GoDaddy (GDDY) 10-K risk factor changes: FY2021 vs FY2020

[removed: *Our] [added: Our] operations and financial results are subject to various risks and uncertainties, including those described [removed: below.][added: below and the other information in this Annual Report on Form 10-K and in our other public filings.]

If any of the following risks [removed: occur or risks we are unaware of] occur, our business, financial condition, [added: reputation,] operating results and growth prospects could be materially and adversely [removed: affected.*][added: affected.]

[removed: - We may] [added: If we] fail to protect [removed: and] [added: or] promote our [removed: brand.][added: brand, our business and competitive position may be harmed.]

[removed: - Evolving] [added: Evolving] technologies and [added: administration of the Internet, and the] resulting changes in customer behavior [removed: or] [added: and] customer practices may impact the value of and demand for [added: our products, including] domain [removed: names.][added: names and our websites.]

- 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, [added: which we expect will continue to intensify,] and we may not be able to maintain or improve our competitive position or market share.

- We may enter into new lines of business [removed: or] [added: that] offer new products [added: and services,] which may subject us to additional risks.

The rate at which new and existing customers purchase and renew subscriptions to our products could fluctuate or decline as a result of 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 the support provided by our 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, [added: and] the frequency and severity of any system outages, breaches, or technological change.

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, including as a result of the current global economic slowdown.][added: rapidly.]

If we fail to accurately predict customers' changing needs, [removed: 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: Poynt, Over,] [added: GoDaddy Payments (formerly Poynt), GoDaddy Studio (formerly Over),] Uniregistry's registrar and brokerage business, [removed: Neustar] [added: several registry businesses including Neustar,] and SkyVerge, and those related to our partner programs, such as Microsoft.

We must continue to commit significant resources to develop our technology [removed: in order] to maintain our competitive position, and these commitments will be made without knowing whether such investments will result in products our customers need and will buy.

We may experience technical [added: or other] complications during such migration, which could result in a poor customer experience and which could have an adverse impact on our operating results.

We have invested, and expect to continue to invest, substantial resources to increase our brand awareness, both generally and in specific geographies and to specific customer groups, such as [removed: Partners.][added: individual entrepreneurs, Partners, including designers, developers and agencies, and Domain Investors.]

However, [removed: people increasingly use] search engines [added: are increasingly being used] to find and access [removed: websites as an alternative to typing] a website [removed: address directly into a] [added: rather than using the] web browser navigation bar.

If search engines modify their algorithms, our websites may appear less prominently or not at all in search results, which could result in reduced traffic to [removed: our] [added: such] websites.

In addition, businesses are increasingly relying solely on social media applications, such as Instagram, to reach [removed: customers] [added: their customers,] and consumers are accessing the Internet more frequently through applications on mobile devices.

If we are unable to effectively integrate our products within these applications [removed: and] [added: or] on these devices, we may lose market share.

Our competitors include providers of domain registration services, web-hosting solutions, website creation and management solutions, e-commerce enablement providers, [added: payment facilitation providers,] cloud computing service and online security providers, alternative web presence and marketing solutions providers and providers of productivity tools such as business-class email.

We expect competition to increase in the future from competitors in the domain and hosting and presence markets, such as United Internet, [removed: Web.com] [added: Newfold Digital, Namecheap, Automattic, WP Engine] and Donuts, [removed: as well as competition] from companies such as Google, Amazon and Microsoft, which provide web-hosting, other cloud-based [removed: services and] [added: services,] domain name [removed: registration, and Amazon] [added: registration] and [removed: Facebook,] [added: marketing platforms, those companies] which offer Internet marketing [removed: platforms.][added: platforms such as Meta (the parent company of Facebook, Instagram and WhatsApp), TikTok, Yelp and Toast, and Square, BigCommerce, Stripe and PayPal which offer commerce capabilities.]

In addition, we face competition in the website and e-commerce site building market from competitors such as Wix, Squarespace and Shopify, from providers of social media networks and applications including [removed: Facebook] [added: Meta (the parent company of Facebook, Instagram] and [added: WhatsApp) and] Tencent, and from digital infrastructure providers including Cloudflare.

In addition, some of our competitors [removed: offer] [added: seek to disrupt the market by offering] their services and products at low or no cost; for example, Cloudflare offers domains at wholesale cost and Let's Encrypt offers security certificates at no cost.

The domain name registration market continues to [removed: develop] [added: evolve] and adapt to changing technology.

This [removed: development] [added: evolution] may include changes in the administration or operation of the Internet, including the creation and institution of alternate systems for directing Internet traffic without using the existing domain name registration system, or fundamental changes in the domain name resolution protocol used by web browsers and other Internet applications.

Bookings outside of the U.S. represented approximately 32%, [removed: 33%] [added: 32%] and [removed: 35%] [added: 33%] of our [removed: totals] [added: total bookings] for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: - compliance with foreign laws, including laws regarding consumer protection, intellectual property, online disclaimers and advertising, liability of online service providers for] activities of customers especially with respect to hosted content, competition, anti-bribery, and more stringent laws in foreign jurisdictions relating to consumer privacy and protection of data collected from individuals and other third parties;

- greater risk of unexpected changes in regulatory practices, tariffs, trade disputes and tax laws and treaties, particularly due to the [removed: U.K.'s] [added: UK's] exit from the E.U. pursuant to Article 50 of the Treaty on [removed: European Union] [added: E.U.] (Brexit);

Furthermore, through our [removed: recent] acquisitions of [removed: Over,] [added: GoDaddy Studio (formerly Over),] Uniregistry's registrar and brokerage business and Neustar's registry business, [removed: we've] [added: we have] continued to expand our international presence with operations in South Africa, Grand Cayman and Colombia.

We have incurred, and will continue to incur, expenses relating to our investments in international operations and infrastructure, such [removed: as] [added: as: (i)] the expansion of our offerings and marketing presence in India, Europe, Latin America, the Middle East and North Africa, and Asia; [added: (ii)] our targeted marketing spending to attract new customer groups, such as Partners and Independents in non-U.S. markets; and [added: (iii)] investments in software systems and additional data center resources to keep pace with the growth of our cloud infrastructure and cloud-based product offerings.

We continue to plan for and implement new [removed: enterprise resource planning] [added: ERP] systems, including e-commerce and revenue recognition, as well as make enhancements to existing platforms and tools.

As part of our business strategy, we have in the past made, and may in the future make, acquisitions or investments in companies, talent, products, domain portfolios and technologies we believe will complement or supplement our business and address the needs of our customers, such as our [removed: recent] acquisitions of [removed: Over,] [added: GoDaddy Studio (formerly Over),] Uniregistry's registrar and brokerage business, [removed: the Neustar] [added: several] registry [removed: business,] [added: businesses including Neustar,] SkyVerge and [removed: Poynt.][added: GoDaddy Payments (formerly Poynt).]

We cannot ensure we will be able to successfully integrate the acquired products, [added: talent and technology or achieve the revenue and expense synergies we expect as a result of these acquisitions.]

In addition, our future operating results may be impacted by performance [removed: earn-outs or] [added: earn-outs,] contingent [removed: bonuses.][added: bonuses or other deferred payments.]

Furthermore, acquisitions may involve contingent liabilities, adverse tax consequences, additional equity-based compensation expense, [removed: adjustments for fair value of deferred revenue,] the recording and subsequent amortization of amounts related to certain purchased intangible assets and, if unsuccessful, impairment charges resulting from the write-off of goodwill or other intangible assets associated with the acquisition, any of which could negatively impact our future results of operations.

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 [removed: Poynt,] [added: Poynt (now known as GoDaddy Payments),] which represents our entry into the off-line commerce business [removed: in addition] to [removed: supplementing] [added: supplement] our existing e-commerce offerings.

Our lack of experience with or knowledge of [removed: these] new lines of [removed: business,] [added: business we enter,] 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.

- any determination by governmental agencies that [removed: the vertical merger] [added: any acquisition we undertake] is anticompetitive in any relevant market;

Our corporate culture has contributed to our success, and if we cannot maintain this [removed: culture,] [added: culture as] we [added: grow, we] could lose the innovation, [removed: creativity] [added: creativity, passion] and teamwork [removed: fostered by] [added: that we believe contribute to] our [removed: culture,] [added: success] and our business may be harmed.

We believe a critical contributor to our success has been our [removed: corporate] [added: company] culture, which we believe fosters innovation, creativity, a customer-centric focus, [added: passion, teamwork] collaboration and loyalty.

As we continue to evolve our business, expand our global [removed: footprint, expand our] [added: footprint and] product [removed: portfolio] [added: portfolio,] and rely more on remote workers, we may find it difficult to maintain these important aspects of our [removed: corporate] culture, which could limit our ability to innovate and operate effectively.

As a result of the COVID-19 pandemic, [removed: substantially all] [added: a substantial portion] of our personnel, including our GoDaddy Guides, [removed: are] [added: have been] working [removed: remotely through at least June 30, 2021,] [added: remotely,] which could negatively affect our culture.

*You should carefully consider the risks described below before making an investment decision in our common stock.

Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, operating results, financial condition, reputation, and growth prospects.*

- If we are unable to attract and retain customers and increase sales to new and existing customers, our business and operating results would be harmed.

- Our business will suffer if the small business market for our solutions proves less lucrative than projected or if we fail to effectively acquire and service small business customers.

- If we are unable to attract a more diverse customer base, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners and tech savvy users, for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

- Our brand is integral to our success.

- The future growth of our business depends in significant part on increasing our international bookings.

Our continuing international expansion efforts subject us to additional risks.

- We have made significant investments to support our growth strategy.

If we do not effectively manage future growth, our operating results will be adversely affected.

- We may acquire other businesses or talent, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.

- A network attack, a security breach or other data security incident could delay or interrupt service to our customers, harm our reputation or subject us to significant liability.

- If the security of the confidential information or personal information we or our vendors or partners maintain, including that of our customers and the visitors to our customers' websites stored in our systems, is breached or otherwise subjected to unauthorized access, our reputation may be harmed and we may be exposed to liability.

- We rely on our marketing efforts and channels to promote our brand and acquire new customers.

