GoDaddy (GDDY) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A164 rewritten144 added198 removed642 unchanged
All filing items1,049 rewritten735 added789 removed1,866 unchanged
Summary
counted, not written
- Item 1A lists 64 risk factor headings: 3 new, 7 reworded and 54 unchanged since FY2019. 9 headings from FY2019 no longer appear.
- Sentence by sentence, 735 added, 789 removed, 1,049 rewritten and 1,866 unchanged across 18 items that differ.
New Item 1A headings (3)
- We may enter into new lines of business that offer new products and services, which may subject us to additional risks.
- Our future performance depends in part on the services and performance of our senior management and key employees.
- The COVID-19 pandemic has had a material adverse impact on many of our customers and could harm our business and operating results.
Removed Item 1A headings (9)
- Our performance may be negatively impacted by our recent CEO transition, and we will continue to depend on the services and performance of our other senior management and key employees.
- Mobile devices are increasingly used to access the Internet, and our cloud-based and mobile support products may not operate or be as effective when accessed through these devices, which could harm our business.
- If the rate of growth of entrepreneurs, small businesses and ventures is significantly lower than our estimates or if demand for our products does not meet expectations, our ability to generate revenue and meet our financial targets could be adversely affected.
- We rely on search engines to attract a portion of our customers. If search engines change their search algorithms or policies regarding advertising, increase their pricing or suffer problems, our ability to attract new customers may be impaired.
- Undetected or unknown defects in our products could harm our business and future operating results.
- Privacy concerns relating to our technology could damage our reputation and deter existing and new customers from using our products.
- We are required to pay certain pre-IPO owners for certain tax benefits we may claim, and we expect the payments we are required to make to be substantial.
- In certain cases, payments under the TRAs may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the TRAs.
- Sales of outstanding shares of our Class A common stock into the market in the future could cause the market price of our Class A common stock to drop significantly.
Reworded Item 1A headings (7)
- Our business and financial condition could be harmed materially if
[removed: small consumers and small businesses and ventures][added: our customers] were no longer able to rely upon the existing domain name registration system. - We have made significant investments
[removed: in recent periods]to support our growth strategy. These investments may not succeed. If we do not effectively manage future growth, our operating results will be adversely affected. - Our business is exposed to risks associated with credit card and other
[removed: online]payment chargebacks, fraud and new payment methods. - Our ability to pay taxes and
[removed: expenses, including payments under the TRAs,][added: expenses] may be limited by our structure. [removed: We][added: Under the TRA Settlement Agreements, we] will not be reimbursed for any payments made to our pre-IPO owners[removed: under the TRAs]in the event any [added: TRA-related] tax benefits are[removed: disallowed.][added: later disallowed, or if sufficient profitability to utilize TRA-related tax savings is not achieved.]- Our ability to service our indebtedness and, in particular, repay
[removed: the Senior Notes][added: such indebtedness at maturity] will depend on our cash flow from operations and our compliance with the agreements governing our indebtedness. - Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events and to interruption by man-made events such as
[removed: terrorism.][added: terrorism and civil unrest.]
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
164 rewritten, 144 added, 198 removed, 642 unchanged
[removed: Additional] [added: The] risks and uncertainties [added: described below are not the only ones] we [added: face, however; additional risks and uncertainties we] are unaware of, or which we currently believe are not material, may also become important factors affecting us.
If any of the following risks [added: occur or risks we are unaware of] occur, our business, financial condition, operating results and growth prospects could be materially and adversely [removed: affected.][added: affected.*]
Although our total customers and revenue have grown rapidly in the past, in recent periods our slower growth rates have reflected the [added: larger] size and scale [added: and maturity] of our business.
[removed: Our sales] [added: The rate at which new and existing customers purchase and renew subscriptions to our products] could fluctuate or decline as a result of [added: a number of factors, such as] lower demand for domain names, websites and related products, declines in our customers' level of satisfaction with our products and [added: the support provided by] our [removed: Customer Care,] [added: GoDaddy Guides,] the timeliness and success of product enhancements and introductions by us and those of our competitors, the pricing offered by us and our competitors, the frequency and severity of any system outages, [removed: breaches and] [added: breaches, or] technological change.
Our revenue has grown historically due in large part to sustained customer growth rates and strong [removed: renewal sales] [added: renewals] of subscriptions to our domain name registration and hosting and presence products.
Our future success depends in part on maintaining strong [removed: renewal sales.][added: renewals.]
Our costs associated with [removed: renewal sales] [added: renewals] are substantially lower than costs associated with [removed: generating revenue from] [added: acquiring] new customers and [removed: costs associated with generating sales of] [added: selling] additional products to existing customers.
Any failure by us to continue to attract new customers or maintain strong [removed: renewal sales] [added: renewals] could have a material adverse effect on our business, growth prospects and operating results.
The markets in which we compete are characterized by constant change and innovation, frequent new product and service introductions and evolving industry standards, and we expect them to continue to evolve [removed: rapidly.][added: rapidly, including as a result of the current global economic slowdown.]
If we fail to accurately predict customers' changing [removed: needs] [added: needs, customer reactions to the current global economic slowdown, such as the need for expanded online and offline commerce tools,] or emerging technological trends, such as artificial intelligence, or if we fail to achieve the benefits expected from our investments in technology, our business could be harmed.
These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + Marketing, our hosting platforms and our security products, those we acquire and develop as a result of acquisitions, such as [removed: SmartLine] [added: Poynt, Over, Uniregistry's registrar] and [removed: Website Security,] [added: brokerage business, Neustar] and [added: SkyVerge, and] those related to our partner programs, such as Microsoft.
We must continue to commit significant resources to develop our technology in order to maintain our competitive position, and these commitments will be made without knowing whether such investments will result in products our customers [added: need and] will [removed: accept.][added: buy.]
- [removed: our] failure to accurately predict market demand or customer preferences;
- poor business conditions for our customers or poor general macroeconomic [removed: conditions;][added: conditions, including as a result of the COVID-19 pandemic;]
Protecting and maintaining awareness of our brand is important to our success, particularly as we seek to attract new customers [removed: globally.][added: globally and to increase customer awareness of our full portfolio of products.]
[removed: We recently launched our new logo, the "Go."] There can be no assurance that our brand development strategies, including the [removed: "Go,"] [added: "Go" logo we launched in 2020,] will enhance the recognition of our [removed: brand or] [added: brand,] lead to increased [removed: sales.][added: sales or effectively increase awareness of our product offerings.]
Our operations depend on our ability to protect our network and systems against [removed: interruption] [added: interruption, a breach of confidentiality,] or [added: other] damage from unauthorized entry, computer viruses, denial of service attacks and other security threats both within and beyond our control.
Our response to such DDOS attacks may be insufficient to protect our network and systems, especially as attacks [removed: (such as the DYN attack in October 2016)] increase in size and nation-state actors use DDOS attacks against political and economic adversaries.
We [removed: have taken steps and continue to work to enhance our security and resilience against social engineering, but we] cannot guarantee that in all cases our efforts will be successful or that future [added: social engineering] incidents will be of similarly minimal [removed: impact.][added: impact, and, if successful, such incidents may cause financial and reputational harm.]
We cannot guarantee our backup systems, regular data backups, security protocols, network protection [removed: mechanisms] [added: mechanisms, cybersecurity awareness training, insider threat program, access controls,] and other procedures [added: and measures] currently in place, or that may be in place in the future, will be adequate to prevent or remedy network and service interruption, system failure, third-party operating systems and software vulnerabilities, damage to one or more of our systems, data loss, security breaches or other data security incidents.
Despite the implementation of security measures, our infrastructure may be vulnerable to computer viruses, worms, other malicious software programs, social engineering attacks, [added: insider threats, credential theft and related abuse,] illegal or abusive content or similar disruptive problems caused by our customers, employees, consultants or other Internet users who attempt to invade or disrupt public and private data networks or to improperly access, use or obtain data.
Any actual or perceived breach of our security, or any other data security incident, could damage our reputation and brand, expose us to a risk of loss or litigation and possible liability, subject us to regulatory or other government inquiries or investigations, require us to expend significant capital and other resources to alleviate problems caused by the breach and [added: to make required improvements to our systems, and] deter customers from using our products, any of which would harm our business, financial condition and operating results.
We take measures intended to protect the security, integrity and confidentiality of the personal information and other sensitive information, including payment card information, that we collect, store or transmit, but cannot guarantee that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties, including nation-states and bad actors, or our [removed: employees] [added: personnel or those of our vendors] will not gain unauthorized [added: or other malicious] access to this information or systems where personal information is processed despite our preventative efforts or those of our vendors or partners.
We may not be able to remedy any problems caused by hackers or other similar actors in a timely manner, or at all, [added: due to, among other things, a lack of qualified personnel to handle such problems or the failure of our personnel to follow internal policies and procedures.]
[removed: Advances in computer capabilities, discoveries of new weaknesses, increased likelihood of nation-state cyber attacks, and other developments with software generally] used by the Internet community, such as the Meltdown and Spectre vulnerabilities, which exploit security flaws in chips manufactured in the last 20 years, the Shellshock vulnerability in the Linux Bash shell, [removed: or] continually evolving ransomware attacks, [added: or developments related to the SolarWinds Orion product incident,] also increase the risk that we, or our customers using our servers and services, will suffer a security breach.
[removed: Our] [added: We or our] partners [removed: and we] may also suffer security breaches or unauthorized access to personal information and other confidential information, including payment card information, due to employee error, rogue employee activity, unauthorized access by third parties acting with malicious intent or committing an inadvertent mistake, or social engineering.
[added: We also] expect to increasingly rely on third-party cloud computing and hosting providers such as AWS as we transition to the public cloud.
We rely on third [added: parties, and other] parties [added: with which those third parties contract,] to perform certain technology, processing, servicing and support functions on our behalf, and may in the future choose to transition a function previously managed by us to such third parties.
[removed: For example, in 2018] [added: In particular,] we [removed: began to transition from a combination] [added: have are in the process] of [added: transitioning from] company-owned and co-located data centers to third-party cloud computing and hosting [removed: providers (such as AWS) for the delivery of most of our products and storage of our data.][added: providers, including AWS.]
In addition, these third parties are vulnerable to operational and technological disruptions, including [added: from] cyber attacks, which may negatively impact our ability to provide services to our customers, operate our business and fulfill our financial reporting obligations.
[removed: For example,] [added: However,] people increasingly use search engines to find and access websites as an alternative to typing a website address directly into a web browser navigation bar.
[removed: Further, as people continue to access the Internet more frequently through applications] [added: As reliance] on [removed: mobile devices,] [added: these applications increases,] domain names may become less prominent and their value may decline.
Further, if our marketing activities fail to generate traffic to our website, attract customers and lead to new and [removed: renewal sales] [added: renewals] of our products at the levels we anticipate or our efforts to personalize our marketing efforts are not successful, our business and operating results would be adversely affected.
Our [removed: Customer Care team has] [added: GoDaddy Guides have] historically contributed significantly to our total bookings.
[removed: In each of 2019, 2018] [added: Approximately 12%, 16%,] and [removed: 2017, at least 15%] [added: 17%] of our total bookings [added: in 2020, 2019 and 2018, respectively,] were generated from the sale of product subscriptions by our [removed: Customer Care team.][added: GoDaddy Guides.]
Our [removed: Customer Care team] [added: GoDaddy Guides] primarily [removed: engages] [added: engage] with customers through direct calls.
As customers increasingly engage with our [removed: Customer Care team] [added: GoDaddy Guides] via other communication channels, such as chat and we provide more self-serve solutions, there is no guarantee our [removed: Customer Care team] [added: GoDaddy Guides] will continue to have the same success in selling product subscriptions and, as a result, our total bookings may decline.
Our customers depend on our [removed: Customer Care] [added: GoDaddy Guides] to guide them as they create, manage and grow their digital identities.
As our [removed: Customer Care team engages] [added: GoDaddy Guides engage] with customers online and through other communications channels, our [removed: Customer Care team] [added: GoDaddy Guides] may not be as successful or effective as they have been in the past.
After launching their sites and leveraging our product offerings, customers depend on our [removed: Customer Care team] [added: GoDaddy Guides] to quickly resolve any issues relating to those offerings.
Risk Factor Summary
The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, operating results and growth prospects.
- We may be unable to attract and retain customers or increase sales to new and existing customers.
- We may not successfully develop and market products that meet or anticipate our customers' needs, whether organically or inorganically, or may not develop such products on a timely basis.
- We may fail to protect and promote our brand.
- Evolving technologies and resulting changes in customer behavior or customer practices may impact the value of and demand for domain names.
- We face significant competition for our products in the domain name registration, website building and web-hosting markets and other markets in which we compete, and we may not be able to maintain or improve our competitive position or market share.
- Increasing our international bookings is a significant part of our strategy to grow our business, but requires significant investments of time and money, and expanding into new markets may expose us to additional risks.
- We may not effectively manage the significant investments of time and money we have made and continue to make to support our growth strategy, and such investments may not succeed.
- We may not realize the benefits of our entry into new markets or of our acquisitions if we are unable to effectively integrate new employees, products, systems and processes.
- We may enter into new lines of business or offer new products which may subject us to additional risks.
For a more complete discussion of the material risks facing our business, see below.
Strategic Risks
In response to evolving customer needs, we launched freemium offers for Websites + Marketing, introduced free trials of our digital marketing suite, enabled an enhanced functionality with GoFundMe, introduced robust gift card functionality and virtual appointment support, expanded our capabilities with PayPal and launched basic messaging capability to allow our customers to connect with their customers.
In addition, businesses are increasingly relying solely on social media applications, such as Instagram, to reach customers and consumers are accessing the Internet more frequently through applications on mobile devices.
We are dependent on the interoperability of our products with these applications and mobile devices.
