SecProbe.io

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 April 3, 2025

Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
100 S. Mill Ave, Suite 1600
Tempe, AZ 85281

 Re: GoDaddy Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-36904
Dear Mark McCaffrey:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Alan Denenberg
</TEXT>
</DOCUMENT>

CORRESP
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 Document 100 S. Mill Ave., Suite 1600 Tempe, AZ 85281 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO C.F.R. § 200.83 March 31, 2025 Via EDGAR and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Melissa Kindelan Christine Dietz Re: GoDaddy Inc. Form 10-K for the fiscal year ended December 31, 2024 File No. 001-36904 Ladies and Gentlemen: GoDaddy Inc. (“GoDaddy”, the “Company”, “we”, “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by letter dated March 17, 2025 (the “Comment Letter”) relating to the Company's Form 10-K for the fiscal year ended December 31, 2024 filed on February 20, 2025. In this letter, we have recited the comment from the Staff in bold and italicized type and have followed it with the Company's response. Confidential Treatment Request Due to the commercially sensitive nature of information contained in this letter, the Company has requested confidential treatment of portions of the Company’s response to Comment No. 1 below in accordance with Rule 83 (17 C.F.R. § 200.83) of the Rules of Practice of the Commission. The EDGAR submission of this letter omits the portions for which confidential treatment is requested. The location of the information subject to the confidential treatment request is indicated in the EDGAR submission with [*]. A complete paper copy of this letter, including the portions for which confidential treatment is requested, is being provided supplementally to the Staff. The Company respectfully requests that we be notified immediately in accordance with the Company’s confidential treatment request letter submitted supplementally on the date hereof before the Commission permits any disclosure of the omitted confidential information. Form 10-K for the fiscal year ended December 31, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Year-Over-Year Comparison, page 61 CONFIDENTIAL TREATMENT REQUESTED BY GODADDY INC. 100 S. Mill Ave., Suite 1600 Tempe, AZ 85281 1.    We note your discussions of total and segment revenue provide the percentage growth in certain solutions; however, it is not clear how this growth impacted the quantitative change in the revenue line items. For example, you disclose that there was 20.3% growth in revenue related to your productivity applications; however, your current disclosure does not quantify how this growth contributed to the change in A&C revenue. Where a material change is attributed to two or more factors, including any offsetting factors, please revise to quantify the contribution of each factor. Refer to Item 303(a) of Regulation S-K. As part of your response, please provide us with proposed disclosure that is responsive to our concerns. RESPONSE TO COMMENT 1: We acknowledge the Staff's comment and respectfully advise the Staff that in future filings we will include quantified disclosures, where available, for each material identified factor in instances where material changes in total and/or segment revenue are attributable to two or more factors. Below is an example of our proposed disclosure within Management’s Discussion and Analysis of Financial Condition and Result of Operations. As Disclosed in our Form 10-K for the fiscal year ended December 31, 2024: Total revenue increased 7.5%, due to the increases in our A&C and Core revenues, as described below: A&C . The 15.6% increase in A&C revenue for the year ended December 31, 2024 was driven by: (i) 20.3% growth in revenue related to our productivity applications, most notably from our pricing and bundling initiatives; (ii) 8.7% growth in revenues due to continued customer adoption of our subscription-based products designed to establish and grow an online presence; and (iii) 40.1% growth in revenue related to our commerce solutions, as continued customer adoption has resulted in an increase in payment volume. Core.  The 3.4% increase in Core revenue for the year ended December 31, 2024 was driven by 7.1% growth in domain registration and add-on revenues and 5.0% growth in aftermarket revenues due to increasing sales volume. Partially offsetting these increases was an 11.6% decrease in hosting revenues primarily due to end-of-life and migration activities from certain products and disposition of certain hosting assets. Proposed Illustrative Disclosure for Future Filings: Total revenue increased 7.5%, due to the increases in our A&C and Core revenues, as described below: A&C . A&C revenue grew $222.6 million, or 15.6%, for the year ended December 31, 2024, driven by a [*] million increase in revenues from our productivity applications, which benefited from our pricing and bundling initiatives, and a [*] million increase in revenues from continued customer adoption of our subscription-based presence products and commerce solutions. Core.  The $96.5 million, or 3.4%, increase in Core revenue for the year ended December 31, 2024 was driven by growth in domain registration and add-on revenues as well as growth in aftermarket revenues due to increasing sales volume , contributing [*] million and [*] million of the increase, respectively. Partially offsetting these increases was a [*] million decrease in hosting revenues primarily due to end-of-life and migration activities from certain products and disposition of certain hosting assets. Consolidated Financial Statements Note 18. Segment Information, page 113 CONFIDENTIAL TREATMENT REQUESTED BY GODADDY INC. 100 S. Mill Ave., Suite 1600 Tempe, AZ 85281 2.    We note your disclosure of other segment items and that you do not disclose significant segment expenses. Please tell us how you considered ASC 280-10-50-26C and ASC 280-10-55-15G which requires that if any entity does not disclose significant expense categories and amounts it shall explain the nature of the expense information the chief operating decision maker uses to manage operations. RESPONSE TO COMMENT 2: We acknowledge the Staff's comment and respectfully advise the Staff that the chief operating decision maker uses consolidated expense information to manage operations and is not regularly provided disaggregated expenses for each of the segments. In future filings, we will expand our disclosures to explain the nature of the expense information the chief operating decision maker uses to manage operations. 3.    Please tell us how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources and tell us what consideration was given to disclosing such information. Refer to ASC 280-10-50-29(f). RESPONSE TO COMMENT 3: We acknowledge the Staff's comment and respectfully advise the Staff that the chief operating decision maker uses Segment EBITDA, the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, by monitoring actual results versus the annual plan. This comparison is performed to make strategic decisions regarding segment profitability, resource allocation, pricing strategies and cost optimization. In future filings, we will expand our disclosures to clarify how the chief operating decision maker uses Segment EBITDA in assessing segment performance and deciding how to allocate resources. ***** In connection with our response to the Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or mmccaffrey@godaddy.com. Sincerely, /s/ Mark McCaffrey Mark McCaffrey Chief Financial Officer cc: Jared Sine GoDaddy Inc. Alan F. Denenberg Davis Polk & Wardell, LLP CONFIDENTIAL TREATMENT REQUESTED BY GODADDY INC.

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 March 17, 2025

Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
100 S. Mill Ave, Suite 1600
Tempe, AZ 85281

 Re: GoDaddy Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-36904
Dear Mark McCaffrey:

 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, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Year-Over-Year Comparison, page 61

1. We note your discussions of total and segment revenue provide the
percentage growth
 in certain solutions; however, it is not clear how this growth impacted
the quantitative
 change in the revenue line items. For example, you disclose that there
was 20.3%
 growth in revenue related to your productivity applications; however,
your current
 disclosure does not quantify how this growth contributed to the change
in A&C
 revenue. Where a material change is attributed to two or more factors,
including any
 offsetting factors, please revise to quantify the contribution of each
factor. Refer to
 Item 303(a) of Regulation S-K. As part of your response, please provide
us with
 proposed disclosure that is responsive to our concerns.
 March 17, 2025
Page 2
Consolidated Financial Statements
Note 18. Segment Information, page 113

2. We note your disclosure of other segment items and that you do not
disclose
 significant segment expenses. Please tell us how you considered ASC
280-10-50-26C
 and ASC 280-10-55-15G which requires that if an entity does not disclose
significant
 expense categories and amounts it shall explain the nature of the
expense information
 the chief operating decision maker uses to manage operations.
3. Please tell us how the chief operating decision maker uses the reported
measure of
 segment profit or loss in assessing segment performance and deciding how
to allocate
 resources and tell us what consideration was given to disclosing such
information.
 Refer to ASC 280-10-50-29(f).

 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 Christine Dietz at 202-551-3408 or Melissa Kindelan at
202-551-3564
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Alan Denenberg
</TEXT>
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United States securities and exchange commission logo
April 11, 2024
Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
2155 E. GoDaddy Way
Tempe, AZ 85284
Re:GoDaddy Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-36904
Dear Mark McCaffrey:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alan Denenberg

CORRESP
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Document

  2155 E. GoDaddy Way

Tempe, AZ 85284

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO C.F.R. § 200.83

April 8, 2024

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Brittany Ebbertt

 Christine Dietz

Re:

 GoDaddy Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2023

 (File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. (“GoDaddy”, the “Company”, “we”, “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by letter dated March 28, 2024 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024.

In this letter, we have recited the comment from the Staff in bold and italicized type and have followed it with the Company’s response.

Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company has requested confidential treatment of portions of the Company’s response to Comment No. 1 below in accordance with Rule 83 (17 C.F.R. § 200.83) of the Rules of Practice of the Commission. The EDGAR submission of this letter omits the portions for which confidential treatment is requested. The location of the information subject to the confidential treatment request is indicated in the EDGAR submission with [*]. A complete paper copy of this letter, including the portions for which confidential treatment is requested, is being provided supplementally to the Staff. The Company respectfully requests that we be notified immediately in accordance with the Company’s confidential treatment request letter submitted supplementally on the date hereof before the Commission permits any disclosure of the omitted confidential information.

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

Our Financial Model, page 66

1.We note your customer retention rate for each of the five years ended December 31, 2023 was approximately 85%, which appears to indicate that it has decreased since prior periods when you disclosed it exceeded 85%. Similarly, the retention rate for customers who have been with you over three years as of 2023 was approximately 92%

CONFIDENTIAL TREATMENT REQUESTED

BY GODADDY INC.

  2155 E. GoDaddy Way

Tempe, AZ 85284

compared to disclosure in prior years that stated it was more than 93%. Please provide in your response the customer retention rates for each period in the respective three- and five-year periods. Also, tell us what consideration was given to disclosing the exact customer retention rate for each period and including a discussion of significant fluctuations between periods. Refer to SEC Release No. 33-10751.

RESPONSE TO COMMENT 1: We acknowledge the Staff’s comment and respectfully advise the Staff that we disclose customer retention as an approximate percentage in each of the five years ended December 31, 2023 as the exact customer retention rate upon which the disclosure was based has remained materially consistent as disclosed below. We have considered disclosing the exact customer retention rate for each period but decided that the fluctuation in customer retention over the five-year period was insignificant and is therefore appropriately described as “approximately 85%”. Additionally, we disclose an approximate amount over time to highlight the consistency of our retention rate as opposed to a precise amount each year which may inadvertently suggest that a higher level of precision is indicative of fundamental changes in our customer retention patterns. In future filings and to the extent any changes in our customer retention rate are material, we will consider the need to include further disclosure, if any, to provide adequate context for an investor to understand significant fluctuations in customer retention between periods.

Similarly, we disclose customer retention for customers who have been with us over three years as an approximate percentage. We have disclosed an approximate percentage for the last two years, which we determined to be more appropriate than disclosing the percentage in relation to another percentage (i.e. “more than”), and which is consistent with our disclosure of customer retention.

 Customer retention rate Customer retention rate for customers who have been with us over three years

Year Ended December 31, 2023 [*] [*]

Year Ended December 31, 2022 [*] [*]

Year Ended December 31, 2021 [*] [*]

Year Ended December 31, 2020 [*] [*]

Year Ended December 31, 2019 [*] [*]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year-Over-Year Comparison, page 69

2.We note fluctuations between periods in cost of revenue and other expense line items and Segment EBITDA are due to two or more factors, some of which are offsetting. We also note your reference to changes being due “primarily” to these factors. Where a material change is attributed to two or more factors, including any offsetting factors, revise to describe the contribution of each factor in quantified terms. Please also revise to use more definitive terminology, rather than general or vague terms such as “primarily,” to describe each contributing factor. Refer to Item 303(b) of Regulation S-K and Section III.D of SEC Release No. 33-6835.

RESPONSE TO COMMENT 2: We acknowledge the Staff’s comment and respectfully advise the Staff that in future filings we will include quantified disclosures for each material identified factor in instances where material changes in cost of revenue and other expense line items and Segment EBITDA are attributable to two or more factors.

CONFIDENTIAL TREATMENT REQUESTED

BY GODADDY INC.

  2155 E. GoDaddy Way

Tempe, AZ 85284

General

2023 Fourth Quarter Earnings Presentation

3.We note your presentation of free cash flow per share throughout the 2023 Fourth Quarter Earnings Presentation on your website. Please revise to remove this presentation as non-GAAP liquidity measures that measure cash generated must not be presented on a per share basis. Refer to 100(b) of Regulation G.

RESPONSE TO COMMENT 3: We acknowledge the Staff’s comment and respectfully advise the Staff that we have removed the disclosure of free cash flow per share in our 2023 Fourth Quarter Earnings Presentation as posted on our website and we will also omit the disclosure of free cash flow per share in future quarterly results presentation materials.