These efforts may require significant expense and may not be successful or cost-effective.

- Our future performance depends in part on the services and performance of our senior management and key employees.

- Our failure to properly register or maintain our customers' domain names could subject us to additional expenses, claims of loss or negative publicity that could have a material adverse effect on our business.

- Our quarterly and annual operating results may be adversely affected due to a variety of factors, which could make our future results difficult to predict and could cause our operating results to fall below investor or analyst expectations.

- Our substantial indebtedness could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business and our ability to react to changes in the economy or our industry, as well as divert our cash flow from operations for debt payments and prevent us from meeting our debt obligations.

- Governmental and regulatory policies or claims concerning the domain name registration system and the Internet in general, and industry reactions to those policies or claims, may cause instability in the industry and disrupt our business.

- We are subject to privacy and data protection laws and regulations as well as contractual privacy and data protection obligations.

Our failure to comply with these or any future laws, regulations or obligations could subject us to sanctions and damages and could harm our reputation and business.

- Our business depends on our customers' continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure.

Internet access providers may be able to block, degrade or charge for access to certain of our products, which could lead to additional expenses and the loss of customers.

- We may face liability or become involved in disputes over registration and transfer of domain names and control over websites.

- Our business could be affected by new governmental regulations regarding the Internet.

- Our share price may be volatile, and you may be unable to sell your shares.

Our gross customer adds for 2021 have declined relative to 2020 and there is uncertainty regarding levels of customer demand and growth going forward.

If we are unable to attract a more diverse customer base, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners and tech savvy users, for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

Our business has been focused in the past few years on serving users who are considering starting a business and small or medium-sized businesses and ventures that are up and running but need help growing and expanding their digital capabilities.

We are also focused on other customer populations, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners, including those that are more technically savvy.

For these customers we are developing new features and applications.

For example, for our 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 tools as well as Managed WordPress.

Some of our newly developed products are suited for more technically skilled customers.

If we are unable to increase sales of our products to all customer segments we may target, our estimated total addressable market may be overstated and our business, growth prospects and operating results may be adversely affected.

Our business will suffer if the small business market for our solutions proves less lucrative than projected or if we fail to effectively acquire and service small business customers.

We focus our operations on small businesses, which frequently have limited budgets and may choose to allocate resources to items other than our solutions, especially in times of economic uncertainty or recessions.

We believe that the small business market is underserved, and we intend to continue to devote substantial resources to it, including through our Partners who sell directly to their customers, some of which are small businesses.

We aim to grow our revenues by adding new small business customers, selling additional business solutions to existing small business customers and encouraging existing small business customers to continue to use and purchase our products and services.

If the small business market fails to be as lucrative as we project or we are unable to market and sell our services to small businesses effectively, directly or through our Partners, our ability to grow our revenues and become profitable will be harmed.

The risks and uncertainties described below are not the only ones we 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.

- 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.

For a more complete discussion of the material risks facing our business, see below.

There can be no assurance that our brand development strategies, including the "Go" logo we launched in 2020, will enhance the recognition of our brand, lead to increased sales or effectively increase awareness of our product offerings.

Furthermore, our international branding efforts may prove unsuccessful due to language barriers and cultural differences.

Evolving technologies and resulting changes in customer behavior or customer practices may impact the value of and demand for domain names.

Our business and financial condition could be harmed materially if our customers were no longer able to rely upon the existing domain name registration system.

talent and technology or achieve the revenue and expense synergies we expect as a result of these transactions.

This can increase our vulnerability to network attacks, security incidents or similar events.

In addition, in response to COVID-19, we closed offices to comply with local "shelter-in-place" orders and moved all of our GoDaddy Guides to work remotely; as a result, their productivity and efficiency has been and may continue to be negatively affected, including their ability to download or process orders at the same rate as before the COVID-19 pandemic and increased risk of systems disruptions.

In addition, the process of transferring customer personal information in connection with the migration of customers from one product to another may result in data loss.

Hackers or individuals who attempt to breach our security measures or those of our vendors and partners could, if successful, cause the unauthorized disclosure, misuse, or loss of personal information or other confidential information, including payment card information, or malfunctions or interruptions in our networks and services.

Advances in computer capabilities, discoveries of new weaknesses, increased likelihood of nation-state cyber attacks, and other developments with software generally

In this regard, we recently determined that a threat actor distributed a malicious file across our hosting servers.

While our terms of service provide that our customers should not use hosting services to process their customers' credit card transactions, we determined that the file resulted in the compromise of a small number of our customers' customers' credit cards.

We notified our customers and have engaged with them to offer identity theft monitoring to the affected parties.

We face challenges in increasing consumer awareness of our full portfolio of products.

Because we have an established consumer-facing brand associated with domain registration and website building, some customers or potential customers may not be aware of our additional offerings.

There can be no assurance our marketing efforts will succeed or be cost-effective, and if our customer acquisition costs increase, our business, operating results and financial performance could be adversely affected.

Our GoDaddy Guides thrive when they are together; moving our GoDaddy Guides to work remotely in response to COVID-19 has, and may continue to have, a negative impact on that team's productivity and its generation of new sales, which could have a material impact on our operations and financial results.

If our GoDaddy Guides continue to work from home because of COVID-19 and we are unable to improve their productivity, our business and operating results will continue to be adversely affected.

The costs associated with moving our GoDaddy Guides to a remote-working model and, eventually, returning them to our offices could be significant.

As customers increasingly engage with our GoDaddy Guides via other communication channels, such as chat and we provide more self-serve solutions, there is no guarantee our GoDaddy Guides will continue to have the same success in selling product subscriptions and, as a result, our total bookings may decline.

As our GoDaddy Guides engage with customers online and through other communications channels, our 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 GoDaddy Guides to quickly resolve any issues relating to those offerings.

We cannot predict the impact any such refinements may have on our ability to sell additional product subscriptions or our overall customer experience.

On February 11, 2021, we announced the retirements of our Chief Financial Officer and our Chief Legal Officer, each effective as of June 30, 2021.

We may face challenges in identifying, recruiting, integrating and retaining successors for these positions.

Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills and employees

with language skills and cultural knowledge of the geographic markets we have recently expanded to or that we intend to expand to in the near future, will be critical to our future success.

We issue equity awards to certain of our employees as part our hiring and retention efforts.

As a public company, the ability of our employees to sell their stock received pursuant to equity awards in the public market may lead to a larger than normal turnover rate.

In addition, we are required under GAAP to recognize compensation expense in our operating results for employee equity-based compensation under our equity grant programs, which may negatively impact our operating results and may increase the pressure to limit equity-based compensation.

significant expenses and subject us to claims of loss or to negative publicity, which could harm our business, brand and operating results.

- costs and integration issues associated with our recent acquisitions of Over, Uniregistry's registrar and brokerage business, Neustar's registry business, SkyVerge and Poynt in 2020 and any other acquisitions we may make;

additional capital, respond to competitive pressures and pursue business opportunities, including potential acquisitions.

We have no independent means of generating revenue or cash flows.

Our principal asset, owned either directly or through our wholly owned subsidiary GD Subsidiary Inc., is a controlling equity interest in Desert Newco.

*This section generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussion of [removed: 2018] [added: 2019] items and comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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 our Form 10-K for the year ended December 31, [removed: 2019, and are incorporated by reference herein and considered part of this Form 10-K only to the extent referenced.*][added: 2020.*]

*(Throughout [added: the tables and] this discussion and analysis, dollars are in millions, excluding [removed: ARPU,] [added: average revenue per user (ARPU),] and shares are in thousands.)*

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 88%] [added: 89%] of our customers had purchased a domain from us and we had [removed: 82.7] [added: 84.4] million domains under management.

Based on information reported in VeriSign's Domain Name Industry Brief, we had over [removed: 22%] [added: 23%] of the world's domains registered as of September 30, [removed: 2020.][added: 2021.]

As we have grown, these products have become increasingly important parts of our business, constituting approximately [removed: 54%] [added: 53%] of total revenue in [removed: 2020.][added: 2021.]

Below are key financial highlights for [removed: 2020,] [added: 2021,] with comparisons to [removed: 2019.][added: 2020.]

- Total revenue of [removed: $3,316.7] [added: $3,815.7] million, an increase of [removed: 11.0%,] [added: 15.0%,] or approximately [removed: 11.4%] [added: 14.4%] on a constant currency basis(1).

- International revenue of [removed: $1,105.4] [added: $1,270.8] million, an increase of [removed: 9.6%,] [added: 15.0%,] or approximately [removed: 10.9%] [added: 13.2%] on a constant currency basis(1).

- Total bookings(2) of [removed: $3,775.5] [added: $4,231.7] million, an increase of [removed: 11.0%,] [added: 12.1%,] or approximately [removed: 11.6%] [added: 11.2%] on a constant currency basis(1).

[removed: - Net loss of $494.1 million, which includes] [added: In 2020, we recorded] a $674.7 million charge [removed: incurred in connection with] [added: as a result of] the settlement of our obligations under the TRAs, as [added: further] discussed in Note 16 to our financial statements.

- Net cash provided by operating activities of [removed: $764.6] [added: $829.3] million, an increase of [removed: 5.7%.][added: 8.5%.]

We grew our total customers from [removed: 17.3] [added: 18.5] million as of December 31, [removed: 2017] [added: 2018] to [removed: 20.6] [added: 21.2] million as of December 31, [removed: 2020,] [added: 2021,] through a combination of our industry leading products built on a [removed: single] cloud platform, brand advertising, direct marketing efforts, customer referrals, world-class customer care and acquisitions.

In each of the five years ended December 31, [removed: 2020,] [added: 2021,] our customer retention rate exceeded 85%, and in [removed: 2020,] [added: 2021,] our retention rate for customers who had been with us for over three years was more than 93%.

We generate bookings and revenue from sales of product subscriptions, including domain products, hosting and presence products and business applications [removed: products.][added: products as well as from aftermarket domain sales.]

We monitor total bookings as we typically collect payment at the time of sale and [added: generally] recognize revenue ratably over the term of our customer contracts.