If we are unable to effectively integrate our products within these applications and on these devices, we may lose market share.
- the impact of the COVID-19 pandemic on demand for our products in international markets;
Furthermore, through our recent acquisitions of Over, Uniregistry's registrar and brokerage business and Neustar's registry business, we've continued to expand our international presence with operations in South Africa, Grand Cayman and Colombia.
Recruiting highly skilled employees in international markets poses additional challenges as we may have less data and market expertise than we have when recruiting domestically.
We may also face challenges recruiting and onboarding personnel as we adopt more extensive work-from-home policies.
In particular, there is uncertainty as to the future of U.S. trade policy with respect to China.
As we continue to grow, our management, administrative, operational and financial infrastructure may be strained.
We cannot ensure we will be able to successfully integrate the acquired products,
When acquiring assets in a business carve-out transaction, we may not identify all of the assets we need to operate that business at closing, which could result in additional expense.
We may face competition for acquisitions from larger competitors that may have more extensive financial resources, which may increase the cost or limit the availability of acquisitions.
For example, we have, and may in the future, enter into transition services agreements with a seller for the provision of support services to assist with the orderly integration of the business.
We may never realize the benefits of these transition services agreements and we may be unable to manage and coordinate the performance of personnel providing services to us under these agreements.
We may enter into new lines of business that offer new products and services, which may subject us to additional risks.
From time to time, we may enter into new lines of business that entail offering new products and services.
For example, in August 2020 we completed the acquisition of the Neustar registry business, which represents our entry into the domain name registry business and in February 2021, we completed our acquisition of Poynt, which represents our entry into the off-line commerce business in addition to supplementing our existing e-commerce offerings.
Our lack of experience with or knowledge of these new lines of business, as well as external factors, such as competitive alternatives, potential conflicts of interest, either real or perceived, and shifting market preferences, may impact our implementation and operation of such new lines of business.
Other risks of implementing a new line of business include:
- potential diversion of management's attention, available cash, and other resources from our existing business;
- any determination by governmental agencies that the vertical merger is anticompetitive in any relevant market;
- unanticipated liabilities or contingencies;
- compliance with additional regulatory burdens;
- potential damage to existing customer relationships, lack of customer acceptance or inability to attract new customers; and
- the inability to compete effectively in the new line of business.
Failure to successfully manage these risks in the implementation or acquisition of new lines of business or the offering of new products or services could have a material adverse effect on our reputation, business, results of operations and financial condition.
The risks and uncertainties described below are not the only ones we face.
In that event, the price of our Class A common stock could decline.*
Risks Related to Our Business
We derive a substantial portion of our revenue from domains and our hosting and presence products.
The rate at which new and existing customers purchase and renew subscriptions to our products depends on a number of factors, including those outside of our control.
If we are unable to increase sales of additional products, such as personalized email accounts and other business applications products, to new and existing customers, our growth prospects may be harmed.
- delays in releasing new products or product enhancements to the market;
- introduction of competing products (or the anticipation thereof) by other market participants;
In addition, even if our brand recognition and loyalty increases, our revenue may not increase at a level commensurate with our marketing spend.
In the last year, we experienced several successful, but immaterial social engineering efforts.
In addition, from time to time, activities of our customers or other parties may cause us to suspend or terminate customer accounts.
We have suspended and terminated, and will in the future suspend or terminate, a customer's use of our products when their activities breach our terms of service (for example, phishing or resource misuse), interfere with or harm other customers' websites sharing the same hosting resources or otherwise violate applicable law.
We may also suspend or terminate a customer's website if it is repeatedly targeted by DDOS or other attacks disrupting other customers' websites or servers or otherwise impacting our infrastructure.
From time to time, we have offered certain bespoke services to customers outside of our standard
service offerings.
We are currently working to identify such instances and clarify customers' maintenance responsibilities; however, vulnerabilities relating to such bespoke services may exist or arise on customer systems due to such bespoke services, which may impact our reputation and/or give rise to potential legal action.
due to, among other things, a lack of qualified personnel to handle such problems or the failure of our personnel to follow internal policies and procedures.
The risk that these types of events could seriously harm our business is likely to increase as we expand the number of cloud-based products we offer and operate in more countries.
We also
Such reduced demand and resulting loss of traffic, cost increases, or failure to accommodate new technologies could harm our business, revenue and financial condition.
Our systems, including those of our data centers and Customer Care operations, are also vulnerable to outages or damage from fire, power loss, including rolling blackouts, telecommunications failures, computer viruses, physical and electronic break-ins, misappropriation of computer and data center resources, and similar events.
In addition in 2018, we also transitioned certain transactional accounting functions to a professional services firm.
However, people now use multiple methods to access websites.
People increasingly use social networking and microblogging sites to find and access websites.
In addition, people are increasingly rely solely on social media applications, such as Instagram, to reach customers.
For example, advertising costs have increased and available ad inventory has decreased in connection with the 2020 U.S. elections, which we expect will increase our television marketing costs.
In September 2019, Aman Bhutani was appointed as our new Chief Executive Officer, following the resignation of Scott W.
Wagner.
Our future performance will depend, in part, on the successful transition of Mr. Bhutani as our new Chief Executive Officer.
Mr. Bhutani does not have prior experience as the CEO of a publicly traded company.
If we do not successfully manage our CEO transition, it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our business.
We provide cloud-based solutions enabling individuals, businesses and organizations to establish an online presence, connect with customers and manage their ventures.
In some instances, we have commercial partnerships with companies with which we also compete.
In addition, in an attempt to gain market share, competitors may offer aggressive price discounts or alternative pricing models on the products they offer, such as freemium pricing in which a basic offering, such as SSL certificates, is provided for free with advanced features provided for a fee, or increase commissions paid to their referral sources.
Moreover, competitors and other third-parties may aggressively bid on Google AdWords, which could result in increased marketing expenses making it difficult for us to compete.
Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their ability to compete.
We have continued our international expansion efforts, such as our acquisition of Host Europe Holdings Limited (HEG), Webhuset and Over.
more stringent laws in foreign jurisdictions relating to consumer privacy and protection of data collected from individuals and other third parties;
- different or lesser degrees of protection for our or our customers' intellectual property and free speech rights in certain markets;
- increased risk of a failure of employees to comply with both U.S. and foreign laws, including export and antitrust regulations, anti-bribery regulations and any trade regulations ensuring fair trade practices;
An excerpt. Shown here: 40 of 164 rewritten, 40 of 144 added and 40 of 198 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
148 rewritten, 138 added, 105 removed, 163 unchanged
*The following discussion and analysis of our financial condition and results of operations should be read together with our [removed: audited] financial statements and related notes included in "Financial Statements and Supplementary Data." Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements involving significant risks and uncertainties.
As a result of many factors, such as those set forth in "Risk Factors," [removed: our] actual results may differ materially from the results described in, or implied by, these forward-looking statements.*
*This section [removed: of the Form 10-K] generally discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
[removed: Discussions] [added: Discussion] of [removed: 2017] [added: 2018] items and [removed: year-to-year] comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in [removed: Part II, Item 7 of] our [removed: Annual Report on] Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] and are incorporated by reference herein and considered part of this Form 10-K only to the extent referenced.*
As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 90%] [added: 88%] of our customers had purchased a domain from us and we had [removed: 79.6] [added: 82.7] million domains under management.
Based on information reported in VeriSign's Domain Name Industry Brief, we had over 22% of the world's domains registered as of September 30, [removed: 2019.][added: 2020.]
We also offer hosting, presence and business applications products and services (products) enhancing our value proposition [removed: to our customers] by enabling [removed: them] [added: our customers] to create, manage and syndicate [added: their, or] their [added: customers',] digital identities.
[removed: While these] [added: These] products are often purchased in conjunction with, or subsequent to, an initial domain [removed: registration, they may also be the starting points in our customer relationships.][added: registration.]
As we have grown, [removed: our hosting, presence and business applications] [added: these] products have become increasingly important parts of our business, constituting approximately [removed: 55%] [added: 54%] of total revenue in [removed: 2019.][added: 2020.]
Below are [removed: our] key financial highlights for [removed: 2019,] [added: 2020,] with comparisons to [removed: 2018.][added: 2019.]
- Total revenue of [removed: $2,988.1] [added: $3,316.7] million, an increase of [removed: 12.3%,] [added: 11.0%,] or approximately [removed: 13.7%] [added: 11.4%] on a constant currency basis(1).
- International revenue of [removed: $1,008.5] [added: $1,105.4] million, an increase of [removed: 7.7%,] [added: 9.6%,] or approximately [removed: 11.4%] [added: 10.9%] on a constant currency basis(1).
- Total bookings(2) of [removed: $3,401.2] [added: $3,775.5] million, an increase of [removed: 12.9%,] [added: 11.0%,] or approximately [removed: 14.3%] [added: 11.6%] on a constant currency basis(1).
- Net cash provided by operating activities of [removed: $723.4] [added: $764.6] million, an increase of [removed: 29.2%.][added: 5.7%.]
(2) *A reconciliation of total bookings to total revenue, its most directly comparable GAAP financial measure, is set forth in [removed: "Selected Financial Data—Reconciliation] [added: "Reconciliation] of [removed: Bookings."*][added: Bookings"* below.]
We grew our total customers from 17.3 million as of December 31, 2017 to [removed: 19.3] [added: 20.6] million as of December 31, [removed: 2019,] [added: 2020,] through a combination of our industry leading products built on a single cloud platform, brand advertising, direct marketing efforts, customer [removed: referrals and] [added: referrals,] world-class customer [removed: care.][added: care and acquisitions.]
In each of the five years ended December 31, [removed: 2019,] [added: 2020,] our customer retention rate exceeded 85%, and in [removed: 2019,] [added: 2020,] our retention rate for customers who had been with us for over three years was [removed: approximately 92%.][added: more than 93%.]
We generate bookings and revenue from sales of product subscriptions, including domain products, hosting and presence products and business [removed: applications, as described below.][added: applications products.]
We offer our [removed: product] subscriptions on a variety of terms, which average [added: approximately] one year, but can range from monthly to multi-annual terms of up to ten years depending on the product.
Accordingly, we believe total bookings is an indicator of the expected growth in our revenue and [added: is a supplemental measure of] the operating performance of our business.
See [removed: "Selected Financial Data—Reconciliation] [added: "Reconciliation] of Bookings" [added: below] for a reconciliation of total [removed: revenue] [added: bookings] to total [removed: bookings.][added: revenue.]
We generated [removed: 45%] [added: 46%] of our [removed: 2019] [added: 2020] total revenue from the sale of domain products, primarily from domain registrations and renewals, [added: aftermarket] domain [added: sales and domain] add-ons such as [removed: privacy and aftermarket sales.][added: domain protection.]
Total revenue from domain products grew at a CAGR of [removed: 13.4%] [added: 12.7%] over the three years ended December 31, [removed: 2019.][added: 2020.]
[removed: We generated 38%] [added: Hosting and presence revenue primarily consists] of [removed: our 2019 total] revenue from the sale of [removed: hosting and presence products, primarily from a variety of] [added: subscriptions for] website [removed: hosting products,] [added: hosting,] website [removed: building products,] security [removed: products] and [removed: e-commerce] [added: website building] products.
Total revenue from hosting and presence products grew at a CAGR of [removed: 18.4%] [added: 12.3%] over the three years ended December 31, [removed: 2019.][added: 2020.]
We generated [removed: 17%] [added: 18%] of our [removed: 2019] [added: 2020] total revenue from the sale of business applications products, primarily from [added: third-party] productivity [removed: tools such as domain-specific email accounts,] [added: applications,] which generally also have higher margins than conventional domain registrations.
Total revenue from business applications products grew at a CAGR of [removed: 28.3%] [added: 22.5%] over the three years ended December 31, [removed: 2019.][added: 2020.]
Revenue derived from each of our product categories has increased in each of the last three years, with [added: many of] our [removed: hosting, presence and business applications] [added: non-domains] products growing faster in recent periods.
In each of the five years ended December 31, [removed: 2019,] [added: 2020,] greater than 85% of our total revenue, excluding the impact of purchase accounting, was generated by customers who were also customers in the prior year.
To track our growth and the stability of our customer base, we monitor, among other things, revenue, retention rates and [removed: ARPU] [added: average revenue per user (ARPU)] generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend.
For example, in 2014, we acquired 2.9 million [added: gross] customers, who we collectively refer to as our 2014 cohort, and spent $165 million in marketing and advertising expenses.
By the end of [removed: 2019,] [added: 2020,] the 2014 cohort had generated an aggregate of [removed: $1,266] [added: $1,472] million of total bookings and we expect this cohort will continue to generate bookings and revenue in the future.
For the five years ended December 31, [removed: 2019,] [added: 2020,] the average annual bookings retention rate of the 2014 cohort was approximately [removed: 93%.][added: 94%.]
Over this period, ARPU, excluding the impact of purchase accounting, for the 2014 cohort grew from $79 in 2015 to [removed: $163] [added: $181] in [removed: 2019,] [added: 2020,] representing a CAGR of [removed: 20%.][added: 18%.]
