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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

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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.

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

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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:

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.

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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.

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. Read in the reply ↗

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).

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.

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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.

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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.

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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%.

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Please provide in your response the customer retention rates for each period in the respective threeand 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.

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%”.

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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.

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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.

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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.

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. Read in the reply ↗

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.

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. Read in the reply ↗

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.

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.

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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.”

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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.

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You define segment normalized earnings before interest, taxes, depreciation and amortization (NEBITDA) as net income excluding depreciation and amortization, equitybased 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.

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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).

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.

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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."

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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).

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 Read in the reply ↗

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.

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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.

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.

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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."

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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.

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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.

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.

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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.

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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.

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.

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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.

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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."

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:

"Total bookings is an operating metric representing the total value of customer contracts entered into during the period, excluding refunds.

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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."

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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.

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. Read in the reply ↗

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.

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. Read in the reply ↗

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 meaningful or accurate than the comparable GAAP measure. Please revise accordingly.

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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.

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.

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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."

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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.

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