We generated [removed: 46%] [added: 47%] of our [removed: 2020] [added: 2021] total revenue from the sale of domain products, primarily from domain registrations and renewals, aftermarket domain sales and domain add-ons such as domain protection.

Total revenue from [removed: domain] [added: business applications] products grew at a CAGR of [removed: 12.7%] [added: 19.6%] over the three years ended December 31, [removed: 2020.][added: 2021.]

We generated [removed: 36%] [added: 34%] of our [removed: 2020] [added: 2021] total revenue from the sale of hosting and presence products, primarily from a variety of website hosting products, website [removed: security] [added: building] products and website [removed: building] [added: security] products, which generally have higher margins than conventional domain registrations.

Total revenue from hosting and presence products grew at a CAGR of [removed: 12.3%] [added: 8.0%] over the three years ended December 31, [removed: 2020.][added: 2021.]

We generated [removed: 18%] [added: 19%] of our [removed: 2020] [added: 2021] total revenue from the sale of business applications products, primarily from third-party productivity applications, which generally also have higher margins than conventional domain registrations.

Total revenue from [removed: business applications] [added: domain] products grew at a [removed: CAGR] [added: compound annual growth rate (CAGR)] of [removed: 22.5%] [added: 14.0%] over the three years ended December 31, [removed: 2020.][added: 2021.]

In each of the five years ended December 31, [removed: 2020,] [added: 2021,] greater than 85% of our total [removed: revenue, excluding the impact of purchase accounting,] [added: revenue] 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: average revenue per user (ARPU)] [added: ARPU] generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend.

By the end of [removed: 2020,] [added: 2021,] the 2014 cohort had generated an aggregate of [removed: $1,472 million] [added: approximately $1.7 billion] 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: 2020,] [added: 2021,] the average annual [removed: bookings] [added: revenue] retention rate of the 2014 cohort was [removed: approximately 94%.][added: more than 98%, which is calculated by averaging the ratio of the cohort's annual revenue for each of the five years to its annual revenue for each respective preceding year.]

Over this period, [removed: ARPU, excluding the impact of purchase accounting,] [added: ARPU] for the 2014 cohort grew from [removed: $79] [added: $106] in [removed: 2015] [added: 2016] to [removed: $181] [added: $197] in [removed: 2020,] [added: 2021,] representing a CAGR of [removed: 18%.][added: 13%.]

| | | | [removed: 2020] [added: 2021] | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | [removed: 2018] [added: 2019] | | | | | |

| Domains | | | $ | [removed: 1,515.1] [added: 1,809.9] | | [removed: 45.7] [added: 47.4] | | % | | | | $ | [removed: 1,351.6] [added: 1,515.1] | | [removed: 45.2] [added: 45.7] | | % | | | | $ | [removed: 1,220.3] [added: 1,351.6] | | [removed: 45.9] [added: 45.2] | | % |

| Hosting and presence | | | [removed: 1,200.6] [added: 1,283.4] | | | [removed: 36.2] [added: 33.7] | | % | | | | [removed: 1,126.5] [added: 1,200.6] | | | [removed: 37.7] [added: 36.2] | | % | | | | [removed: 1,017.6] [added: 1,126.5] | | | [removed: 38.2] [added: 37.7] | | % |

| Business applications | | | [removed: 601.0] [added: 722.4] | | | [removed: 18.1] [added: 18.9] | | % | | | | [removed: 510.0] [added: 601.0] | | | [removed: 17.1] [added: 18.1] | | % | | | | [removed: 422.2] [added: 510.0] | | | [removed: 15.9] [added: 17.1] | | % |

| Total revenue | | | [removed: 3,316.7] [added: 3,815.7] | | | 100.0 | | % | | | | [removed: 2,988.1] [added: 3,316.7] | | | 100.0 | | % | | | | [removed: 2,660.1] [added: 2,988.1] | | | 100.0 | | % |

| Cost of revenue (excluding depreciation and amortization) | | | [removed: 1,158.6] [added: 1,372.2] | | | [removed: 34.9] [added: 36.0] | | % | | | | [removed: 1,026.8] [added: 1,158.6] | | | [removed: 34.3] [added: 34.9] | | % | | | | [removed: 893.9] [added: 1,026.8] | | | [removed: 33.6] [added: 34.3] | | % |

| Technology and development | | | [removed: 560.4] [added: 706.3] | | | [removed: 16.9] [added: 18.5] | | % | | | | [removed: 492.6] [added: 560.4] | | | [removed: 16.5] [added: 16.9] | | % | | | | [removed: 434.0] [added: 492.6] | | | [removed: 16.3] [added: 16.5] | | % |

| Marketing and advertising | | | [removed: 438.5] [added: 503.9] | | | 13.2 | | % | | | | [removed: 345.6] [added: 438.5] | | | [removed: 11.6] [added: 13.2] | | % | | | | [removed: 291.4] [added: 345.6] | | | [removed: 11.0] [added: 11.6] | | % |

| Customer care | | | [removed: 316.9] [added: 306.1] | | | [removed: 9.6] [added: 8.0] | | % | | | | [removed: 348.7] [added: 316.9] | | | [removed: 11.7] [added: 9.6] | | % | | | | [removed: 323.1] [added: 348.7] | | | [removed: 12.1] [added: 11.7] | | % |

| General and administrative | | | [removed: 323.8] [added: 345.8] | | | [removed: 9.8] [added: 9.1] | | % | | | | [removed: 362.1] [added: 323.8] | | | [removed: 12.1] [added: 9.8] | | % | | | | [removed: 334.0] [added: 362.1] | | | [removed: 12.6] [added: 12.1] | | % |

| Restructuring [removed: charges] [added: and other] | | | [removed: 43.6] [added: (0.3)] | | | [removed: 1.3] [added: —] | | % | | | | [removed: —] [added: 43.6] | | | [removed: —] [added: 1.3] | | % | | | | — | | | — | | % |

| Depreciation and amortization | | | [removed: 202.7] [added: 199.6] | | | [removed: 6.1] [added: 5.2] | | % | | | | [removed: 209.7] [added: 202.7] | | | [removed: 7.0] [added: 6.1] | | % | | | | [removed: 234.1] [added: 209.7] | | | [removed: 8.8] [added: 7.0] | | % |

| Total costs and operating expenses | | | [removed: 3,044.5] [added: 3,433.6] | | | [removed: 91.8] [added: 90.0] | | % | | | | [removed: 2,785.5] [added: 3,044.5] | | | [removed: 93.2] [added: 91.8] | | % | | | | [removed: 2,510.5] [added: 2,785.5] | | | [removed: 94.4] [added: 93.2] | | % |

We have implemented a variety of measures to attempt to minimize the impact of the ongoing COVID-19 pandemic on our business, to ensure the availability and functioning of our critical infrastructure and to promote the safety and security of our employees.

These measures have included remote working arrangements for nearly all of our workforce since March 2020 and safety protocols for any on-site personnel in accordance with federal, state and local regulations.

In late 2021, we reopened certain offices and allowed employees to return to such offices on a voluntary basis.

We expect to do this for other offices and employees in 2022.

Incremental costs of these remote working arrangements have not been material, though such arrangements have increased the risk of cybersecurity incidents as individuals have been working through less secure network connections.

While the pandemic has not had a material impact on our results of operations so far, the extent to which it may impact our future results and operations will depend on future developments, including: (i) the duration of the pandemic; (ii) the widespread distribution and long-term efficacy of vaccines and the availability of effective treatments; (iii) the duration and parameters of global governmental measures put in place to control the spread of the virus; and (iv) the continuing economic impact of the pandemic.

See "Risk Factors" for additional information.

We serve several customer populations: Independents, Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners.

While these customer populations tend to utilize many of the same GoDaddy product offerings, we consider the meaningful differences in their journeys, what they value, their ultimate goals and how they communicate with the rest of the world and aim to provide, and establish, solutions that address these differences.

- Operating income of $382.1 million, an increase of 40.4%.

Revenue from aftermarket domain sales is recognized at the time when ownership of the domain is transferred to the buyer.

The increase was partially offset by lower demand for certain higher-priced subscriptions, such as GoDaddy Social.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

Additionally, total bookings in 2021 was favorably impacted by approximately 90 basis points due to movements in foreign currency exchange rates.

business, higher sales of third-party productivity applications and growth in our customer base.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

Additionally, during 2021 we recorded approximately $44.1 million in compensation expense resulting from our acquisitions, primarily Poynt (now known as GoDaddy Payments).

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

The 6.8% increase in general and administrative expenses was primarily due to increased acquisition-related expenses and professional fees, partially offset by the reversal of a $5.7 million indirect tax reserve as a result of a settlement agreement as well as the reversal of equity-based compensation expense resulting from the forfeiture of unvested awards as a result of certain executive departures.

*Restructuring and other*

Restructuring and other during 2021 includes (i) the $15.4 million gain on sale of the land and buildings of our former corporate headquarters and (ii) a $15.1 million charge related to the impairment of certain operating lease assets and related leasehold improvements associated with the decision to close one of our leased offices.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

There were no material changes in depreciation and amortization.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2021 to 2020 | | | | | | | | | | | | 2020 to 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The 38.0% increase in interest expense was primarily driven by the issuance of the 2027 Term Loans in August 2020 and the 2029 Senior Notes in February 2021, as further discussed in Note 9 to our financial statements, partially offset by a decrease in the effective interest rate on our variable rate borrowings.

We have incurred significant long-term debt, primarily to fund acquisitions, share repurchases and the settlement of our prior tax receivable agreements.

In February 2021, we issued the 2029 Senior Notes in the principal amount of $800.0 million, which bear interest at 3.50%.

The proceeds were retained for general corporate purposes, which may include working capital, capital expenditures, potential acquisitions and strategic transactions.

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.

See "Risk Factors" for additional information on the risks we may face associated with COVID-19.

To calculate a cohort's bookings retention rate, we compare the number of active customers within a specific cohort as of the end of the current year to the number of customers that were in the cohort in the year of acquisition.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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_________________________________

Domain registrations provide a customer with the exclusive use of a domain during the applicable contract term.

