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 Document   GOHEALTH, INC. 222 W. Merchandise Mart Plaza, Suite 1750 Chicago, IL 60654   December 19, 2025   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re:  GoHealth, Inc. Registration Statement on Form S-3 File No. 333-292177   Ladies and Gentlemen:   Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GoHealth, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on December 23, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.   Please contact Katherine Shaia of Kirkland & Ellis LLP at (212) 390-4349 or Sharon Freiman, P.C. of Kirkland & Ellis LLP at (212) 909-3345, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.   Sincerely, GOHEALTH, INC. /s/ Bradley Burd Bradley Burd Chief Legal Officer   cc: Robert M. Hayward, P.C., Kirkland & Ellis LLP Sharon Freiman, P.C., Kirkland & Ellis LLP Katherine Shaia, Kirkland & Ellis LLP

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 Document   GOHEALTH, INC. 222 W. Merchandise Mart Plaza, Suite 1750 Chicago, IL 60654   November 26, 2025   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: GoHealth, Inc. Registration Statement on Form S-3 File No. 333-291587   Ladies and Gentlemen:   Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GoHealth, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on December 1, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.   Please contact Katherine Shaia of Kirkland & Ellis LLP at (212) 390-4349 or Sharon Freiman, P.C. of Kirkland & Ellis LLP at (212) 909-3345, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.   Sincerely, GOHEALTH, INC. /s/ Bradley Burd Bradley Burd Chief Legal Officer   cc: Robert M. Hayward, P.C., Kirkland & Ellis LLP Sharon Freiman, P.C., Kirkland & Ellis LLP Katherine Shaia, Kirkland & Ellis LLP

October 4, 2024
Katherine O'Halloran
Interim Chief Financial Officer
GoHealth, Inc.
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
Re:GoHealth, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-39390
Dear Katherine O'Halloran:
            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:Brad Burd

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    September 30, 2024

    VIA EDGAR SUBMISSION

    Division of Corporate Finance

    U.S. Securities and Exchange Commission

    Washington, D.C. 20549

    Attn: Joyce Sweeney and Kathleen Collins

    Re: GoHealth, Inc.

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

    Form 10-Q for Quarterly Period Ended June 30, 2024

    Response Dated July 19, 2024

    File No. 001-39390

    Dear Ms. Sweeney and Ms. Collins:

    On behalf of GoHealth, Inc. (the “Company”, “we”, “management”), I am hereby submitting responses to the comments of the staff (the “Staff”) of the U.S. Securities and
      Exchange Commission (the “SEC”) set forth in your letter dated September 16, 2024 with respect to the above-referenced Annual Report on Form 10-K (the “10-K”), Quarterly Report on Form 10-Q (the “10-Q”) and Response. For your convenience, the text of
      each of the Staff’s comments is set forth in bold font below and is followed by the Company’s response to the comment. Terms not otherwise defined in this letter have the meanings set forth in the 10-K.

    Form 10-Q for the Quarterly Period Ended June 30, 2024

    Management's Discussion and Analysis of Financial Condition and Results of Operations; Key Business Performance and Operating Metrics,
        page 29

          1.

            We note your revised disclosure and response to prior comment 2 regarding the Sales per Submission metric. Please refer to and consider the guidance in SEC Release No. 33-10751 and revise your
              disclosures to address the following:

          •

            Clarify the intent of the measure and specifically address that it is not reflective of the company's revenue for the reporting period.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, clarify the intent of Sales per Submission and specifically
      address that it is not reflective of the Company’s revenue for the reporting period. The Company intends to expand its disclosure to include disclosure similar to the following and will continue to assess and revise its disclosure further in the
      future, as appropriate:

    Sales per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Sales per Submission is not meant to be considered as an
      indicator of financial performance in isolation from or as a substitute for the Company’s net revenues. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such
      Submissions, including any impact of revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods.

                222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

          •

            Clarify how the non-agency revenues differ from agency revenues and specifically explain that the company does not receive commissions or fees on subsequent renewals for the non-agency
              policies. Additionally, explain how the relative proportion of agency and non-agency revenues could impact this metric.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, clarify how the non-agency revenues differ from agency
      revenues, and how the relative proportion of agency and non-agency revenues could impact this metric. The Company intends to expand its disclosure to include disclosure similar to the following and will continue to assess and revise its disclosure
      further in the future, as appropriate:

    The numerator of Sales per Submission includes revenues generated by Submissions produced in the reporting period through both our agency and non-agency models. Agency revenue refers to the
      expected amount of initial commission revenue and any renewal commissions to be paid from the health plan partners on such placement as long as the policyholder remains with the same insurance product. Non-agency revenue refers to enrollment and
      engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, with the amount of variable consideration generally resolved within 90 days of the Submission. The Company does not receive
      commissions or fees on subsequent renewals for non-agency Submissions.

    The mix of agency and non-agency contracts could impact Sales per Submission. The Company has a portfolio of agency and non-agency contracts, varying by health plan partner and product, and the
      mix of these contracts is dependent on the plans most suitable for the consumers we serve.

          •

            To the extent fluctuations in the relative proportion of agency and non-agency revenues have a significant impact on the metric, discuss this in your fluctuation analysis of results.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, discuss, if material, how the relative proportion of agency and
      non-agency revenues impacts Sales per Submission.

          •

            Explain the relationship between partner marketing revenue and submissions. Also, revise your revenue recognition policy to clarify your reference to "over time" recognition for this revenue
              stream.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, explain the relationship between partner marketing revenue and
      Submissions and clarify our reference to “over time” recognition for this revenue stream. The Company intends to expand its disclosure to include disclosure similar to the following and will continue to assess and revise its disclosure further in the
      future, as appropriate:

    The Company is compensated by its health plan partners for providing marketing services over a predetermined measurement period. The Company recognizes revenues over the measurement period as
      Submissions are generated and generally gets paid a fixed fee per Submission that results in either a policy effectuating or staying in-force through the rapid disenrollment period, or 90 days post-effectuation.

                222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

          2.

            Regarding the Direct Operating Costs per Submission metric and response to prior comment 3, please refer to and consider the guidance in SEC Release No. 33-10751 and revise to address the
              following:

          •

            Remove the reconciliation that starts with total consolidated operating expense and revise to disclose the composition of this metric by describing the three expense categories and related
              adjustments that comprise it.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, revise the presentation of Direct Operating Cost per Submission
      similar to the following and will continue to assess and revise its disclosure further in the future, as appropriate:

    Direct Operating Cost per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Direct Operating Cost per Submission
      measures costs directly attributable to Submissions generated in the period and excludes costs that are indirect or fixed. The following table shows Direct Operating Cost per Submission for the periods presented:

              Three months

              ended

              Jun. 30,2024

              Three months

              ended

              Jun. 30,2023

              Direct Operating Cost per Submission

              $641

              $725

    The numerator of Direct Operating Cost per Submission is the portion of the respective operating expenses for revenue share, marketing and advertising, and consumer care and enrollment that are
      directly related to the Submissions generated in the reporting period.

