SecProbe.io

September 24, 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 reviewed your August 14, 2024 response to our comment letter 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. Unless we
note otherwise, any references to prior comments are to comments in our July 23, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Note 18. Segment Information, page 107
1.We note your response to prior comment 6. Please explain management’s reasons for
structuring your organization into 9 operating segments.
Please address the following as it relates to qualitative factors considered in your
determination to aggregate seven of your operating segments into the Digital Media
reportable segment:
•You state that your operating segments have a mix of advertising and performance
marketing revenue as well as subscription and license revenue. Provide a breakdown
of these two revenue streams for each operating segment for each period presented
and tell us how you considered the revenue composition in your aggregation analysis.
Please also quantify the amount of revenue recognized on a net basis as compared to
gross basis by operating segment and tell us how you considered such differences in
your analysis.2.

September 24, 2024
Page 2
•Explain how, regardless of monetization method, you determined that the nature of a
subscription or licensing pricing model is similar to an impression-based advertising
pricing model. In your response, provide further details about the type of
subscriptions and licenses you offer and provide a breakdown of such revenue by
operating segment for each period presented.
•Describe for us the bundles that are sold to visitors to the Gaming & Entertainment
operating segment’s website and provide the amount of revenue earned from these
arrangements for each period presented.
•You indicate in your response that your customers include individual consumers,
businesses ranging from small to enterprise organizations, IT vendors, online
merchants, healthcare professionals and hospitals, and that there may be elements of
different customer classes in the operating segments. Please describe these differences
between the operating segments in further detail and explain how you concluded the
type or class of customers was similar for each of your operating segments. In your
response, provide us with a breakdown of revenue by customer type or class for each
operating segment, including the industries in which the customer may operate as
referenced in your response. To the extent revenue for any of the operating segments
are concentrated in a particular type or class of customers, tell us the reason for such
concentration and how that factored into your aggregation analysis.
•You state that the labor forces for each of the Digital Media operating segments are a
mix of full-time employees and freelancers who generate content in order to drive
traffic to websites and are often interchangeable among the operating segments.
However, you indicate that each of the operating segments have editorial
organizations that create content bespoke to the various verticals in which you
operate that can be in the form of data gathered from internet traffic and sold. You
also indicate you leverage original, curated, and licensed content and data; research;
editorial; and applications to drive traffic, and that the value provided to the customer
is in the form of specific content, information, or data curated for each vertical, as
well as data obtained by the website or app traffic. Please describe in greater detail
how the original and bespoke content and data used to drive traffic to each of your
websites, and the processes to produce it, is similar across your operating segments,
and how the labor forces are interchangeable. For example, describe the employees
and processes for developing content for healthcare professionals to stay abreast of
clinical, regulatory, and other developments in your Professional segment, and the
employees and processes for developing video game and entertainment content for
the Gaming & Entertainment segment, and explain in detail how they are similar and
different.
•We note the Connectivity operating segment includes Ookla (the aggregation of data
and related content for telecom, cable, and mobile carriers) and Ekahau (software
sales and services used to generate data used to assess the performance of wi-fi signal
strength data). Explain further how these services are similar to other aggregated
operating segments in which you earn revenue by generating traffic to your websites,
apps, or third-party platforms in order to monetize such traffic.

September 24, 2024
Page 3
3.Please address the following as it relates to qualitative factors considered in your
determination to aggregate two of your operating segments into the Cybersecurity and
Martech reportable segment:
•Describe in further detail the similarities and differences in the nature of the services
offered by each of Cybersecurity and Martech. In this regard, Cybersecurity appears
to offer endpoint and email security, security awareness training, secure backup and
file sharing, and virtual private network solutions, whereas Martech appears to offer
marketing, search engine optimization, and voice and text communication services.
•Provide us with a breakdown of revenue by customer type or class (e.g., SMBs,
individuals and sole proprietorship) for each operating segment, including the
industries in which the customer may operate as referenced in your response. To the
extent revenue for any of the operating segments are concentrated in a particular type
or class of customers, tell us the percentage of such revenue, the reason for such
concentration, and how that factored into your aggregation analysis.
•Clarify the pricing mechanism used for each individual segment (e.g., pricing based
on user-count versus pricing based on usage levels). To the extent subscriptions for an
operating segment is more concentrated in one pricing mechanism, tell us how that
factored into your analysis.
4.Please address the following as it relates to your assessment of similar economic
characteristics in your aggregation analyses:
•You disclose that segment performance is evaluated based on revenue and profit or
loss from operations. Please provide us with historical and forecasted revenues and
profit or loss from operations by year, as well as your analysis of trends in revenue
and in profit or loss from operations for each operating segment, and your analysis of
similarities and dissimilarities in such trends in your assessment of economic
similarity of the aggregated operating segments.
•We note you prepared your analysis using certain periods. Provide us with this
historical and forecasted information for the individual years included in the periods
you chose for your analysis for each operating segment and tell us how you
considered any trends, variances, or dissimilarities within each period in your
analysis.
•Tell us why your analysis only considers relative percentage differences that exceed a
certain percentage of average reportable segment margins in assessing economic
similarities. Also, tell us how you factored in the range of differences in the actual
margins between the aggregated operating segments in your analysis.
Please also address the following as it relates to your assessment of similar economic
characteristics in aggregating seven of your operating segments into the Digital Media
reportable segment:
You attribute certain discrete factors as impacting gross margin and adjusted
EBITDA margin of certain operating segments when compared with Digital Media
overall margins, such as content licensing costs in one brand within your Gaming
& Entertainment operating segment, products and services leveraging the same data
set and collection methodologies at your Connectivity operating segment, and the
volume in one brand within your Professional operating segment. Tell us whether
these factors, and any other factors impacting revenue, gross margin, adjusted •5.

September 24, 2024
Page 4
EBITDA, and profit or loss from operations between operating segments, are unique
to each of the impacted operating segments, and explain in detail why they are not
indicators of dissimilar economic characteristics. As part of your response, tell us the
amount of revenue and costs related to the brands referenced above within the
Gaming & Entertainment and Professional operating segments in relation to the total
operating segment for each period presented.
•Describe further how you considered forecasted information in your analysis. To the
extent you believe forecasted information results in further alignment to Digital
Media’s total margins, explain further how you reached such conclusions. Also,
clarify how you considered this information together with historical data.
Form 10-Q for the Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Three and Six Months Ended June 30, 2024
Digital Media and Cybersecurity and Martech Results, page 40
6.We note the proposed revised disclosures provided in your response to comment 3 where
you included a quantitative discussion of the various factors, including offsetting factors,
that impacted segment revenue. However, in the June 30, 2024 Form 10-Q, you attribute
the decrease in advertising and performance marketing revenue to lower revenue of $6.5
million within the health and wellness and technology businesses, partially offset by an
increase in revenue in the gaming and entertainment business without quantifying the
decrease attributable to each of the health and wellness and technoloy businesses or the
offsetting increase in the gaming and entertainment business. Please ensure that you will
provide such quantification, when applicable, in your future filings.
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeremy Rossen