4.We also note disclosure of Total Liquidity in your earnings presentation on your website. Please revise to explain how Total Liquidity is determined. If Total Liquidity is a non-GAAP measure, revise to provide the disclosures required by Item 100(a) of Regulation G.

RESPONSE TO COMMENT 4: We acknowledge the Staff’s comment and respectfully advise the Staff that we have amended our 2023 Fourth Quarter Earnings Presentation as posted on our website to include the below disclosure to inform investors regarding how Total Liquidity is determined. We also advise the Staff that our calculation of Total Liquidity is not a non-GAAP measure. We will also include the revised disclosure in our future quarterly results presentation materials.

“Total liquidity is calculated as the sum of (i) cash and cash equivalents, (ii) short-term investments, and (iii) the amount available for borrowing under our revolving credit facility.”

*****

In connection with our response to the Staff’s comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or mmccaffrey@godaddy.com.

Sincerely,

/s/ Mark McCaffrey

Mark McCaffrey

Chief Financial Officer

cc:

 Jared Sine

 GoDaddy Inc.

 Alan F. Denenberg

 Davis Polk & Wardell, LLP

CONFIDENTIAL TREATMENT REQUESTED

BY GODADDY INC.

United States securities and exchange commission logo
March 28, 2024
Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
2155 E. GoDaddy Way
Tempe, AZ 85284
Re:GoDaddy Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-36904
Dear Mark McCaffrey:
            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
Our Financial Model, page 66
1.We note your customer retention rate for each of the five years ended December 31,
2023 was approximately 85%, which appears to indicate that it has decreased since prior
periods when you disclosed it exceeded 85%. Similarly, the retention rate for customers
who have been with you over three years as of 2023 was approximately 92% compared to
disclosure in prior years that stated it was more than 93%. Please provide in your response
the customer retention rates for each period in the respective three- and five-year periods.
Also, tell us what consideration was given to disclosing the exact customer retention rate
for each period and including a discussion of significant fluctuations between periods.
Refer to SEC Release No. 33-10751.

 FirstName LastNameMark McCaffrey
 Comapany NameGoDaddy Inc.
 March 28, 2024 Page 2
 FirstName LastName
Mark McCaffrey
GoDaddy Inc.
March 28, 2024
Page 2
Results of Operations
Year-Over-Year Comparison, page 69
2.We note fluctuations between periods in cost of revenue and other expense line items and
Segment EBITDA are due to two or more factors, some of which are offsetting. We also
note your reference to changes being due "primarily" to these factors. Where a material
change is attributed to two or more factors, including any offsetting factors, revise to
describe the contribution of each factor in quantified terms. Please also revise to use more
definitive terminology, rather than general or vague terms such as "primarily," to describe
each contributing factor. Refer to Item 303(b) of Regulation S-K and Section III.D of SEC
Release No. 33-6835.
General
2023 Fourth Quarter Earnings Presentation
3.We note your presentation of free cash flow per share throughout the 2023 Fourth Quarter
Earnings Presentation on your website. Please revise to remove this presentation as non-
GAAP liquidity measures that measure cash generated must not be presented on a per
share basis. Refer to 100(b) of Regulation G.
4.We also note disclosure of Total Liquidity in your earnings presentation on your website.
Please revise to explain how Total Liquidity is determined. If Total Liquidity is a non-
GAAP measure, revise to provide the disclosures required by Item 100(a) of Regulation
G.
            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 Brittany Ebbertt at 202-551-3572 or Christine Dietz at 202-551-3408 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alan Denenberg

United States securities and exchange commission logo
December 20, 2022
Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
2155 E. GoDaddy Way
Tempe, AZ 85284
Re:GoDaddy Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 17, 2022
File No. 001-36904
Dear Mark McCaffrey:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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  2155 E. GoDaddy Way
Tempe, AZ 85284

December 19, 2022

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Joyce Sweeney, Senior Staff Accountant

Christine Dietz, Senior Staff Accountant

Re:    GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 17, 2022

Form 10-Q for the Quarterly Period Ended September 30, 2022

Filed November 4, 2022

Form 8-K Furnished on November 3, 2022

(File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. ("GoDaddy", the "Company", "we", "us" or "our") submits this letter in response to comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") received by letter dated November 17, 2022 (the "Comment Letter") relating to the Company's Form 10-K for the fiscal year ended December 31, 2021 filed on February 17, 2022, the Company's Form 10-Q for the quarterly period ended September 30, 2022 filed on November 4, 2022 and the Company's Form 8-K furnished on November 3, 2022. This letter is intended to amend our response to Comment 4 in our correspondence dated November 30, 2022 following additional conversations with the Staff.

In this letter, we have recited the comment from the Staff in bold and italicized type and have followed it with the Company's response.

Form 10-Q for Quarterly Period Ended September 30, 2022

Consolidated Results of Operations Revenues, page 29

4.We note your disclosure that the increases in total revenue were driven by growth in total customers and average revenue per user (ARPU) as well as contributions from recent acquisitions, partially offset by adverse movements in foreign currency exchange rates against the U.S. dollar. We further note that you disclose total customers and ARPU in your December 31, 2021 Form 10-K. Please explain to us why you do not disclose the total customers and ARPU in your 2022 Forms 10-Q. Additionally, in future filings where a material change in revenues is attributed to two or more factors, including any offsetting factors, the contribution of each identified factor should be described in quantified terms. Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.

RESPONSE TO COMMENT 4: We acknowledge the Staff's comment and respectfully advise the Staff that we will disclose both total customers and average revenue per user (ARPU) in our Annual Report on Form 10-K and for each quarterly period presented in our Quarterly Reports on Form 10-Q. Additionally, in future filings, we will include quantified disclosures for each material identified factor in instances where material changes in revenues are attributable to two or more factors.

  2155 E. GoDaddy Way
Tempe, AZ 85284

*****

In connection with our response to the Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or mmccaffrey@godaddy.com.

Sincerely,

/s/ Mark McCaffrey

Mark McCaffrey

Chief Financial Officer

cc:    Michele Lau

GoDaddy Inc.

Alan F. Denenberg

Davis Polk & Wardell, LLP

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  2155 E. GoDaddy Way
Tempe, AZ 85284

November 30, 2022

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Joyce Sweeney, Senior Staff Accountant

Christine Dietz, Senior Staff Accountant

Re:    GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 17, 2022

Form 10-Q for the Quarterly Period Ended September 30, 2022

Filed November 4, 2022

Form 8-K Furnished on November 3, 2022

(File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. ("GoDaddy", the "Company", "we," "us" or "our") submits this letter in response to comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") received by letter dated November 17, 2022 (the "Comment Letter") relating to the Company's Form 10-K for the fiscal year ended December 31, 2021 filed on February 17, 2022, the Company's Form 10-Q for the quarterly period ended September 30, 2022 filed on November 4, 2022 and the Company's Form 8-K furnished on November 3, 2022.

In this letter, we have recited the comment from the Staff in bold and italicized type and have followed it with the Company's response.

Form 10-Q for Quarterly Period Ended September 30, 2022

Financial Statements

Note 15. Segment Information, page 25

1.You define segment normalized earnings before interest, taxes, depreciation and amortization (NEBITDA) as net income excluding depreciation and amortization, equity-based compensation expense, interest expense (net) and provision or benefit for income taxes, in addition to certain other adjustments. Please tell us whether you determine segment net income prior to making such adjustments to arrive at segment NEBITDA. In this regard, your disclosure that defines segment NEBITDA starting with net income implies that you may determine a segment measure of net income consistent with the measurement principles used in the consolidated financial statements. Refer to ASC 280-10-50-28. Additionally, disclosure that you believe segment NEBITDA is useful as it removes the impact of certain items that you believe do not directly reflect your segments' core operations implies that segment NEBITDA is a non-GAAP financial measure. If segment NEBITDA is the only segment profit measure used by your chief operating decision maker, please exclude such disclosures from your financial statement footnote in future filings. Refer to Question 104.01 of the Non-GAAP Compliance and Disclosure Interpretations (C&DIs).

  2155 E. GoDaddy Way
Tempe, AZ 85284

RESPONSE TO COMMENT 1: We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, we will refer to our measure of segment profitability as Segment EBITDA, which is the only segment profit measure used by our chief operating decision maker (CODM) in evaluating performance or making resource allocation decisions. We did not intend to imply that we determine a segment measure of net income or that Segment EBITDA is a non-GAAP financial measure. In future filings, we will amend our disclosure as follows:

"Our chief operating decision maker (CODM), which, as of September 30, 2022, was our Chief Executive Officer, evaluates the performance of and allocates resources to our segments based on each segment's revenue and earnings before interest, taxes, depreciation and amortization (Segment EBITDA). Segment EBITDA is defined as segment revenues less costs and operating expenses, excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items."

2.Please revise your segment tabular presentation to include a total of the segments' measures of profit or loss and reconcile this total to consolidated income before income taxes. Refer to ASC 280-10-50-32(f).

RESPONSE TO COMMENT 2: We acknowledge the Staff's comment and respectfully advise the Staff that in future filings we will revise our segment tabular presentation to include a total of the segments' measure of profit or loss, reconciled to consolidated income before income taxes.

Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Third Quarter Financial Highlights, page 28

3.Your presentation of consolidated Normalized EBITDA constitutes a non-GAAP financial measure and should be accompanied by all of the disclosures required by Item 10(e) of Regulation S-K. Please revise to include a reconciliation in MD&A to the most directly comparable GAAP measure, consolidated net income, ensuring that the reconciliation begins with the consolidated GAAP measure. In this regard, referring to disclosure in the segment footnote is not appropriate. Also, revise to disclose why management believes the non-GAAP measure provides useful information to investors, ensuring that such disclosure does not imply that the non-GAAP presentation is more meaningful or accurate than the comparable GAAP measure. In this regard, your labeling of the measure as "normalized" and disclosure in your earnings release furnished on November 3, 2022 that inclusion or exclusion of certain items is necessary to "provide the most accurate measure of core operating results" implies the non-GAAP measure is more meaningful or accurate than the comparable GAAP measure. Refer to Item 10(e)(1)(i) of Regulation S-K.

RESPONSE TO COMMENT 3: We acknowledge the Staff's comment and respectfully advise the Staff that in future filings we will accompany our presentation of Normalized EBITDA with the disclosures required by Item 10(e) of Regulation S-K and will revise to include a reconciliation in MD&A of Normalized EBITDA to consolidated net income, which is the most directly comparable GAAP measure. We will begin the reconciliation with the consolidated GAAP measure and remove references to the segment footnote. In addition, we will revise our disclosures as presented below, to include why management believes Normalized EBITDA is useful information for investors:

"Normalized EBITDA (NEBITDA). NEBITDA is a supplemental measure of our operating performance used by management and investors to evaluate our business. We calculate NEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. We believe that the inclusion or exclusion of certain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations but should not be viewed as a substitute for comparable GAAP measures."

  2155 E. GoDaddy Way
Tempe, AZ 85284

Consolidated Results of Operations Revenues, page 29

4.We note your disclosure that the increases in total revenue were driven by growth in total customers and average revenue per user (ARPU) as well as contributions from recent acquisitions, partially offset by adverse movements in foreign currency exchange rates against the U.S. dollar. We further note that you disclose total customers and ARPU in your December 31, 2021 Form 10-K. Please explain to us why you do not disclose the total customers and ARPU in your 2022 Forms 10-Q. Additionally, in future filings where a material change in revenues is attributed to two or more factors, including any offsetting factors, the contribution of each identified factor should be described in quantified terms. Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.

RESPONSE TO COMMENT 4: We acknowledge the Staff's comment and respectfully advise the Staff that we do not disclose total customers and related ARPU on a quarterly basis in our Forms 10-Q as we believe annual measurements provide more meaningful insight into the impact any changes in these items have on our results. Additionally, annual disclosure aligns with the current practice of similar companies within our industry. While customer count is certainly a factor in our growth trends, it is not always a primary driver; go-to market and experimentation strategies we utilize at different periods in time may cause short-term changes in customer count that will not necessarily translate into sustained revenue growth. Further, as not all customers are equal contributors to our growth, disclosing customers by quarter could disproportionately impact the perceived importance of the growth of one customer versus another, particularly as customers with lower-dollar contributions may be concentrated in a given quarter based on the timing of go-to-market promotions. We believe that annual disclosure of total customers mitigates potential quarter-over-quarter volatility and aligns with our average subscription term of approximately one year. Calculation of our ARPU measure utilizes customer count, and as such, we believe it is most meaningful to disclose these measures together and on an annual basis.

In future filings, we will include quantified disclosures for each material identified factor in instances where material changes in revenues are attributable to two or more factors.