[added: (1)] A reconciliation of total bookings to total revenue, its most directly comparable GAAP financial measure, is set forth in [removed: "Selected Financial Data—Reconciliation] [added: "Reconciliation] of [removed: Bookings."][added: Bookings" above.]
| | | | [removed: 2019 | | |] [added: 2020] | | | [removed: 2018] | | | | | | [removed: 2017] [added: 2019] | | | | | | | | | [added: 2018] | | | | | |
| Total bookings | | | $ | [added: 3,775.5 | | | | | $ |] 3,401.2 | | | | | $ | 3,011.5 | | | | | [removed: $] | [removed: 2,618.2] | | | | | | | | | | | | | | [added: | | | | | |]
| Total customers at period end (in thousands) | | | [added: 20,646 | | | | | |] 19,274 | | | | | | 18,518 | | | | | | [removed: 17,339] | | | | | | | | | | | | | | | [added: | | | | | |]
| Average revenue per user | | | $ | [added: 166 | | | | | $ |] 158 | | | | | $ | 148 | | | | | [removed: $] | [removed: 139] | | | | | | | | | | | | | | [added: | | | | | |]
The [removed: 12.9%] [added: 11.0%] increase in total bookings [removed: in 2019] was primarily driven by [removed: an increase] [added: increases] in total customers and domains under management, increased aftermarket domain [removed: sales and] [added: sales,] broadened customer adoption of non-domain [removed: products,] [added: products and acquisitions completed in 2020,] partially offset by the [added: negative] impact [added: the economic disruption resulting from the COVID-19 pandemic had on subscriptions for certain] of [added: our higher-priced services as well as the adverse impact of] movements in foreign currency exchange rates.
COVID-19 Pandemic
As discussed in "Our Response to the COVID-19 Pandemic," we have implemented a variety of measures to attempt to minimize its impact on our business, including a restructuring announced in June 2020 to address the sustainability of our U.S. outbound sales and operations, which is further described in Note 13 to our financial statements.
While the pandemic did not have a material impact on our 2020 results, the extent to which it may impact our future financial results and operations will depend on future developments.
Such developments, which are highly uncertain and cannot be predicted, may include the emergence of new information concerning the severity of the outbreak and the domestic and international actions being taken to contain and treat it.
Due to the speed with which the situation continues to evolve, we are currently unable to fully determine the extent of its impact on our business, but the impact could be material to any future period affected either directly or indirectly by this pandemic.
We are actively monitoring the pandemic and the potential impacts it may have on our financial position, results of operations and cash flows in the future.
See "Risk Factors" for additional information on the risks we may face associated with COVID-19.
- Net loss of $494.1 million, which includes a $674.7 million charge incurred in connection with the settlement of our obligations under the TRAs, as discussed in Note 16 to our financial statements.
We generated 36% of our 2020 total revenue from the sale of hosting and presence products, primarily from a variety of website hosting products, website security products and website building products, which generally have higher margins than conventional domain registrations.
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| Restructuring charges | | | 43.6 | | | 1.3 | | % | | | | — | | | — | | % | | | | — | | | — | | % |
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Operating Metrics
In addition to our results determined in accordance with GAAP, we believe the following operating metrics are useful as supplements in evaluating our ongoing operational performance and help provide an enhanced understanding of our business:
Total bookings represents cash receipts from the sale of products to customers in a given period adjusted for products where we recognize revenue on a net basis and without giving effect to certain adjustments, primarily net refunds granted in the period.
Total bookings provides valuable insight into the sales of our products and the performance of our business since we typically collect payment at the time of sale and recognize revenue ratably over the term of our customer contracts.
We report total bookings without giving effect to refunds granted in the period because refunds often occur in periods different from the period of sale for reasons unrelated to the marketing efforts leading to the initial sale.
Accordingly, by excluding net refunds, we believe total bookings reflects the effectiveness of our sales efforts in a given period.
*Total customers*.
We define a customer as an individual or entity, as of the end of a period, having an account with one or more paid product subscriptions.
A single user may be counted as a customer more than once if they maintain paid subscriptions in multiple accounts.
Total customers is one way we measure the scale of our business and is an important part of our ability to increase our revenue base.
We calculate ARPU as total revenue during the preceding 12 month period divided by the average of the number of total customers at the beginning and end of the period.
ARPU provides insight into our ability to sell additional products to customers, though the impact to date has been muted due to our continued growth in total customers.
Reconciliation of Bookings
The following table reconciles total bookings to total revenue, its most directly comparable GAAP financial measure:
| Total revenue | | | $ | 3,316.7 | | | | | $ | 2,988.1 | | | | | $ | 2,660.1 | | | | | | | | | | | | | |
| Change in deferred revenue(1) | | | 210.5 | | | | | | 180.5 | | | | | | 163.2 | | | | | | | | | | | | | | |
| Net refunds | | | 247.3 | | | | | | 233.4 | | | | | | 192.6 | | | | | | | | | | | | | | |
| Other | | | 1.0 | | | | | | (0.8) | | | | | | (4.4) | | | | | | | | | | | | | | |
| Total bookings | | | $ | 3,775.5 | | | | | $ | 3,401.2 | | | | | $ | 3,011.5 | | | | | | | | | | | | | |
(1) Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
The 11.0% increase in total revenue was driven by the 7.1% growth in total customers, the 5.1% growth in ARPU as well as incremental revenue from acquisitions completed in 2020.
These increases were partially offset by the impact of adverse movements in foreign currency exchange rates.
Securing a domain is usually the first step to creating a digital identity and our domain products can often serve as the starting point in our customer relationships.
- Net income of $138.4 million.
- Total customers increased 4.1% to 19.3 million.
- ARPU increased 6.6% to $158.
These products generally have higher margins than conventional domain registrations.
This mix shift has favorably impacted our margins.
Key Metrics
As described in "Selected Financial Data," we monitor the following key metrics to help us evaluate our business and assess operational performance.
These operational measures are supplemental to our GAAP results and we believe they are useful in evaluating our business.
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*Total customers.* The 4.1% increase in total customers in 2019 primarily resulted from our increased international presence, our ongoing marketing and advertising initiatives and our enhanced and expanded product offerings.
The 6.6% increase in ARPU in 2019 was primarily due to broadened customer adoption of our products resulting in increased customer spend combined with a full year of revenue from our July 2018 acquisition of Main Street Hub (MSH).
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| Income from continuing operations | | | 138.4 | | | 4.6 | | % | | | | 82.0 | | | 3.1 | | % | | | | 125.7 | | | 5.6 | | % | | | | | | | | | | | | | | | | | | | | | |
| Income from discontinued operations, net of income taxes | | | — | | | — | | % | | | | — | | | — | | % | | | | 14.1 | | | 0.6 | | % | | | | | | | | | | | | | | | | | | | | | |
Hosting and presence revenue primarily consists of revenue from the sale of subscriptions for our website hosting products, website building products, website security products and online visibility products.
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The 12.3% increase in total revenue was driven by growth in total customers and ARPU as well as having a full year of revenue from MSH in 2019, partially offset by the impact of movements in foreign currency exchange rates.
Our investments in additional technology and development expenses are made to enhance our integrated technology infrastructure and to support our new and enhanced product offerings and the overall growth of our business.
The 18.6% increase in marketing and advertising expenses was primarily attributable to increased discretionary advertising spend and compensation-related costs driven by higher average headcount associated with continued growth of our business.
We expect these expenses to increase in absolute dollars in the future as we expand our domestic and international Customer Care teams due to increases in total customers and increases in the number of interactions we have with our customers.
The 7.9% increase in customer care expenses was primarily driven by increased costs associated with the continued expansion of our international third-party Customer Care locations, the continued growth of our business, our acquisition of MSH and an increased level of customer interactions.
We expect general and administrative expenses to increase in absolute dollars in the future as a result of our overall growth, increased personnel costs and public company expenses.
Excluding the impact of the $6.1 million equity-based compensation correction and the $18.1 million legal settlement accrual discussed in Note 7 and Note 13 to our financial statements, respectively, general and administrative expenses increased 4.8%, primarily due to increased compensation-related costs driven by increased average headcount associated with the continued growth of our business and our acquisition of MSH, partially offset by lower acquisition-related expenses.
The 10.4% decrease in depreciation and amortization expenses was primarily driven by intangible assets that became fully amortized during 2019.
There was no material change in interest expense.
We have incurred significant long-term debt, as described below, to fund acquisitions and for our working capital needs.
Our credit facility, which matures on February 15, 2024, consists of term loans and a revolving credit loan.
In June 2019, we issued the unsecured 5.25% Senior Notes in an aggregate principal amount of $600.0 million.
The full principal of the Senior Notes is payable at maturity on December 1, 2027, subject to earlier repurchase or redemption, as described in the indenture governing the Senior Notes.
The proceeds from the issuance of the Senior Notes were used to prepay $600.0 million in aggregate principal amount of term loans.
Concurrent with the issuance of the Senior Notes, we amended our credit facility to increase the borrowing capacity of the revolving credit loan to $600.0 million and reduce its interest rate margins.
See further discussion of our debt agreements in Note 10 to our financial statements.
As described in "Critical Accounting Policies and Estimates—Payable to Related Parties Pursuant to the TRAs," we are a party to five TRAs.
As of December 31, 2019, the liability under the TRAs was $175.3 million, as described in Note 16 to our financial statements.
We currently do not expect to begin making payments related to the existing liability under the TRAs until 2023.
We may record additional liabilities under the TRAs as our estimates of the future utilization of the tax attributes, NOLs and other tax benefits change.
Because we are a holding company with no operations, we rely on Desert Newco to provide us with funds necessary to meet any financial obligations.
An excerpt. Shown here: 40 of 148 rewritten, 40 of 138 added and 40 of 105 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
17 rewritten, 10 added, 1 removed, 21 unchanged
Consequently, we may employ policies and procedures to mitigate such risks, including the use of derivative financial instruments, which are discussed in more detail in Note [removed: 11] [added: 10] to our financial statements.
As a result, we do not believe we are exposed to any undue concentration of counterparty risk with respect to our derivative contracts as of December 31, [removed: 2019.][added: 2020.]
See Note [removed: 11] [added: 10] to our financial statements for a summary of the notional amounts and fair values of such arrangements.
Our most significant foreign currency exposures are the Euro, the British pound, the [removed: Canadian dollar, the Australian dollar] [added: Indian Rupee] and the [removed: Indian Rupee.][added: Canadian dollar.]
During [removed: 2019,] [added: 2020,] our total bookings growth in constant currency would have been approximately [removed: 140] [added: 60] basis points higher and our total revenue [removed: growth would have been approximately 140 basis points higher.]
At December 31, [removed: 2019,] [added: 2020,] the realized and unrealized [removed: gain (loss)] [added: losses] included in AOCI related to designated hedges [removed: was not material.][added: were $2.0 million and $15.7 million, respectively.]
In order to manage variability due to movements in foreign currency [added: exchange] rates related to a Euro-denominated intercompany loan, we entered into a five-year cross-currency swap [removed: arrangement (the Cross-Currency Swap)] in April 2017.
The [removed: Cross-Currency Swap,] [added: cross-currency swap,] which matures on April 3, 2022, had a notional amount of [removed: €1,209.1] [added: €1,196.7] million at December 31, [removed: 2019] [added: 2020] and converts the fixed rate Euro-denominated interest and principal receipts on the intercompany loan into fixed U.S. dollar interest and principal [removed: receipts, thereby reducing our exposure to fluctuations between the Euro and the U.S. dollar.][added: receipts.]
Changes to the fair value of [removed: our Cross-Currency Swap] [added: the cross-currency swap] due to changes in the value of the U.S. dollar relative to the Euro would be largely offset by the net change in the fair values of the underlying hedged items.
Interest Rate [removed: Sensitivity][added: Risk]
Total borrowings under our [removed: term loans] [added: 2024 Term Loans] were [removed: $1,832.3] [added: $1,807.4] million as of December 31, [removed: 2019.][added: 2020.]
[removed: Borrowings under these loans] [added: These borrowings] bear interest at a rate equal to, at our option, either (a) LIBOR plus 1.75% per annum or (b) 0.75% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0%.
See Note [removed: 10] [added: 9] to our financial statements for additional information regarding [removed: the term loans.][added: our long-term debt.]
In April 2017, we entered into a five-year pay-fixed rate, receive-floating rate interest rate swap arrangement to effectively convert a portion of the [removed: variable-rate debt] [added: variable rate borrowings under the 2024 Term Loans] to [removed: fixed.][added: a fixed rate of 5.44%.]
[removed: The] [added: This] interest rate swap, the notional amount of which was [removed: $1,289.0] [added: $1,275.8] million at December 31, [removed: 2019,] [added: 2020,] matures on April 3, [removed: 2022 and swaps the variable interest rate on our LIBOR-based borrowings for a fixed rate of 5.44%.][added: 2022.]
The objective of [removed: the] [added: our] interest rate [removed: swap,] [added: swaps, all of] which [removed: is] [added: are] designated as [removed: a] cash flow [removed: hedge,] [added: hedges,] is to manage the variability of cash flows in the interest payments related to the portion of [removed: the] variable-rate debt designated as being hedged.
For the balance of our long-term debt not subject to [removed: the] interest rate [removed: swap,] [added: swaps,] the effect of a hypothetical 10% change in interest rates would not have had a material impact on our interest expense.
The uncertainty related to the economic impact of the global COVID-19 pandemic has introduced significant volatility in the financial markets.
We are actively monitoring this situation and its potential impacts on our business.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our cash and cash equivalents.
growth would have been approximately 40 basis points higher.
The cross-currency swap, which is designated as a cash flow hedge and recognized as an asset or liability at fair value, effectively creates a fixed-rate U.S. dollar intercompany loan from a fixed rate Euro-denominated intercompany loan, thereby reducing our exposure to fluctuations between the Euro and U.S. dollar.
Total borrowings under our 2027 Term Loans were $746.2 million as of December 31, 2020.
These borrowings bear interest at a rate equal to, at our option, either (a) LIBOR plus 2.50% per annum or (b) 1.5% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0% .
All LIBOR-based interest rates under the Credit Facility are subject to a 0.0% floor on LIBOR.
In August 2020, in conjunction with the issuance of the 2027 Term Loans, we entered into seven-year pay-fixed rate, receive-floating rate interest rate swap arrangements to effectively convert the variable one-month LIBOR interest rate on the 2027 Term Loans borrowings to a fixed rate of 0.705%.
These interest rate swaps, which mature on August 10, 2027, had an aggregate notional amount of $746.2 million at December 31, 2020.