    Revenue share represents variable expense related to agency and non-agency Submissions generated in the reporting period by our external agents with whom we have a revenue sharing arrangement. These
      amounts exclude items that are unrelated to Submissions generated in the reporting period such as the impact to revenue share resulting from revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior
      periods by our external agents. Marketing and advertising expense consists primarily of expenses associated with acquiring consumers through the Company’s direct, online advertising and
      marketing partner channels as well as through online, television, and direct mail advertisements. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Such
      costs are direct and variable with Submissions. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as share-based compensation expense. Consumer care and enrollment expenses primarily consist of
      compensation and benefits costs for enrollment personnel who assist consumers during the health plan enrollment and application processes, and such expenses are generally variable with Submissions. These amounts exclude items that are unrelated to
      Submissions generated in the reporting period such as share-based compensation expense and Non-Encompass BPO Services.

          •

            Describe the type of costs included in each of revenue share, marketing and advertising expense and customer care and enrollment and why such costs are considered direct and variable costs of
              submissions.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, describe the type of costs included in the calculation of
      Direct Operating Cost per Submission. Refer to the response in the first bullet point of this comment.

                222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

          •

            Clarify that this metric excludes indirect/fixed costs.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, clarify that this metric excludes indirect and fixed costs.
      Refer to the response in the first bullet point of this comment.

          •

             Regarding costs related to lookback adjustments, clarify that the adjustment relates solely to revenue share.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, clarify that Lookback Adjustments relate to solely revenue
      share. Refer to the response in the first bullet point of this comment.

          3.

            We note your revised disclosure and response to prior comment 4. It appears that your Adjusted Direct Operating Margin per Submission measure represents a measurement of performance or profit.
              Please revise to remove this measure from your future filings.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, remove the measure of Adjusted Direct Operating Margin per
      Submission.

              222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

September 16, 2024
Katherine O'Halloran
Interim Chief Financial Officer
GoHealth, Inc.
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
Re:GoHealth, Inc.
Form 10-K for the Year Ended December 31, 2023
Form 10-Q for Quarterly Period Ended June 30, 2024
Response Dated July 19, 2024
File No. 001-39390
Dear Katherine O'Halloran:
            We have reviewed your July 19, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 13, 2024 letter.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Performance and Operating Metrics, page 29
We note your revised disclosure and response to prior comment 2 regarding the Sales per
Submission metric. Please refer to and consider the guidance in SEC Release No. 33-
10751 and revise your disclosures to address the following:
•Clarify the intent of the measure and specifically address that it is not reflective of the
company's revenue for the reporting period.
•Clarify how the non-agency revenues differ from agency revenues and specifically
explain that the company does not receive commissions or fees on subsequent
renewals for the non-agency policies. Additionally, explain how the relative
proportion of agency and non-agency revenues could impact this metric.
To the extent fluctuations in the relative proportion of agency and non-agency •1.

September 16, 2024
Page 2
revenues have a significant impact on the metric, discuss this in your fluctuation
analysis of results.
•Explain the relationship between partner marketing revenue and submissions. Also,
revise your revenue recognition policy to clarify your reference to "over time"
recognition for this revenue stream.
2.Regarding the Direct Operating Costs per Submission metric and response to prior
comment 3, please refer to and consider the guidance in SEC Release No. 33-10751 and
revise to address the following:
•Remove the reconciliation that starts with total consolidated operating expense and
revise to disclose the composition of this metric by describing the three expense
categories and related adjustments that comprise it.
•Describe the type of costs included in each of revenue share, marketing and
advertising expense and customer care and enrollment and why such costs are
considered direct and variable costs of submissions.
•Clarify that this metric excludes indirect/fixed costs.
•Regarding costs related to lookback adjustments, clarify that the adjustment relates
solely to revenue share.
3.We note your revised disclosure and response to prior comment 4. It appears that your
Adjusted Direct Operating Margin per Submission measure represents a measurement of
performance or profit. Please revise to remove this measure from your future filings.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brad Burd

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      July 19, 2024

      VIA EDGAR SUBMISSION

      Division of Corporate Finance

      U.S. Securities and Exchange Commission

      Washington, D.C. 20549

      Attn: Joyce Sweeney and Kathleen Collins

      Re: GoHealth, Inc.

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

      Form 8-K furnished May 9, 2024

      File No. 001-39390

      Dear Ms. Sweeney and Ms. Collins:

      On behalf of GoHealth, Inc. (the “Company”, “we”, “management”), I am hereby submitting responses to the comments of the staff (the “Staff”) of the U.S. Securities and
        Exchange Commission (the “SEC”) set forth in your letter dated June 13, 2024 with respect to the above- referenced Annual Report on Form 10-K (the “10-K”) and 8-K, as well as the Form 8-K/A furnished March 14, 2024. For your convenience, the text
        of each of the Staff’s comments is set forth in bold font below and is followed by the Company’s response to the comment. Terms not otherwise defined in this letter have the meanings set forth in the 10-K.

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

      Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 46

            1.

              You present a measure of Adjusted EBITDA margin both here and in your Form 8-K earning releases without presenting the most directly comparable GAAP measure of net income (loss) margin with
                equal or greater prominence. Please revise. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (Non-GAAP C&DIs).

      Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will, in future filings, present Net Income (Loss) Margin, with
        equal or greater prominence, whenever Adjusted EBITDA margin is presented, consistent with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

      Key Business Performance and Operating Metrics, page 49

            2.

              We note that your measure of Sales per Submission includes adjustments for lookback adjustments, which appears to create a measure based on non-GAAP revenue. Please explain how you calculate
                the adjustments, including the difference between the two lookback adjustments for 2021, and tell us the amount of such adjustments used in your calculations for each period presented. In your response provide us with a hypothetical example
                of a transaction to demonstrate the impact of the revenue and subsequent lookback adjustment on the Sales per Submission. Explain the basis for the lookback

          222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

      adjustments used in determining Sales per Submission and specifically address how you considered whether such adjustments substitute
        individually tailored measurement methods for those of GAAP revenue. Refer to Question 100.04 of the Non-GAAP C&DIs.

      Response: The Company respectfully advises the Staff that, upon further consideration, the Company believes that Sales per Submission is not a non-GAAP financial measure,
        as it does not represent a measure of the Company’s total historical or future financial performance, financial position, or cash flow. Instead, management uses this metric to measure the performance of the Submissions generated in a reporting
        period, and accordingly the Company believes that Sales per Submission should be viewed as an operating or statistical measure excluded from non-GAAP financial measures under Item 10(e)(4) of Regulation S-K. In addition, this metric does not
        replace or adjust any GAAP metric, nor is there any directly comparable GAAP metric. As stated above, it is intended to present average performance on a per-Submission basis over time and not the financial performance of the Company for a reporting
        period. The Company has historically elected to present a detailed calculation of this metric starting with Medicare Revenue per Submission, for the purpose of increasing transparency with investors and providing investors with the information
        regarding how the Company calculates this metric and undertakes to continue to provide such information in the future. Further, the Company will revise the “Non-GAAP Financial Measures” section under “Item 7. Management’s Discussion and Analysis of
        Financial Conditions and Results of Operations,” as well as any other section in which this information may be presented, to remove references to this metric as a non-GAAP financial measure.