5.We note that in your recent earnings releases and calls you disclose annualized recurring revenue (ARR) for each of your reportable segments as well as gross merchandise volume (GMV) in relation to commerce offerings. Please tell us what consideration was given to disclosing ARR and GMV in your filings.

RESPONSE TO COMMENT 5: We acknowledge the Staff's comment and respectfully advise the Staff that ARR is an operating metric calculated by annualizing quarterly recurring revenue, net of refunds, from new and renewed subscription-based services. ARR excludes revenue that is non-recurring, such as domain aftermarket, domain transfers, one-time set-up or migration fees and non-recurring professional website services fees. We believe ARR is a useful metric in illustrating the scale of certain of our products as well as facilitating comparisons to other companies in our industry, and as such, we intend to include disclosure of ARR in future filings.

GMV is a business metric that annualizes the total quarterly dollar value of orders facilitated by our customers through the use of our commerce platforms. We do not consider GMV to be necessary to an understanding of our financial condition or results of operations as we do not earn revenue based on the volume of such orders. However, we do believe that GMV provides investors with supplemental insight into the utilization of our commerce offerings by our customers.

Bookings, page 30

6.Your disclosure that total bookings representing "total sales" in a given period, excluding refunds suggests that this is a non-GAAP revenue measure. Please revise your disclosure regarding this operating metric to clarify what it represents, such as booked or billed contract value, rather than refer to "total sales."

RESPONSE TO COMMENT 6: We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, we will revise our disclosure of total bookings as follows so as to not imply that it is a non-GAAP revenue measure:

  2155 E. GoDaddy Way
Tempe, AZ 85284

"Total bookings is an operating metric representing the total value of customer contracts entered into during the period, excluding refunds. We believe total bookings provides additional insight into the performance of our business and the effectiveness of our marketing efforts since we typically collect payment at the inception of a customer contract but recognize revenue ratably over the term of the contract."

Form 8-K Furnished on November 3, 2022

Exhibit 99.1, page 1

7.We note that you refer to Applications & commerce NEBITDA and Core platform NEBITDA as non-GAAP measures; however these are not non-GAAP measures and should not be labeled as such. Refer to Question 104.01 of the Non-GAAP C&DIs.

RESPONSE TO COMMENT 7: We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, we will refer to these measures as Applications & Commerce Segment EBITDA and Core Platform Segment EBITDA, and they will not be labeled as non-GAAP measures.

8.Please revise to begin your Reconciliation of Non-GAAP Financial Measures with GAAP results rather than non-GAAP results. In this regard, you should reconcile from Net Income to Total NEBITDA. See Question 102.10 of the Non-GAAP C&DIs.

RESPONSE TO COMMENT 8: We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, we will revise all of our reconciliations to begin with the GAAP result, including to revise our reconciliation of Total NEBITDA to begin with the GAAP result of Net Income or Loss.

9.As noted in the comment above, your labeling of the measure as "normalized" and the disclosure that inclusion or exclusion of certain items is necessary to "provide the most accurate measure of core operating results" implies the non-GAAP measure is more meaningful or accurate than the comparable GAAP measure. Please revise accordingly.

RESPONSE TO COMMENT 9: We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, we will revise our description of the NEBITDA measure as follows so as not to imply that it is more meaningful or accurate than the comparable GAAP measure:

"Normalized EBITDA (NEBITDA). NEBITDA is a supplemental measure of our operating performance used by management and investors to evaluate our business. We calculate NEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. We believe that the inclusion or exclusion of certain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations but should not be viewed as a substitute for comparable GAAP measures."

*****

In connection with our response to the Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

  2155 E. GoDaddy Way
Tempe, AZ 85284

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or mmccaffrey@godaddy.com.

Sincerely,

/s/ Mark McCaffrey

Mark McCaffrey

Chief Financial Officer

cc:    Michlele Lau

GoDaddy Inc.

Alan F. Denenberg

Davis Polk & Wardell, LLP

United States securities and exchange commission logo
November 17, 2022
Mark McCaffrey
Chief Financial Officer
GoDaddy Inc.
2155 E. GoDaddy Way
Tempe, AZ 85284
Re:GoDaddy Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 17, 2022
Form 10-Q for Quarterly Period Ended September 30, 2022
Filed November 4, 2022
Form 8-K Furnished on November 3, 2022
File No. 001-36904
Dear Mark McCaffrey:
            We have limited our review of your filings 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-Q for Quarterly Period Ended September 30, 2022
Financial Statements
Note 15. Segment Information, page 25
1.You define segment normalized earnings before interest, taxes, depreciation and
amortization (NEBITDA) as net income excluding depreciation and amortization, equity-
based compensation expense, interest expense (net) and provision or benefit for income
taxes, in addition to certain other adjustments.  Please tell us whether you determine
segment net income prior to making such adjustments to arrive at segment NEBITDA.  In
this regard, your disclosure that defines segment NEBITDA starting with net income
implies that you may determine a segment measure of net income consistent with
the measurement principles used in the consolidated financial statements.  Refer to ASC

 FirstName LastNameMark McCaffrey
 Comapany NameGoDaddy Inc.
 November 17, 2022 Page 2
 FirstName LastName
Mark McCaffrey
GoDaddy Inc.
November 17, 2022
Page 2
280-10-50-28.  Additionally, disclosure that you believe segment NEBITDA is useful as it
removes the impact of certain items that you believe do not directly reflect your segments’
core operations implies that segment NEBITDA is a non-GAAP financial measure.  If
segment NEBITDA is the only segment profit measure used by your chief operating
decision maker, please exclude such disclosures from your financial statement footnote in
future filings.  Refer to Question 104.01 of the Non-GAAP Compliance and Disclosure
Interpretations (C&DIs).
2.Please revise your segment tabular presentation to include a total of the segments'
measures of profit or loss and reconcile this total to consolidated income before income
taxes.  Refer to ASC 280-10-50-32(f).
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Third Quarter Financial Highlights, page 28
3.Your presentation of consolidated Normalized EBITDA constitutes a non-GAAP financial
measure and should be accompanied by all of the disclosures required by Item 10(e) of
Regulation S-K.  Please revise to include a reconciliation in MD&A to the most directly
comparable GAAP measure, consolidated net income, ensuring that the reconciliation
begins with the consolidated GAAP measure.  In this regard, referring to disclosure in the
segment footnote is not appropriate.  Also, revise to disclose why management believes
the non-GAAP measure provides useful information to investors, ensuring that such
disclosure does not imply that the non-GAAP presentation is more meaningful or accurate
than the comparable GAAP measure. In this regard, your labeling of the measure
as “normalized” and disclosure in your earnings release furnished on November 3,
2022 that inclusion or exclusion of certain items is necessary to “provide the most
accurate measure of core operating results” implies the non-GAAP measure is more
meaningful or accurate than the comparable GAAP measure.  Refer to Item 10(e)(1)(i) of
Regulation S-K.
Consolidated Results of Operations
Revenues, page 29
4.We note your disclosure that the increases in total revenue were driven by growth in total
customers and average revenue per user (ARPU) as well as contributions from recent
acquisitions, partially offset by adverse movements in foreign currency exchange rates
against the U.S. dollar.  We further note that you disclose total customers and ARPU in
your December 31, 2021 Form 10-K.  Please explain to us why you do not disclose the
total customers and ARPU in your 2022 Forms 10-Q.  Additionally, in future filings
where a material change in revenues is attributed to two or more factors, including any
offsetting factors, the contribution of each identified factor should be described in
quantified terms.  Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.

 FirstName LastNameMark McCaffrey
 Comapany NameGoDaddy Inc.
 November 17, 2022 Page 3
 FirstName LastName
Mark McCaffrey
GoDaddy Inc.
November 17, 2022
Page 3
5.We note that in your recent earnings releases and calls you disclose annualized recurring
revenue (ARR) for each of your reportable segments as well as gross merchandise volume
(GMV) in relation to commerce offerings.  Please tell us what consideration was given to
disclosing ARR and GMV in your filings.
Bookings, page 30
6.Your disclosure that total bookings representing "total sales" in a given period, excluding
refunds suggests that this is a non-GAAP revenue measure.  Please revise your disclosure
regarding this operating metric to clarify what it represents, such as booked or billed
contract value, rather than refer to "total sales."
Form 8-K Furnished on November 3, 2022
Exhibit 99.1, page 1
7.We note that you refer to Applications & commerce NEBITDA and Core platform
NEBITDA as non-GAAP measures; however these are not non-GAAP measures and
should not be labeled as such.  Refer to Question 104.01 of the Non-GAAP C&DIs.
8.Please revise to begin your Reconciliation of Non-GAAP Financial Measures with GAAP
results rather than non-GAAP results.  In this regard, you should reconcile from Net
Income to Total NEBITDA.  See Question 102.10 of the Non-GAAP C&DIs.
9.As noted in the comment above, your labeling of the measure as “normalized” and the
disclosure that inclusion or exclusion of certain items is necessary to “provide the most
accurate measure of core operating results” implies the non-GAAP measure is more
meaningful or accurate than the comparable GAAP measure.  Please revise accordingly.
            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 Joyce Sweeney, Senior Staff Accountant, at 202-551-3449 or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

September 10, 2019
Ray Winborne
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, Arizona 85260
Re:GoDaddy Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 22, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 2, 2019
File No. 001-36904
Dear Mr. Winborne:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

		Document

 14455 N. Hayden Road

Scottsdale, AZ 85260

August 27, 2019

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Eiko Yaoita Pyles, Staff Accountant

Christine Dietz, Assistant Chief Accountant

Re:

 GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018 Filed February 22, 2019

Form 10-Q for the Quarterly Period Ended June 30, 2019 Filed August 2, 2019

(File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. ("GoDaddy", the "Company", "we," "us" or "our") submits this letter in response to comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") received by letter dated August 13, 2019 (the "Comment Letter") relating to the Company's Form 10-K for the fiscal year ended December 31, 2018 filed on February 22, 2019 and the Company's Form 10-Q for the quarterly period ended June 30, 2019 filed on August 2, 2019 (the "Form 10-Q").

In this letter, we have recited the comment from the Staff in bold and italicized type and have followed it with the Company's response.

Form 10-Q for the Quarterly Period Ended June 30, 2019

Note 11. Commitments and Contingencies

Litigation, page 19

1.

 We note your disclosures regarding the agreement in principle to settle the class action complaint. Please describe for us the terms, obligations and rights associated with the proposed settlement and describe your proposed accounting for each of the elements of the settlement. As part of your response, explain your basis for only accruing $18 million of the $35 million settlement. Also, explain why the amounts related to class members who elect to receive credits for future purchases will be classified as an offset to revenue and why these amounts will be recorded in the future as purchases are made. We refer you to ASC 450-20-25-2.

RESPONSE TO COMMENT 1: The Company acknowledges the Staff's comment and respectfully advises the Staff that, in determining the appropriate accounting for the proposed settlement, we considered the guidance in Accounting Standards Codification (ASC) Topic 450-20, Loss Contingencies.

On June 20, 2016, Jason Bennett (the "Plaintiff"), individually and on behalf of all others similarly situated, filed a complaint against the Company in the United States District Court, S.D. Alabama, Southern Division, alleging violations of the Telephone Consumer Protection Act of 1991 (the "TCPA") stemming from telephone calls we made to certain customers beginning in November 2014. In June 2019, we entered mediation discussions and reached an agreement in principle to settle the complaint, subject to the execution of a written settlement agreement and Court approval.

 14455 N. Hayden Road

Scottsdale, AZ 85260

Under the terms of the proposed settlement, we would make available to all individuals who received certain communications from us between November 2014 and December 2016 a total of up to $35 million to primarily pay: (i) class members, at their election, either a one-time cash payment of $35 or a single-use voucher of $150 to be used for future purchases of products from us, (ii) notice and administration costs in connection with the settlement, and (iii) attorneys' fees and expenses to legal counsel representing the class. Vouchers issued in connection with the settlement will expire one year from issuance, except in the state of California. If submitted claims are higher than anticipated, class members will receive a pro rata distribution of available funds up to the maximum total liability of $35 million (inclusive of legal fees and administrative expenses). If approved by the Court, we would receive a full release from the settlement class (other than from those class members who timely elect to opt out of the settlement) concerning the claims asserted, or that could have been asserted, with respect to the claims released in the settlement agreement.