After the contract term expires, unless renewed, the customer can no longer access the domain.

These increases were partially offset by the impact of adverse movements in foreign currency exchange rates.

Domains under management in 2020 was impacted by: (i) approximately 0.8 million domains added from an acquisition and (ii) the expiration of approximately 1.0 million .uk domains for which we provided free initial registration to the owners of the associated third-level domains (e.g. .co.uk) following the 2017 launch of the .uk ccTLD.

Subsequent to our acquisition of the registry operations of Neustar in August 2020, we no longer incur domain registration fees on purchases of former Neustar TLDs.

As discussed in our 2019 Form 10-K, we recorded a $7.2 million reduction in equity-based compensation expense in 2019 to correct an error related to the accounting for certain PSUs in prior periods.

We expect these expenses to remain lower in the short-term as a result of the headcount reductions associated with the restructuring.

| General and administrative, adjusted for certain items described below | | | $ | 333.8 | | | | | $ | 350.1 | | | | | $ | 334.0 | | | | | $ | (16.3) | | | | | (5) | | % | | | | $ | 16.1 | | | | | 5 | | % |

The following items are included in general and administrative expenses in the periods indicated:

- As discussed in Note 12 to our financial statements, we recorded an $18.1 million legal settlement accrual in 2019.

During 2020, we reduced the settlement accrual by an aggregate of $10.0 million.

- As discussed in our 2019 Form 10-K, we recorded a $6.1 million reduction in equity-based compensation expense in 2019 to correct an error related to the accounting for certain PSUs in prior periods.

Excluding the items described above, the 4.7% decrease in general and administrative expenses was primarily driven by lower travel and other general costs, partially offset by an increase in acquisition-related expenses.

*Restructuring charges*

We implemented the restructuring to address the sustainability of our U.S. outbound sales and operations, which faced challenges with respect to soft customer demand for certain higher-priced, do-it-for-you services such as GoDaddy Social.

These challenges were exacerbated by the economic disruption resulting from the COVID-19 pandemic.

Restructuring charges included: (i) $14.6 million in severance and related benefits to be paid to, or on behalf of, the approximately 470 employees who were involuntarily terminated and the approximately 110 employees who voluntarily did not accept alternate roles with us, as well as professional fees incurred in connection with the restructuring; (ii) a $27.9 million impairment of operating lease assets associated with the closure of our leased offices in Austin, Texas; and (iii) $1.1 million of accelerated depreciation and operating lease assets amortization related to the office closures.

We do not expect to incur any significant additional charges related to this restructuring.

The 3.3% decrease in depreciation and amortization expenses resulted from assets that became fully depreciated, partially offset by the impact of increased amortization expense related to acquisitions completed in 2020.

The 0.9% decrease in interest expense was driven by more favorable effective interest rates on our variable rate borrowings, partially offset by the issuance of additional long-term debt in August 2020.

*Loss on debt extinguishment*

In 2019, we recognized a loss on debt extinguishment of $14.8 million, primarily related to the $600.0 million partial prepayment of term loan borrowings with the proceeds of the issuance of the Senior Notes.

In 2020, we recorded a $674.7 million charge as a result of the settlement of our obligations under the TRAs, as further described below and in Note 16 to our financial statements.

Some of the factors that may influence our operations are not within our control, such as general economic conditions and the length and severity of the ongoing COVID-19 pandemic.

Although there is uncertainty related to the potential impact of COVID-19 on our future results, we believe our business model and the strength of our balance sheet have well positioned us to manage our business through this crisis.

However, we will continue to monitor our liquidity position.

In August 2020, we increased our borrowings under the Credit Facility through the issuance of an additional $750.0 million in term loans, which were used to partially fund the payments associated with the settlement of our obligations under the TRAs, as discussed below.

We currently have no reason to believe we will be unable to satisfy these covenants; however, the economic disruption resulting from the COVID-19 pandemic has made it more difficult to forecast our future results.

Tax Receivable Agreements

As discussed in Note 16 to our financial statements, we entered into settlement and release agreements with respect to four of the TRAs and an amendment to the fifth TRA, pursuant to which settled all of our obligations under the TRAs in exchange for aggregate payments totaling $850.0 million, of which $849.8 million was paid during 2020.

Upon payment, we were released from all obligations to the parties to the TRAs, including the holders of unexchanged LLC Units.

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: 2020.][added: 2021.]

Our most significant foreign currency exposures are the Euro, the British [removed: pound, the Indian Rupee] [added: pound] and the Canadian dollar.

Our reported [removed: bookings, revenues and] operating results may be impacted by fluctuations in foreign currency exchange rates.

[removed: Fluctuations in] exchange rates may also cause us to recognize transaction gains and [removed: losses in our statements of operations;] [added: losses;] however, to date, such amounts have not been material.

During [removed: 2020,] [added: 2021,] our total bookings growth in constant currency would have been approximately [removed: 60] [added: 90] basis points [removed: higher] [added: lower] and our total revenue [added: growth would have been approximately 60 basis points lower.]

Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange [removed: rate] [added: rates] for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period.

At December 31, [removed: 2020,] [added: 2021,] the realized and unrealized [removed: losses] [added: gains (losses)] included in AOCI related to designated hedges were [removed: $2.0] [added: $(6.0)] million and [removed: $15.7] [added: $4.6] million, respectively.

The cross-currency swap, which matures on April 3, 2022, had a notional amount of [removed: €1,196.7] [added: €1,184.2] million at December 31, [removed: 2020] [added: 2021] and converts the fixed rate Euro-denominated interest and principal receipts on the intercompany loan into fixed U.S. dollar interest and principal receipts.

Total borrowings under our 2024 Term Loans were [removed: $1,807.4] [added: $1,782.4] million as of December 31, [removed: 2020.][added: 2021.]

These borrowings bear interest at a rate equal to, at our option, either (a) [removed: LIBOR] [added: the London Interbank Offered Rate (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%.

Total borrowings under our 2027 Term Loans were [removed: $746.2] [added: $738.8] million as of December 31, [removed: 2020.][added: 2021.]

These borrowings bear interest at a rate equal to, at our option, either (a) LIBOR plus [removed: 2.50%] [added: 2.00%] per annum or (b) [removed: 1.5%] [added: 1.0%] per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus [removed: 1.0% .][added: 1.0%.]

This interest rate swap, the notional amount of which was [removed: $1,275.8] [added: $1,262.4] million at December 31, [removed: 2020,] [added: 2021,] matures on April 3, 2022.

These interest rate swaps, which mature on August 10, 2027, had an aggregate notional amount of [removed: $746.2] [added: $738.8] million at December 31, [removed: 2020.][added: 2021.]

Fluctuations in

growth would have been approximately 40 basis points higher.

We champion everyday entrepreneurs by empowering them with sage guidance set in seamlessly intuitive experiences to [removed: name, create, grow] [added: create] and [removed: manage] [added: protect] their [removed: ventures.][added: digital identity, establish and maintain a ubiquitous presence online and participate in the world of connected commerce.]

We do [removed: this] all [added: of this] while activating the exponential power of our community at [added: a] global scale to deliver profitable revenue growth.

Our [removed: 20.6] [added: 21.2] million customers are [removed: passionate] [added: passionate,] everyday entrepreneurs with vibrant ideas, who are determined to make their way in the world and to transform their ideas into something meaningful.

What it means to [removed: be] [added: have an] online [added: presence] has evolved [removed: from having a static website] to [added: having] a [removed: mobile-ready,] [added: connected digital identity, ubiquitous presence and connected commerce that includes] responsive [removed: website] [added: websites] integrated with social channels, search [removed: engines, reputation platforms] [added: engines] and e-commerce [added: marketplaces connected to offline commerce] marketplaces.

Our customers need to integrate dynamic information [removed: across all of the places] [added: everywhere] they engage with their audiences, including [removed: things like] [added: customer touchpoints such as] appointment availability, retail inventory, digital subscriptions and social [removed: media presence.][added: media.]

Engaging with our customers in a proactive, consultative way through personalized guidance via phone and digital experiences [removed: helps] [added: sets] them [removed: knock down the technology hurdles they face.][added: up to succeed.]

Through the thousands of [added: daily] conversations we have with our [removed: customers every day,] [added: customers,] we [removed: receive] [added: gather] valuable feedback enabling us to continually evolve our products and solutions and respond to their changing needs.

We take responsibility for [removed: driving] [added: delivering] successful outcomes which we believe [removed: has been] [added: is] a key factor in [removed: enabling] [added: driving] our customer and revenue growth.

We [added: also] believe we have one of the most recognized Internet brands in the [removed: U.S.] [added: U.S.,] and our international awareness continues to rapidly increase as we [removed: have entered into new markets.][added: grow.]

In each of the five years ended December 31, [removed: 2020,] [added: 2021,] our customer retention rate exceeded 85%, and in [removed: 2020,] [added: 2021,] our retention rate for customers who had been with us for over three years was [removed: approximately] [added: more than] 93%.

Additionally, [removed: as of December 31, 2020,] [added: in 2021,] we had [removed: 1.4] [added: approximately 1.5] million customers who each spent more than $500 a [removed: year.][added: year on our product offerings.]

We believe the breadth and depth of our product offerings and the high-quality guidance and responsiveness [removed: of our] [added: from] GoDaddy Guides [removed: builds] [added: has and continues to build] strong customer relationships [removed: and are key] [added: leading] to our high customer retention [removed: rate.][added: rates.]

In [removed: 2020,] [added: 2021,] we generated [removed: $3,776] [added: $3,816] million [removed: in total bookings,] [added: of revenue,] up [removed: 11.0%] [added: 15.0%] from [removed: $3,401] [added: $3,317] million in [removed: 2019,] [added: 2020,] and we generated [removed: $3,317] [added: $4,232] million [removed: of revenue,] [added: in total bookings,] up [removed: 11.0%] [added: 12.1%] from [removed: $2,988] [added: $3,776] million in [removed: 2019.][added: 2020.]

We built GoDaddy to serve our customers by providing [removed: elegant,] [added: simple,] easy-to-use cloud-based products on a single technology platform wrapped with personalized guidance.