      Submissions, the denominator used to calculate this metric, as defined in our filings, is either (i) a completed application with our licensed agent that is submitted to
        the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) a transfer by our agent to the health plan partner through the Encompass
        operating model during the indicated period. The numerator used to calculate this metric represents the sum of revenues estimated to be collected over the life of only those Submissions as defined above (i.e., during the relevant period). As the
        intent of this metric is to measure the performance of Submissions generated in a reporting period, the Company adjusts for Lookback Adjustments to align revenues with the Submissions being analyzed. Lookback Adjustments represent out-of-period
        adjustments required under ASC 606 that do not relate to the Submissions of the reporting period in which the adjustment was recorded. If the revenues are not adjusted for the Lookback Adjustments the numerator and denominator would not represent
        the same population of Submissions. The Company believes that the metric provides useful information when evaluating the Company’s Submission performance over time and within the Company for managing the business.

      For additional background, and as stated in Company’s SEC filings, the Company records commissions revenue based on the expected total estimated lifetime value of commissions
        (“LTV”) estimated to be received from health plans, net of an estimated constraint. The LTV is inclusive of initial commissions and any renewal commissions to be received on such placements as long as the policyholder remains with the same
        insurance product. In accordance with ASC 606-10-32-14, on a quarterly basis the Company monitors and updates this estimate, at a vintage level, for outstanding vintages by reviewing and monitoring changes in the data used to estimate the LTV, and
        the cash received for each vintage as

          222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

      compared to the original estimates. Consistent with ASC 606-10-32-8 and 32-9, the Company analyzes these differences and, to the extent it believes differences in the
        estimates of the cash received are indicative of an increase or decrease to prior period LTVs and the related revenues previously recognized, the Company adjusts revenues for the affected vintages at the time such determination is made and when it
        is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Such an adjustment is referred to as a “Lookback Adjustment.”

      To further address the Staff’s comment, “Lookback Adjustments reported during the indicated period per Submission” refers to the Lookback Adjustment recorded in the indicated
        period but related to prior period Submissions on a per Submission basis. “Lookback Adjustments attributed to 2021 per Submission” refers to the Lookback Adjustment recorded subsequent to 2021, but related to 2021 Submissions, on a per submission
        basis. There were no Lookback Adjustments recorded related to 2022 or 2023 Submissions.

      The amount of Lookback Adjustments used in the Company’s calculations for each period presented are as follows:

              ($s in thousands)

              Twelve months

              ended

              Dec. 31,2023

              Twelve months

              ended

              Dec. 31,2022

              Twelve months

              ended

              Dec. 31,2021

              Lookback Adjustments reported during the indicated periods

              -

              $252,301(a)

              $165,296(b)

              Lookback Adjustments attributed to 2021

              -

              -

              ($208,848)

      (a) Of the amount presented, $208,848 relates to Submissions sold in 2021 and the remaining $43,453 relates to Submissions sold in 2020 and prior periods

      (b)The $165,296 relates to Submissions sold in 2020 and prior periods

      Hypothetically, if during the twelve months ended December 31, 2023, the Company recorded a Lookback Adjustment of $50 million related to calendar year 2022 sales, the above
        table would be revised as follows:

              ($s in thousands)

              Twelve months

              ended

              Dec. 31,2023

              Twelve months

              ended

                Dec. 31,2022

              Twelve months

              ended

              Dec. 31,2021

              Lookback Adjustments reported during the indicated periods

              $50,000

              $252,301

              $165,296

              Lookback Adjustments attributed to 2021 and 2022

              -

              ($50,000)

              ($208,848)

      Assuming total submissions in this hypothetical example of 826,159 and 862,656 for 2023 and 2022, respectively, the Sales per Submission related to Lookback adjustments would
        be presented as follows:

          222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

              Twelve months

              ended

              Dec. 31,2023

              Twelve months

              ended

              Dec. 31,2022

              Twelve months

              ended

              Dec. 31,2021

              Lookback adjustments reported during the indicatedperiods per Submission

              $61

              $292

              $151

              Lookback Adjustments attributed to 2021 and 2022 perSubmission

              ($58)

              ($190)

            3.

              Please address the following as it relates to your measure of Cost per Submission:

            •

              Clarify whether this measure is intended to represent cost of revenues on a per submission basis or something else. In this regard, we note you present a measure of adjusted gross margin per
                submission.

      Response: The Company respectfully advises the Staff that, upon further consideration, the Company believes that Cost per Submission is not a non-GAAP financial measure, as
        it does not represent a measure of the Company’s total historical or future financial performance, financial position, or cash flow. Instead, management uses this metric to measure the cost of the Submissions generated in a reporting period, and
        accordingly the Company believes that Cost per Submission should be viewed as an operating or statistical measure excluded from non-GAAP financial measures under Item 10(e)(4) of Regulation S-K. This metric does not replace or adjust any GAAP
        metric, nor is there any comparable GAAP metric. It is intended to present average cost on a per Submission basis over time and not the performance of the Company for a reporting period. The Company has historically elected to present a detailed
        calculation of this metric starting with Operating Expense per Submission, for the purpose of increasing transparency with investors and providing investors with the necessary information regarding how the Company calculates this metric and,
        undertakes to continue to provide such information in the future. The Company will rename this metric in future filings as “Direct Cost per Submission”. Further, the Company will revise the “Non-GAAP Financial Measures” section under “Item 7.
        Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” as well as any other section in which this information may be presented, to remove references to this metric as a non-GAAP financial measure.

      The definition of Submissions, which is the denominator used to calculate this metric, is set forth in our response to Comment 2, above. The numerator used to calculate
        this metric represents the sum of operating expenses that are directly related to the generation of Submissions in a given reporting period. Such expenses include revenue share, marketing and advertising, and customer care and enrollment costs,
        excluding stock-based compensation costs. Revenue share represents payments related to health plans sold to consumers who were enrolled by partners with whom the Company has commission revenue sharing arrangements. Marketing and advertising expense
        consists primarily of expenses associated with acquiring consumers through the Company’s direct, online advertising and marketing partner channels as well as through online, television, and direct mail advertisements. Customer care and

          222 W Merchandise Mart Plaza Ste 1740 | Chicago, IL 60654 | 1.888.250.3409 | www.gohealth.com

      enrollment expenses primarily consist of compensation and benefits costs for enrollment personnel who assist consumers during the health plan enrollment and application
        processes.

      Indirect operating costs, as further explained below, are not directly attributable to the acquisition of consumers and are primarily fixed costs that do not directly generate
        Submissions. To effectively measure the performance of the Submissions over time, it is important to align Submissions with the costs directly incurred to generate those Submissions.

      In regard to your reference to the presented measure of adjusted gross margin per submission, please refer to comment #4 below.