The Cross-Currency Swap is designated as a cash flow hedge and recognized as an asset or liability at fair value.
Item 1. Business
73 rewritten, 24 added, 33 removed, 317 unchanged
Our [removed: 19.3] [added: 20.6] million customers are passionate everyday entrepreneurs with vibrant ideas, who are determined to make their way in the world and to transform their ideas into something meaningful.
We are a leading provider of cloud-based solutions, delivering simple, easy-to-use products, [removed: services] and outcome-driven, personalized guidance to small businesses, individuals, organizations, developers, designers and domain [removed: investors.][added: investors, enabling our customers to name their venture, build their website, establish and manage their online marketing, sell their products and services and get branded email.]
As our [removed: customers grow through their] [added: customers'] entrepreneurial [removed: journey,] [added: needs evolve,] we provide applications and access to relevant third-party products and [removed: platforms] [added: platforms,] helping them connect to their customers and manage and grow their businesses.
Engaging with our customers in a proactive, consultative way [added: through personalized guidance via phone and digital experiences] helps them knock down the technology hurdles they [removed: face, through personalized guidance via phone and digital experiences.][added: face.]
We live by the same principles that enable our customers' ideas to survive and thrive: hard work, perseverance, conviction, an obsession with customer satisfaction and a belief that no one [added: else] can do it better.
We believe we have one of the most recognized Internet brands in the U.S. and our international awareness continues to rapidly increase as [removed: we've] [added: we have] entered into new markets.
In each of the five years ended December 31, [removed: 2019,] [added: 2020,] our customer retention rate exceeded 85%, and in [removed: 2019,] [added: 2020,] our retention rate for customers who had been with us for over three years was approximately [removed: 92%.][added: 93%.]
Additionally, as of December 31, [removed: 2019,] [added: 2020,] we had [removed: 1.3] [added: 1.4] million customers who each spent more than $500 a year.
We believe the breadth and depth of our product offerings and the [removed: high quality] [added: high-quality] guidance and responsiveness of our GoDaddy Guides builds strong customer relationships and are key to our high customer retention rate.
In [removed: 2019,] [added: 2020,] we generated [removed: $3,401] [added: $3,776] million in total bookings, up [removed: 12.9%] [added: 11.0%] from [removed: $3,011] [added: $3,401] million in [removed: 2018,] [added: 2019,] and we generated [removed: $2,988] [added: $3,317] million of revenue, up [removed: 12.3%] [added: 11.0%] from [removed: $2,660] [added: $2,988] million in [removed: 2018.][added: 2019.]
Our customers represent a large and diverse market [removed: which] [added: that] we believe is largely underserved by other Internet companies.
Furthermore, the Kauffman Index of Entrepreneurial Activity Report estimated that in 2017 there were approximately 540,000 new business owners created each month in the U.S. Around the world, there are more than 500 million micro, small and medium enterprises, according to a study performed by the International Finance Corporation and McKinsey Company (defined as one to 250 [added: employees) worldwide.]
They have distinct needs in (i) branded email communication, originating with domain registration and email creation through an email client; (ii) online marketing in a variety of content types and channels; (iii) online commerce with reservation and scheduling, product catalogs and e-commerce and payment processing [removed: capabilities;] [added: capabilities, including in-person point-of-sale payment processing;] (iv) messaging capabilities across SMS, Facebook Messenger, WhatsApp and others; (v) email marketing for audience engagement; and (vi) telephony, for inbound and outbound voice communication.
GoDaddy has the two leading website building [removed: content management systems (CMS)] [added: CMSs] with [added: Managed WordPress and] Websites + [removed: Marketing and Managed WordPress.][added: Marketing.]
In Websites + Marketing, our own captive CMS, we incorporate seamlessly intuitive experiences by uniting marketing, content, commerce and customer management tools into [added: a] single [removed: experiences.][added: experience.]
Our customers' needs are highly individualized and [removed: tailored] [added: unique] to their ventures, which makes operating a guidance experience – at scale – a substantial form of differentiation.
Our customers gain a lot when they're able to learn from one-another's experiences and benefit from each [removed: others'] [added: other's] skills, but the challenge is that the exchange of information is cumbersome.
This occurs in discreet areas of our business today – such as in our domain aftermarket and GoDaddy Websites + Marketing's InSight platform – and it is something we're investing [removed: behind] [added: in] for the future.
We serve [removed: three] [added: several] customer populations: Independents, [removed: Partners and] [added: Partners,] Domain Registrars and [removed: Investors.][added: Investors, other Registrars and Corporate Domain Portfolio owners.]
Our largest population [removed: are] [added: is] Independents, which are vastly micro-businesses and non-commercial endeavors.
Most Independents have fewer than five employees and most self-identify as having little to no [added: technology or design skills.]
Our second largest population [removed: are] [added: is] our Partners, who are website designers and developers building websites on behalf of businesses and non-commercial organizations.
Our Partners generally have more technical acumen and look for tools that provide greater amounts of flexibility, such as the WordPress [removed: CMS.][added: content management system (CMS).]
As [added: one of] the largest global [removed: host] [added: hosts] of WordPress sites, many of our recent investments have focused on extending our reach into the WordPress community.
Our [removed: final] [added: third largest] population is Domain Registrars and Investors.
Crucial to our product philosophy is to provide value well in excess of the price we charge (known as [removed: "consumer surplus"),] [added: consumer surplus),] which often puts our products in a position of strength on functionality and at an affordable cost.
And, while not a standalone product, our GoDaddy Guides consist of [removed: nearly 7,300] [added: approximately 6,300] specialists worldwide who are available 24/7/365 and provide care to customers who have different levels of technical sophistication.
We are the global market leader in domain name registration, with more than [removed: 79] [added: 82] million domains under management as of December 31, [removed: 2019] [added: 2020] and, based on information reported in VeriSign's Domain Name Industry Brief, we held over 22% of the approximately [removed: 360] [added: 371] million domain names registered worldwide as of September 30, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 90%] [added: 88%] of our customers had purchased a domain from [removed: us, and as of December 31, 2019, we had more than 79 million domains under management.][added: us.]
In [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we generated approximately [removed: 45%, 46%] [added: 46%, 45%] and [removed: 47%] [added: 46%] of our total revenue, respectively, from sales of our domain products.
As of December 31, [removed: 2019, 410] [added: 2020, 412] different generic TLDs (gTLDs), such as .com, .net and .org, and [removed: 55] [added: 56] different country code TLDs (ccTLDs), such as .de, .ca, .in and .jp., were available for purchase through GoDaddy.
We also sell domain registrations through relationships with third-party [removed: resellers.][added: resellers and we provide back-end registry services supporting more than 215 TLDs.]
[removed: Our domain name] [added: Domain names with this] privacy [removed: product allows our customers to register a domain name] [added: feature are registered] on an [removed: "unlisted"] [added: “unlisted”] basis [removed: helping prevent privacy intrusions,] [added: to help protect personal information,] deter domain-related [removed: spam] [added: spam,] and allow our customers to confidentially secure a domain for an unannounced product, service or idea.
Domain name add-ons are [added: features] typically purchased concurrently with domain name registrations and have low costs associated with their delivery.
GoDaddy Websites + Marketing, [added: Managed] WordPress hosting and other GoDaddy offerings enable anyone to create an elegant website or [added: e-commerce enabled] online store, for both desktop and mobile, regardless of technical skill.
[removed: For] more technically-sophisticated web designers, developers and customers, we provide high-performance, flexible hosting and security products that can be used with a variety of open source design [removed: tools.][added: tools as well as Managed WordPress.]
In [removed: each of 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we derived approximately [added: 36%,] 38% [added: and 38%] of our total [removed: revenue] [added: revenue, respectively,] from sales of our hosting and presence products.
Websites + Marketing is an easy-to-use, do-it-yourself mobile-optimized online tool enabling customers, irrespective of their technical skills, to build effective websites and [added: e-commerce enabled] online stores.
Our Websites + Marketing product line includes a range of marketing tools and services designed to help businesses acquire and engage [removed: customers.][added: customers and create content.]
The tools are designed for busy customers who may lack experience with online marketing, focusing on ease of use, mobile experience and [removed: delivering business results.]
Our product offerings continue to evolve to meet the needs of our customers, and through the recent additions of GoDaddy Registry and Poynt, we now offer a high-performance back-end registry technology platform and a suite of payment systems, including point-of-sale systems.
Our Customers and Solutions
In addition, GoDaddy Registry provides a high-performance back-end registry technology platform with a portfolio of top-level domains including .biz, .co, .in, .nyc, and .us.
We maintain a portfolio of more than 1.1 million domains, providing a diverse inventory available to our customers.
In addition, where permissible, privacy features are included at no cost with every domain registered with GoDaddy.
For
delivering business results.
For example, Over, a mobile application we offer, allows our customers to grow their brands by easily creating impactful visual content for any platform online.
Because they may lack the expertise to take full advantage of powerful tools, customers may be overwhelmed as they attempt to bring their idea online.
Human Capital
We actively work to attract a diverse employee population.
We are committed to providing equal opportunity in all aspects of employment and will not tolerate any discrimination, harassment or retaliation.
We actively work to educate our employees and managers on recognizing unconscious bias and received perfect scores on the 2019, 2020 and 2021 Corporate Equality Index administered by the Human Rights Campaign Foundation.
Additionally, we publish annual diversity and pay equity data and have achieved our goal of paying men and women in similar jobs at parity across the Company for six consecutive years.
In addition, in 2020, we began publishing pay equity data for different ethnic groups within our U.S. workforce, and we have achieved pay equity between U.S. based minority and non-minority employee populations.
We maintain several Employee Resource Groups to drive sponsorship, advocacy, and representation for diverse employee groups, especially those that are historically underrepresented.
We are committed to making progress towards increasing workforce diversity in both technical and non-technical roles.
We are committed to providing fulfilling career development opportunities for our employees.
To support this goal, we conduct regular performance reviews focused on career development for all full-time employees.
Additionally, we conduct an annual GoDaddy Voice employee survey to monitor employee satisfaction and to ensure that they feel connected and engaged with GoDaddy's mission, our customers and their own teams.
Additionally, we offer Domain Registry and Corporate Domains solutions to our customers.
Through GoDaddy Registry, we operate back-end registry management for more than 215 TLDs.
In addition, in several jurisdictions in which we operate, data protection is more highly regulated and rigidly enforced.
In addition, California recently enacted the California Consumer Privacy Act (the CCPA), which was further modified by the passage of the California Privacy Rights Act (CPRA) in the November 2020 election.
This enables our customers to name their venture, build their website, establish and manage their online marketing, and get branded email.
employees) worldwide.
This often manifests in our customers not having the expertise to take full advantage of powerful tools, due to complexity and an over-abundance of functionality.
Combined with the great degree of fragmentation of experiences, channels and mediums on the Internet, our customers can often be overwhelmed as they attempt to bring their idea online.
The GoDaddy Platform
Our goal is to be a trusted partner to our customers, bringing together the technology, ease of use and care necessary to bring their ideas to life online.
technology or design skills.
Over the last five years, we have acquired more than 750,000 domain names to increase the inventory available to our customers.
We receive a percentage of the sales price for each domain sold.
Domain name add-ons are features a customer can add to a domain name registration.
For customers wanting to protect their email data, we offer an
GoDaddy Guides
We operate an industry-leading team of GoDaddy Guides that also drives bookings.
We give our customers much more than typical customer support.
Our team is unique, blending personalized guidance with the ability to evaluate our customers' needs, which allows us to help and advise them as well as drive incremental bookings.
Our GoDaddy Guide team contributed approximately 16% of our total bookings in 2019.
Our customers respond to our personalized approach with high marks for customer satisfaction.
Our proactive guidance model is a key component helping create long-term customer relationships, which is reflected in our high retention rates.
We believe our highly-rated GoDaddy Guide team is distinctive and essential to the lifetime value proposition we offer our customers.
We continue to invest in our GoDaddy Guides, including investing to expand our services, improve the quality of our resources and introduce enhanced tools and processes across our expanding global footprint.
We take a consultative approach to our customer interactions, acting as a trusted partner to answer their questions, to guide them through technical solutions, to offer real-time product suggestions best suited to their needs and to support them at each phase of their lifecycle.
The effectiveness of our model is reflected in the high ratings we receive from our customers, the bookings generated by our GoDaddy Guides and strong customer referrals.
Employees
However, certain of our employees in Germany are represented by an employee works council pursuant to local regulations.
For example, in 2016, the National Telecommunications and Information Administration, an agency of the U.S. Department of Commerce, transitioned oversight of key Internet domain name functions to the global multi-stakeholder community.
In addition, in the European Union (E.U.) member states and certain other countries outside the U.S., data protection is more highly regulated and rigidly enforced.
The CCPA went into effect on January 1, 2020; enforcement of the CCPA by the California Attorney General is anticipated to begin on July 1, 2020.
We have also developed, acquired or licensed proprietary technologies for use in our business.
Despite our efforts to preserve and protect our intellectual property, unauthorized third parties may attempt to copy, reverse engineer or otherwise obtain access to our proprietary rights, and competitors may attempt to develop solutions that could compete with us in the markets we serve.
Unauthorized disclosure of our confidential information or proprietary technologies by our employees or third parties could also occur.
The risk of unauthorized use of our proprietary and intellectual property rights may increase as we continue to expand outside of the U.S.
Third-party infringement claims are also possible in our industry, especially as functionality and features expand, evolve and overlap across industries.
Third parties, including non-practicing patent holders, have from time to time claimed, and could claim in the future, that our processes, technologies or websites infringe patents they now hold or might obtain or be issued in the future.
An excerpt. Shown here: 40 of 73 rewritten, all 24 added and all 33 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 4 unchanged
The information required by this item is provided in Note [removed: 13] [added: 12] to our financial statements [removed: included in Part 2, Item 8 of this Form 10-K,] and is incorporated herein by reference.