In determining our best estimate of the potential settlement loss in accordance with the provisions of ASC 450, we consulted with our legal counsel and analyzed a range of potential outcomes. Using input from similar class action settlements, we determined that the most likely outcome was that the significant majority of the estimated claimants would elect the cash payment. The estimated cash settlements, when combined with approximately $11.5 million of attorneys' fees and expenses to legal counsel representing the class and administrative expenses, make up the $18.1 million accrual we recorded during the second quarter of 2019 for this matter. We also calculated the estimated fair value of the total vouchers expected to be claimed and determined such value to be immaterial. Accordingly, we did not record an accrual related to the vouchers.

We respectfully advise the Staff that the disclosure in our Form 10-Q stating "settlement credits used for future purchases of products will result in reduced revenue in the periods in which they are utilized" was not intended to imply that the utilization of such vouchers would be recorded as an offset to revenue in future periods. Our disclosure was intended to signal that the bookings and revenue we will earn from certain future sales will be less than otherwise expected due to utilization of the vouchers.

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or rwinborne@godaddy.com.

Sincerely,

/s/ Ray E. Winborne

Ray E. Winborne

Chief Financial Officer

cc:

 Nima Kelly

GoDaddy Inc.

Allison B. Spinner

Wilson Sonsini Goodrich & Rosati, P.C.

August 13, 2019
Ray Winborne
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, Arizona 85260
Re:GoDaddy Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 22, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 2, 2019
File No. 001-36904
Dear Mr. Winborne:
            We have reviewed your filing and have the following comment.  In our comment we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2019
Note 11. Commitments and Contingencies
Litigation, page 19
1.We note your disclosures regarding the agreement in principle to settle the class action
complaint.  Please describe for us the terms, obligations and rights associated with the
proposed settlement and describe your proposed accounting for each of the elements of
the settlement.  As part of your response, explain your basis for only accruing $18 million
of the $35 million settlement.  Also, explain why the amounts related to class members
who elect to receive credits for future purchases will be classified as an offset to revenue
and why these amounts will be recorded in the future as purchases are made.  We refer
you to ASC 450-20-25-2.

 FirstName LastNameRay Winborne
 Comapany NameGoDaddy Inc.
 August 13, 2019 Page 2
 FirstName LastName
Ray Winborne
GoDaddy Inc.
August 13, 2019
Page 2
            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 Eiko Yaoita Pyles, Staff Accountant at 202-551-3587 or Christine
Dietz, Assistant Chief Accountant, at 202-551-3408  if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

August 8, 2018
Ray E. Winborne
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Rd
Scottsdale, AZ 85260
Re:GoDaddy Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 27, 2018
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed May 9, 2018
File No. 001-36904
Dear Mr. Winborne:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

		Document

14455 N. Hayden Road

Scottsdale, AZ 85260

July 27, 2018

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Joyce Sweeney, Senior Staff Accountant

Christine Dietz, Assistant Chief Accountant

Re:

 GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 27, 2018

Form 10-Q for the Quarterly Period Ended March 31, 2018 Filed May 9, 2018

(File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. (“GoDaddy”, the “Company”, “we,” “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated July 13, 2018 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2017 filed on February 27, 2018 and the Company’s Form 10-Q for the quarterly period ended March 31, 2018 filed on May 9, 2018.

In this letter, we have recited the comments from the Staff in bold and italicized type and have followed each comment with the Company’s response to the Staff’s comments.

Form 10-Q for the Quarterly Period Ended March 31, 2018

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 8

1.

 We note your response to prior comment 1. Please revise to describe the nature of the services provided for your domain registry services performance obligation and the judgments and assumptions made in concluding that this represents a single performance obligation. Refer to ASC 606-10-50-12.

RESPONSE TO COMMENT 1: The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will include such disclosure in future filings, beginning with our Form 10-Q for the quarterly period ended June 30, 2018.

2.

 We note your response to prior comment 3. Please tell us the amount of amortization expense related to prepaid domain registry fees for the quarter ended March 31, 2018 and whether you believe such fees are contract fulfillment costs. If so, disclose the amount of amortization expense recognized during the period. Refer to ASC 340-40-25-5 and ASC 340-40-50-3(b).

RESPONSE TO COMMENT 2: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered ASC 340-40-25-5 through 25-7 and ASC 340-40-50-3(b). We determined that the fees we pay to registries for each annual increment of domain name registrations and renewals are contract fulfillment costs. Accordingly, such fees are capitalized as prepaid domain name registry fees and are amortized to cost of revenue over the corresponding domain name registration service contract term in accordance with ASC 340-40-35-1.

During the three months ended March 31, 2018, amortization of prepaid domain name registry fees of approximately $145 million was recognized in cost of revenue. We will include disclosure of amortization recognized on contract fulfillment costs in future filings, beginning with our Form 10-Q for the quarterly period ended June 30, 2018.

U.S. Securities and Exchange Commission

July 27, 2018

Page 2

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or nima@godaddy.com.

Sincerely,

/s/ Nima Kelly

Nima Kelly

Executive Vice President & General Counsel

cc:

 Ray E. Winborne

GoDaddy Inc.

Rezwan D. Pavri

Wilson Sonsini Goodrich & Rosati

July 13, 2018
Ray E. Winborne
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Rd
Scottsdale, AZ 85260
Re:GoDaddy Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 27, 2018
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed May 9, 2018
File No. 001-36904
Dear Mr. Winborne:
            We have reviewed your June 22, 2018 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
June 14, 2018 letter.
Form 10-Q for the Quarterly Period Ended March 31, 2018
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 8
1.We note your response to prior comment 1.  Please revise to describe the nature of the
services provided for your domain registry services performance obligation and the
judgments and assumptions made in concluding that this represents a single performance
obligation.  Refer to ASC 606-10-50-12.

 FirstName LastNameRay E. Winborne
 Comapany NameGoDaddy Inc.
 July 13, 2018 Page 2
 FirstName LastName
Ray E. Winborne
GoDaddy Inc.
July 13, 2018
Page 2
2.We note your response to prior comment 3.  Please tell us the amount of amortization
expense related to prepaid domain registry fees for the quarter ended March 31, 2018 and
whether you believe such fees are contract fulfillment costs.  If so, disclose the amount of
amortization expense recognized during the period. Refer to ASC 340-40-25-5 and ASC
340-40-50-3(b).
            You may contact Joyce Sweeney, Senior Staff Accountant at 202-551-3449 or Christine
Dietz, Assistant Chief Accountant at 202-551-3408 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

		Document

14455 N. Hayden Road

Scottsdale, AZ 85260

June 22, 2018

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Joyce Sweeney, Senior Staff Accountant

Christine Dietz, Assistant Chief Accountant

Re:

 GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 27, 2018

Form 10-Q for the Quarterly Period Ended March 31, 2018 Filed May 9, 2018

(File No. 001-36904)

Ladies and Gentlemen:

GoDaddy Inc. (“GoDaddy”, the “Company”, “we,” “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 14, 2018 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2017 filed on February 27, 2018 and the Company’s Form 10-Q for the quarterly period ended March 31, 2018 filed on May 9, 2018.

In this letter, we have recited the comments from the Staff in bold and italicized type and have followed each comment with the Company’s response to the Staff’s comments.

Form 10-Q for the Quarterly Period Ended March 31, 2018

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 8

1.

 Please help us better understand the nature of the goods and services transferred to your customers in your domain name registration business. Tell us which services you have combined with others for the purposes of determining your performance obligations and which services you have treated as a separate performance obligation. Refer to ASC 606-10-25-21 and ASC 606-10-50-12 (c).

RESPONSE TO COMMENT 1: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in determining the services transferred to our customers in a domain name registration, we considered the nature of our promise to customers, the customers’ perspectives and expectations and the terms of our customer contracts.

Domain name industry background

There are three primary participants in the domain name registration process: the registry, registrar and registrant. The following information breaks down each role and how they work with one another:

A domain name registry is an organization that manages top-level domain names (“TLDs”), such as .com and .net, or country-code top-level domain names (“ccTLDs”), such as .us and .ca. Registries create domain name extensions, set the rules for that domain name and work with registrars to sell the right to utilize domain names to the public. Registries do not sell domain name registration services directly to registrants.

U.S. Securities and Exchange Commission

June 22, 2018

Page 2

A registrar is an accredited organization, such as GoDaddy, that sells the right to utilize domain names to the public. Registrars have the ability to register domain names, including TLDs or ccTLDs, and are responsible for maintaining and providing updates to the Domain Name System (“DNS”). DNS translates easier to remember domain names into their underlying unique Internet Protocol (“IP”) addresses. An IP address is a numeric identifier that points all internet traffic to exactly where the content associated with the domain name lives, and is required in order for third parties to access the underlying content connected to a domain name.

A registrant is the person or company who registers a domain name. Registrants can manage their domain name’s settings through their registrar. When changes are made to the domain, their registrar will send the information to the registry to be updated and saved in the registry’s database. Registrants are bound by their contract with the registrar.

Domain name registrations may also be sold by a reseller. Resellers are not accredited, they are organizations that sell domain name registrations and other services provided by an accredited registrar. Resellers do not have any responsibility for maintaining or providing updates to the DNS associated with the domain names they sell. Registrars remain the responsible and accountable party for all domain name registrations sold by their resellers.

GoDaddy analysis

GoDaddy is a domain name registrar. For each domain registration service we provide, we have one performance obligation to our customers that consists of two promises: 1) to ensure the exclusive use of the domain name during the applicable registration term by registering the domain name with the registry and 2) to ensure the domain name is accessible and appropriately directed on the Internet by providing DNS services. DNS services include maintaining and updating our domain name servers to establish records linking the domain name to its underlying IP address, publishing information about the domain name and resolving queries to direct third parties to the content associated with the domain name. After the domain registration service contract term expires, the domain name can no longer be accessed or used, unless the registration is renewed.

In determining our performance obligation associated with the domain name registration service, we considered the following guidance:

ASC 606-10-25-19, which states:

A good or service that is promised to a customer is distinct if both of the following criteria are met:

a.

 The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct).

b.

 The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract).

ASC 606-10-25-21, which states:

In assessing whether an entity’s promises to transfer goods or services to the customer are separately identifiable in accordance with paragraph 606-10-25-19(b), the objective is to determine whether the nature of the promise, within the context of the contract, is to transfer each of those goods or services individually or, instead, to transfer a combined item or items to which the promised goods or services are inputs.

Furthermore, the Basis for Conclusions of ASU 2016-10, which states:

If two or more promises are capable of being distinct because the customer can derive some measure of benefit from each one individually, but the customer’s ability to derive the intended benefit from the contract significantly depends on the entity transferring all of those goods or services, those promises would need to be combined into a single performance obligation because they are not separately identifiable in the context of the contract.

U.S. Securities and Exchange Commission

June 22, 2018

Page 3

In applying the above guidance, we determined the promises to our customers are capable of being distinct as they are capable of providing some measure of benefit to the customer either on their own or together with other resources that are readily available to the customer. However, we have determined the promises to our customers do not meet the criterion of being distinct within the context of our contracts. Our primary promises of the exclusive use of the domain over the registration term and the ability to access the content associated with this domain online are the inputs to a combined benefit (that is, a functional and recognized domain name on the Internet). We would not be able to fulfill our promises for the domain registration service by transferring each of the services individually as our customers could not obtain the intended benefit from the contract without us fulfilling both promises.

The domain name registration and DNS services work together and are highly interdependent and interrelated, pursuant to ASC 606-10-25-21(c). For each domain a customer registers and connects to the Internet, the integrated DNS services we provide and maintain are required for the domain name to properly link to its underlying content. Our customers would not benefit from exclusive rights to a domain name without users of the Internet being directed to the domain name through our DNS services, nor would our customers benefit from our DNS services without exclusive rights to a domain name. Accordingly, we concluded that each domain registration represents one service offering and is a single performance obligation to our customer.

2.

 You disclose that revenue is recognized over the period which the performance obligations are satisfied. For domain name registration, please provide us with your analysis as to how you determined that domain name registration revenue should be recognized over time. Refer to ASC 606-10-25-27.

RESPONSE TO COMMENT 2: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered ASC 606-10-25-23 through 25-30 and determined that our domain name registration services performance obligation is satisfied over time, as services are provided over the registration contract term, as described in our response to Comment 1. Pursuant to ASC 606-10-25-27(a), a customer simultaneously receives and consumes the benefits provided by our performance as we provide the domain registration service. Accordingly, revenue associated with domain name registration service is deferred and recognized ratably over the contract term, which is consistent with the pattern in which our customers receive and consume the benefits.

3.

 Regarding the assets recognized from the costs to obtain a contract, please disclose the amount of related amortization expense recognized during the period. Refer to ASC 340-40-50-3(b).

RESPONSE TO COMMENT 3: The Company acknowledges the Staff’s comment and respectfully advises the Staff that assets recognized from the incremental costs of obtaining a contract with a customer, along with the resulting amortization expense, were immaterial during the quarter ended March 31, 2018. In future filings, we will include disclosure of such amounts, if material.