            •

              Describe the technology and general and administrative costs included in the indirect operating expense adjustment. To the extent these include normal cash operating expenses, tell us how
                you considered the guidance in Question 100.01 of the NonGAAP C&DIs.

      Response: As discussed in our response to the first bullet of Comment 3, above, Cost per Submission represents an operating or statistical measure and not a non-GAAP
        financial measure. Cost per Submission includes direct costs, as described above, and excludes technology and administrative costs as, the latter are primarily fixed costs and a) do not directly generate Submissions and b) do not tend to fluctuate
        with the number of submissions in a period. Technology expense consists of compensation and benefits costs for personnel associated with developing and enhancing the Company’s technology platform, data analytics and business intelligence, as well
        as maintaining the Company’s online presence and integrations with health plan partners and federal marketplaces. General and administrative expenses include compensation and benefits costs for employees working in the Company’s executive, finance,
        legal, human resources, and facilities departments. These expenses also include depreciation and amortization.

            •

              Explain how you determine the costs related to lookback adjustments considering the lookback adjustments appear to be subsequent re

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gohealthseccommentletter

  222 W Merchandise Mart Plaza Ste 1740   |   Chicago, IL 60654   |   1.888.250.3409   |   www.gohealth.com  July 19, 2024  VIA EDGAR SUBMISSION    Division of Corporate Finance  U.S. Securities and Exchange Commission  Washington, D.C. 20549    Attn: Joyce Sweeney and Kathleen Collins    Re: GoHealth, Inc.   Form 10-K for the Year Ended December 31, 2023   Form 8-K furnished May 9, 2024   File No. 001-39390    Dear Ms. Sweeney and Ms. Collins:    On behalf of GoHealth, Inc. (the “Company”, “we”, “management”), I am hereby submitting  responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange  Commission (the “SEC”) set forth in your letter dated June 13, 2024 with respect to the above- referenced Annual Report on Form 10-K (the “10-K”) and 8-K, as well as the Form 8-K/A  furnished March 14, 2024. For your convenience, the text of each of the Staff’s comments is set  forth in bold font below and is followed by the Company’s response to the comment. Terms not  otherwise defined in this letter have the meanings set forth in the 10-K.    Form 10-K for the Year Ended December 31, 2023  Management's Discussion and Analysis of Financial Condition and Results of Operations  Results of Operations, page 46   1. You present a measure of Adjusted EBITDA margin both here and in your Form 8-K  earning releases without presenting the most directly comparable GAAP measure of net  income (loss) margin with equal or greater prominence. Please revise. Refer to Item  10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial  Measures Compliance and Disclosure Interpretations (Non-GAAP C&DIs).    Response: The Company respectfully acknowledges the Staff’s comment and advises the  Staff that the Company will, in future filings, present Net Income (Loss) Margin, with equal  or greater prominence, whenever Adjusted EBITDA margin is presented, consistent with Item  10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures  Compliance and Disclosure Interpretations.  Key Business Performance and Operating Metrics, page 49   2. We note that your measure of Sales per Submission includes adjustments for lookback  adjustments, which appears to create a measure based on non-GAAP revenue. Please  explain how you calculate the adjustments, including the difference between the two  lookback adjustments for 2021, and tell us the amount of such adjustments used in your  calculations for each period presented. In your response provide us with a hypothetical  example of a transaction to demonstrate the impact of the revenue and subsequent  lookback adjustment on the Sales per Submission. Explain the basis for the lookback

  222 W Merchandise Mart Plaza Ste 1740   |   Chicago, IL 60654   |   1.888.250.3409   |   www.gohealth.com  adjustments used in determining Sales per Submission and specifically address how you  considered whether such adjustments substitute individually tailored measurement  methods for those of GAAP revenue. Refer to Question 100.04 of the Non-GAAP C&DIs.    Response: The Company respectfully advises the Staff that, upon further consideration, the  Company believes that Sales per Submission is not a non-GAAP financial measure, as it does  not represent a measure of the Company’s total historical or future financial performance,  financial position, or cash flow. Instead, management uses this metric to measure the  performance of the Submissions generated in a reporting period, and accordingly the  Company believes that Sales per Submission should be viewed as an operating or statistical  measure excluded from non-GAAP financial measures under Item 10(e)(4) of Regulation S- K. In addition, this metric does not replace or adjust any GAAP metric, nor is there any  directly comparable GAAP metric. As stated above, it is intended to present average  performance on a per-Submission basis over time and not the financial performance of the  Company for a reporting period. The Company has historically elected to present a detailed  calculation of this metric starting with Medicare Revenue per Submission, for the purpose of  increasing transparency with investors and providing investors with the information regarding  how the Company calculates this metric and undertakes to continue to provide such  information in the future. Further, the Company will revise the “Non-GAAP Financial  Measures” section under “Item 7. Management’s Discussion and Analysis of Financial  Conditions and Results of Operations,” as well as any other section in which this information  may be presented, to remove references to this metric as a non-GAAP financial measure.  Submissions, the denominator used to calculate this metric, as defined in our filings, is either  (i) a completed application with our licensed agent that is submitted to the health plan partner  and subsequently approved by the health plan partner during the indicated period, excluding  applications through our Non-Encompass BPO Services or (ii) a transfer by our agent to the  health plan partner through the Encompass operating model during the indicated period. The  numerator used to calculate this metric represents the sum of revenues estimated to be  collected over the life of only those Submissions as defined above (i.e., during the relevant  period). As the intent of this metric is to measure the performance of Submissions generated  in a reporting period, the Company adjusts for Lookback Adjustments to align revenues with  the Submissions being analyzed. Lookback Adjustments represent out-of-period adjustments  required under ASC 606 that do not relate to the Submissions of the reporting period in which  the adjustment was recorded.  If the revenues are not adjusted for the Lookback Adjustments  the numerator and denominator would not represent the same population of Submissions. The  Company believes that the metric provides useful information when evaluating the  Company’s Submission performance over time and within the Company for managing the  business.  For additional background, and as stated in Company’s SEC filings, the Company records  commissions revenue based on the expected total estimated lifetime value of commissions  (“LTV”) estimated to be received from health plans, net of an estimated constraint. The LTV  is inclusive of initial commissions and any renewal commissions to be received on such  placements as long as the policyholder remains with the same insurance product. In  accordance with ASC 606-10-32-14, on a quarterly basis the Company monitors and updates  this estimate, at a vintage level, for outstanding vintages by reviewing and monitoring  changes in the data used to estimate the LTV, and the cash received for each vintage as