Cover and table of contents
38 rewritten, 39 added, 7 removed, 93 unchanged
| ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | | | | | | | [removed: | | | | | | | | |]
For the fiscal year ended December 31, [removed: 2019][added: 2020]
| ☐ | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | | | | | | | [removed: | | | | | | | | |]
As of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the registrant's Class A common stock held by non-affiliates, based upon the closing sales price for the registrant's Class A common stock as reported by the New York Stock Exchange, was [removed: $12,377,121,842.][added: $12,208,091,402.]
As of February [removed: 14, 2020,] [added: 12, 2021,] there were [removed: 173,549,763] [added: 169,576,674] shares of GoDaddy Inc.'s Class A common stock, $0.001 par value per share, outstanding and [removed: 1,347,434] [added: 499,962] shares of GoDaddy Inc.'s Class B common stock, $0.001 par value per share, outstanding.
Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, [removed: 2019.][added: 2020.]
Year Ended December 31, [removed: 2019][added: 2020]
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| [Note about Forward-Looking [removed: Statements](#i_0_10) | | |] [added: Statements](#i00912ac40ef442cfa89e12218a64a07d_10)] | | | | | | [removed: [4](#i_0_10)] [added: [4](#i00912ac40ef442cfa89e12218a64a07d_10)] | | |
| [PART [removed: I.](#i_0_13) | | |] [added: I.](#i00912ac40ef442cfa89e12218a64a07d_13)] | | | | | | | | |
| [Item [removed: 1.](#i_0_16) | | | [Business](#i_0_16)] [added: 1.](#i00912ac40ef442cfa89e12218a64a07d_16)] | | | [removed: [6](#i_0_16)] [added: [Business](#i00912ac40ef442cfa89e12218a64a07d_16)] | | | [added: [7](#i00912ac40ef442cfa89e12218a64a07d_16)] | | |
| [Item [removed: 1A.](#i_0_19)] [added: 1A.](#i00912ac40ef442cfa89e12218a64a07d_19)] | | | [Risk [removed: Factors](#i_0_19) | | | [19](#i_0_19)] [added: Factors](#i00912ac40ef442cfa89e12218a64a07d_19)] | | | [added: [20](#i00912ac40ef442cfa89e12218a64a07d_19)] | | |
| [Item [removed: 1B.](#i_0_22)] [added: 1B.](#i00912ac40ef442cfa89e12218a64a07d_22)] | | | [Unresolved Staff [removed: Comments](#i_0_22) | | | [56](#i_0_22)] [added: Comments](#i00912ac40ef442cfa89e12218a64a07d_22)] | | | [added: [55](#i00912ac40ef442cfa89e12218a64a07d_22)] | | |
| [Item [removed: 2.](#i_0_25) | | | [Properties](#i_0_25)] [added: 2.](#i00912ac40ef442cfa89e12218a64a07d_25)] | | | [removed: [56](#i_0_28)] [added: [Properties](#i00912ac40ef442cfa89e12218a64a07d_25)] | | | [added: [55](#i00912ac40ef442cfa89e12218a64a07d_28)] | | |
| [Item [removed: 3.](#i_0_28)] [added: 3.](#i00912ac40ef442cfa89e12218a64a07d_28)] | | | [Legal [removed: Proceedings](#i_0_28) | | | [56](#i_0_28)] [added: Proceedings](#i00912ac40ef442cfa89e12218a64a07d_28)] | | | [added: [55](#i00912ac40ef442cfa89e12218a64a07d_28)] | | |
| [Item [removed: 4.](#i_0_31)] [added: 4.](#i00912ac40ef442cfa89e12218a64a07d_31)] | | | [Mine Safety [removed: Disclosures](#i_0_31) | | | [56](#i_0_31)] [added: Disclosures](#i00912ac40ef442cfa89e12218a64a07d_31)] | | | [added: [55](#i00912ac40ef442cfa89e12218a64a07d_31)] | | |
| [PART [removed: II.](#i_0_34) | | |] [added: II.](#i00912ac40ef442cfa89e12218a64a07d_34)] | | | | | | | | |
| [Item [removed: 5.](#i_0_37)] [added: 5.](#i00912ac40ef442cfa89e12218a64a07d_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_37) | | | [57](#i_0_37)] [added: Securities](#i00912ac40ef442cfa89e12218a64a07d_37)] | | | [added: [56](#i00912ac40ef442cfa89e12218a64a07d_37)] | | |
| [Item [removed: 6.](#i_0_40)] [added: 6.](#i00912ac40ef442cfa89e12218a64a07d_40)] | | | [Selected Financial [removed: Data](#i_0_40) | | | [59](#i_0_40)] [added: Data](#i00912ac40ef442cfa89e12218a64a07d_40)] | | | [added: [57](#i00912ac40ef442cfa89e12218a64a07d_40)] | | |
| [Item [removed: 7.](#i_0_43)] [added: 7.](#i00912ac40ef442cfa89e12218a64a07d_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_43) | | | [63](#i_0_43)] [added: Operations](#i00912ac40ef442cfa89e12218a64a07d_43)] | | | [added: [58](#i00912ac40ef442cfa89e12218a64a07d_43)] | | |
| [Item [removed: 7A.](#i_0_70)] [added: 7A.](#i00912ac40ef442cfa89e12218a64a07d_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i_0_70) | | | [78](#i_0_70)] [added: Risk](#i00912ac40ef442cfa89e12218a64a07d_70)] | | | [added: [71](#i00912ac40ef442cfa89e12218a64a07d_70)] | | |
| [Item [removed: 8.](#i_0_73)] [added: 8.](#i00912ac40ef442cfa89e12218a64a07d_73)] | | | [Financial Statements and Supplementary [removed: Data](#i_0_73) | | | [80](#i_0_73)] [added: Data](#i00912ac40ef442cfa89e12218a64a07d_73)] | | | [added: [73](#i00912ac40ef442cfa89e12218a64a07d_73)] | | |
| [Item [removed: 9.](#i_0_187)] [added: 9.](#i00912ac40ef442cfa89e12218a64a07d_175)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i_0_187) | | | [127](#i_0_187)] [added: Disclosure](#i00912ac40ef442cfa89e12218a64a07d_175)] | | | [added: [114](#i00912ac40ef442cfa89e12218a64a07d_175)] | | |
| [Item [removed: 9A.](#i_0_190)] [added: 9A.](#i00912ac40ef442cfa89e12218a64a07d_178)] | | | [Controls and [removed: Procedures](#i_0_190) | | | [127](#i_0_190)] [added: Procedures](#i00912ac40ef442cfa89e12218a64a07d_178)] | | | [added: [114](#i00912ac40ef442cfa89e12218a64a07d_178)] | | |
| [Item [removed: 9B.](#i_0_196)] [added: 9B.](#i00912ac40ef442cfa89e12218a64a07d_184)] | | | [Other [removed: Information](#i_0_196) | | | [129](#i_0_196)] [added: Information](#i00912ac40ef442cfa89e12218a64a07d_184)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_184)] | | |
| [PART [removed: III.](#i_0_199) | | |] [added: III.](#i00912ac40ef442cfa89e12218a64a07d_187)] | | | | | | | | |
| [Item [removed: 10.](#i_0_202)] [added: 10.](#i00912ac40ef442cfa89e12218a64a07d_190)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i_0_202) | | | [129](#i_0_202)] [added: Governance](#i00912ac40ef442cfa89e12218a64a07d_190)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_190)] | | |
| [Item [removed: 11.](#i_0_205)] [added: 11.](#i00912ac40ef442cfa89e12218a64a07d_193)] | | | [Executive [removed: Compensation](#i_0_205) | | | [129](#i_0_205)] [added: Compensation](#i00912ac40ef442cfa89e12218a64a07d_193)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_193)] | | |
| [Item [removed: 12.](#i_0_208)] [added: 12.](#i00912ac40ef442cfa89e12218a64a07d_196)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_208) | | | [129](#i_0_208)] [added: Matters](#i00912ac40ef442cfa89e12218a64a07d_196)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_196)] | | |
| [Item [removed: 13.](#i_0_211)] [added: 13.](#i00912ac40ef442cfa89e12218a64a07d_199)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_211) | | | [129](#i_0_211)] [added: Independence](#i00912ac40ef442cfa89e12218a64a07d_199)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_199)] | | |
| [Item [removed: 14.](#i_0_214)] [added: 14.](#i00912ac40ef442cfa89e12218a64a07d_202)] | | | [Principal Accounting Fees and [removed: Services](#i_0_214) | | | [129](#i_0_214)] [added: Services](#i00912ac40ef442cfa89e12218a64a07d_202)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_202)] | | |
| [PART [removed: IV.](#i_0_217) | | |] [added: IV.](#i00912ac40ef442cfa89e12218a64a07d_205)] | | | | | | | | |
| [Item [removed: 15.](#i_0_220)] [added: 15.](#i00912ac40ef442cfa89e12218a64a07d_208)] | | | [Exhibits, Financial Statement [removed: Schedules](#i_0_220) | | | [129](#i_0_220)] [added: Schedules](#i00912ac40ef442cfa89e12218a64a07d_208)] | | | [added: [116](#i00912ac40ef442cfa89e12218a64a07d_208)] | | |
| [Item [removed: 16.](#i_0_223)] [added: 16.](#i00912ac40ef442cfa89e12218a64a07d_211)] | | | [Form 10-K [removed: Summary](#i_0_223) | | | [132](#i_0_223)] [added: Summary](#i00912ac40ef442cfa89e12218a64a07d_211)] | | | [added: [119](#i00912ac40ef442cfa89e12218a64a07d_211)] | | |
This Annual Report on Form 10-K, including the sections titled "Business," "Risk [removed: Factors," "Use of Proceeds"] [added: Factors"] and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, involving substantial risks and uncertainties.
- the occurrence of service interruptions and security or privacy [removed: breaches;][added: breaches and related remediation efforts and fines;]
- our expectations regarding the outcome of any [added: regulatory investigation or] litigation;
- the amount and timing of [removed: any] [added: future] repurchases of our Class A common stock under [removed: our] [added: any] share repurchase [removed: programs;][added: program;]
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| [Our Response to the COVID-19 Pandemic](#i00912ac40ef442cfa89e12218a64a07d_2180) | | | | | | [6](#i00912ac40ef442cfa89e12218a64a07d_2180) | | |
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| [Signatures](#i00912ac40ef442cfa89e12218a64a07d_214) | | | | | | [120](#i00912ac40ef442cfa89e12218a64a07d_214) | | |
- our ability to integrate acquisitions, including our recent acquisitions of Poynt Co. and the registry operations of Neustar Inc., our entry into new lines of business and our ability to achieve expected results from our integrations and new lines of business;
- the length and severity of the novel coronavirus (COVID-19) pandemic and its impact on our business, customers and employees;
- the effectiveness of our June 2020 restructuring efforts;
OUR RESPONSE TO THE COVID-19 PANDEMIC
In March 2020, the World Health Organization designated COVID-19 as a global pandemic.
Since that time, governments across the world have mandated orders to slow the transmission of the virus, which, at times, have included "shelter-in-place" orders or quarantines.
Additionally, significant restrictions have been placed on office work, travel and commercial activities, many of which are ongoing or have been reinstated as outbreaks emerge or re-emerge in areas across the world.
Certain cities and countries have experienced improvement as a result of these mitigation strategies.
However, significant uncertainty remains with respect to: i) the duration of the virus; ii) the widespread distribution and long-term efficacy of recently-developed vaccines and the availability of effective treatments; iii) the duration and parameters of governmental measures put in place to control the spread of the virus; and iv) the future economic impacts that will be sustained.
Such uncertainty has caused volatility within the financial markets as well as had a significant negative impact on the global economic and operating environment, including the United States officially entering a recession in the second quarter of 2020.
We have implemented a variety of measures to ensure the availability and functioning of our critical infrastructure to promote the safety and security of our employees and to support the communities in which we operate.
These measures include the cancellation of CloudFest and requiring remote working arrangements for nearly all of our employees as well as for our third-party GoDaddy Guides through at least the end of June 2021.
We continue to follow the guidance of government leaders, as well as health experts, to best determine when to start bringing our employees back into the office.
To date, incremental costs associated with these remote working arrangements have not been material.
We also continue to commit significant resources to our #OpenWeStand movement to support small businesses dealing with the impact of COVID-19 and connect our customers with resources to help their businesses.
The pandemic exacerbated the challenges we face in U.S. outbound sales, specifically, soft customer demand for certain higher-priced, do-it-for-you services such as GoDaddy Social, and reduced the effectiveness of our U.S. outbound calling process.
Given these challenges and the continued uncertainty surrounding the pandemic, we implemented a restructuring plan in June 2020 to address the sustainability of our U.S. outbound sales and operations, as further discussed in Note 13 to our financial statements.
Due to the evolving business environment and government orders, unprecedented market volatility and other circumstances resulting from this pandemic, including the impact on customer demand and employee productivity, we are currently unable to fully determine the extent of its impact on our business in future periods.
The potential effects of COVID-19 could impact us in a number of ways including, but not limited to, reductions to our sales or profitability, less demand for certain of our products, the introduction of new laws and regulations affecting our business, fluctuations in foreign currency and interest rates, the availability and costs of future borrowings, increased credit risks of our customers and counterparties and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets.
In particular, the current global economic slowdown has had a negative impact on subscriptions for certain of our higher-priced services.
In addition, moving our GoDaddy Guides to work remotely has had a negative impact on that team's productivity and its generation of new sales and increased risk of a cybersecurity incident as individuals are working remotely and through a less secure network connection.
We are actively monitoring the pandemic and any potential impacts it may have on our financial position, results of operations and cash flows in the future.
Given the evolving health, economic, social and governmental environments, the continuing impact of COVID-19 on our business remains uncertain.