U.S. Securities and Exchange Commission

June 22, 2018

Page 4

Please direct any questions or comments regarding this letter to the undersigned at (480) 505-8800 or nima@godaddy.com.

Sincerely,

/s/ Nima Kelly

Nima Kelly

Executive Vice President & General Counsel

cc:

 Ray E. Winborne

GoDaddy Inc.

Rezwan D. Pavri

Wilson Sonsini Goodrich & Rosati

June 14, 2018
Ray E. Winborne
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Rd
Scottsdale, AZ 85260
Re:GoDaddy Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 27, 2018
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed May 9, 2018
File No. 001-36904
Dear Mr. Winborne:
            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-Q for the Quarterly Period Ended March 31, 2018
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 8
1.Please help us better understand the nature of the goods and services transferred to your
customers in your domain name registration business.  Tell us which services you have
combined with others for the purposes of determining your performance obligations and
which services you have treated as a separate performance obligation.  Refer to ASC 606-
10-25-21 and ASC 606-10-50-12 (c).

 FirstName LastNameRay E. Winborne
 Comapany NameGoDaddy Inc.
 June 14, 2018 Page 2
 FirstName LastName
Ray E. Winborne
GoDaddy Inc.
June 14, 2018
Page 2
2.You disclose that revenue is recognized over the period which the performance
obligations are satisfied.  For domain name registration, please provide us with your
analysis as to how you determined that domain name registration revenue should be
recognized over time.   Refer to ASC 606-10-25-27.
3.Regarding the assets recognized from the costs to obtain a contract, please disclose the
amount of related amortization expense recognized during the period.  Refer to ASC 340-
40-50-3(b).
            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 Joyce Sweeney, Senior Staff Accountant at 202-551-3449 or Christine
Dietz, Assistant Chief Accountant at 202-551-3408 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.

Mail Stop 4561
August 15, 2016

Mr. Scott Wagner
President & Chief Operating Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, AZ 85260

Re: GoDaddy Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed March 3, 2016
Form 8 -K
Filed February 17, 2016
File No. 001 -36904

Dear Mr. Wagner :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

		Document

August 12, 2016

Via EDGAR and Overnight Delivery

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720

Attention:

 Kathleen Collins

Melissa Kindelan

Re:

 GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 3, 2016

Form 8-K Filed February 17, 2016 (File No. 001-36904)

Ladies and Gentlemen:

On behalf of our client, GoDaddy Inc. (the “Company”), we provide this letter to supplement the  letter dated May 13, 2016 submitted by the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 5, 2016, relating to the above referenced Form 10-K for the Fiscal Year Ended December 31, 2015 filed on March 3, 2016 and the Form 8-K filed on February 17, 2016 (File No. 001-36904)

References to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

U.S. Securities and Exchange Commission

August 12, 2016

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2015

Key Metrics

Adjusted EBITDA, page 56

1.

 You disclose that adjusted EBITDA is a measure of your performance aligning your bookings and operating expenditures and is the primary metric used to evaluate the profitability of the business. We note that this measure includes adjustments for the changes in deferred revenue and prepaid and accrued registry costs. Adjusting for changes in deferred revenue results in presenting revenue that is not earned. Similarly, your adjustment for prepaid domain name registry fees, registry deposits and registry payables results in presenting costs that have not yet been incurred. Please tell us how this measure, as presented, is consistent with your business model or revise to remove these adjustments from your adjusted EBITDA calculations. We refer you to Item 10(e)(ii)(E) of Regulation S-K.

SUPPLEMENTAL RESPONSE TO COMMENT 1: The Company respectfully refers the Staff to its earnings release reporting its results for the quarter ended June 30, 2016, issued on August 3, 2016 and furnished on a Form 8-K. The earnings release reflected the Company’s intentions to begin transitioning away from disclosing its Adjusted EBITDA measure as historically presented. In its quarterly report on Form 10-Q for the quarter ended June 30, 2016, the Company reported Adjusted EBITDA as it has historically, for consistency of presentation, though it plans to transition away from presenting Adjusted EBITDA in that manner in future reports on Forms 10-Q and 10-K.

**

U.S. Securities and Exchange Commission

August 12, 2016

Page 3

The Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments regarding this letter to the undersigned at (650) 565-3765 or aspinner@wsgr.com, or to my colleague, Jeffrey D. Saper, at (650) 320-4626 or jsaper@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Allison B. Spinner

Allison B. Spinner

cc:

 Blake J. Irving

Nima Kelly

GoDaddy Inc.

Jeffrey D. Saper

Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

		SEC Document

May 13, 2016

Via EDGAR and Overnight Delivery

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720

Attention:

 Kathleen Collins

Melissa Kindelan

Re:

 GoDaddy Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 3, 2016

Form 8-K Filed February 17, 2016 (File No. 001-36904)

Ladies and Gentlemen:

On behalf of our client, GoDaddy Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 5, 2016, relating to the above referenced Form 10-K for the Fiscal Year Ended December 31, 2015 filed on March 3, 2016 and the Form 8-K filed on February 17, 2016 (File No. 001-36904).

In this letter, we have recited the comments from the Staff in bold and italicized type and have followed each comment with the Company’s response. References to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

U.S. Securities and Exchange Commission

May 13, 2016

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2015

Key Metrics

Adjusted EBITDA, page 56

1.

 You disclose that adjusted EBITDA is a measure of your performance aligning your bookings and operating expenditures and is the primary metric used to evaluate the profitability of the business. We note that this measure includes adjustments for the changes in deferred revenue and prepaid and accrued registry costs. Adjusting for changes in deferred revenue results in presenting revenue that is not earned. Similarly, your adjustment for prepaid domain name registry fees, registry deposits and registry payables results in presenting costs that have not yet been incurred. Please tell us how this measure, as presented, is consistent with your business model or revise to remove these adjustments from your adjusted EBITDA calculations. We refer you to Item 10(e)(ii)(E) of Regulation S-K.

RESPONSE TO COMMENT 1: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has reviewed Item 10(e)(1)(ii)(E) of Regulation S-K.  The Company advises the Staff that Adjusted EBITDA is a supplemental measure of our performance aligning our bookings and operating expenditures, and is the primary metric management uses to evaluate the profitability of our business. This measure is also consistent with how the Company’s Board of Directors, majority stockholders and third party analysts covering the Company evaluate the business.

The Company acknowledges that deferred revenue is not “earned” and deferred costs are not “recognized” at the time of sale under currently applicable accounting rules.  The Company respectfully advises the Staff that, as a result of its business model, payment is typically collected in full at the time of sale and revenue is generally deferred and recognized ratably over the term of its customer contracts. The Company believes the change in deferred revenues represents an important component of the ongoing performance of its business because payment has been collected in full and sales are generally not refundable after 30 days for annual subscriptions and after 48 hours for all other product terms.  The Company further believes the change in prepaid and accrued registry fees represents an important component of the ongoing performance of its business because at the time of a domain sale, we also incur the obligation for the domain name registry fees associated with the customer contract, which are deferred and recognized over the term of the applicable contract and are generally not refundable to the Company after 5 days. We therefore adjust net loss for changes in deferred revenue and changes in the associated prepaid and accrued registry costs to align these amounts with our other operating costs, which are generally recognized as period costs, and to provide an important supplemental comparison of our ongoing performance from period to period.

U.S. Securities and Exchange Commission

May 13, 2016

Page 3

The Company believes references to Adjusted EBITDA do not use “titles or descriptions of non-GAAP financial measures that are the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures” as prohibited by Item 10(e)(1)(ii)(E) of Regulation S-K.  The Company consistently describes this non-GAAP financial measure as Adjusted EBITDA and accompanies it with clear explanations of all adjustments.  The Company believes inclusion of the word “Adjusted” indicates to investors and third party analysts that there are adjustments made by the Company to traditional EBITDA, and that these adjustments are important to fully understand this performance measure.  The Company believes it has clearly disclosed the fact that these adjustments include the change in deferred revenue and the change in prepaid and accrued registry costs.  Nevertheless, the Company respectfully acknowledges the Staff’s comment and to enhance the transparency of the adjustments made to traditional EBITDA in this non-GAAP financial measure, the Company proposes in future filings to amend its disclosures regarding Adjusted EBITDA as follows (proposed additions and deletions have been notated with underlines and strikethroughs, respectively):

Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, total bookings and adjusted EBITDA are not substitutes for total revenue and net loss, respectively. Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently, particularly related to adjustments for acquisition accounting and non-recurring expenses. Third, adjusted EBITDA includes both deferred revenues that have not yet been earned and prepaid and accrued registry costs that have not yet been recognized under GAAP. Third Fourth, adjusted EBITDA excludes certain recurring expenses that have been and will continue to be significant expenses of our business.

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure of our performance aligning our bookings and operating expenditures, and is the primary metric management uses to evaluate the profitability of our business. We calculate adjusted EBITDA as net loss excluding depreciation and amortization, interest expense (net), provision (benefit) for income taxes and adjustments to the TRA liability, equity-based compensation expense, change in deferred revenue including the impact of realized gains or losses from the hedging of bookings in foreign currencies, change in prepaid and accrued registry costs, acquisition and sponsor-related costs and a non-recurring reserve for sales taxes. Acquisition and sponsor-related costs include (i) retention and acquisition-specific employee costs, (ii) acquisition-related professional fees, (iii) adjustments to the fair value of contingent consideration, (iv) costs incurred under the transaction and monitoring fee agreement with the Sponsors, which was terminated in connection with the IPO, (v) costs incurred under the executive chairman services agreement, which was terminated in connection with the IPO, (vi) costs associated with consulting services provided by KKR Capstone and (vii) the loss incurred on the extinguishment of the $300.0 million senior note. As a

U.S. Securities and Exchange Commission

May 13, 2016

Page 4

result of our business model, we typically collect payment in full at the time of sale and generally recognize revenue ratably over the term of our customer contracts. At the time of a domain sale, we also incur the obligation in full for the domain name registry fees associated with the customer contract. As a result, sales to customers increase our deferred revenue and prepaid and accrued registry costs. We therefore adjust net loss for changes in deferred revenue, which have not yet been earned under GAAP, and changes in the associated prepaid and accrued registry costs, which have not yet been recognized under GAAP, to facilitate an important comparison of our ongoing performance from period to period.

Notes of Consolidated Financial Statements

2.

 Your disclosures on page 68 note that your Credit Facility contains covenants restricting your subsidiaries’ ability to make payments including dividends and distributions. Please tell us how you considered the guidance in Rule 4-08(e)(3) of Regulation S-X to disclose the nature and amount of significant restrictions on the ability of subsidiaries to transfer funds to the parent through intercompany loans. Also tell us how you considered whether condensed financial information of GoDaddy, Inc. only should be disclosed pursuant to Schedule I under Rule 5-04 and Rule 12-04 of Regulation S-X.

RESPONSE TO COMMENT 2: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has considered the guidance in Rule 4-08(e)(3) of Regulation S-X, which requires certain disclosures in the event that restricted net assets of consolidated subsidiaries and equity method investees exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.  In its consideration, the Company evaluated the covenants in the Credit Facility that restrict its subsidiaries’ ability to make certain restricted payments, including dividends and distributions.  These restrictions are subject to a number of exceptions, including but not limited to the following:

•

 The payment of dividends to the Company of up to 6.00% per annum of the net cash proceeds received by or contributed to Desert Newco LLC from a public offering of the Company’s shares;

•

 Certain payments in an aggregate amount not to exceed the greater of $80,000,000 and 30.0% of Consolidated EBITDA (as defined in the Credit Facility) for the most recent applicable period (calculated as set forth in the Credit Facility); and

•

 Other payments, provided that after giving effect to such payments, the Consolidated Total Debt to Consolidated EBITDA Ratio is equal to or less than 4.00:1.00.

U.S. Securities and Exchange Commission

May 13, 2016

Page 5

These exceptions alone, without considering any of the other exceptions, carve-outs and permitted payments under the Credit Facility, provide Desert Newco LLC the ability to make certain restricted payments (including dividends and distributions) in excess of $800 million to the Company, with no requirement for any lender or other third party consent.  As a result, at least $800 million of Desert Newco LLC’s net assets were deemed unrestricted pursuant to Section 4-08(e)(3) of Regulation S-X as of the end of the most recently completed fiscal year. Accordingly, the Company determined the restricted net assets of its subsidiaries and equity investees did not exceed 25% of its consolidated net assets of approximately $426 million as of the end of the most recently completed fiscal year.