  222 W Merchandise Mart Plaza Ste 1740   |   Chicago, IL 60654   |   1.888.250.3409   |   www.gohealth.com  compared to the original estimates. Consistent with ASC 606-10-32-8 and 32-9, the Company  analyzes these differences and, to the extent it believes differences in the estimates of the cash  received are indicative of an increase or decrease to prior period LTVs and the related  revenues previously recognized, the Company adjusts revenues for the affected vintages at  the time such determination is made and when it is probable that a significant reversal in the  amount of cumulative revenue recognized will not occur. Such an adjustment is referred to as  a “Lookback Adjustment.”    To further address the Staff’s comment, “Lookback Adjustments reported during the indicated  period per Submission” refers to the Lookback Adjustment recorded in the indicated period  but related to prior period Submissions on a per Submission basis. “Lookback Adjustments  attributed to 2021 per Submission” refers to the Lookback Adjustment recorded subsequent to  2021, but related to 2021 Submissions, on a per submission basis. There were no Lookback  Adjustments recorded related to 2022 or 2023 Submissions.   The amount of Lookback Adjustments used in the Company’s calculations for each period  presented are as follows:            ($s in thousands)    Twelve  months  ended  Dec. 31,  2023    Twelve  months  ended  Dec. 31,  2022    Twelve  months  ended  Dec. 31,  2021  Lookback Adjustments reported during the  indicated periods   -   $252,301(a)  $165,296(b)  Lookback Adjustments attributed to 2021  -   -   ($208,848)    (a) Of the amount presented, $208,848 relates to Submissions sold in 2021 and the remaining $43,453 relates to Submissions sold  in 2020 and prior periods   (b)The $165,296 relates to Submissions sold in 2020 and prior periods     Hypothetically, if during the twelve months ended December 31, 2023, the Company  recorded a Lookback Adjustment of $50 million related to calendar year 2022 sales, the  above table would be revised as follows:            ($s in thousands)    Twelve  months  ended  Dec. 31,  2023    Twelve  months  ended  Dec. 31,  2022    Twelve  months  ended  Dec. 31,  2021  Lookback Adjustments reported during the indicated  periods   $50,000  $252,301  $165,296  Lookback Adjustments attributed to 2021 and 2022  -    ($50,000)  ($208,848)    Assuming total submissions in this hypothetical example of 826,159 and 862,656 for 2023  and 2022, respectively, the Sales per Submission related to Lookback adjustments would be  presented as follows:

  222 W Merchandise Mart Plaza Ste 1740   |   Chicago, IL 60654   |   1.888.250.3409   |   www.gohealth.com       Twelve  months  ended  Dec. 31,  2023    Twelve  months  ended  Dec. 31,  2022    Twelve  months  ended  Dec. 31,  2021  Lookback adjustments reported during the indicated  periods per Submission    $61    $292    $151  Lookback Adjustments attributed to 2021 and 2022 per  Submission       ($58)    ($190)    3. Please address the following as it relates to your measure of Cost per Submission:     • Clarify whether this measure is intended to represent cost of revenues on a per submission  basis or something else. In this regard, we note you present a measure of adjusted gross  margin per submission.    Response: The Company respectfully advises the Staff that, upon further consideration, the  Company believes that Cost per Submission is not a non-GAAP financial measure, as it does  not represent a measure of the Company’s total historical or future financial performance,  financial position, or cash flow. Instead, management uses this metric to measure the cost of  the Submissions generated in a reporting period, and accordingly the Company believes that  Cost per Submission should be viewed as an operating or statistical measure excluded from  non-GAAP financial measures under Item 10(e)(4) of Regulation S-K. This metric does not  replace or adjust any GAAP metric, nor is there any comparable GAAP metric. It is intended  to present average cost on a per Submission basis over time and not the performance of the  Company for a reporting period. The Company has historically elected to present a detailed  calculation of this metric starting with Operating Expense per Submission, for the purpose of  increasing transparency with investors and providing investors with the necessary  information regarding how the Company calculates this metric and, undertakes to continue to  provide such information in the future. The Company will rename this metric in future filings  as “Direct Cost per Submission”. Further, the Company will revise the “Non-GAAP Financial  Measures” section under “Item 7. Management’s Discussion and Analysis of Financial  Conditions and Results of Operations,” as well as any other section in which this information  may be presented, to remove references to this metric as a non-GAAP financial measure.  The definition of Submissions, which is the denominator used to calculate this metric, is set  forth in our response to Comment 2, above. The numerator used to calculate this metric  represents the sum of operating expenses that are directly related to the generation of  Submissions in a given reporting period. Such expenses include revenue share, marketing and  advertising, and customer care and enrollment costs, excluding stock-based compensation  costs. Revenue share represents payments related to health plans sold to consumers who were  enrolled by partners with whom the Company has commission revenue sharing arrangements.  Marketing and advertising expense consists primarily of expenses associated with acquiring  consumers through the Company’s direct, online advertising and marketing partner channels  as well as through online, television, and direct mail advertisements. Customer care and

  222 W Merchandise Mart Plaza Ste 1740   |   Chicago, IL 60654   |   1.888.250.3409   |   www.gohealth.com  enrollment expenses primarily consist of compensation and benefits costs for enrollment  personnel who assist consumers during the health plan enrollment and application processes.   Indirect operating costs, as further explained below, are not directly attributable to the  acquisition of consumers and are primarily fixed costs that do not directly generate  Submissions. To effectively measure the performance of the Submissions over time, it is  important to align Submissions with the costs directly incurred to generate those  Submissions.   In regard to your reference to the presented measure of adjusted gross margin per submission,  please refer to comment #4 below.  • Describe the technology and general and administrative costs included in the indirect  operating expense adjustment. To the extent these include normal cash operating expenses,  tell us how you considered the guidance in Question 100.01 of the NonGAAP C&DIs.      Response: As discussed in our response to the first bullet of Comment 3, above, Cost per  Submission represents an operating or statistical measure and not a non-GAAP financial  measure. Cost per Submission includes direct costs, as described above, and excludes  technology and administrative costs as, the latter are primarily fixed costs and a) do not  directly generate Submissions and b) do not tend to fluctuate with the number of submissions  in a period. Technology expense consists of compensation and benefits costs for personnel  associated with developing and enhancing the Company’s technology platform, data analytics  and business intelligence, as well as maintaining the Company’s online presence and  integrations with health plan partners and federal marketplaces. General and administrative  expenses include compensation and benefits costs for employees working in the Company’s  executive, finance, legal, human resources, and facilities departments. These expenses also  include depreciation and amortization.   • Explain how you determine the costs related to lookback adjustments considering the  lookback adjustments appear to be subsequent revenue adjustments based on changes in  estimates.     Response: The Lookback Adjustments to revenue used in calculating Cost per Submission  have a corresponding adjustment to “revenue share” within operating expenses to the extent  the revenues adjusted related to contracts with revenue sharing components. A contract has a  revenue sharing component if the consumer was enrolled by an external agency with whom  the Company partners. If a consumer was enrolled by an external agency, the Company  would receive all related commissions from the health plan partner and subsequently owe the  external agency an agreed-upon share of such commissions (such share of commissions  called “revenue share”).  When our estimate of commissions revenue results in a lookback  adjustment, it also results in an adjustment to the estimated amount of revenue share we will  pay the external agents.    • Explain the basis for the adjustments for the costs related to lookback adjustments and  Non-Encompass BPO Services and specifically address how you considered whether suc