While [removed: the products we provide to] these [added: customer] populations [removed: overlap, we also seek] [added: tend] to [removed: address] [added: utilize many of] the [added: same GoDaddy product offerings, there are] meaningful differences in their journeys, what they value, their [removed: ultimate] goals and how they communicate with the rest of the [removed: world.][added: world and we aim to establish and provide solutions that address these differences.]

Our largest [removed: population is] [added: customer population,] Independents, [removed: which are vastly] [added: consists of mostly] micro-businesses and [removed: non-commercial] [added: noncommercial] endeavors.

Independents have an entrepreneurial spirit, strong work ethic and, above all, passion for their ideas, yet their specific needs vary depending on the type [added: of their ideas] and [removed: stage] [added: the phase] of their [removed: ideas.][added: journey.]

Independents range from individuals who have an [added: initial business] idea and those thinking about starting a business, to established ventures needing help attracting customers, growing their sales, managing their [added: online] presence or expanding their operations.

[removed: They] [added: These customers] need our help to create a unique and secure digital identity, especially [added: with] the more technical aspects of their [added: online] presence.

[removed: While] [added: Although] our customers have differing degrees of resources and technical capabilities, they all share a desire to find tools to help them bring their ideas to life, enhance connections with their audience and [removed: find] [added: provide a seamless experience for both existing and] new customers.

Our second largest [removed: population is our] [added: customer population,] Partners, [removed: who] are website designers and developers [removed: building] [added: who build] websites on behalf of businesses and [removed: non-commercial] [added: noncommercial] organizations.

We estimate that half of all [added: global] website builds occur through a third party, such as our Partners, on a do-it-for-you basis.

Our Partners are often freelancers, moonlighters or [removed: part of small] [added: teams within] website design agencies [removed: and] [added: that] often have website design as one of multiple streams of income.

Our Partners generally have more technical acumen and look for tools that provide greater amounts of flexibility, such as [removed: the] [added: our] WordPress content management system (CMS).

[removed: While] [added: Although] Partners have a need for technical depth and flexibility, they also benefit from our simplicity and guidance as tools to increase their throughput and maximize the use of their [removed: time, including client-management tools.][added: time.]

We help our Partners in a number of ways beyond our product suite and services, including [added: providing] tools [removed: for Partners] to help them save time, make money and exceed client expectations.

[added: With our products and services,] Partners can easily manage their overall business with capabilities such as client billing, administrative access and shopping features, making it easier [added: for them] to buy and manage multiple products for their clients, as well as [added: make use of] enhanced technical support and discounts for reselling GoDaddy products.

As one of the largest global hosts of WordPress sites, many of our recent [removed: investments] [added: investments, including our acquisition of Pagely, a managed WordPress hosting solution, in November 2021,] have focused on extending our reach into the WordPress community.

Our third largest [added: customer] population is Domain Registrars and Investors.

These commercial arrangements provide for strategic relationships with many key platforms, [removed: as well as] [added: and] enable further scale of our domain registration technology and insights.

Domain investors are individuals [removed: and] [added: or] organizations who manage a portfolio of registered domains for the purpose of selling via secondary markets.

These investors bring a unique and valuable resource to our business in the form of liquidity and the ability to help our other populations (Independents and Partners) successfully find [removed: the] [added: a domain] name they prefer.

We have designed and developed an extensive set of easy-to-use cloud-based technology products enabling our customers to establish a digital [removed: presence,] [added: identity,] connect with their customers [added: across multiple social platforms] and [removed: manage their ventures.][added: online marketplaces and deliver a seamless customer experience in a connected commerce world.]

We understand [added: that] our customers' needs vary depending on [removed: the] [added: their] type [removed: of customer] and [added: the] stage of their idea, which is why we offer our products both independently and bundled as suites of integrated products designed for specific [removed: activities.][added: uses.]

Crucial to our product philosophy is to provide value well in excess of the price we [removed: charge (known as consumer surplus),] [added: charge,] which often puts our products in a position of strength on functionality [removed: and] [added: while] at an affordable cost.

Our domain name registration products enable us to engage customers at the initial stage of establishing a digital identity and often [removed: is] [added: are] an on-ramp for our other products.

We have [added: also] made significant investments in the localization of our service offerings, as 45% of our customers are located in international markets (notably [removed: Canada, India,] the United [removed: Kingdom (U.K.)] [added: Kingdom, Canada, Germany, India] and Australia).

And, while not a standalone product, our GoDaddy Guides consist of approximately [removed: 6,300] [added: 5,900] specialists worldwide who are available 24/7/365 and provide care to customers who have different levels of technical sophistication.

Staking a claim [added: on digital identity] with a domain name is an integral part of establishing [removed: an idea] [added: a concept] and presence online.

We are [removed: the] [added: a] global market leader in domain name registration, with more than [removed: 82] [added: 84] million domains under management as of December 31, [removed: 2020] [added: 2021] and, based on information reported in VeriSign's Domain Name Industry Brief, we held over [removed: 22%] [added: 23%] of the approximately [removed: 371] [added: 365] million domain names registered worldwide as of September 30, [removed: 2020.][added: 2021.]

GoDaddy is a global leader in serving a large market of everyday entrepreneurs, delivering simple, easy-to-use products, and outcome-driven, personalized guidance to small businesses, individuals, organizations, developers, designers and domain investors.

We are passionate about our mission, and we recognize that the opportunity for entrepreneurs is changing.

When GoDaddy began, the entrepreneurial journey was simpler: entrepreneurs needed our help to name, create, grow and manage their ventures online.

Over time, the evolution of e-commerce, social media and consumer expectations of their online and in-person experiences has changed the entrepreneur's journey.

GoDaddy is uniquely positioned to help our customers navigate this complexity.

Our services are designed to meet and attract customers in all phases of their journey.

Wherever their journey begins, whether with a domain, a physical store or on a social media platform, we are there to enable them to create content, build their website, establish and manage their online marketing, sell their products and services, syndicate marketplaces online and offline, connect social media and manage their businesses with branded email, productivity solutions and website security.

Our customers often start with the most intimate of brand considerations, their identity, which we provide through our domain services.

As their entrepreneurial needs evolve, we help our customers manage and grow their businesses and connect with their customers through our expanded service offerings and access to relevant third-party products and platforms, including website building and hosting, marketplace syndication, social media and bio site management, security, business products and email and other services.

Recognizing that consumer expectations and behaviors are quickly changing, we evolved our product and service offerings to provide a high-performance back-end registry technology platform and an integrated suite of payment systems and point-of-sale hardware and software to seamlessly manage online and offline commerce.

We live by the same principles that enable our customers' ideas to survive and thrive, including owning outcomes, building value, joining forces and working courageously.

We also serve other Registrars and Corporate Domain Portfolio owners.

We serve registrars through our registry business (GoDaddy Registry), which provides wholesale generic top level domains (gTLDs) and country-code top level domains (ccTLDs) for registrars to sell to the end customer.

These top-level domains (TLDs) provide shorter and better naming alternatives to a .com domain that more closely represent the name of customers' ideas, businesses and brands.

We also provide a fully managed registry platform for other registry operators.

We manage the full technology and operating stack at scale for over 200 TLDs including some of the largest brands in the world.

Corporate Domain Portfolio owners are organizations that maintain and manage a large portfolio of domain names, including general and international domains.

These customers are looking for the most powerful, secure and intuitive technology to streamline their processes, unparalleled industry experience and expertise to navigate the complexities of managing a corporate portfolio, and a focused and dedicated team that can provide committed support with the highest levels of security, service and domain management.

Recognizing our customers' need for cost-effective e-commerce solutions, we acquired Poynt (now known as GoDaddy Payments) in February 2021 and launched our connected commerce offering in September 2021.

We believe our payments solutions enable our customers to quickly and easily participate in the digital economy with a seamless transition to offline marketplaces, and position us to expand into new markets and increase our revenue and margin growth opportunities.

*Registry*.

GoDaddy Registry is a world-leading provider of domain name registry services.

GoDaddy registry operates more than 200 TLDs including country-code TLDs, such as *.*us and .co, city TLDs such as .nyc and .sy, generic TLDs such as .Club and .Buzz, and branded TLDs such as .Chase and .Fox.

Our integrated registry solutions provide policy and operational support, and domain marketing, sales and strategic planning.

We also provide back-end registry services supporting more than 215 TLDs.

Our VDS solutions offer our customers high-performance server options with isolated resources to run mission-critical applications where latency and uptime matters.

We provide Internet-based telephone services, including virtual phone numbers and mobile applications that allow for separate business and personal communications from the same phone, single and multi-line VoIP phone systems, IP-enabled phones, virtual phone numbers, virtual receptionist services, customizable phone trees and follow-me call forwarding.

Connected Commerce

Our customers want their customers to have an enjoyable and seamless shopping experience, through a connected commerce experience in store and online.

Our commerce products are designed to help our customers set up an online store that is enabled for e-commerce, process all major forms of payment in store and online, manage their inventory across multiple marketplaces including their physical store, book appointments and get paid quickly for their customers' transactions.

We seek to make it easy for our customers to sell in-person, on their websites, across major marketplaces and via the most popular social networks.

Our primary commerce products and services are:

*Online Store.* Our Websites + Marketing product includes online store capability, which allows our customers to transact business directly on their websites.

*Smart Point-of-Sale (POS) Systems.* We offer two point-of-sale devices, a countertop Smart Terminal and a mobile Card Reader and web/desktop software for POS.

We also offer inventory management and invoicing capabilities to our customers through the use of third party applications that seamlessly integrate with GoDaddy's POS system, giving small businesses the ability to sell, track and manage sales and inventory in store and online.

GoDaddy's POS systems seamlessly integrate with GoDaddy's Online Store to unify in-person and online sales in one organized place—our new Commerce Hub.

*GoDaddy Payments.* As a "payment facilitator," GoDaddy Payments enables our customers to accept all major forms of payment, including Visa, MasterCard, American Express, Discover, and contactless payments including Apple Pay and Google Pay, with no long-term contracts or monthly minimums.

This service enables our customers to be paid as early as the next business day in many cases.