See "Risk Factors" for additional information on the risks we may face associated with COVID-19.
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| [Signatures](#i_0_226) | | | | | | [133](#i_0_226) | | | | | |
- our ability to integrate acquisitions;
- the amount and timing of any payments we make under tax receivable agreements (TRAs) or for tax distributions;
Item 2. Properties.
2 rewritten, 1 added, 0 removed, 5 unchanged
We lease additional [removed: Customer Care] [added: customer care] centers and offices located throughout the U.S. as well as [removed: internationally] [added: internationally, most significantly] in [removed: Australia,] Bulgaria, [removed: China,] Germany, [removed: India, Norway,] Romania, [removed: Serbia, Spain] [added: Serbia] and the U.K.
We provide our cloud-based products via a network of data centers including (i) an approximately 320,000 square foot data center we own and operate in Phoenix, Arizona; (ii) co-located data centers located throughout the [removed: U.S.] [added: U.S., most significantly] in [removed: Arizona, California, Missouri, Virginia] [added: California] and [removed: New York;] [added: Virginia;] and (iii) co-located [added: international] data [removed: centers located internationally] [added: centers, most significantly] in France, [removed: Germany,] the [removed: Netherlands, Singapore] [added: Netherlands] and [removed: the U.K. Our data center leases expire on various dates through 2033.][added: Singapore.]
Our data center leases expire on various dates through 2033.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6 rewritten, 6 added, 7 removed, 12 unchanged
The [added: following] graph [removed: set forth below compares] [added: compares, for] the [added: five year period ending December 31, 2020, the] cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Standard & Poor's 500 Index (the S&P [removed: 500) and] [added: 500),] the Dow Jones Internet Composite [added: Index and the NASDAQ Internet] Index.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each [removed: index on April 1, 2015, the date our Class A common stock began trading on the NYSE, with relative performance tracked through December 31, 2019.][added: index.]
[removed: ][added: ]
As of December 31, [removed: 2019,] [added: 2020,] there were [removed: 6] [added: 7] holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners [removed: of our Class A common stock] because many shares are held by brokers and other institutions on behalf of stockholders.
Our ability to pay dividends is limited by the covenants of our [added: long-term] debt agreements.
Our board of directors has authorized [removed: two] [added: the] share repurchase programs [removed: as] described in Note [removed: 6] [added: 5] to our audited financial [removed: statements appearing in "Financial Statements and Supplementary Data." Share repurchase activity during the three months ended December 31, 2019 pursuant to our share repurchase programs was as follows:][added: statements.]
In 2020, we began granting certain performance equity awards with vesting based on a relative total shareholder return calculation.
Accordingly, we changed our peer index to the NASDAQ Internet Index to align with the index used for such grants and have included both the current and prior indices in the graph below.
We plan to include only the NASDAQ Internet Index going forward.
See the disclosures in Part I, Item 1A.
"Risk Factors."
There were no share repurchases during the three months ended December 31, 2020.
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| Period | | | | | | Total Number of Shares Purchased (in thousands) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased under the Programs (in millions) | | |
| October 1 - October 31 | | | | | | 959 | | | | | | $ | 61.60 | | | | | 959 | | | | | | | | |
| November 1 - November 30 | | | | | | — | | | | | | N/A | | | | | | — | | | | | | | | |
| December 1 - December 31 | | | | | | — | | | | | | N/A | | | | | | — | | | | | | | | |
| Total | | | | | | 959 | | | | | | | | | | | | 959 | | | | | | $ | 541.4 | |
Item 6. Selected Financial Data
0 rewritten, 1 added, 93 removed, 0 unchanged
This item is no longer required as we have elected to early adopt the changes to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.
You should read the following selected financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing in "Financial Statements and Supplementary Data."
We were incorporated in May 2014 and, pursuant to a series of pre-IPO organizational transactions, became a holding company whose principal asset is a controlling equity interest in Desert Newco.
We are the sole managing member of Desert Newco, and as a result, we consolidate its financial results and report non-controlling interests representing the economic interests held by its other members.
Because our pre-IPO organizational transactions were considered transactions between entities under common control, the financial statements for 2015 have been adjusted to combine the previously separate entities for presentation purposes.
The statements of operations data for the years ended December 31, 2019, 2018 and 2017, and the balance sheets data as of December 31, 2019 and 2018, are derived from our audited financial statements and the related notes appearing in "Financial Statements and Supplementary Data." The statements of operations data for the years ended December 31, 2016 and 2015, and the balance sheets data as of December 31, 2017, 2016 and 2015, are derived from our audited financial statements not included in this Form 10-K.
Our historical results are not necessarily indicative of the results to be expected in any future period.
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| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Statements of Operations Data: | | | (in millions, except shares in thousands and per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenue | | | $ | 2,988.1 | | | | | $ | 2,660.1 | | | | | $ | 2,231.9 | | | | | $ | 1,847.9 | | | | | $ | 1,607.3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Costs and operating expenses(1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of revenue (excluding depreciation and amortization) | | | 1,026.8 | | | | | | 893.9 | | | | | | 775.5 | | | | | | 657.8 | | | | | | 565.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Technology and development | | | 492.6 | | | | | | 434.0 | | | | | | 355.8 | | | | | | 287.8 | | | | | | 270.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marketing and advertising | | | 345.6 | | | | | | 291.4 | | | | | | 253.2 | | | | | | 228.8 | | | | | | 202.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Customer care | | | 348.7 | | | | | | 323.1 | | | | | | 292.3 | | | | | | 242.1 | | | | | | 221.5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General and administrative | | | 362.1 | | | | | | 334.0 | | | | | | 282.4 | | | | | | 221.2 | | | | | | 219.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 209.7 | | | | | | 234.1 | | | | | | 205.8 | | | | | | 160.1 | | | | | | 158.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total costs and operating expenses | | | 2,785.5 | | | | | | 2,510.5 | | | | | | 2,165.0 | | | | | | 1,797.8 | | | | | | 1,638.3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | | 202.6 | | | | | | 149.6 | | | | | | 66.9 | | | | | | 50.1 | | | | | | (31.0) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest expense | | | (92.1) | | | | | | (98.4) | | | | | | (83.0) | | | | | | (57.2) | | | | | | (69.2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss on debt extinguishment | | | (14.8) | | | | | | — | | | | | | (7.3) | | | | | | — | | | | | | (21.4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax receivable agreements liability adjustment | | | 8.7 | | | | | | 14.9 | | | | | | 123.2 | | | | | | (12.5) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other income (expense), net | | | 22.0 | | | | | | 6.9 | | | | | | 7.0 | | | | | | (1.9) | | | | | | 1.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations before income taxes | | | 126.4 | | | | | | 73.0 | | | | | | 106.8 | | | | | | (21.5) | | | | | | (120.6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Benefit (provision) for income taxes | | | 12.0 | | | | | | 9.0 | | | | | | 18.9 | | | | | | (0.4) | | | | | | 0.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | 138.4 | | | | | | 82.0 | | | | | | 125.7 | | | | | | (21.9) | | | | | | (120.4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from discontinued operations, net of income taxes | | | — | | | | | | — | | | | | | 14.1 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | | 138.4 | | | | | | 82.0 | | | | | | 139.8 | | | | | | (21.9) | | | | | | (120.4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less: net income (loss) attributable to non-controlling interests | | | 1.4 | | | | | | 4.9 | | | | | | 3.4 | | | | | | (5.4) | | | | | | (44.8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to GoDaddy Inc. | | | $ | 137.0 | | | | | $ | 77.1 | | | | | $ | 136.4 | | | | | $ | (16.5) | | | | | $ | (75.6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—basic(2): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 0.79 | | | | | $ | 0.50 | | | | | $ | 1.17 | | | | | $ | (0.21) | | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discontinued operations | | | — | | | | | | — | | | | | | 0.08 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to GoDaddy Inc. | | | $ | 0.79 | | | | | $ | 0.50 | | | | | $ | 1.25 | | | | | $ | (0.21) | | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—diluted(2): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 0.76 | | | | | $ | 0.45 | | | | | $ | 0.71 | | | | | $ | (0.21) | | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to GoDaddy Inc. | | | $ | 0.76 | | | | | $ | 0.45 | | | | | $ | 0.79 | | | | | $ | (0.21) | | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted-average shares of Class A common stock outstanding(2): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: all 0 rewritten, all 1 added and 40 of 93 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2020 filing and the FY2019 filing.
Item 8. Financial Statements and Supplementary Data
509 rewritten, 354 added, 331 removed, 551 unchanged
| Index to Consolidated Financial Statements | | | | | | [removed: | | |]
| | | | Page | | | [removed: | | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#i_0_76) | | | [81](#i_0_76)] [added: Firm](#i00912ac40ef442cfa89e12218a64a07d_76)] | | | [added: [74](#i00912ac40ef442cfa89e12218a64a07d_76)] | | |
| [Consolidated Balance [removed: Sheets](#i_0_82) | | | [83](#i_0_82)] [added: Sheets](#i00912ac40ef442cfa89e12218a64a07d_82)] | | | [added: [76](#i00912ac40ef442cfa89e12218a64a07d_82)] | | |
| [Consolidated Statements of [removed: Operations](#i_0_88) | | | [84](#i_0_88)] [added: Operations](#i00912ac40ef442cfa89e12218a64a07d_85)] | | | [added: [77](#i00912ac40ef442cfa89e12218a64a07d_85)] | | |
[removed: | [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income](#i_0_94) | | | [85](#i_0_94) | | | | | |][added: Income (Loss)]
[removed: | [Consolidated] [added: Consolidated] Statements of Stockholders' [removed: Equity](#i_0_97) | | | [86](#i_0_97) | | | | | |][added: Equity (Deficit)]
| [Consolidated Statements of Cash [removed: Flows](#i_0_100) | | | [89](#i_0_100)] [added: Flows](#i00912ac40ef442cfa89e12218a64a07d_97)] | | | [added: [81](#i00912ac40ef442cfa89e12218a64a07d_97)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i_0_103) | | | [91](#i_0_103)] [added: Statements](#i00912ac40ef442cfa89e12218a64a07d_100)] | | | [added: [83](#i00912ac40ef442cfa89e12218a64a07d_100)] | | |
We have audited the accompanying consolidated balance sheets of GoDaddy Inc. (the Company) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] stockholders' [removed: equity,] [added: equity (deficit),] and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the [removed: "financial] [added: "consolidated financial] statements").
In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 20, 2020] [added: 19, 2021] expressed an unqualified opinion thereon.
These [added: consolidated] financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's [added: consolidated] financial statements based on our audits.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the [added: consolidated] financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the [added: consolidated] financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the [added: consolidated] financial statements.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the [added: consolidated] financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the [added: consolidated] financial statements and (2) involved [added: our] especially challenging, subjective or complex judgments.