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gohealthcorrespextension

  SIDLEY AUSTIN LLP  1501 K STREET, N.W.  WASHINGTON, D.C. 20005  +1 202 736 8000  +1 202 736 8711 FAX      AMERICA  •  ASIA PACIFIC  •  EUROPE              +1 202 736 8715  SVONALTHANN@SIDLEY.COM    Sidley Austin (DC) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.      June 26, 2024    VIA EDGAR  U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Technology  100 F Street, N.E.  Washington, D.C. 20549    Attn: Kathleen Collins   Joyce Sweeney    Re: GoHealth, Inc.   Form 10-K for the Year Ended December 31, 2023   Form 8-K furnished May 9, 2024   File No. 001-39390    Ladies and Gentlemen:     On behalf of our client, GoHealth, Inc. (the “Company”), we acknowledge receipt of the  comments contained in the letter of the staff (the “Staff”) of the Securities and Exchange  Commission, dated June 13, 2024, with respect to the above-referenced Annual Report on Form  10-K and Form 8-K (the “Comment Letter”).     The Comment Letter requests that the Company respond within ten business days or  advise the Staff when the Company will respond. As communicated to the Staff orally, the  Company hereby requests an extension to respond by July 19, 2024. This additional time will  enable the necessary internal review and coordination with external advisors related to the  Company’s response to the Comment Letter.

        Page 2        Thank you for your consideration in reviewing the above request. Please contact Sara von  Althann of Sidley Austin LLP at (202) 736-8715 or Katie LaVoy of Sidley Austin LLP at (312)  853-7808 with any questions or further comments regarding the responses to the Staff’s  comments.    Sincerely,    /s/ Sara von Althann  Sara von Althann    cc: Brad Burd   Katie O’Halloran    GoHealth, Inc.

United States securities and exchange commission logo
June 13, 2024
Katherine O'Halloran
Interim Chief Financial Officer
GoHealth, Inc.
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
Re:GoHealth, Inc.
Form 10-K for the Year Ended December 31, 2023
Form 8-K furnished May 9, 2024
File No. 001-39390
Dear Katherine O'Halloran:
            We have limited our review of your filings 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 Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 46
1.You present a measure of Adjusted EBITDA margin both here and in your Form 8-K
earning releases without presenting the most directly comparable GAAP measure of net
income (loss) margin with equal or greater prominence. Please revise. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations (Non-GAAP C&DIs).
Key Business Performance and Operating Metrics, page 49
2.We note that your measure of Sales per Submission includes adjustments for lookback
adjustments, which appears to create a measure based on non-GAAP revenue. Please
explain how you calculate the adjustments, including the difference between the two
lookback adjustments for 2021, and tell us the amount of such adjustments used in your
calculations for each period presented. In your response provide us with a hypothetical

 FirstName LastNameKatherine O'Halloran
 Comapany NameGoHealth, Inc.
 June 13, 2024 Page 2
 FirstName LastName
Katherine O'Halloran
GoHealth, Inc.
June 13, 2024
Page 2
example of a transaction to demonstrate the impact of the revenue and subsequent
lookback adjustment on the Sales per Submission. Explain the basis for the lookback
adjustments used in determining Sales per Submission and specifically address how you
considered whether such adjustments substitute individually tailored measurement
methods for those of GAAP revenue. Refer to Question 100.04 of the Non-GAAP C&DIs.
3.Please address the following as it relates to your measure of Cost per Submission:
•Clarify whether this measure is intended to represent cost of revenues on a per
submission basis or something else. In this regard, we note you present a measure
of adjusted gross margin per submission.
•Describe the technology and general and administrative costs included in the indirect
operating expense adjustment. To the extent these include normal cash operating
expenses, tell us how you considered the guidance in Question 100.01 of the Non-
GAAP C&DIs.
•Explain how you determine the costs related to lookback adjustments considering the
lookback adjustments appear to be subsequent revenue adjustments based on changes
in estimates.
•Explain the basis for the adjustments for the the costs related to lookback adjustments
and Non-Encompass BPO Services and specifically address how you considered
whether such adjustments substitute individually tailored measurement methods for
those of GAAP. Refer to Question 100.04 of the Non-GAAP C&DIs.
4.Your measures Gross Margin per Submission and Adjusted Gross Margin per Submission
imply that these measures represent revenue less the related cost of revenue. Please
explain how Medicare revenues less total operating expenses on a per submission basis
represents a gross margin per submission. In addition, explain what the Adjusted Gross
Margin per Submission is intended to represent.
Form 8-K furnished May 9, 2024
Exhibit 99.1 Press release, dated March 14, 2024
Use of Non-GAAP Financial Measures and Key Performance Indicators, page 3
5.Please address the following as it relates to your measure of Cash Adjusted EBITDA:
•Tell us what this measure is intended to convey and specifically address the
adjustments for change in commissions receivable and commissions payable.
•Describe the reasons why you believe presenting this non-GAAP financial measure
provides useful information to investors.
•Clarify whether this is a liquidity or performance measure and explain how you made
such determination.
•Provide us with a reconciliation from the most directly comparable GAAP measure
of operating cash flows if this is intended to be a liquidity measure or net income
(loss) if a performance measure.

 FirstName LastNameKatherine O'Halloran
 Comapany NameGoHealth, Inc.
 June 13, 2024 Page 3
 FirstName LastName
Katherine O'Halloran
GoHealth, Inc.
June 13, 2024
Page 3
6.We note you present net revenue and Adjusted EBITDA excluding Non-Encompass BPO
Services here as well as net revenue and Adjusted EBITDA excluding lookback
adjustments in the March 14, 2024 Form 8-K/A. As the discontinuation of Non-
Encompass BPO services does not appear to have qualified to be presented as
discontinued operations pursuant to ASC 205-20, please tell us how you considered
whether excluding revenue and costs related to such operations represents a tailored
accounting measure. In addition, tell us why you believe non-GAAP measures that
exclude the impact of lookback adjustments do not substitute individually tailored
revenue/cost recognition and measurement methods for those of GAAP. Refer to Question
100.04 of the Non-GAAP C&DIs.
            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 Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brad Burd

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 GoHealth, Inc.

214 West Huron St.

Chicago, Illinois 60654

 July 10,
2020

 VIA EDGAR TRANSMISSION

 United States
Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:

J. Nolan McWilliams

Dietrich King

Re:

GoHealth, Inc.

Registration Statement on Form S-1 (Registration No. 333-239287)

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-239287) (the “Registration Statement”) of GoHealth, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on
July 14, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ian D. Schuman at (212) 906-1894. We hereby authorize Ian D. Schuman of Latham & Watkins LLP to orally modify or withdraw this request for acceleration.

If you have any questions regarding the foregoing, please contact Ian D. Schuman of Latham & Watkins LLP at the number set forth above.

Thank you for your assistance in this matter.

Very truly yours,

GoHealth, Inc.

By:

/s/ Clinton P. Jones

Name: Clinton P. Jones

Title: Chief Executive Officer

cc:
 James A. Sharman, President, GoHealth, Inc.

Travis J. Matthiesen, Chief Financial Officer, GoHealth, Inc.

Brian Farley, Chief Legal Officer, GoHealth, Inc.