We collect a transaction fee of 2.3% for each retail POS transaction and a transaction fee of 2.3% + $0.30 for each online transaction.

The International Labour Organization, an agency of the United Nations, estimated in an October 2019 report that more than 90% of enterprises in many countries were small and medium size businesses (defined as having fewer than 250 employees).

We are a leading provider of cloud-based solutions, delivering simple, easy-to-use products, and outcome-driven, personalized guidance to small businesses, individuals, organizations, developers, designers and domain 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.

This often starts with the most intimate of brand considerations—their domain name—and expands through our website building, hosting, social media, security, productivity and other services offerings.

As our customers' entrepreneurial needs evolve, we provide applications and access to relevant third-party products and platforms, helping them connect to their customers and manage and grow their businesses.

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.

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 else can do it better.

For

In addition to managed hosting plans tailored to our customers' needs, we also offer expert services, which provide additional support services.

Our online store allows customers to manage inventory and shipping, while online appointments manages staff availability and helps remind customers of appointments.

delivering business results.

In 2017, we launched our SmartLine plan, which includes a virtual number phone and mobile application, enabling customers to have two numbers on one phone to separate their business communications from personal communications.

All of our plans allow customers to make and receive phone calls, send/receive text and MMS messages using their SmartLine number and chosen caller ID.

In addition, SmartLine offers customers a range of minutes and texts, a local or toll-free number and a mobile application to manage the service, as well as voicemail, voicemail transcription, email delivery of voicemail, customized business greetings, business hour settings and the ability to block unwanted callers.

We also offer single and multi-line VoIP phone systems, IP-enabled phones, virtual phone numbers, virtual receptionist services, customizable phone tree, follow-me call forwarding and fax-on-demand.

According to the U.S. Small Business Administration, there were approximately 30.8 million small businesses in 2016.

Based on data from the 2016 U.S. Census Bureau and the U.S. Small Business Administration, over 90% of small businesses have fewer than five employees and approximately 25 million, or over 76%, of small businesses were non-employer firms.

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 employees) worldwide.

- Showing up, looking great.

- Getting found in all the right places.

With Managed WordPress, we dramatically reduce the complexity in provisioning, managing and customizing the WordPress CMS.

In recent years, we've extended this competency into a number of new interfaces and subject matters, which are taking the insights gained from inbound calls and inserting them tactically into places that are driving higher engagements with GoDaddy.

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.

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.

To support this goal, we conduct regular performance reviews focused on career development for all full-time employees.

GoDaddy Guides

We have approximately 6,300 GoDaddy Guides who provide technical assistance 24/7/365 to customers located around the world.

Our industry-leading specialists use a consultative approach to advise customers of products best suiting their individual needs.

This ability to provide real-time product suggestions while providing a world-class support experience allows our GoDaddy Guides to provide an impactful contribution to bookings through the sale of product subscriptions.

Approximately 12%, 16%, and 17% of our total bookings in 2020, 2019 and 2018, respectively, were generated from the sale of product subscriptions by our GoDaddy Guides.

Our latest merchandising strategies, such as free trials and an increased mix of monthly product subscriptions, drove more renewal billings to our website and away from the GoDaddy Guides during 2020, which we expect to continue in the future.

Our GoDaddy Guide team operates through a variety of channels to provide tailored and timely support to our customers, handling approximately 19 million contacts in 2020.

Our customers can choose their preferred guidance channel, including proactive and reactive chat and phone support.

In 2020, we expanded these channels to include WhatsApp, WeChat and SMS offerings, as well as in our digital product experiences, where we provide consultative engagements.

As of December 31, 2020, we offered localized products and guidance in over 50 markets.

The majority of our GoDaddy Guides are located in our Arizona and Iowa facilities in the U.S. We have additional international specialists providing in-region support in native languages.

In addition, our easy-to-use website contains extensive educational content designed to demystify the process of establishing an online presence and to assist customers in choosing the products best meeting their needs.

We also provide a variety of online tutorials through blogs and other services including The GoDaddy Garage Blog and third-party sites like YouTube.

We are currently [removed: subject to litigation] [added: involved in, and may in the future be involved in, legal proceedings, claims, regulatory inquiries, audits, and governmental investigations] incidental to our [removed: business,] [added: business (Proceedings),] including patent infringement litigation and trademark infringement claims, as well as putative class actions, employment, commercial and consumer protection claims and other [removed: litigation of a non-material nature.][added: Proceedings.]

Although the results of any such current or future [removed: litigation,] [added: Proceedings,] regardless of the underlying nature of the [removed: claims,] [added: claims or facts,] cannot be predicted with certainty, the final outcome of any current or future [removed: claims or lawsuits] [added: Proceedings] we face could adversely affect our business, financial condition and results of operations.

Regardless of the final outcome, defending lawsuits, claims and [removed: proceedings] [added: other Proceedings] in which we are involved is costly and can impose a significant burden on management and employees.

We may receive unfavorable preliminary or interim rulings in the course of [removed: litigation,] [added: such Proceedings,] and there can be no assurances that favorable final outcomes will be obtained.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] 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: $12,208,091,402.][added: approximately $14.7 billion.]

For the purpose of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares beneficially owned by each of our executive officers, [removed: directors and 5% or greater stockholders.][added: directors.]

As of February [removed: 12, 2021,] [added: 11, 2022,] there were [removed: 169,576,674] [added: 167,175,106] shares of GoDaddy Inc.'s Class A common stock, $0.001 par value per share, outstanding and [removed: 499,962] [added: 312,223] 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: 2020.][added: 2021.]

Year Ended December 31, [removed: 2020][added: 2021]

| [Note about Forward-Looking [removed: Statements](#i00912ac40ef442cfa89e12218a64a07d_10)] [added: Statements](#if57e523b5c8547efad50f21745db8b59_10)] | | | | | | [removed: [4](#i00912ac40ef442cfa89e12218a64a07d_10)] [added: [3](#if57e523b5c8547efad50f21745db8b59_10)] | | |

| [Item [removed: 1.](#i00912ac40ef442cfa89e12218a64a07d_16)] [added: 1.](#if57e523b5c8547efad50f21745db8b59_19)] | | | [removed: [Business](#i00912ac40ef442cfa89e12218a64a07d_16)] [added: [Business](#if57e523b5c8547efad50f21745db8b59_19)] | | | [removed: [7](#i00912ac40ef442cfa89e12218a64a07d_16)] [added: [5](#if57e523b5c8547efad50f21745db8b59_19)] | | |

| [Item [removed: 1A.](#i00912ac40ef442cfa89e12218a64a07d_19)] [added: 1A.](#if57e523b5c8547efad50f21745db8b59_22)] | | | [Risk [removed: Factors](#i00912ac40ef442cfa89e12218a64a07d_19)] [added: Factors](#if57e523b5c8547efad50f21745db8b59_22)] | | | [removed: [20](#i00912ac40ef442cfa89e12218a64a07d_19)] [added: [19](#if57e523b5c8547efad50f21745db8b59_22)] | | |

| [Item [removed: 1B.](#i00912ac40ef442cfa89e12218a64a07d_22)] [added: 1B.](#if57e523b5c8547efad50f21745db8b59_25)] | | | [Unresolved Staff [removed: Comments](#i00912ac40ef442cfa89e12218a64a07d_22)] [added: Comments](#if57e523b5c8547efad50f21745db8b59_25)] | | | [removed: [55](#i00912ac40ef442cfa89e12218a64a07d_22)] [added: [56](#if57e523b5c8547efad50f21745db8b59_25)] | | |

| [Item [removed: 2.](#i00912ac40ef442cfa89e12218a64a07d_25)] [added: 2.](#if57e523b5c8547efad50f21745db8b59_28)] | | | [removed: [Properties](#i00912ac40ef442cfa89e12218a64a07d_25)] [added: [Properties](#if57e523b5c8547efad50f21745db8b59_28)] | | | [removed: [55](#i00912ac40ef442cfa89e12218a64a07d_28)] [added: [56](#if57e523b5c8547efad50f21745db8b59_31)] | | |

| [Item [removed: 3.](#i00912ac40ef442cfa89e12218a64a07d_28)] [added: 3.](#if57e523b5c8547efad50f21745db8b59_31)] | | | [Legal [removed: Proceedings](#i00912ac40ef442cfa89e12218a64a07d_28)] [added: Proceedings](#if57e523b5c8547efad50f21745db8b59_31)] | | | [removed: [55](#i00912ac40ef442cfa89e12218a64a07d_28)] [added: [56](#if57e523b5c8547efad50f21745db8b59_31)] | | |

| [Item [removed: 4.](#i00912ac40ef442cfa89e12218a64a07d_31)] [added: 4.](#if57e523b5c8547efad50f21745db8b59_34)] | | | [Mine Safety [removed: Disclosures](#i00912ac40ef442cfa89e12218a64a07d_31)] [added: Disclosures](#if57e523b5c8547efad50f21745db8b59_34)] | | | [removed: [55](#i00912ac40ef442cfa89e12218a64a07d_31)] [added: [56](#if57e523b5c8547efad50f21745db8b59_34)] | | |

| [PART [removed: II.](#i00912ac40ef442cfa89e12218a64a07d_34)] [added: II.](#if57e523b5c8547efad50f21745db8b59_37)] | | | | | | | | |

| [Item [removed: 5.](#i00912ac40ef442cfa89e12218a64a07d_37)] [added: 5.](#if57e523b5c8547efad50f21745db8b59_40)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i00912ac40ef442cfa89e12218a64a07d_37)] [added: Securities](#if57e523b5c8547efad50f21745db8b59_40)] | | | [removed: [56](#i00912ac40ef442cfa89e12218a64a07d_37)] [added: [57](#if57e523b5c8547efad50f21745db8b59_40)] | | |

| [Item [removed: 7.](#i00912ac40ef442cfa89e12218a64a07d_43)] [added: 7.](#if57e523b5c8547efad50f21745db8b59_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i00912ac40ef442cfa89e12218a64a07d_43)] [added: Operations](#if57e523b5c8547efad50f21745db8b59_46)] | | | [removed: [58](#i00912ac40ef442cfa89e12218a64a07d_43)] [added: [58](#if57e523b5c8547efad50f21745db8b59_46)] | | |

