal
2023 and 2022. Please revise to clarify whether any of the other reporting units are at risk
of impairment and if so, disclose the percentage by which fair value exceeded carrying
value as of the most recent test. Also, include a description of potential events and/or
changes in circumstances that could reasonably be expected to negatively affect the key
assumptions used in your evaluation. Otherwise, state, if true, that the fair value of each of
your reporting units are substantially in excess of carrying value and are not at risk of
failing. Refer to Item 303(b)(3) of Regulation S-K.
Results of Operations for the Years Ended December 31, 2023 and 2022
Digital Media and Cybersecurity and Martech Results, page 52
3.You indicate that revenues in your Digital Media segment were effected by an organic
decline in certain businesses, offset in part by incremental revenue from businesses
acquired and organic growth in other businesses. You also indicate that the decline in
Cybersecurity and Martech net sales was due to an organic decline in certain businesses.
Please revise to quantify each material factor, including any offsetting factors, that
impacted your segment revenue. To the extent revenue was impacted by specific
businesses, revise to indicate as such and the reasons for such change. For example, we
note references in the fourth quarter earnings call transcripts to items such as the health
business being a steady contributor of growth with Lose It achieving record bookings
while Offers.com faced continued pressure and the shopping business tipped into negative
territory. As another example, you state VPN represented the vast majority of the drag in
the Cybersecurity and Martech segment.
Consolidated Financial Statements
Consolidated Statements of Operations, page 61
4.Please tell us whether direct costs is intended to represent cost of revenue. If so, revise to
clarify as such and address whether depreciation and amortization is included in such
costs. Refer to SAB Topic 11.B. To the extent direct costs do not represent cost of
revenue, revise to separately present cost of revenue on the face of your consolidated
statement of operations. Refer to Rule 5-03(b)(2) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 12. Commitments and Contingencies, page 96
5.To the extent it is reasonably possible you will incur losses in excess of amounts recorded
related to both your litigation and non-income related tax matters, please revise to disclose
an estimate of the reasonably possible losses or range of loss or state that such an estimate
cannot be made. Refer to ASC 450-20-50-3 through 50-4.

July 23, 2024
Page 3
Note 18. Segment Information , page 107
6.You state that the company aggregates its operating segments into two reportable
segments: Digital Media and Cybersecurity and Martech. Please identify for us each of
the operating segments included in each of your reportable segments. Explain to us, in
sufficient detail, how you determined your operating segments meets the aggregation
criteria with a detailed analysis of each of the criteria described in ASC 280-10-50-11,
including how you determined such operating segments have similar economic
characteristics.
            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.
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeremy Rossen