Ian D. Schuman, Esq., Latham & Watkins LLP

Stelios G. Saffos, Esq., Latham & Watkins LLP

Ryan K. deFord, Esq., Latham & Watkins LLP

Samir A. Gandhi, Esq., Sidley Austin LLP

David Ni, Esq., Sidley Austin LLP

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 July 10, 2020

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, DC
20549-7010

Attention:

J. Nolan McWilliams

Dietrich King

Re:

GoHealth, Inc.

Registration Statement on Form S-1 (Registration No. 333-239287)

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of GoHealth, Inc. that the effective date of the Registration Statement be accelerated to be declared effective at 4:00 PM Eastern Time on July 14, 2020 or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, please be advised that, as representatives of the underwriters, we have distributed
approximately 482 copies of the preliminary prospectus, dated July 8, 2020, through the date hereof.

 The undersigned, as
representatives of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that they have and will, comply with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

 [Signature Pages Follow]

Very truly yours,

By:

Goldman Sachs & Co. LLC

By:

/s/ Elizabeth Wood

Name:  Elizabeth Wood

Title:    Managing Director

By:

BofA Securities, Inc.

By:

/s/ Michael Liloia

Name:  Michael Liloia

Title:    Director

By:

Morgan Stanley & Co. LLC

By:

/s/ Michael Occi

Name:  Michael Occi

Title:    Managing Director

For themselves and as Representatives of the other Underwriters to be named in Schedule I to the Underwriting Agreement among GoHealth, Inc., GoHealth Holdings, LLC and the Underwriters named therein.

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53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

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June 26, 2020

Chicago

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Washington, D.C.

VIA EDGAR AND HAND DELIVERY

Milan

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 J. Nolan McWilliams

Dietrich King

Re:
 GoHealth, Inc.

Registration Statement on Form S-1

Filed June 19, 2020

CIK No. 0001808220

 Ladies and
Gentlemen:

 This letter relates to the Registration Statement on Form S-1 (the
“Registration Statement”) of GoHealth, Inc. (the “Company”). Unless otherwise indicated, capitalized terms used herein will have the meanings assigned to them in the Registration Statement. The Company
hereby advises the staff (the “Staff”) of the Securities and Exchange Commission that it intends to file a pre-effective amendment to the Registration Statement with a preliminary
prospectus that will include the following preliminary estimated financial results for the three months ended June 30, 2020:

“Our results for the three months ended June 30, 2020 are not yet available. Below we have presented preliminary estimated ranges of
certain of our financial results for the three months ended June 30, 2020, based solely on preliminary information currently available to management. We have not yet completed our closing procedures for the three months ended June 30,
2020. The preliminary estimated ranges of certain of our financial results set forth below have been prepared by, and are the responsibility of, management and are based on a number of assumptions. Our independent registered public accounting firm
has not audited, reviewed, compiled, or performed any procedures with respect to our results for the three months ended June 30, 2020 and 2019. Our actual results may differ materially from these estimates due to the completion of our financial
closing procedures, final adjustments and other developments that may arise between now and the time the financial results for our interim period are finalized. You should not place undue reliance on these preliminary estimates. In addition, the
preliminary estimated financial results set forth below are not necessarily indicative of results we may achieve in any future period. See “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” and “Cautionary Note Regarding Forward-Looking Statements” for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain of our financial results that
are presented below and the actual financial results we will report.

 June 26, 2020

Page 2

 The following are preliminary estimates for the three months ended June 30, 2020:

•

 Net revenues are expected to be between
$                million and $                million, an increase
of                % at the midpoint of the range, as compared to $                million
for the three months ended June 30, 2019. The estimated increase in net revenues compared to the corresponding period in 2019 is primarily due to                .

•

 Total segment profit is expected to be between
$                million and $                million, an increase
of                % at the midpoint of the range, as compared to total segment profit of
$                 million for the three months ended June 30, 2019. The estimated increase in total segment profit compared to the corresponding period in 2019 is
primarily due to                .

•

 Net loss is expected to be between
$                million and $                million, an increase
of                % at the midpoint of the range, as compared to net income of
$                million for the three months ended June 30, 2019. The estimated decrease in the net income compared to the corresponding period in 2019 is
primarily due to                .

•

 Commissionable Approved Submissions for the Medicare segments are expected to be
between                and                , an increase
of                % at the midpoint of the range, as compared to Commissionable Approved Submissions for the Medicare segments
of                for the three months ended June 30, 2019. The estimated increase in Commissionable Approved Submissions for the Medicare segments compared to the
corresponding period in 2019 is primarily due to                .

•

 Adjusted EBITDA is expected to be between
$                million and $                million, an increase
of                % at the midpoint of the range, as compared to $                million
for the three months ended June 30, 2019. The estimated increase in Adjusted EBITDA compared to the corresponding period in 2019 is primarily due
to                .

 See below for a
reconciliation of Adjusted EBITDA to the most directly comparable measure calculated in accordance with GAAP, net income (loss).

 June 26, 2020

Page 3

Three Months Ended June 30,

2019
Actual
(Predecessor
Period)

2020 Estimated
(Successor Period)

Low

High

(in millions)

 Net income (loss)

$

$

$

 Interest expense

 Income tax expense (benefit)

 Depreciation and amortization expense

 EBITDA

 Share-based compensation(a)

 Change in fair value of contingent consideration liability(b)

 Centerbridge Acquisition costs(c)

 Severance costs(d)

 Adjusted EBITDA

$

$

$

(a)
 Represents non-cash share-based compensation expense in connection with
profits interests and incentive share units.

(b)
 Represents the fair value of the earnout liability due to the predecessor owners of the Company arising from
the Centerbridge Acquisition.

(c)
 Represents legal, accounting, consulting, and other costs related to the Centerbridge Acquisition.

(d)
 Represents costs associated with the termination of employment.

We include Adjusted EBITDA in this prospectus for the reasons as described in “Summary Historical and Pro Forma Condensed Consolidated
Financial and Other Data.” Adjusted EBITDA has certain limitations in that it does not reflect all expense items that affect our results. These and other limitations are described in “Summary Historical and Pro Forma Condensed Consolidated
Financial and Other Data.” We encourage you to review our financial information in its entirety and not rely on a single financial measure.

We have provided a range for the preliminary results described above primarily because our financial closing procedures for the three months
ended June 30, 2020 are not yet complete. As a result, there is a possibility that our final results will vary materially from these preliminary estimates. We currently expect that our final results will be within the ranges described above. It
is possible, however, that our final results will not be within the ranges we currently estimate. We undertake no obligation to update or supplement the information provided above until we release our results of operation for the three months ended
June 30, 2020 and 2019. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to this financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of
assurance with respect thereto.”

 * * *

 June 26, 2020

Page 4

 We are respectfully requesting confidential treatment for this letter pursuant to Rule 83
promulgated by the Securities and Exchange Commission, 17 C.F.R. §200.83.