The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
| [added: Payable pursuant to tax receivable agreements] | | | [added: 0.2] | | | [removed: Payable to Related Parties Pursuant to Tax Receivable Agreements] | | | [added: — | | |]
| | | | December 31, | | | | | | | | | [removed: | | | | | |]
| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [added: 2018] | | |
| Assets | | | | | | | | | | | | [removed: | | | | | |]
| Current assets: | | | | | | | | | | | | [removed: | | | | | |]
| Cash and cash equivalents | | | $ | [removed: 1,062.8] [added: 765.2] | | | | | $ | [removed: 932.4 | | | | | |] [added: 1,062.8] | |
| Short-term investments | | | [removed: 23.6 | | | | | | 18.9] [added: —] | | | | | | [added: 23.6] | | |
| Accounts and other receivables | | | [removed: 30.2 | | | | | | 26.4] [added: 41.8] | | | | | | [added: 30.2] | | |
| Registry deposits | | | [removed: 27.2 | | | | | | 28.3] [added: 31.1] | | | | | | [added: 27.2] | | |
| Prepaid domain name registry fees | | | [removed: 382.6 | | | | | | 363.2] [added: 392.4] | | | | | | [added: 382.6] | | |
| Prepaid expenses and other current assets | | | [removed: 48.9 | | | | | | 58.1] [added: 60.8] | | | | | | [added: 48.9] | | |
| Total current assets | | | [removed: 1,575.3 | | | | | | 1,427.3] [added: 1,291.3] | | | | | | [added: 1,575.3] | | |
| Property and equipment, net | | | [removed: 258.6 | | | | | | 299.0] [added: 257.3] | | | | | | [added: 258.6] | | |
| Operating lease assets | | | [removed: 196.6 | | | | | | —] [added: 142.0] | | | | | | [added: 196.6] | | |
| Prepaid domain name registry fees, net of current portion | | | [removed: 179.3 | | | | | | 183.6] [added: 176.1] | | | | | | [added: 179.3] | | |
| Goodwill | | | [removed: 2,976.5 | | | | | | 2,948.0] [added: 3,275.1] | | | | | | [added: 2,976.5] | | |
| Intangible assets, net | | | [removed: 1,097.7 | | | | | | 1,211.5] [added: 1,255.1] | | | | | | [added: 1,097.7] | | |
| Other assets | | | [removed: 17.2 | | | | | | 14.0] [added: 36.0] | | | | | | [added: 17.2] | | |
| Total assets | | | $ | [removed: 6,301.2] [added: 6,432.9] | | | | | $ | [removed: 6,083.4 | | | | | |] [added: 6,301.2] | |
| Liabilities and stockholders' [removed: equity | | | | | |] [added: equity (deficit)] | | | | | | | | | | | |
| | | | | | | Business Combination – Valuation of Acquired Intangible Asset | | |
| Description of the Matter | | | | | | As discussed in Note 3 of the consolidated financial statements, the Company completed the acquisition of the registry operations of Neustar Inc. in August 2020 for purchase consideration consisting of $217.2 million in cash and the settlement of $19.4 million in pre-existing contractual relationships. The Company accounted for this transaction as a business combination. Auditing management's accounting for the acquisition was complex due to the significant estimation uncertainty in determining the fair value of the acquired indefinite-lived contractual-based asset totaling $67.0 million. The contractual-based intangible asset was valued using an income-based approach. The fair value determinations of the asset acquired required management to make estimates and significant assumptions regarding the future cash flows of the intangible asset, including revenue growth rates, earnings metrics, economic life, and discount rate. These significant assumptions were forward-looking and could be affected by future market and economic conditions. | | |
| How We Addressed the Matter in Our Audit | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls that address the risks of material misstatement relating to valuation of the acquired intangible asset. For example, we tested controls over management's review of the valuation model for the acquired intangible asset, as well as the completeness and accuracy of the valuation inputs. To test the estimated fair value of the intangible asset, our audit procedures included, among others, assessing the fair value methodology used by the Company and testing the significant assumptions and the underlying data used by the Company in its analyses. We involved firm valuation specialists to assist us in our evaluation of the Company's valuation model, related assumptions and outputs of the valuation model. We evaluated the methodology used by the Company and significant assumptions included in the fair value estimate. | | |
February 19, 2021
| | | | 2020 | | | | | | 2019 | | |
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| Restructuring charges | | | 43.6 | | | | | | — | | | | | | — | | |
| Basic | | | $ | (2.94) | | | | | $ | 0.79 | | | | | $ | 0.50 | |
| Diluted | | | $ | (2.94) | | | | | $ | 0.76 | | | | | $ | 0.45 | |
| ___________________________ | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | Class A Common Stock | | | | | | | | | | | | Class B Common Stock | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Retained Earnings (Accumulated Deficit) | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Non- Controlling Interests | | | | | | Total | | |
| | | | | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (495.1) | | | | | | — | | | | | | 1.0 | | | | | | (494.1) | | |
| Equity-based compensation, including amounts capitalized | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 193.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 193.9 | | |
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| Repurchases of Class A common stock | | | | | | | | | (9,986) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (541.7) | | | | | | — | | | | | | — | | | | | | (541.7) | | |
| Stock option exercises | | | | | | | | | 2,613 | | | | | | — | | | | | | — | | | | | | — | | | | | | 79.6 | | | | | | — | | | | | | — | | | | | | (1.9) | | | | | | 77.7 | | |
| Exchanges of LLC units | | | | | | | | | 802 | | | | | | — | | | | | | (802) | | | | | | — | | | | | | 2.2 | | | | | | — | | | | | | | | | | | | (2.2) | | | | | | — | | |
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| Balance at December 31, 2020 | | | | | | | | | 169,157 | | | | | | $ | 0.2 | | | | | 688 | | | | | | $ | — | | | | | $ | 1,308.8 | | | | | $ | (1,190.9) | | | | | $ | (131.0) | | | | | $ | 1.1 | | | | | $ | (11.8) | |
| Net income (loss) | | | $ | (494.1) | | | | | $ | 138.4 | | | | | $ | 82.0 | |
| Depreciation and amortization | | | 202.7 | | | | | | 209.7 | | | | | | 234.1 | | |
| Non-cash restructuring charges | | | 29.0 | | | | | | — | | | | | | — | | |
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| Issuance of term loans | | | 746.3 | | | | | | — | | | | | | — | | |
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| Settlement of tax receivable agreements | | | (849.8) | | | | | | — | | | | | | — | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Description of the Matter* | | | | | | As discussed in Notes 2 and 16 of the December 31, 2019 consolidated financial statements, the Company has recorded a $175.3 million liability, payable to counterparties pursuant to Tax Receivable Agreements (TRA). The TRA liability represents the amount the Company estimates to pay to the counterparties to the TRA that are former owners of the Company (pre-IPO owners). The liability is computed as 85% of the estimated cash tax savings to be received by the Company from utilizing the positive tax attributes contributed by pre-IPO owners. Auditing the TRA liability computation each period is a complex process as a result of the assumptions and management judgement utilized in the determination of the expected cash tax savings to be realized. In particular, estimated future taxable income can be sensitive to changes in the assumed revenue growth rate and expected operating margin, which are affected by expectations about future market conditions and are inherently uncertain due to their forward-looking nature. | | |
| *How We Addressed the Matter in Our Audit* | | | | | | We tested controls that address the risks of material misstatement relating to the measurement of the TRA liability. For example, we tested controls over management's review of the sensitivity of the projections of future taxable income to the recorded TRA liability. Our audit procedures included, among others, independent recalculations of the recorded liability. We also evaluated management's estimates used in developing a forecast of future taxable income. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. | | |
| | | | | | | Legal Contingencies | | |
| *Description of the Matter* | | | | | | As described in Note 13 to the consolidated financial statements, the Company accrues for losses and defense costs related to legal contingencies at the time a loss is probable, and the amount of loss can be reasonably estimated. At December 31, 2019, the Company's legal liability reserve balance included $18.1 million, relating primarily to a single legal matter. The Company believes there is a range of estimated losses with respect to this matter, with $35.0 million representing the high end of the range. Auditing management's accounting for and disclosure of loss contingencies related to the primary legal matter in which a loss was determined to be probable was challenging due to the significant judgment required to develop the key assumptions utilized to measure the liability and the nature of information available given the early stages of the settlement process and the limited historical information available. | | |
| *How We Addressed the Matter in Our Audit* | | | | | | We tested controls that address the risks of material misstatement relating to legal contingencies. For example, we tested controls over management's review of the model used to estimate the probable loss and potential range of loss, as well as significant assumptions utilized. We also tested management's controls over the completeness and accuracy of the data consumed. Our audit procedures also included, among others, evaluating the Company's method of measuring the reserve for the settlement of the claims, the analyses of determining the range of possible losses, and the accuracy and completeness of the data used in the analyses. We also discussed with the Company's internal and external legal counsel the development of the range of loss and evaluated new or contrary information affecting the estimate. Additionally, we assessed the adequacy of the Company's disclosures included in Note 13 in relation to these matters. | | |
February 20, 2020
GoDaddy Inc.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Income from continuing operations | | | 138.4 | | | | | | 82.0 | | | | | | 125.7 | | | | | | | | | | | | | | |
| Income from discontinued operations, net of income taxes | | | — | | | | | | — | | | | | | 14.1 | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 0.79 | | | | | $ | 0.50 | | | | | $ | 1.17 | | | | | | | | | | | | | |
| Discontinued operations | | | — | | | | | | — | | | | | | 0.08 | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 0.76 | | | | | $ | 0.45 | | | | | $ | 0.71 | | | | | | | | | | | | | |
| ___________________________ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In millions, except shares in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2016 | | | | | | | | | 88,558 | | | | | | $ | 0.1 | | | | | 78,554 | | | | | | $ | 0.1 | | | | | $ | 608.3 | | | | | $ | (48.7) | | | | | $ | 2.7 | | | | | $ | 151.7 | | | | | $ | 714.2 | | | | | | | | | | | | | |
| Net income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 136.4 | | | | | | — | | | | | | 3.4 | | | | | | 139.8 | | | | | | | | | | | | | | |
| Sales of Class A common stock, net of issuance costs | | | | | | | | | 721 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21.3 | | | | | | | | | | | | | | |
| Stock option exercises | | | | | | | | | 6,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 80.9 | | | | | | — | | | | | | — | | | | | | (19.8) | | | | | | 61.1 | | | | | | | | | | | | | | |
| Repurchases of LLC units | | | | | | | | | — | | | | | | — | | | | | | (7,345) | | | | | | — | | | | | | (275.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | (275.0) | | | | | | | | | | | | | | |
| Exchanges of LLC units | | | | | | | | | 36,203 | | | | | | — | | | | | | (36,203) | | | | | | (0.1) | | | | | | 28.7 | | | | | | — | | | | | | — | | | | | | (28.7) | | | | | | (0.1) | | | | | | | | | | | | | | |
| Sales of Class A common stock, net of issuance costs | | | | | | | | | 8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
| Impact of adoption of lease accounting standard | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.3 | | | | | | — | | | | | | — | | | | | | 3.3 | | | | | | | | | | | | | | |
| Liability pursuant to tax receivable agreements resulting from exchanges of LLC Units | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (9.7) | | | | | | | | | | | | | | |
| Equity-based compensation | | | 147.0 | | | | | | 125.5 | | | | | | 76.4 | | | | | | | | | | | | | | |
| Gain on sale of discontinued operations | | | — | | | | | | — | | | | | | (33.2) | | | | | | | | | | | | | | |
| Net proceeds from sale of discontinued operations, including post-closing adjustments | | | — | | | | | | (4.3) | | | | | | 447.7 | | | | | | | | | | | | | | |
| Debt issued to finance HEG acquisition | | | — | | | | | | — | | | | | | 1,953.1 | | | | | | | | | | | | | | |
| Sales of Class A common stock, net of issuance costs | | | — | | | | | | — | | | | | | 22.9 | | | | | | | | | | | | | | |
| Repayment of HEG acquisition bridge financing | | | — | | | | | | — | | | | | | (596.6) | | | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Supplemental information for non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [Note 4](#i_0_124) | | | [Sale of Discontinued Operations](#i_0_124) | | | [105](#i_0_124) | | |
| [Note 12](#i_0_2266) | | | [Leases](#i_0_2266) | | | [116](#i_0_2266) | | |
| [N](#i_0_157)[ote 13](#i_0_157) | | | [Commitments and Contingencies](#i_0_157) | | | [117](#i_0_157) | | |
An excerpt. Shown here: 40 of 509 rewritten, 40 of 354 added and 40 of 331 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures
12 rewritten, 2 added, 1 removed, 23 unchanged
Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), [added: who are our principal executive officer and principal financial officer,] evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.
Based on this evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2019,] [added: 2020,] our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting occurred during the quarter ended December 31, [removed: 2019] [added: 2020] that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only [removed: reasonable] [added: reasonable, not absolute,] assurance of achieving the desired control objectives.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) [added: and 15d-15(f)] of the Exchange Act).
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.
We have audited GoDaddy Inc.'s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, GoDaddy Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2019] consolidated [removed: financial statements] [added: balance sheets] of the Company [added: as of December 31, 2020] and [added: 2019, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020 and the related notes and] our report dated February [removed: 20, 2020] [added: 19, 2021] expressed an unqualified opinion thereon.
The Company's management is responsible for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting.
The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
February 19, 2021
February 20, 2020
Item 10. Directors, Executive Officers and Corporate Governance
2 rewritten, 0 added, 0 removed, 4 unchanged
The information required by this item will be included in our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, [removed: 2019 (the] 2020 [added: (the 2021] Proxy Statement) and is incorporated herein by reference.