Furthermore, the Credit Facility’s restrictions on certain investments (such as loans or advances) specifically exclude intercompany loans, advances and indebtedness with a term less than 364 days made in the ordinary course of business, meaning that the Company does not require the consent of a third party in order to make such intercompany loans or advances.

The Company also evaluated other agreements that could potentially restrict the ability of its subsidiaries to transfer funds to the Company without the consent of a third party. No other conditions exist that would cause the restricted net assets of its subsidiaries and equity investees to exceed 25% of its consolidated net assets of approximately $426 million as of the end of the most recently completed fiscal year.

Accordingly, the Company determined it was not required, pursuant to Rule 4-08(e)(3) of Regulation S-X, to disclose in the notes to the consolidated financial statements included in the Form 10-K the nature and amount of the restrictions on subsidiaries to transfer funds to the parent through intercompany loans, and it was not required to provide condensed financial information of GoDaddy, Inc. only pursuant to Schedule I under Rule 5-04 and Rule 12-04 of Regulation S-X.   The Company will assess whether condensed financial information of GoDaddy, Inc. only is required in future periods in response to any changes in the relevant facts and circumstances.

Form 8-K filed February 17, 2016

3.

 Please explain further how your calculation of unlevered free cash flow supports your assertion that this is as a performance measure. For example, your reconciliation begins with net cash provided by operating activities and excludes various items that will require cash settlement. As this appears to be a liquidity measure, please revise your disclosures to explain how this measure provides useful information to investors regarding the company’s liquidity and financial condition. Alternatively, if you continue to believe that unlevered free cash flow should be considered a performance measure, please revise to reconcile this measure to the most directly comparable GAAP measure, net income (loss) and explain further how this is useful as a performance measure. We refer you to Item 10(1)(i)(B) and C) of Regulation S-K.

U.S. Securities and Exchange Commission

May 13, 2016

Page 6

RESPONSE TO COMMENT 3: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has reviewed Item 10(e)(1)(i)(B) and (C) of Regulation S-K and believes its disclosures should refer to unlevered free cash flow as a liquidity measure.  In its earnings releases, such as the earnings release furnished to the Commission on Form 8-K under Item 2.02 and 9.01 on February 17, 2016, the Company has included a reconciliation to operating cash flow and a description of the reasons why management believes the presentation of this measure provides useful information to investors regarding its financial condition and cash flows.  In future earnings releases, the Company will clarify that it views unlevered free cash flow as a liquidity measure rather than a performance measure, with the following proposed disclosure (proposed additions and deletions have been notated with underlines and strikethroughs, respectively):

Unlevered Free Cash Flow. Unlevered free cash flow is a measure of our performance liquidity used by management to evaluate the amount of cash generated by our business prior to the impact of our capital structure and after tax distributions required by Desert Newco LLC's limited liability company agreement and purchases of property and equipment, such as data center and infrastructure investments, that can be used by us for strategic opportunities and strengthening our balance sheet. Unlevered free cash flow excludes certain charges that will be settled in cash, such as payments for interest on our long-term debt, acquisition and sponsor-related costs and tax distributions.  However, g Given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

**

The Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Pl

Mail Stop 4561
May 5, 2016

Mr. Scott Wagner
Chief Financial Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, AZ 85260

Re: GoDaddy Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed March 3, 2016
Form 8 -K
Filed February 17, 2016
File No. 001 -36904

Dear Mr. Wagner :

We have reviewed your filing s 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 yo u 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 Dece mber 31, 2015

Key Metrics

Adjusted EBITDA, page 56

1. You disclose that adjusted EBITDA is a measure of your performance aligning your
bookings and operating expenditures and is the primary metric used to evaluate the
profitability of the business.  We not e that this measure includes adjustments for the
changes in deferred revenue and prepaid and accrued registry costs.  Adjusting for
changes in deferred revenue results in presenting revenue that is not earned.  Similarly,
your adjustment for prepaid domain  name registry fees, registry deposits and registry
payables results in presenting costs that have not yet been incurred.  Please tell us how

Mr. Scott Wagner
GoDaddy Inc.
May 5, 2016
Page 2

 this measure , as presented , is consistent with your business model or revise to remove
these adjustments from your a djusted EBITDA calculations.  We refer you t o Item
10(e)(ii)(E) of Regulation S -K.

Notes of Consolidated Financial Statements

2. Your disclosures on page 68 note that your Credit Facility contains covenants restricting
your subsidiaries’ ability to make payments including dividends and distributions.  Please
tell us how you considered the guidance in Rule 4 -08(e)(3) of Regulation S -X to disclose
the nature and amount of significant restrictions on the ability of subsidiaries to transfer
funds to the paren t through intercompany loans.  Also tell us how you considered
whether condensed financial information of GoDaddy, Inc. only should be disclosed
pursuant to Schedule I under Rule 5 -04 and Rule 12 -04 of Regulation S -X.

Form 8 -K filed February 17, 2016

3. Please explain further how your calculation of unlevered free cash flow supports your
assertion that this is as a performance measure.  For example, your reconciliation begins
with net cash provided by operating activities and excludes various items that w ill require
cash settlement.  As this appears to be a liquidity measure, please revise your disclosures
to explain how this measure provides useful information to investors regarding the
company’s liqui dity and financial condition.   Alternatively, if you continue to believe that
unlevered free cash flow should be considered a performance measure, please revise to
reconcile this measure to the most directly comparable GAAP measure, net income (loss)
and explain further how this is useful as a performance me asure.   We refer you to Item
10(1)(i)(B) and C) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Excha nge Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staf f comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the U nited States.

Mr. Scott Wagner
GoDaddy Inc.
May 5, 2016
Page 3

You may contact Melissa Kindelan, Staff Accountant  at (202) 551 -3564  if you have
questions regarding comments on the financial statements and related matters.  If you require
further assistance, do not hesitate to contact me at (202) 551 -3499.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
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		CORRESP

December 28, 2015

VIA EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ji Shin

     Barbara Jacobs

Re:    GoDaddy Inc.

Registration Statement on Form S-1

File No. 333-208197

Acceleration Request

Requested Date:    December 30, 2015

Requested Time:    4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GoDaddy Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-208197) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Allison B. Spinner at (650) 565-3765.

In connection with the acceleration request, the Company hereby acknowledges that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * *

Sincerely,

GODADDY INC.

/s/ Scott W. Wagner

Scott W. Wagner

Chief Financial Officer & Chief Operating Officer

cc:

 Nima Kelly, GoDaddy Inc.

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Allison B. Spinner, Wilson Sonsini Goodrich & Rosati, P.C.

Mail Stop 4561
December 2, 2015

Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, Arizona 85260

Re: GoDaddy Inc.
  Registration Statement on Form S-1
Filed  November 25, 2015
  File No.  333-208197

Dear Mr. Irving :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the

Blake J. Irving
GoDaddy Inc.
December 2, 2015
Page 2

 fact that those requesting acceleration are aware of their respective responsibilities unde r the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Ji Shin, Attorney -Advisor,  at (202) 551 -3579, or me at (202) 551 -3487
with any questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director
Office of Information Technologies
and Services

cc: Jeffrey D. Saper, Esq.
Wilson Sonsini Goodrich & Rosati, P.C

CORRESP
1
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CORRESP

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

J.P. Morgan Securities LLC

 383 Madison Avenue

New York, New York 10179

 Citigroup Global Markets Inc.

388 Greenwich Street

 New York, New York 10013

VIA EDGAR

March 27, 2015

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Luna Bloom

Melissa Kindelan

Patrick Gilmore

Re:
GoDaddy Inc.

Registration Statement on Form S-1

Registration File No. 333-196615

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the
several underwriters, hereby join in the request of GoDaddy Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Washington, D.C. time, on
March 31, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the
following distribution of the Company’s Preliminary Prospectus dated March 19, 2015:

(i)
Dates of distribution: March 19, 2015 through the date hereof

(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 11

(iii)
Number of prospectuses furnished to investors: approximately 6,866

(iv)
Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 265

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 MORGAN STANLEY & CO. LLC

J.P. MORGAN SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC.

 Acting severally on behalf of themselves and the

several Underwriters

By:

  MORGAN STANLEY & CO. LLC

By:

   /s/ Colin R. Stewart

Name:

Colin R. Stewart

Title:

Managing Director

By:

  J.P. MORGAN SECURITIES LLC

By:

   /s/ Gregor Feige

Name:

Gregor Feige

Title:

Executive Director

By:

  CITIGROUP GLOBAL MARKETS INC.

By:

   /s/ Israel Halpert

Name:

Israel Halpert

Title:

Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 March 27, 2015

VIA EDGAR

 Division of Corporation Finance

U.S. Securities & Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Luna Bloom

Melissa Kindelan

Patrick Gilmore

Re:

GoDaddy Inc.

Registration Statement on Form S-1

File No. 333-196615

 Acceleration Request

Requested Date:

            March 31, 2015

Requested Time:

            4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GoDaddy Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form S-1 (File No. 333-196615) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later
time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Allison B. Spinner at (650) 565-3765.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 * * * *

 Sincerely,

GODADDY INC.

/s/ Blake Irving

Blake Irving

Chief Executive Officer

cc:
Nima Kelly, GoDaddy Inc.

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Allison B. Spinner, Wilson Sonsini Goodrich & Rosati, P.C.

Alan F. Denenberg, Davis Polk & Wardwell LLP

Sarah K. Solum, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

 BY
GODADDY INC.: GDDY-001

 March 9, 2015

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Via EDGAR and Courier

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3720

Attention:

 Luna Bloom

 Melissa Kindelan

Patrick Gilmore

Re:

 GoDaddy Inc.

 Amendment No. 6 to
Registration Statement on Form S-1

 Filed February 24, 2015

File No. 333-196615

 Ladies and Gentleman:

On behalf of our client, GoDaddy Inc. (the “Company”), we are responding to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 6, 2015 (the “Comment Letter”), relating to the above referenced Amendment No. 6
to the Registration Statement on Form S-1 (File No. 333-196615) (the “Registration Statement”) filed with the Commission on February 24, 2015 and the information provided supplementally to the Commission on March 2,
2015. The Company is concurrently submitting via EDGAR this letter.

 Securities and Exchange Commission

 March 9,
2015

 Page 2

 CONFIDENTIAL TREATMENT REQUESTED

 BY
GODADDY INC.: GDDY-001

 Because of the commercially sensitive nature of certain information contained herein, this
submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential
treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information
and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version concurrently submitted via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we are providing to the Staff by courier copies of this letter. In this letter, we have recited the comments
from the Staff in italicized, bold type and have followed each comment with the Company’s response. All page references herein correspond to the pages of Amendment No. 6.

Unaudited Pro Forma Financial Information

Unaudited Pro Forma Consolidated Statement of Operations, page 71

1.
Please tell us how you calculated the GoDaddy Inc. pro forma weighted-average shares outstanding from the Desert Newco weighted-average units outstanding for the year ended December 31,
2014, as disclosed on page F-8, presented in the information you provided supplementally.

The Company advises the Staff that the GoDaddy Inc. pro forma weighted-average shares outstanding include only the [***]
shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), that will be issued as a result of the Reorganization Transactions plus the [***] shares of Class A Common
Stock that will be issued in its initial public offering, representing only those shares whose proceeds will be used to repay the senior note (at an assumed initial public offering price of [***] per share, which is the midpoint of the
estimated offering price set forth on the cover page of the prospectus). The repayment of the senior note will require the payment of $300,000,000 of principal, a prepayment penalty of $13,500,000 and unpaid interest of $1,125,000, for a total
repayment obligation of $314,625,000. Dividing the total repayment obligation of $314,625,000 by the assumed initial public offering price of [***] per share results in the proceeds from [***] shares of Class A Common Stock being
needed to make this repayment. Accordingly, the Company has used [***] shares of Class A Common Stock, representing the total of [***] shares

 Securities and Exchange Commission

 March 9,
2015

 Page 3

 CONFIDENTIAL TREATMENT REQUESTED

 BY
GODADDY INC.: GDDY-001

from the Reorganization Transactions plus [***] shares required to repay the senior note, in its calculation of the pro forma weighted-average shares outstanding. Such [***] total
shares were assumed to be outstanding since January 1, 2014 for purposes of the Unaudited Pro Forma Consolidated Statement of Operations.

Unaudited Pro Forma Consolidated Balance Sheet, page 73

2.
Please tell us how you calculated the adjustment for the non-controlling interest in the initial public offering adjustments column in the information you provided
supplementally.