 Please do not hesitate to contact me by telephone at (212)
906-1894 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Ian D. Schuman

 Ian D. Schuman

 of LATHAM & WATKINS
LLP

 cc:     (via email)

Clinton P. Jones, Chief Executive Officer, GoHealth Holdings, LLC and GoHealth, Inc.

James A. Sharman, President, GoHealth Holdings, LLC and GoHealth, Inc.

Travis Matthiesen, Chief Financial Officer, GoHealth Holdings, LLC and GoHealth, Inc.

Bradley Burd, Esq., General Counsel, GoHealth Holdings, LLC

Stelios G. Saffos, Esq., Latham & Watkins LLP

Ryan K. deFord, Esq., Latham & Watkins LLP

Samir A. Gandhi, Esq., Sidley Austin LLP

David Ni, Esq., Sidley Austin LLP

United States securities and exchange commission logo
June 4, 2020
Clint Jones
Chief Executive Officer
GoHealth, Inc.
214 West Huron Street
Chicago, IL 60654
Re:GoHealth, Inc.
Draft Registration Statement on Form S-1
Submitted May 8, 2020
CIK No. 0001808220
Dear Mr. Jones:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted May 8, 2020
Cover Page
1.Refer to the third page of the gatefold graphics.  Please include a cross-reference to the
definition of and reconciliation for each of the non-GAAP measures presented here.
Please also add a footnote defining the LTV / CAC Medicare-Internal Segment operating
metric.
Prospectus Summary, page 1
2.Refer to the first paragraph.  Please substantiate that you have a track record of significant
growth in the Medicare segment.

 FirstName LastNameClint Jones
 Comapany NameGoHealth, Inc.
 June 4, 2020 Page 2
 FirstName LastName
Clint Jones
GoHealth, Inc.
June 4, 2020
Page 2
3.Refer to the first full paragraph on page 2.  Please briefly describe how you determined
the estimate of your total addressable market.
4.Refer to the second full paragraph on page 2   Please describe the significance of
interactions and leads and conversion rate and discuss how these measures are meaningful
to investors.
5.Refer to the first paragraph on page 6.  Please provide the basis of your belief that the
number of Submitted Policies makes you one of the largest health insurance marketplaces.
Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data
Other Operating Data, page 27
6.We note your inclusion of other operating data for the years ended December 31, 2019
and 2018 here and elsewhere in the filing.  However, the financial statement periods
present separate successor and predecessor periods for the year ended December 31,
2019.  Please revise here and elsewhere (e.g., pages 102 to 104) to disaggregate the other
operating data in 2019 between the successor and predecessor periods to correspond to the
financial statement periods.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
98
7.Please disclose and discuss actual renewal commissionable approved submissions and
estimated average policy life for your major categories of plan types for the periods
presented within the financial statements, or tell us why you are unable to do so.
8.Please disclose your average ranges of commission rates by plan type and specify the
difference in commission rate from a newly approved submission versus a renewal
commission (if any), or tell us why such information is not meaningful. Additionally, to
the extent it is material, discuss commission rate compression or expansion due to
competition or other market events.
9.We note you address Adjusted EBITDA which you have identified as a Non-GAAP
Measure within the overview and elsewhere within the filing. Please revise here and
elsewhere (e.g., the third page of the gatefold graphics, the fourth paragraph on page 1,
and the last paragraph on page 3) to also present the most directly comparable GAAP
measure with equal or greater prominence to the non-GAAP measure.
Factors Affecting Our Results of Operations, page 100
10.Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on revenue or results of
operations.  Refer to Item 303(a) of Regulation S-K and Section III.B.3. of Release No.
33-8350.

 FirstName LastNameClint Jones
 Comapany NameGoHealth, Inc.
 June 4, 2020 Page 3
 FirstName LastName
Clint Jones
GoHealth, Inc.
June 4, 2020
Page 3
Key Business and Operating Metrics by Segment, page 101
11.For each of the operating metrics you present, please discuss any material assumptions or
limitations associated with that metric.
Lifetime Value of Commissions per Consumer Acquisition Cost, page 102
12.We note that your calculation of lifetime value of commissions is based on estimates
for future renewal commissions.  Please tell us and quantify the specific inputs you used
to estimate the future renewals during each financial statement period.  In addition, tell us
how actual renewal rates experienced thus far compare to your estimates.
13.We note that your consumer acquisition cost ("CAC") is computed as the cost to convert a
prospect into a customer less other non-commission carrier revenue for such period.
Please tell us what were your CAC during each financial statement period and provide us
with an example calculation and discussion of your quantitative inputs into your CAC,
including how it compares to your financial statement expense line items (e.g. customer
care and enrollment).
Results of Operations
Commission Revenues, page 108
14.We note that your commission revenues increased as a result of 360% and 111% increases
in commissionable approved submissions for the Medicare - Internal and Medicare -
External segments, respectively.  However, it is not clear how these percentages reconcile
to the table showing a total 233.9% increase in total commissionable approved
submissions on page 103.  Please tell us how these amounts reconcile and revise the table
on page 103 to disaggregate the commissionable approved submissions between your
segments.
15.We note your revenue recognition policy on page F-15 states that the Company recognizes
commission revenue when a carrier has received and approved an insurance application in
an amount that represents the total estimated lifetime commissions.  Further, we note that
the total estimated lifetime commissions includes an initial component as well as
estimated renewal components.  Please tell us and revise your disclosures to quantify the
amount of revenue recognized relating to each of these components during each financial
statement period presented.
Segment Information
Revenues, page 113
16.We note that revenues for the Medicare - Internal segment increased to $317.5 million for
the pro forma fiscal year 2019 compared to $53.4 million for the year ended December 31,
2018, representing an increase of approximately 495%, compared to commissionable
approved submissions increasing by only 360%.  Similarly, we note that revenues for the
Medicare - External segment increased to $115.1 million for the pro forma fiscal year

 FirstName LastNameClint Jones
 Comapany NameGoHealth, Inc.
 June 4, 2020 Page 4
 FirstName LastName
Clint Jones
GoHealth, Inc.
June 4, 2020
Page 4
2019 compared to $58.8 million for the year ended December 31, 2018, representing an
increase of approximately 96%, compared to commissionable approved submissions
increasing by only 111%.  Please revise your discussion here and elsewhere to provide
additional clarity and context around the drivers impacting your revenue, including
pricing mix, policy variability, carrier mix or other factors, as applicable. Refer to Item
303 of Regulation S-K.
Description of Capital Stock
Forum Selection, page 169
17.You state that the federal district courts will be the exclusive forum for claims arising
under the Securities Act.  Please state here and in the carryover risk factor on pages 69-70
that shareholders will not be deemed to have waived the company’s compliance with the
federal securities laws.
18.You state that the exclusive forum provision will not apply to claims under the Exchange
Act.  Please confirm that this will be explicitly stated in your certificate of incorporation
or, alternatively, tell us how you plan in future filings to make investors aware that the
provision is not applicable to these claims.
            You may contact Lory Empie, Staff Accountant, at (202) 551-3714 or Robert Klein, Staff
Accountant, at (202) 551-3847 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Stelios G. Saffos, Esq.