The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption "Delinquent Section 16(a) Reports" in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
49 rewritten, 14 added, 11 removed, 12 unchanged
| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | [removed: | | | | | | | | |]
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | File No. | | | Exhibit | | | Filing Date | | | [removed: | | | | | | | | |]
| 2.1 | | | | | | [Reorganization Agreement dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex21.htm) | | | | | | 8-K | | | 001-36904 | | | 2.1 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of GoDaddy Inc.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex31.htm) | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 3.2 | | | | | | [Amended and Restated Bylaws of GoDaddy [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex32.htm)] [added: Inc., dated September 9, 2020](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000134/amendedandrestatedbyla.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 3.2 | | | 4/6/2015 | | | | | |] [added: 3.1] | | | [added: 9/11/2020] | | |
| 4.1 | | | | | | [Specimen common stock certificate of GoDaddy Inc.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515097553/d728713dex41.htm) | | | | | | S-1/A | | | 333-196615 | | | 4.1 | | | 3/19/2015 | | | [removed: | | | | | | | | |]
| 4.2 | | | | | | [Amended and Restated Registration Rights Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex103.htm) | | | | | | 8-K | | | 001-36904 | | | 10.3 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 4.3 | | | | | | [Stockholder Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex104.htm) | | | | | | 8-K | | | 001-36904 | | | 10.4 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 4.4 | | | | | | [Exchange Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex102.htm) | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 4.5+ | | | | | | [GoDaddy Inc. 2015 Equity Incentive Plan, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000119312515115179/d899447dex42.htm) | | | | | | S-8 | | | 333-203166 | | | 4.2 | | | 4/1/2015 | | | [removed: | | | | | | | | |]
| 4.6+ | | | | | | [GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended on June 27, 2016, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000295/gddy10qexhibit41-amendedes.htm) | | | | | | 10-Q | | | 001-36904 | | | 4.1 | | | 11/2/2016 | | | [removed: | | | | | | | | |]
| 4.7+ | | | | | | [Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000119312515115179/d899447dex44.htm) | | | | | | S-8 | | | 333-203166 | | | 4.4 | | | 4/1/2015 | | | [removed: | | | | | | | | |]
| 4.8+ | | | | | | [Bootstrap, Inc. 2008 Stock Plan, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000119312515050384/d728713dex1011.htm) | | | | | | S-1/A | | | 333-196615 | | | 10.11 | | | 2/13/2015 | | | [removed: | | | | | | | | |]
| 4.9+ | | | | | | [The Go Daddy Group, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1609711/000119312515097553/d728713dex1028.htm) | | | | | | S-1/A | | | 333-196615 | | | 10.28 | | | 3/19/2015 | | | [removed: | | | | | | | | |]
| [removed: 4.10*] [added: 4.10] | | | | | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1609711/000160971120000022/exhibit410-description.htm) | | | | | | | | |] [added: Stock](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000022/exhibit410-description.htm)] | | | | | | [added: 10-K] | | | [added: 333-196615] | | | [added: 4.10] | | | [added: 2/21/2020] | | |
| 10.1 | | | | | | [Third Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex101.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 10.2 | | | | | | [Tax Receivable Agreement (Exchanges) dated as of March 31, 2015, by and among GoDaddy Inc. and the persons named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex105.htm) | | | | | | 8-K | | | 001-36904 | | | 10.5 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 10.3 | | | | | | [Tax Receivable Agreement (KKR Co-Invest Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and GDG Co-Invest Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex106.htm) | | | | | | 8-K | | | 001-36904 | | | 10.6 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 10.4 | | | | | | [Tax Receivable Agreement (KKR Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and KKR 2006 GDG Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex107.htm) | | | | | | 8-K | | | 001-36904 | | | 10.7 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 10.5 | | | | | | [Tax Receivable Agreement (SLP Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and SLP III Kingdom Feeder I, L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex108.htm) | | | | | | 8-K | | | 001-36904 | | | 10.8 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| 10.6 | | | | | | [Tax Receivable Agreement (TCV Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and TCV VII (A) L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex109.htm) | | | | | | 8-K | | | 001-36904 | | | 10.9 | | | 4/6/2015 | | | [removed: | | | | | | | | |]
| [removed: 10.7] [added: 10.13] | | | | | | [Registrar Accreditation Agreement, dated July 14, 2013, by and between GoDaddy.com, LLC and Internet Corporation for Assigned Names and Numbers](http://www.sec.gov/Archives/edgar/data/1609711/000119312514230425/d728713dex1016.htm) | | | | | | S-1 | | | 333-196615 | | | 10.16 | | | 6/9/2014 | | | [removed: | | | | | | | | |]
| [removed: 10.8] [added: 10.14] | | | | | | [.COM Registry-Registrar Agreement, dated July 5, 2012, by and between GoDaddy.com, LLC and VeriSign, Inc.](http://www.sec.gov/Archives/edgar/data/1609711/000119312514230425/d728713dex1017.htm) | | | | | | S-1 | | | 333-196615 | | | 10.17 | | | 6/9/2014 | | | [removed: | | | | | | | | |]
| [removed: 10.9] [added: 10.15] | | | | | | [Amendment No. 5 to Credit Agreement, including as Annex A, the Second Amended and Restated Credit Agreement, dated as of February 15, 2017, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., RBC Capital Markets, KKR Capital Markets LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., and Citigroup Global Markets, Inc. (the Fifth Amendment)](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000029/ex101-creditagreement.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 2/16/2017 | | | [removed: | | | | | | | | |]
| [removed: 10.10] [added: 10.17] | | | | | | [Amendment No. 1 to the Fifth Amendment, dated as of November 22, 2017](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000265/ex101-godaddyrepricingamen.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 11/22/2017 | | | [removed: | | | | | | | | |]
| [removed: 10.11] [added: 10.18] | | | | | | [Amendment No. 3 to the Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto, and Barclays Bank PLC, effective as of October 3, 2019](http://www.sec.gov/Archives/edgar/data/1609711/000160971119000222/ex101-godaddy2019repri.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 10/4/2019 | | | [removed: | | | | | | | | |]
| [removed: 10.12] [added: 10.16] | | | | | | [Technical Amendment to the Fifth Amendment](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000113/a102technicalamendment-bri.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 5/26/2017 | | | [removed: | | | | | | | | |]
| [removed: 10.13] [added: 10.20] | | | | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1609711/000119312515060244/d728713dex1020.htm)] [added: Agreement between the Company and its directors and officers](http://www.sec.gov/Archives/edgar/data/1609711/000119312515060244/d728713dex1020.htm)] | | | | | | S-1/A | | | 333-196615 | | | 10.20 | | | 2/24/2015 | | | [removed: | | | | | | | | |]
| [removed: 10.14+] [added: 10.21+] | | | | | | [Executive Incentive Compensation Plan](http://www.sec.gov/Archives/edgar/data/1609711/000119312515060244/d728713dex1022.htm) | | | | | | S-1/A | | | 333-196615 | | | 10.22 | | | 2/24/2015 | | | [removed: | | | | | | | | |]
| [removed: 10.16] [added: 10.24+] | | | | | | [removed: [Unit Purchase] [added: [Employment] Agreement, dated [removed: as of May 4, 2017,] [added: September 20, 2016,] by and among [added: GoDaddy.com, LLC,] Desert Newco, LLC and [removed: the entities identified on Schedule A thereto](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000093/ex101unitpurchaseagreement.htm)] [added: Nima Kelly](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000091/ex101kellyemploymentagreem.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | 001-36904 | | | 10.1 | | | [removed: 5/10/2017 | | | | | | | | |] [added: 5/8/2017] | | |
| [removed: 10.17+] [added: 10.22+] | | | | | | [Employment Agreement, dated as of September 4, 2019, by and among GoDaddy.com, LLC, Desert Newco, LLC and Aman Bhutani](http://www.sec.gov/Archives/edgar/data/1609711/000160971119000228/exhibit102-bhutaniempl.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.2 | | | 11/7/2019 | | | [removed: | | | | | | | | |]
| [removed: 10.18+] [added: 10.23+] | | | | | | [removed: [Amendment to the Employment Agreement] [added: [Employment Agreement, dated as of August 1, 2016,] by and among GoDaddy.com, LLC, Desert Newco, LLC and [removed: Scott Wagner, dated as of July 30, 2019](http://www.sec.gov/Archives/edgar/data/1609711/000160971119000228/exhibit101-wagneremplo.htm)] [added: Ray E. Winborne](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000295/gddy10qexhibit101-winborne.htm)] | | | | | | 10-Q | | | 001-36904 | | | [removed: 10.2 | | | 11/7/2019 | | | | | |] [added: 10.1] | | | [added: 11/2/2016] | | |
| [removed: 10.24+] [added: 10.25+] | | | | | | [Offer Letter, dated February 18, 2016, between GoDaddy Inc. and Brian Sharples](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000071/a101-offerletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 3/10/2016 | | | [removed: | | | | | | | | |]
| [removed: 10.25+] [added: 10.26+] | | | | | | [Offer Letter, dated January 16, 2018, between GoDaddy Inc. and Mark Garrett](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000020/ex101garrettofferletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 2/2/2018 | | | [removed: | | | | | | | | |]
| [removed: 10.26+] [added: 10.27+] | | | | | | [Offer Letter, dated July 24, 2018, between GoDaddy Inc. and Caroline Donahue](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000176/ex101-donahueofferletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 8/2/2018 | | | [removed: | | | | | | | | |]
| [removed: 10.27+] [added: 10.28+] | | | | | | [Offer Letter, dated July 24, 2018, between GoDaddy Inc. and Ryan Roslansky](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000176/ex102-roslanskyofferletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | 8/2/2018 | | | [removed: | | | | | | | | |]
| 21.1* | | | | | | [List of subsidiaries of GoDaddy [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971120000022/a201910-kxex211xsubsid.htm) | | | | | | | | |] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a2020xex211xsubsidiaries.htm)] | | | | | | | | | | | | | | | | | |
| 23.1* | | | | | | [Consent of independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971120000022/a201910-kx231eyconsent.htm) | | | | | | | | |] [added: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a202010-kx231eyconsent.htm)] | | | | | | | | | | | | | | | | | |
| 24.1* | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i_0_226) | | | | | | | | |] [added: 10-K)](#i00912ac40ef442cfa89e12218a64a07d_214)] | | | | | | | | | | | | | | | | | |
| 31.1* | | | | | | [Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971120000022/a201910-kxexhibit311.htm) | | | | | | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a202010-kxexhibit311.htm)] | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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| 10.7 | | | | | | [Amendment No. 1 to the Tax Receivable Agreement (Exchanges), dated July 31, 2020, by and among the Company and the parties named therein.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit101-traexchange.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 8/5/2020 | | |
| 10.8 | | | | | | [TRA (Exchanges) Termination and Release Agreement, dated July 31, 2020, by and among the Company and the parties named therein and subsequently becoming parties thereto](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit102-traexchange.htm) | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | 8/5/2020 | | |
| 10.9 | | | | | | [TRA (KKR Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and KKR 2006 GDG Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit103-trakkrreorg.htm) | | | | | | 8-K | | | 001-36904 | | | 10.3 | | | 8/5/2020 | | |
| 10.10 | | | | | | [TRA (KKR Co-Invest Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and GDG Co-Invest Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit104-trakkrcoxin.htm) | | | | | | 8-K | | | 001-36904 | | | 10.4 | | | 8/5/2020 | | |
| 10.11 | | | | | | [TRA (SLP Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and SLP III Kingdom Feeder I, L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit105-traslpreorg.htm) | | | | | | 8-K | | | 001-36904 | | | 10.5 | | | 8/5/2020 | | |
| 10.12 | | | | | | [TRA (TCV Reorganization) Termination and Release Agreement, by and between the Company and TCV VII (A) L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000105/exhibit104-trakkrcoxin.htm) | | | | | | 8-K | | | 001-36904 | | | 10.6 | | | 8/5/2020 | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | File No. | | | Exhibit | | | Filing Date | | |
| 10.19 | | | | | | [Joinder and Fourth Amendment Agreement to the Second Amended and Restated Credit Agreement, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions party thereto, and Barclays Bank PLC, effective as of August 10, 2020.](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000115/godaddy-joinderandfour.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 8/13/2020 | | |
| 10.29+ | | | | | | [Offer Letter, dated February 7, 2020, between GoDaddy Inc. and Leah Sweet](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000004/ex101sweetdirectoroffe.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 2/10/2020 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2.2# | | | | | | [Agreement on the sale and purchase of all shares in Host Europe Holdings Limited and certain loan notes issued by Host Europe Finance Co. Limited, dated as of December 5, 2016, by and among Go Daddy Operating Company, LLC, Desert Newco, LLC, the Cinven Sellers identified on Schedule 1 thereto, the Minority Sellers identified in Schedule 2 thereto, the Management Sellers identified on Schedule 3 thereto, and Cinven Capital Management (V) GP Ltd, as the Sellers' Representative](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000329/exhibit21_spa.htm) | | | | | | 8-K | | | 001-36904 | | | 2.1 | | | 12/9/2016 | | | | | | | | | | | |
| 2.3 | | | | | | [Management Warranty Deed, dated as of December 5, 2016, by and among Patrick Pulvermüller and Tobias Mohr and Go Daddy Operating Company, LLC](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000329/ex22_managementwarrantydeed.htm) | | | | | | 8-K | | | 001-36904 | | | 2.2 | | | 12/9/2016 | | | | | | | | | | | |
| 2.4# | | | | | | [Share Purchase Agreement, dated July 15, 2017, by and between Host Europe GmbH and Blitz 17-568](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000152/ex21spa.htm) | | | | | | 8-K | | | 001-36904 | | | 2.1 | | | 7/18/2017 | | | | | | | | | | | |
| 10.15 | | | | | | [Form of Indemnification Agreement between the Company and its directors and officers](http://www.sec.gov/Archives/edgar/data/1609711/000119312515060244/d728713dex1020.htm) | | | | | | S-1/A | | | 333-196615 | | | 10.20 | | | 2/24/2015 | | | | | | | | | | | |
| 10.19+ | | | | | | [Employment Agreement, dated as of September 4, 2019, by and among GoDaddy.com, LLC, Desert Newco, LLC and Andrew Low Ah Kee](http://www.sec.gov/Archives/edgar/data/1609711/000160971119000228/exhibit103-lowahkeeemp.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.2 | | | 11/7/2019 | | | | | | | | | | | |
| 10.20+ | | | | | | [Employment Agreement, dated August 21, 2017, by and among GoDaddy.com, LLC, Desert Newco, LLC and Scott Wagner](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000249/ex102-wagnerceoemploymenta.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.2 | | | 11/8/2017 | | | | | | | | | | | |
| 10.21+ | | | | | | [Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and James Carroll](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000172/exhibit101carrollemploymen.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.1 | | | 8/4/2016 | | | | | | | | | | | |
| 10.22+ | | | | | | [Employment Agreement, dated as of August 1, 2016, by and among GoDaddy.com, LLC, Desert Newco, LLC and Ray E. Winborne](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000295/gddy10qexhibit101-winborne.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.1 | | | 11/2/2016 | | | | | | | | | | | |
| 10.23+ | | | | | | [Employment Agreement, dated September 20, 2016, by and among GoDaddy.com, LLC, Desert Newco, LLC and Nima Kelly](http://www.sec.gov/Archives/edgar/data/1609711/000160971117000091/ex101kellyemploymentagreem.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.1 | | | 5/8/2017 | | | | | | | | | | | |
An excerpt. Shown here: 40 of 49 rewritten, all 14 added and all 11 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
24 rewritten, 2 added, 2 removed, 12 unchanged
| Date: | | | February [removed: 20, 2020] [added: 19, 2021] | | | /s/ Aman Bhutani | | |
| Signature | | | | | | | | | [removed: | | |] Title | | | | | | Date | | |
| /s/ Aman Bhutani | | | | | | | | | [removed: | | |] Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Aman Bhutani | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Ray E. Winborne | | | | | | | | | [removed: | | |] Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Ray E. Winborne | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Nick Daddario | | | | | | | | | [removed: | | |] Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Nick Daddario | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Charles J. Robel | | | | | | | | | [removed: | | |] Chairman of the Board of Directors | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Charles J. Robel | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Herald Y. Chen | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Herald Y. Chen | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Caroline F. Donahue | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Caroline F. Donahue | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Mark Garrett | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Mark Garrett | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Ryan Roslansky | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Ryan Roslansky | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Brian H. Sharples | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Brian H. Sharples | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Leah Sweet | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Leah Sweet | | | | | | | | | | | | | | | | | | [removed: | | |]
| /s/ Lee E. Wittlinger | | | | | | | | | [removed: | | |] Director | | | | | | February [removed: 20, 2020] [added: 19, 2021] | | |
| Lee E. Wittlinger | | | | | | | | | | | | | | | | | | [removed: | | |]
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