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,
                                                            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

             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

       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
       Prospectus Summary, page 1

   2.                                                   Refer to the first
paragraph. Please substantiate that you have a track record of significant
                                                        growth in the Medicare
 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
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

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
         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
FirstName LastNameClint Jones
       expect will have, a material favorable or unfavorable impact on revenue
or results of
Comapany NameGoHealth, Item 303(a) of Regulation S-K and Section III.B.3. of
Release No.
       operations. Refer to Inc.
June 4,33-8350. 2
        2020 Page
FirstName LastName
 Clint Jones
FirstName Inc.
GoHealth, LastNameClint Jones
Comapany NameGoHealth, Inc.
June 4, 2020
Page 3
June 4, 2020 Page 3
FirstName LastName
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
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
         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
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
         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
 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
       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
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

FirstName LastNameClint Jones
                                                              Division of
Corporation Finance
Comapany NameGoHealth, Inc.
                                                              Office of Finance
June 4, 2020 Page 4
cc:       Stelios G. Saffos, Esq.
FirstName LastName