 The Company advises the Staff that the adjustment for the
non-controlling interest included in the initial public offering adjustments column in the Unaudited Pro Forma Consolidated Balance Sheet is calculated based only on the number of LLC Units (and corresponding shares of the Company’s Class B
Common Stock, par value $0.001 per share (“Class B Common Stock”)) held by the Continuing LLC Owners after completion of the Reorganization Transactions and the initial public offering. After the completion of these transactions,
the Continuing LLC Owners will hold [***] LLC Units, and an equivalent number of shares of Class B Common Stock. Adding the [***] LLC Units to the [***] shares of Class ACommon Stock that will be issued as a result of the
Reorganization Transactions and the [***] shares of Class A Common Stock that will be issued in its initial public offering results in a total of [***] LLC Units outstanding, as GoDaddy Inc. will hold an equivalent number of LLC
Units to the shares of Class A Common Stock issued as a result of these transactions. The estimated non-controlling interest in Desert Newco, LLC of approximately [***]% is calculated by dividing the [***] LLC Units held by the
Continuing LLC Owners by the [***] combined LLC Units outstanding after the completion of the Reorganization Transactions and the initial public offering. The GoDaddy Inc. pro forma non-controlling interest of $[***] is calculated as
follows:

 Desert Newco LLC’s total members’ equity

$[***]

 + Pro forma accumulated deficit

  [***]

 = Desert Newco LLC’s pro forma total members’ equity

$[***]

 x Non-controlling interest % (approximate)

  [***]
%

 = Non-controlling interest before deferred tax adjustment

$[***]

 + Deferred tax adjustment for taxable corporate subsidiaries1

  [***]

 = Pro forma non-controlling interest

$[***]

1
Subsequent to the Company’s confidential submission made on March 2, 2015, the Company discovered the $[***] related to the deferred tax adjustment was already included in the $[***] of Desert Newco,
LLC’s total members’ equity; therefore, it was double counted in the Company’s non-controlling interests adjustment. The Company will adjust its Unaudited Pro Forma Consolidated Financial Information to exclude this amount in its next
filing.

 Securities and Exchange Commission

 March 9,
2015

 Page 4

 CONFIDENTIAL TREATMENT REQUESTED

 BY
GODADDY INC.: GDDY-001

 Notes to Consolidated Financial Statements

Note 15. Subsequent Events, page F-36

3.
Please revise to disclose the stock option grant on February 23, 2015, as well as the expected impact the additional grants will have on your financial statements, as it appears to be significant and occurred
before the financial statements were available to be issued.

 The Company advises the Staff that the
Company will revise the Subsequent Events disclosure on page F-37 of the Registration Statement as follows to include the following language to address the Staff’s comment:

“On February 23, 2015, we granted options to purchase an aggregate of 1,799,183 units at an exercise price of $19.50
per option, which is equal to the fair market value of our units on the date of grant. The weighted-average grant date fair value of these awards was determined to be $7.90 per option, which will be recognized as compensation expense over the
required future service period of each award, taking into account the probability of our achievement of the associated predetermined performance targets.”

*****

 Securities and Exchange Commission

 March 9,
2015

 Page 5

 CONFIDENTIAL TREATMENT REQUESTED

 BY
GODADDY INC.: GDDY-001

 Please direct any questions with respect to the Company’s responses to me at
(650) 565-3765 or aspinner@wsgr.com, or to my colleague, Jeffrey D. Saper, at (650) 320-4626 or jsaper@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Allison B. Spinner

Allison B. Spinner

Enclosures

cc:

Freedom of Information Act Officer (without enclosures)

Blake J. Irving

Nima Kelly

GoDaddy Inc.

Jeffrey D. Saper

Wilson Sonsini Goodrich & Rosati, P.C.

Alan F. Denenberg

Sarah K. Solum

Davis Polk & Wardwell LLP

March 6, 2015

Via E -Mail
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, A Z  85260

Re: GoDaddy Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed February  24, 201 5
  File No. 333-196615

Dear Mr. Irving :

We have reviewed the above -referenced filing  and have the following comments.

Unaudited Pro Forma Financial Information

Unaudited Pro Forma Consolidated Statement of Operations, page 71
1. Please tell us how you calculated the GoDaddy Inc. pro forma weighted -average shares
outstanding  from the Desert Newco weighted -average units outstanding for the year
ended December 31, 2014, as disclosed on pa ge F-8, presented in the information you
provided supplementally.

Unaudited Pro Forma Consolidated Balance Sheet, page 73
2. Please tell us how you calculated the adjustment for the non -controlling interest in the
initial public offering adjustments column in the information you provided
supplementally.

Notes to Consolidated Financial Statements

Note 15 . Subsequent Events, page F -36
3. Please revise to disclose the stock option grant on February 23, 2015,  as well as the
expected impact the additional grants will have on your financial statements , as it appears
to be significant and occurred before the financial statements were available to be issued.

Blake J. Irving
GoDaddy Inc.
March 6 , 201 5
Page 2

 You may contact Melissa Kindelan , Staff Accountant, at (202) 551 -3564 or Patrick
Gilmore , Accounting Branch  Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Luna Bloo m, Staff
Attorney, at (202) 551 -3194 with any other questions.  Should you require further assistance, you
may cont act Mark P. Shuman, Legal Branch Chief,  at (202) 551 -3462.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

cc:  Via E -Mail
 Allison B. Spinner
 Wilson Sonsini Goodrich & Rosati, P.C.

November 5 , 2014

Via E -Mail
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, A Z  85260

Re: GoDaddy Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 21 , 2014
  File No. 333-196615

Dear Mr. Irving :

We have reviewed your  letter dated October 21 , 2014 and the above -referenced filing,
and have the following comments.  Where we reference prior comments, we are referring to our
September 9 , 2014 letter.

We are subject to export controls and economic sanctions laws . . . ,  page 42

1. You state that Mad Mimi, LLC, which you acquired in August 2014, filed with OFAC an
initial notification of a voluntary disclosure related to the possible provision of services in
“certain embargoed countries.”  You do not identify the countries to which you refer or
disclose the nature and extent of the services provided into those countries.   Please tell us
whether the countries include Cuba, Iran, Sudan or Syria.  Describe to us the nature and
extent of Mad Mimi, LLC’s contacts with Cuba, Iran, Sudan and Syria, if any, whether
through direct or indirect arrangements.  You should describe any  products, technology
or services provided into Cuba, Iran, Sudan or Syria, directly or indirectly, and any
agreements, arrangements or other contacts with the governments of Cuba, Iran, Sudan
and Syria or entities they control.

Management’s Discussion an d Analysis of Financial Condition and Results of Operations

Results of Operations, page 91

2. We note you removed the comparison of the combined periods of January 1, 2011
through December 16, 2011 (predecessor) and December 17, 2011 through December 31,
2011 (successor) to the year ended December 31, 2012 and replaced it with a comparison
of historical periods.  Please tell us your consideration for supplementing this historical
comparison with an additional comparison of the year ended December 31, 2012 to  the
12 months ended December 31, 2011 on a pro forma basis, which would assume the

Blake J. Irving
GoDaddy Inc.
November 5, 2014
Page 2

 Merger occurred on January 1, 2011 and would include all of the appropriate Article 11
pro forma adjustments.  In this regard, it would appear that such pro forma adjustmen ts
could be material and therefore meaningful in a supplemental comparison, considering
your disclosure on page 88 of the impact of purchase accounting on revenue in the
periods subsequent to the Merger.  If you do not believe this supplemental comparison
would be beneficial or meaningful to investors, please explain the basis for this
determination.

You may contact Melissa Kindelan , Staff Accountant, at (202) 551 -3564 or Patrick
Gilmore , Accounting Branch Chief, at (202) 551 -3406 if you have questions reg arding
comments on the financial statements and related matters.  Please contact Luna Bloo m, Staff
Attorney, at (202) 551 -3194 with any other questions.  Should you require further assistance, you
may contact Mark P. Shuman, Legal Branch Chief,  at (202) 55 1-3462.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

cc:  Via E -Mail
 Allison B. Spinner
 Wilson Sonsini Goodrich & Rosati, P.C.

September 9 , 2014

Via E -Mail
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, A Z  85260

Re: GoDaddy Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 14 , 2014
  File No. 333-196615

Dear Mr. Irving :

We have reviewed your  letter dated August 14, 2014 and the above -referenced filing,  and
have the following comments.  Where we reference prior comments, we  are referring to our July
3, 2014 letter.

General

1. We continue to consider your response to prior comment 1, and will separately provide
any further comments or inquiries in that regard.

2. We note the endorsements from three customers included on the s econd page of your
graphic materials.  Please supplementally provide us with consents from these parties.
Further, tell us whether any of these third parties were paid for their endorsements, and if
so, disclose that fact.  Finally, we note the language q uoted to the right of the graphic.
Please disclose to whom the quote is attributable.

Selected Consolidated Financial Data

Reconciliation of Non -GAAP Financial Measures, page 79

3. We note your revisions on pages 19, 79 , and 88 that your non -GAAP measure,
“unlevered free cash flow,” is now a performance measure as opposed to a liquidity
measure as previously disclosed.  We also note you reconcile this measure to operating
cash flows on page 81.  Considering this measure is a performance measure, please rev ise
to reconcile to the most directly comparable GAAP measure, net income (loss).  Refer to
Item 10(e)(1)(i)(B) of Regulation S -K.

Blake J. Irving
GoDaddy Inc.
September 9, 2014
Page 2

 Results of Operations

Comparison of Combined Periods January 1, 2011 through December 16, 2011 (Predecessor)
and December  17 through December 31, 2011 (Successor) and Years Ended December 31, 2012
and 2013, page 94

4. We note your response to prior comment 26 where you indicate that the two -week
Successor period in fiscal 2011 is too short to be meaningful to investors standin g on its
own and that a presentation of the 50 -week Predecessor period on its own would omit
information that could be meaningful to investors.  A comparison of the company’s
historical results is required pursuant to Item 303(a) of Regulation S -X.  Please  further
explain why you believe an analysis on the historical amounts would not be meaningful
as required or revise your disclosures.

5. You further note in your response  to prior comment 26  that the impact of the Merger on
the two -week Successor period does not materially affect the comparison of the annual
periods and therefore you have retained the combined presentation.  Please further
explain to us why you believe the impact was not mate rial and a combined presentation is
appropriate instead of a presentation that includes all relevant pro forma adjustments as
required by Article 11 of Regulation S -X.

Management

Executive Officers, page 143

6. We note your response to prior comment 31, however, you have not disclosed Mr.
Irving’s principal occupation and/or employment for the period from April 2012 through
January 2013.  Please revise your disclosure to describe his principal occupation during
this nine -month period, or if none, please t ell us such in your response.  See Item 401(e)
of Regulation S -K.

Compensation Committee Interlocks and Insider Participation, page 151

7. As indicated in prior comment 32, amend this section to include a description of the
related party transactions under this heading that provides the information required by
Item 404 of Regulation S -K, rather than simply cross -referencing the related party
transaction section.  See Item 407(e)(4)(i)(C) of Regulation S -K.  If you seek to avoid
duplicative disclosure, you ma y include a cross -reference to the interlocks section in the
related party transaction section of the filing.

Principal Stockholders, page 179

8. We reissue our prior comment 36 with respect to footnote 16.  It is unclear whether
Messrs. Kravis and Roberts are the persons who have shared voting and/or investment

Blake J. Irving
GoDaddy Inc.
September 9, 2014
Page 3

 power of the securities held by the all the entities affiliated with KKR in light of the
statement that they “may” be deemed to be the beneficial owner of “some of all” of the
securities described in  that footnote.  Please revise to clearly disclose the persons who
have sole or shared voting and/or investment power over the securities owned by the
entities affiliated with KKR.

Desert Newco, LLC Consolidated Financial Statements

General

9. We note yo ur response to prior comment 37.  It appears the operations of Desert Newco
will be taxable through GoDaddy Inc. and therefore it would seem a pro forma
presentation assuming the Desert Newco had operated as a C -Corporation would provide
relevant and usefu l disclosure to investors despite the tax status of Desert Newco after
these transactions.  Please further explain why you believe Article 11 -01(a)(8) would not
apply and why this information would not be material to investors.  Also, as previously
request ed in prior comment 37, please revise to include appropriate disclosures in the
notes to the financial statements describing the new organizational structure of the
company pending the completion of the initial public offering.

Desert Newco, LLC Consolida ted Financial Statements (Audited) The period from January 1,
2011 through December 16, 2011 (Predecessor), the period from December 17, 2011 through
December 31, 2011 (Successor) and the Years Ended December 31, 2012 and 2013 (Successor)

Consolidated Sta tements of Operations, page F -22

10. We note your response to prior comment 39 that the stock -based compensation costs
related to the predecessor are fundamentally different from ongoing equity -based
compensation expense due to restrictions on the vesting and exercisability of such
awards.  W e believe that the contingent recognition of such awards based on the sale of
the predecessor or its common stock being listed and publicly traded on a U.S. stock
exchange is not a compelling reason for not allocating these costs to the same expense
line i tems in which cash compensation, paid to the same employees, was recorded.
Please revise your presentation accordingly.