| [Item [removed: 7A.](#i00912ac40ef442cfa89e12218a64a07d_70)] [added: 7A.](#if57e523b5c8547efad50f21745db8b59_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i00912ac40ef442cfa89e12218a64a07d_70)] [added: Risk](#if57e523b5c8547efad50f21745db8b59_70)] | | | [removed: [71](#i00912ac40ef442cfa89e12218a64a07d_70)] [added: [70](#if57e523b5c8547efad50f21745db8b59_70)] | | |

| [Item [removed: 8.](#i00912ac40ef442cfa89e12218a64a07d_73)] [added: 8.](#if57e523b5c8547efad50f21745db8b59_73)] | | | [Financial Statements and Supplementary [removed: Data](#i00912ac40ef442cfa89e12218a64a07d_73)] [added: Data](#if57e523b5c8547efad50f21745db8b59_73)] | | | [removed: [73](#i00912ac40ef442cfa89e12218a64a07d_73)] [added: [72](#if57e523b5c8547efad50f21745db8b59_73)] | | |

| [Item [removed: 9.](#i00912ac40ef442cfa89e12218a64a07d_175)] [added: 9.](#if57e523b5c8547efad50f21745db8b59_175)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i00912ac40ef442cfa89e12218a64a07d_175)] [added: Disclosure](#if57e523b5c8547efad50f21745db8b59_175)] | | | [removed: [114](#i00912ac40ef442cfa89e12218a64a07d_175)] [added: [112](#if57e523b5c8547efad50f21745db8b59_175)] | | |

| [Item [removed: 9A.](#i00912ac40ef442cfa89e12218a64a07d_178)] [added: 9A.](#if57e523b5c8547efad50f21745db8b59_178)] | | | [Controls and [removed: Procedures](#i00912ac40ef442cfa89e12218a64a07d_178)] [added: Procedures](#if57e523b5c8547efad50f21745db8b59_178)] | | | [removed: [114](#i00912ac40ef442cfa89e12218a64a07d_178)] [added: [112](#if57e523b5c8547efad50f21745db8b59_178)] | | |

| [Item [removed: 9B.](#i00912ac40ef442cfa89e12218a64a07d_184)] [added: 9B.](#if57e523b5c8547efad50f21745db8b59_184)] | | | [Other [removed: Information](#i00912ac40ef442cfa89e12218a64a07d_184)] [added: Information](#if57e523b5c8547efad50f21745db8b59_184)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_184)] [added: [114](#if57e523b5c8547efad50f21745db8b59_184)] | | |

| [PART [removed: III.](#i00912ac40ef442cfa89e12218a64a07d_187)] [added: III.](#if57e523b5c8547efad50f21745db8b59_187)] | | | | | | | | |

| [Item [removed: 10.](#i00912ac40ef442cfa89e12218a64a07d_190)] [added: 10.](#if57e523b5c8547efad50f21745db8b59_190)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i00912ac40ef442cfa89e12218a64a07d_190)] [added: Governance](#if57e523b5c8547efad50f21745db8b59_190)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_190)] [added: [114](#if57e523b5c8547efad50f21745db8b59_190)] | | |

| [Item [removed: 11.](#i00912ac40ef442cfa89e12218a64a07d_193)] [added: 11.](#if57e523b5c8547efad50f21745db8b59_193)] | | | [Executive [removed: Compensation](#i00912ac40ef442cfa89e12218a64a07d_193)] [added: Compensation](#if57e523b5c8547efad50f21745db8b59_193)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_193)] [added: [114](#if57e523b5c8547efad50f21745db8b59_193)] | | |

| [Item [removed: 12.](#i00912ac40ef442cfa89e12218a64a07d_196)] [added: 12.](#if57e523b5c8547efad50f21745db8b59_196)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i00912ac40ef442cfa89e12218a64a07d_196)] [added: Matters](#if57e523b5c8547efad50f21745db8b59_196)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_196)] [added: [114](#if57e523b5c8547efad50f21745db8b59_196)] | | |

| [Item [removed: 13.](#i00912ac40ef442cfa89e12218a64a07d_199)] [added: 13.](#if57e523b5c8547efad50f21745db8b59_199)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i00912ac40ef442cfa89e12218a64a07d_199)] [added: Independence](#if57e523b5c8547efad50f21745db8b59_199)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_199)] [added: [114](#if57e523b5c8547efad50f21745db8b59_199)] | | |

| [Item [removed: 14.](#i00912ac40ef442cfa89e12218a64a07d_202)] [added: 14.](#if57e523b5c8547efad50f21745db8b59_202)] | | | [Principal Accounting Fees and [removed: Services](#i00912ac40ef442cfa89e12218a64a07d_202)] [added: Services](#if57e523b5c8547efad50f21745db8b59_202)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_202)] [added: [114](#if57e523b5c8547efad50f21745db8b59_202)] | | |

| [PART [removed: IV.](#i00912ac40ef442cfa89e12218a64a07d_205)] [added: IV.](#if57e523b5c8547efad50f21745db8b59_205)] | | | | | | | | |

| [Item [removed: 15.](#i00912ac40ef442cfa89e12218a64a07d_208)] [added: 15.](#if57e523b5c8547efad50f21745db8b59_208)] | | | [Exhibits, Financial Statement [removed: Schedules](#i00912ac40ef442cfa89e12218a64a07d_208)] [added: Schedules](#if57e523b5c8547efad50f21745db8b59_208)] | | | [removed: [116](#i00912ac40ef442cfa89e12218a64a07d_208)] [added: [114](#if57e523b5c8547efad50f21745db8b59_208)] | | |

| [Item [removed: 16.](#i00912ac40ef442cfa89e12218a64a07d_211)] [added: 16.](#if57e523b5c8547efad50f21745db8b59_211)] | | | [Form 10-K [removed: Summary](#i00912ac40ef442cfa89e12218a64a07d_211)] [added: Summary](#if57e523b5c8547efad50f21745db8b59_211)] | | | [removed: [119](#i00912ac40ef442cfa89e12218a64a07d_211)] [added: [117](#if57e523b5c8547efad50f21745db8b59_211)] | | |

This Annual Report on Form [removed: 10-K,] [added: 10-K (Annual Report),] including the sections titled "Business," "Risk 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 words "believe," "may," "will," "potentially," "plan," "could," "should," "predict," "ongoing," "estimate," "continue," "anticipate," "intend," "project," [removed: "expect" and] [added: "expect," "seek," or the negative of these words, or terms or] similar expressions conveying uncertainty of future events or [removed: outcomes] [added: outcomes, or that concern our expectations, strategy, plans or intentions,] are intended to identify forward-looking statements.

- our ability to integrate acquisitions, including our recent acquisitions of Poynt Co. [added: (now known as GoDaddy Payments)] and [removed: the registry operations of Neustar Inc.,] [added: Pagely,] 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 [removed: novel] coronavirus (COVID-19) pandemic and its impact on our business, customers and employees;

Unless expressly indicated or the context suggests otherwise, references to [removed: GoDaddy, we, us] [added: "GoDaddy," "company," "we," "us"] and [removed: our] [added: "our"] refer to GoDaddy Inc. and its consolidated subsidiaries, including Desert Newco, LLC and its subsidiaries (Desert Newco).

2155 E.

GoDaddy Way

Tempe, Arizona 85284

| [PART I.](#if57e523b5c8547efad50f21745db8b59_16) | | | | | | | | |

| [Item 6.](#if57e523b5c8547efad50f21745db8b59_43) | | | [\[Reserved\]](#if57e523b5c8547efad50f21745db8b59_43) | | | [58](#if57e523b5c8547efad50f21745db8b59_43) | | |

| [Signatures](#if57e523b5c8547efad50f21745db8b59_214) | | | | | | [118](#if57e523b5c8547efad50f21745db8b59_214) | | |

Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, or expected.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed under the heading "Risk Factors" and in our publicly available filings and press releases.

- the potential impact of shareholder activism on our business and operations;

14455 N.

Hayden Road

Scottsdale, Arizona 85260

In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances indicating that such stockholders exercise any control over our company.

This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

| [Our Response to the COVID-19 Pandemic](#i00912ac40ef442cfa89e12218a64a07d_2180) | | | | | | [6](#i00912ac40ef442cfa89e12218a64a07d_2180) | | |

| [PART I.](#i00912ac40ef442cfa89e12218a64a07d_13) | | | | | | | | |

| [Item 6.](#i00912ac40ef442cfa89e12218a64a07d_40) | | | [Selected Financial Data](#i00912ac40ef442cfa89e12218a64a07d_40) | | | [57](#i00912ac40ef442cfa89e12218a64a07d_40) | | |

| [Signatures](#i00912ac40ef442cfa89e12218a64a07d_214) | | | | | | [120](#i00912ac40ef442cfa89e12218a64a07d_214) | | |

- 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.

We [removed: also] own our offices in Hiawatha, Iowa, which consist of approximately 75,000 square feet used primarily for customer care and product development.

We lease additional customer care centers and offices located throughout the U.S. as well as internationally, most significantly in Bulgaria, Germany, Romania, Serbia and the [removed: U.K.][added: UK.]

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) [removed: co-located] [added: co-location] data centers located throughout the U.S., most significantly in [removed: California and] Virginia; and (iii) [removed: co-located] [added: co-location] international data centers, most significantly in France, the Netherlands and Singapore.

Our corporate headquarters, which we lease, are located in Tempe, Arizona.

Although we have recently closed or consolidated certain of our facilities, in the future, we may need to add new facilities or expand our existing facilities to meet our evolving business needs.

Our corporate headquarters are located in Scottsdale, Arizona and consist of approximately 153,000 square feet of owned office space.

In the future, we may need to add new facilities and expand our existing facilities as we increase our employee base, grow our infrastructure, further expand our international operations and evolve our business.

We believe suitable additional or substitute space will be available on commercially reasonable terms to meet our future needs.

