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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
 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
FirstName LastNameMark McCaffrey
       where a material change in revenues is attributed to two or more
factors, including any
Comapany    NameGoDaddy
       offsetting factors, theInc.
                               contribution of each identified factor should be
described in
       quantified
November           terms.
            17, 2022  PageRefer
                            2     to Item 303 of Regulation S-K and SEC Release
No. 33-10751.
FirstName LastName
 Mark McCaffrey
FirstName LastNameMark McCaffrey
GoDaddy Inc.
Comapany 17,
November  NameGoDaddy
              2022        Inc.
November
Page 3    17, 2022 Page 3
FirstName LastName
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
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