Blake J. Irving
GoDaddy Inc.
September 9, 2014
Page 4

 You may contact Melissa Kindelan , Staff Accountant, at (202) 551 -3564 or Patrick
Gilmore , Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Luna Bloo m, Staff
Attorney, at (202) 551 -3194 with any other questions.  Should you require further assistance, you
may contact the undersigned at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via E -Mail
 Allison B. Spinner
 Wilson Sonsini Goodrich & Rosati, P.C.

July 3, 2014

Via E -Mail
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, A Z  85260

Re: GoDaddy Inc.
Registration Statement on Form S-1
Filed June 9 , 2014
  File No. 333-196615

Dear Mr. Irving :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please tell us your analys is for not including Desert Newc o as a co -registrant.  See
Securities Act Rule 140.

2. Please also supplementally provide us with the studies you commissioned from
BrandOutlook, LLC and Beal Research, Inc., appropriately marked to highlight the
sections relied upon and cross -referenced to your prospec tus.  Confirm whether any other
third -party studies or reports relied upon or cited in the prospectus were commissioned by
you.  Finally, on page 58 under “Market and Industry Data,” please consider identifying
all third -party sources, including the date o f such sources, referenced in that section.

3. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 2

 comments.  For guidance, refer to Ques tion 101.02 in the Division of Corporation
Finance Compliance and Disclosure Interpretations on  Securities Act Forms.

Prospectus Summary

Summary of Offering Structure, page 7

4. Please state the percentage of Desert Newco LLC Units that are currently held by each of
Silver Lake, KKR, TCV , and Mr. Parson s, including their affiliates.

5. Please expand the fourth bullet point in this section to state that a portion of the offering
proceeds will be used to purchase LLC Units equal in number to the Class A share s sold
to the public in this offering, and clarify whether the LLC Units to be acquired by the
registrant will be purchased from existing LLC Unit owners or from Desert Newco.

6. We note your disclosure on page 63 that outlines the percentage ownership that will be
held by the various parties following completion of the Offering Transactions.  Please
expand your disclosure in this section to clearly and succinctly outline this info rmation.

7. Please revise the ninth bullet point to describe concisely the reorganization transactions.
In this regard, we note that in this bullet point, you indicate that the Reorganization
Parties will receive a distribution from certain affiliate owne rs and then merge with and
into newly formed subsidiaries of Go Daddy Inc.  It appears from your description on
page 61, however, that the merging entities are separate from the Reorganization Parties,
which are those affiliates that will receive a number of Class A shares equal to the
number of LLC Units held by the merging entities.  Please advise and revise.  Consider
including a cross -reference to the more detailed discussion of the reorganization
transactions.

8. Please tell us whether any of your exist ing owners or affiliates thereof will hold any Class
A shares prior to the completion of the offering, other than those that will be held by the
Reorganization Parties in connection with the reorganization transactions and Investor
Corp Mergers and other t han those rights held by existing owners to exchange LLC
Units, together with the corresponding Class B shares, for Class A shares after the
offering.

Risk Factors

“A security breach or network attack could delay or interrupt service. . .,” page 20

9. You disclose in this risk factor that you “have been subject to denial or disruption of
service . . . attacks by hackers.”  Please provide us with additional information regarding
the nature and scope of the attacks you reference, including when they occurred  and
whether they had a material impact on your business either on an individual or aggregate

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 3

 basis.  Please tell us your consideration for including a discussion of this incident,
including a description of the costs and consequences, in this risk factor and elsewhere in
your disclosure, as appropriate.  We refer you to the Division of Corporation Finance’s
CF Disclosure Guidance: Topic No. 2 for additional guidance.

“We are exposed to the risk of system failures and capacity constraints,” page 22

10. In this risk factor, please quantify the impact of your September 2012 service outage , to
the extent material .

“We are subject to export controls and economic sanctions laws . . .,” page 41

11. You state that Media Temple Inc., which you acquired in 2013, file d with OFAC a
voluntary disclosure related to the apparent provision of services during the previous five
years to persons located in countries subject to U.S. embargoes.   You do not identify the
countries to which you refer or disclose the nature and exte nt of the services provided
into those countries.   Cuba, Iran, Sudan and Syria are designated as state sponsors of
terrorism by the State Department, and are subject to U.S. economic sanctions and export
controls.   Please describe to us the nature and exte nt of past, current and anticipated
contacts with Cuba, Iran, Sudan and Syria, if any, whether through direct or indirect
arrangements.   Your response should describe any products, technology or services
provided into Cuba, Iran, Sudan or Syria, directly o r indirectly, and any agreements,
arrangements or other contacts with the governments of Cuba, Iran, Sudan and Syria or
entities they control.

Organizational Structure, page 59

12. Please provide an additional organizational chart that outlines the corporate  structure pre -
reorganization and IPO, and shows the percentages in ownership of the various parties.

Use of Proceeds, page 64

13. Please clarify whether all proceeds will be used to purchase newly -issued LLC Units
from Desert Newco, or if a portion will be retained at the GoDaddy Inc.  level.  To the
extent that any proceeds will be retained, please describe how you intend to use those
proceeds.  Also clarify whether Desert Newco will use offering proceeds received from
the sale of LLP Units to the registrant  or be reimbursed by the registrant for the expenses
it will defray that are described in the second sentence of the second paragraph.  Discuss
the related party nature of the senior note.

14. Please revise to state the approximate amount of the net proceed s intended to be used for
each purpose you list, including the minimum portion of the senior note that Desert
Newco is expected to repay.  Further, we note your statement that, after causing Desert
Newco to pay the offering expenses, make the transaction a nd monitoring fee agreement

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 4

 final payment, and  pay a portion of the senior note, you intend to use “any remaining
proceeds” for “general corporate purposes.”  To the extent you believe it is unlikely that
there will be any such remaining proceeds, please s o state.  Please also provide more
meaningful and specific disclosure of the intended use of any such remaining proceeds,
for example with respect to any particular capital expenditures that you expect to make,
as well as the approximate amounts intended t o be used for each such purpose, to the
extent known.  See Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unaudited Pro Forma Financial Information

Notes to Unaudited Pro Forma Statement  of Operations, page 72

15. We note on page 74 that a portion of the offering proceeds will be used to repay a portion
of the senior note.  It is not clear based on the Notes on page 72 whether you will
consider the impact of this on the pro forma earnings pe r share calculation.  In this
regard, the denominator in computing pro forma EPS should include only those common
shares whose proceeds are being reflected in pro forma adjustments in the income
statements, such as proceeds used for debt repayment.  Please  advise or revise your pro
forma adjustments accordingly.  We refer you to Article 11 -02 of Regulation S -X.

16. We note your adjustments to give effect to the TRAs in Note (6) on page 74.  Please tell
us what the impact will be when the Continuing LLC Owners exchange their LLC Units
for shares of your Class A common stock.  In this regard, please explain how the related
party payments under the TRA s will be  classified and  recorded and the effect such
payments will have on the results of operations and earnings  per share.

Overview, page 80

17. Please revise to provide a balanced and meaningful discussion of known material trends
and uncertainties that will have, or are reasonably likely to have, a material impact on
your revenues or income or result in your liquidity decreasing or increasing in any
material way.  In this regard, we note you indicate your revenue exceeded $500 million
and $1 billion in 2009 and 2013, respectively; however you do not discuss the history of
net operating losses described in the risk factor on page 29.  Further, y our discussion of
trends, challenges and uncertainties should provide insight into the extent to which
reported financial information is indicative of future results , such as your expectations in
achieving future profitability, when and how that may be accomp lished, if known.  We
refer you to Sections III.A and III.B of SEC Release No. 33 -8350.

18. You disclose on page 82 that you generate bookings and revenue from the sale of product
subscriptions, including domain name registrations, hosting and presence offerings , and

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 5

 business applications.  You also refer to “domain products” a nd “an initial domain
purchase.”   Please revise to clarify the terms of a domain name registration.

19. We note on page 132 you refer to the percentage of total bookings generated fr om sales
by your Customer Care organization.  Please expand your disclosures here to explain this
organization and how it relates to your products and subscriptions offerings.  If it
generates a separate revenue stream or contributes to revenue earned unde r the three
primary streams noted, please explain that as well.

Key Metrics, page 85

20. We n ote you discuss the period -over-period changes in your non -GAAP measures of
bookings, adjusted EBITDA, and unlevered free cash flow before you discuss such
changes i n the most directly comparable GAAP measure.  Please tell us how this
presentation complies with presenting the most comparable GAAP measure with equal or
great er prominence to the non -GAAP measure.  We refer you to Item 10(e)(1)(i)(A)  of
Regulation S -K.

21. You disclose that total bookings represents gross cash receipts from the sale of products
to customers in a given period before giving effect to certain adjustments, primarily net
refunds granted in the period.  Please explain to us why you believe it is appropriate to
exclude net refunds from  this measure, which you state reflects the effectiveness of your
sales effort in a given period and is an indicator of the expected growth in your revenue,
as it seems refunds granted to customers would impact future  revenue and be a reflection
of the effectiveness of the sales effort.  We refer you to Item 10(e)(1)(i)  of Regulation
S-K.

22. On page 86 you disclose that adjusted EBITDA is a cash -based measure of your
performance that aligns your bookings and operating e xpenditures and is the primary
metric management uses to evaluate the profitability of the business.  We also note that
this measure excludes the change in deferred revenue and the change in prepaid and
accrued registry costs.  Please further explain to us  how this measure is used to evaluate
profitability as it is adjusted to reflect the cash flow of certain items, which may be
confusing as generally profitability is not measured on a cash -basis.  We refer you to Item
10(e)(1)  of Regulation S -K.

23. We also n ote you exclude a reserve for sales taxes in your adjusted EBITDA measure,
which you identify as non -recurring.  Please tell us why you believe this item is non -
recurring when the nature of the charge for sales tax is reasonably likely to recur.  We
refer you to Item 10(e)(1)(ii)(B)  of Regulation S -K.

24. We note you disclose that unlevered free cash flow is a liquidity measure that provides
information to management about the amount of cash generated by the business prior to
the impact of the capital structure and after purchases of property and equipment that can

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 6

 be used for strategic opportunities and strengthening your balance sheet.  Please tell us
how you considered whether this implies these amounts represent residual cash flow
available for discretionary expenditures considering the significant amoun t of debt
outstanding.  We refer you to Question 102.07 in the Division of Corporation Finance
Compliance and Disclosure Interpretations on non-GAAP  financial measures .

25. We also note you have added back cash paid for interest and cash paid  for acquisition  and
sponsor -related costs to arrive at your unlevered free cash flow liquidity measure.  Please
note that since these charges require cash settlement, the exclusion of these charges is not
appropriate.  Please revise this non -GAAP measure accordingly.  Re fer to Item
10(e)(1)(ii)(A) of Regulation S -K.

Results of Operatio ns

Comparison  of Combin ed Periods January  1, 2011  through  December  16, 2011  (Pred ecessor)
and December  17 through  Decemb er 31, 2011  (Succe ssor) and Years  Ended  December  31,
2012  and 2013, page 94

26. We note your discussion of the results of operations for the predecessor and successor on
a combined  basis for the year ended December 31, 20 11.  Please note that a supplemental
discussion in MD&A based on “pro forma” financial information should be prepared in
accordance with Article 11 of Regulation S -X.  Considering the predecessor and
successor periods are separately presented in the historical financial statements, tell us
why you believe it is appropriate to merely combine information for tho se periods
without reflecting all relevant pro forma adjustments required by Article 11 of Regulation
S-X.  Otherwise, please revise your presentation to reflect all pro forma adjustments
under Article 11 of Regulation S -X.

Liquidity and Capital Resources

Overview, page 102

27. Please enhance th e disclosure in this section to include further discussion and analysis of
material covenants related to your outstanding debt, or provide you r analysis as to why
this disclosure is not required.  See Section IV.C of SEC Release 33 -8350.  Additionally,
please provide more narrative detail regarding the incurrence of your substantial debt,
including informatio n on how it fits into your overall bus iness plan.  We refer you to
Section IV.A of SEC Release 33 -8350.

Tax Receivable Agreements, page 103

28. On page 104 you indicate that because you generally expect to realize the associated tax
saving prior to making cash payments under the Tax Receivable A greements (TRAs),
you do not expect the payments under the TRAs to have a material impact on liquidity.

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 7

 Please expand this disclosure to note the portion of the estimated realized tax benefit
payable to related parties pursuant to the TRAs, which you will  include in the pro fo