United States securities and exchange commission logo





                               November 9, 2020

       Zig Serafin
       Chief Executive Officer
       Qualtrics International Inc.
       333 West River Park Drive
       Provo, UT 84604

                                                        Re: Qualtrics
International Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
13, 2020
                                                            CIK No. 0001747748

       Dear Mr. Serafin:

              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 on Form S-1

       Prospectus Summary
       Our Relationship with SAP, page 1

   1.                                                   Please revise to
disclose in the summary that SAP will be able to direct the election of all
                                                        the members of your
board of directors for as long as SAP continues to control more than
                                                        50% of the combined
voting power of your common stock. Also disclose that as long as
                                                        SAP beneficially owns
20% or more of the outstanding shares of common stock, prior
                                                        affirmative vote or
written consent of SAP as the holder of Class B common stock is
                                                        required for certain
corporate actions. Clarify if the 20% threshold refers to all classes of
                                                        common stock owned by
SAP or just the Class B shares.
 Zig Serafin
FirstName  LastNameZig    Serafin
Qualtrics International Inc.
Comapany 9,
November    NameQualtrics
              2020           International Inc.
November
Page 2     9, 2020 Page 2
FirstName LastName
Risk Factors
Our amended and restated bylaws designate a state of federal court located
within the State of
Delaware..., page 53

2.       We note that your exclusive forum selection provision identifies the
federal district courts
         of the United States of America as the exclusive forum for claims
arising under the
         Securities Act. Please disclose that investors cannot waive compliance
with the federal
         securities laws and the rules and regulations thereunder. As you note,
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules
         and regulations thereunder.
Use of Proceeds, page 58

3.       You reference that a portion of the offering proceeds will be used to
repay a note dividend
         owed to SAP America that was issued    to realize the increased value
of its investment in
         [you] from the time of the SAP Acquisition.    Please explain how the
dividend was used
         to realize the increased value of the investment in the company.
Clarify whether the
         repayment of the note will be used to repay debt by SAP incurred to
originally purchase
         Qualtrics in January 2019.
Adjusted Free Cash Flow and Margin, page 68

4.       You disclose a non-GAAP measure of adjusted free cash flow that
excludes the
         settlements of liability-classified, stock-based awards and the cost
for advisory and legal
         fees. Please tell us what consideration was given to the guidance in
Item 10(e)(ii)(A) of
         Regulation S-K, which states that non-GAAP liquidity measures must not
exclude charges
         or liabilities that required, or will require, cash settlement absent
an ability to settle in
         another manner. Please explain or revise your disclosure accordingly.
In addition, please
         disclose all of the major categories of the statement of cash flows
when a non-GAAP
         liquidity measure is presented.
Management's Discussion and Analysis and Financial Condition and Results of
Operations
Overview, page 69

5.       Your reference that your largest customer represents approximately 2%
of your total
         revenue, but it appears that SAP has spent significant effort into
integrating your Qualtrics
         XM platform in its ERP platforms since the acquisition. To the extent
material, please
         quantify the percentage of revenue you derive through your integration
of SAP   s ERP and
         its platforms.
Business, page 88

6.       Please discuss how you market and sell your platform outside the SAP
ERP platforms,
         including the size and scope of your sales and marketing team that are
not related to SAP
 Zig Serafin
Qualtrics International Inc.
November 9, 2020
Page 3
         personnel. Similarly, please clarify how your R&D efforts interacts or
differs with the
         R&D personnel of SAP.
Certain Relationships and Related Party Transactions, page 137

7.       When your agreements governing your relationship with SAP are
finalized, please provide
         a description that includes all material terms of the respective
agreements. In particular,
         please clarify the duration of these agreements, financial terms, and
any termination
         provisions. Also, please advise us why you believe that the commercial
transactions with
         SAP discussed on pages F-38 and F-39 should not be disclosed or
cross-referenced in this
         section. See Item 404(a) of Regulation S-K.
Principal Stockholders, page 142

8.       You indicate that you do not believe that any stockholder will
beneficially own more than
         5% of their common stock after the offering. Please clarify whether
Mr. Ryan Smith   s
         equity grants that can be exchanged into Qualtrics securities may
result in a material
         amount of beneficial ownership of Qualtrics common stock.
Description of Capital Stock, page 143

9.       Please revise to provide a more detailed description of the material
voting rights of the
         Class A common stockholders. For example, disclose whether Class A
common
         stockholders are entitled to a separate class vote under Delaware law
and under what
         circumstances.
Exhibits

10.      Please file your material leases as exhibits to the registration
statement. See Item
         601(b)(10) of Regulation S-K.
General

11.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameZig Serafin
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany    NameQualtrics
       present               International
               to potential investors       Inc. on Section 5(d) of the
Securities Act, whether or
                                       in reliance
       not they
November        retain
           9, 2020     copies
                    Page 3 of the communication.
FirstName LastName
 Zig Serafin
FirstName  LastNameZig    Serafin
Qualtrics International Inc.
Comapany 9,
November    NameQualtrics
              2020           International Inc.
November
Page 4     9, 2020 Page 4
FirstName LastName
        You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202)
551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:      Lona Nallengara, Esq.