The following graph compares, for the five year period ending December 31, [removed: 2020,] [added: 2021,] 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 [removed: (the S&P 500), the Dow Jones Internet Composite Index] [added: (S&P 500)] and the NASDAQ Internet Index.

[removed: ][added: ]

As of December 31, [removed: 2020,] [added: 2021,] there were [removed: 7] [added: 8] holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners because many shares are held by brokers and other institutions on behalf of stockholders.

Our board of directors has authorized the share repurchase programs described in Note 5 to our [removed: audited] financial statements.

There were no share repurchases during the three months ended December 31, [removed: 2020.][added: 2021.]

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.

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.

| [Report of Independent Registered Public Accounting [removed: Firm](#i00912ac40ef442cfa89e12218a64a07d_76)] [added: Firm](#if57e523b5c8547efad50f21745db8b59_76) (PCAOB ID: 42[)](#if57e523b5c8547efad50f21745db8b59_76)] | | | [removed: [74](#i00912ac40ef442cfa89e12218a64a07d_76)] [added: [73](#if57e523b5c8547efad50f21745db8b59_76)] | | |

| [Consolidated Balance [removed: Sheets](#i00912ac40ef442cfa89e12218a64a07d_82)] [added: Sheets](#if57e523b5c8547efad50f21745db8b59_82)] | | | [removed: [76](#i00912ac40ef442cfa89e12218a64a07d_82)] [added: [75](#if57e523b5c8547efad50f21745db8b59_82)] | | |

| [Consolidated Statements of [removed: Operations](#i00912ac40ef442cfa89e12218a64a07d_85)] [added: Operations](#if57e523b5c8547efad50f21745db8b59_85)] | | | [removed: [77](#i00912ac40ef442cfa89e12218a64a07d_85)] [added: [76](#if57e523b5c8547efad50f21745db8b59_85)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i00912ac40ef442cfa89e12218a64a07d_91)] [added: (Loss)](#if57e523b5c8547efad50f21745db8b59_91)] | | | [removed: [78](#i00912ac40ef442cfa89e12218a64a07d_91)] [added: [77](#if57e523b5c8547efad50f21745db8b59_91)] | | |

| [Consolidated Statements of Stockholders' Equity [removed: (Deficit)](#i00912ac40ef442cfa89e12218a64a07d_94)] [added: (Deficit)](#if57e523b5c8547efad50f21745db8b59_94)] | | | [removed: [79](#i00912ac40ef442cfa89e12218a64a07d_94)] [added: [78](#if57e523b5c8547efad50f21745db8b59_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i00912ac40ef442cfa89e12218a64a07d_97)] [added: Flows](#if57e523b5c8547efad50f21745db8b59_97)] | | | [removed: [81](#i00912ac40ef442cfa89e12218a64a07d_97)] [added: [80](#if57e523b5c8547efad50f21745db8b59_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i00912ac40ef442cfa89e12218a64a07d_100)] [added: Statements](#if57e523b5c8547efad50f21745db8b59_100)] | | | [removed: [83](#i00912ac40ef442cfa89e12218a64a07d_100)] [added: [82](#if57e523b5c8547efad50f21745db8b59_100)] | | |

We have audited the accompanying consolidated balance sheets of GoDaddy Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

| Description of the Matter | | | | | | As discussed in Note 3 of the consolidated financial statements, the Company completed the acquisition of [removed: the registry operations of Neustar Inc.] [added: Poynt Co.] in [removed: August 2020] [added: February 2021] for purchase consideration [removed: consisting] of [removed: $217.2 million in cash and the settlement of $19.4 million in pre-existing contractual relationships.] [added: $297.1 million.] 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 [removed: indefinite-lived contractual-based] [added: finite-lived software and payments developed technology intangible] asset totaling [removed: $67.0] [added: $37.3] million. The [removed: contractual-based] [added: software and payments] intangible asset was valued using an income-based approach. The fair value [removed: determinations] [added: determination] of the [removed: asset] acquired [added: intangible asset] required management to make estimates and significant assumptions regarding the future cash flows of the intangible asset, including revenue growth rates, earnings metrics, [added: a technological obsolescence curve,] economic life, and discount rate. These significant assumptions were forward-looking and could be affected by future market and economic conditions. | | |

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 765.2] [added: 1,255.7] | | | | | $ | [removed: 1,062.8] [added: 765.2] | |

| [removed: Short-term] [added: Purchases of short-term] investments | | | — | | | | | | [removed: 23.6] [added: —] | | | [added: | | | (64.1) | | |]

| Accounts and other receivables | | | [removed: 41.8] [added: 63.6] | | | | | | [removed: 30.2] [added: 41.8] | | |

| Registry deposits | | | [removed: 31.1] [added: 40.9] | | | | | | [removed: 27.2] [added: 31.1] | | |

| Prepaid domain name registry fees | | | [removed: 392.4] [added: 419.7] | | | | | | [removed: 382.6] [added: 392.4] | | |

| Prepaid expenses and other current assets | | | [removed: 60.8] [added: 109.9] | | | | | | [removed: 48.9] [added: 60.8] | | |

| Total current assets | | | [removed: 1,291.3] [added: 1,889.8] | | | | | | [removed: 1,575.3] [added: 1,291.3] | | |

| Property and equipment, net | | | [removed: 257.3] [added: 220.0] | | | | | | [removed: 258.6] [added: 257.3] | | |

| Operating lease assets | | | [removed: 142.0] [added: 109.2] | | | | | | [removed: 196.6] [added: 142.0] | | |

| Prepaid domain name registry fees, net of current portion | | | [removed: 176.1] [added: 181.4] | | | | | | [removed: 179.3] [added: 176.1] | | |

| Goodwill | | | [removed: 3,275.1] [added: 3,540.8] | | | | | | [removed: 2,976.5] [added: 3,275.1] | | |

| Intangible assets, net | | | [removed: 1,255.1] [added: 1,384.7] | | | | | | [removed: 1,097.7] [added: 1,255.1] | | |

| Other assets | | | [removed: 36.0] [added: 91.2] | | | | | | [removed: 17.2] [added: 36.0] | | |

| Total assets | | | $ | [removed: 6,432.9] [added: 7,417.1] | | | | | $ | [removed: 6,301.2] [added: 6,432.9] | |

| Accounts payable | | | $ | [removed: 51.0] [added: 85.2] | | | | | $ | [removed: 72.3] [added: 51.0] | |

| Accrued expenses and other current liabilities | | | [removed: 527.4] [added: 437.3] | | | | | | [removed: 366.0] [added: 527.6] | | |

| Deferred revenue | | | [removed: 1,711.3] [added: 1,890.1] | | | | | | [removed: 1,544.4] [added: 1,711.3] | | |

| Long-term debt | | | [removed: 24.3] [added: 24.1] | | | | | | [removed: 18.4] [added: 24.3] | | |

| [removed: Payable pursuant to] [added: Settlement of] tax receivable agreements | | | [removed: 0.2] [added: (0.2)] | | | | | | [added: (849.8) | | | | | |] — | | |

| Total current liabilities | | | [removed: 2,314.2] [added: 2,436.7] | | | | | | [removed: 2,001.1] [added: 2,314.2] | | |

| Deferred revenue, net of current portion | | | [removed: 725.1] [added: 743.3] | | | | | | [removed: 654.4] [added: 725.1] | | |

| Long-term debt, net of current portion | | | [removed: 3,090.1] [added: 3,858.2] | | | | | | [removed: 2,376.8] [added: 3,090.1] | | |

| Operating lease liabilities, net of current portion | | | [removed: 166.7] [added: 142.7] | | | | | | [removed: 192.9] [added: 166.7] | | |

| Other long-term liabilities | | | [removed: 56.6] [added: 77.7] | | | | | | [removed: 17.7] [added: 56.6] | | |

| Deferred tax liabilities | | | [removed: 92.0] [added: 75.3] | | | | | | [removed: 100.9] [added: 92.0] | | |

| Class A common stock, $0.001 par value - 1,000,000 shares authorized; [removed: 169,157] [added: 166,901] and [removed: 172,867] [added: 169,157] shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | 0.2 | | | | | | 0.2 | | |

| Class B common stock, $0.001 par value - 500,000 shares authorized; [removed: 688] [added: 320] and [removed: 1,490] [added: 688] shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 1,308.8] [added: 1,594.7] | | | | | | [removed: 1,003.5] [added: 1,308.8] | | |

February 17, 2022

| | | | 2021 | | | | | | 2020 | | |

| Restructuring and other | | | (0.3) | | | | | | 43.6 | | | | | | — | | |

| (1) Amounts are net of the income tax effects reflected below: | | | | | | | | | | | | | | | | | |

| Unrealized swap gain (loss), net | | | $ | 2.2 | | | | | $ | 2.2 | | | | | $ | — | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242.3 | | | | | | — | | | | | | 0.5 | | | | | | 242.8 | | |

| Equity-based compensation, including amounts capitalized | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 211.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 211.9 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchases of Class A common stock | | | | | | | | | (6,925) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (526.0) | | | | | | — | | | | | | — | | | | | | (526.0) | | |

| Stock option exercises | | | | | | | | | 1,167 | | | | | | — | | | | | | — | | | | | | — | | | | | | 43.4 | | | | | | — | | | | | | — | | | | | | (0.7) | | | | | | 42.7 | | |

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| Balance at December 31, 2021 | | | | | | | | | 166,901 | | | | | | $ | 0.2 | | | | | 320 | | | | | | $ | — | | | | | $ | 1,594.7 | | | | | $ | (1,474.6) | | | | | $ | (38.6) | | | | | $ | 1.5 | | | | | $ | 83.2 | |

| Net income (loss) | | | $ | 242.8 | | | | | $ | (494.1) | | | | | $ | 138.4 | |

| Depreciation and amortization | | | 199.6 | | | | | | 202.7 | | | | | | 209.7 | | |

| Purchases of equity investments | | | (40.0) | | | | | | — | | | | | | — | | |

| [Note 11](#if57e523b5c8547efad50f21745db8b59_145) | | | [Leases](#if57e523b5c8547efad50f21745db8b59_145) | | | [103](#if57e523b5c8547efad50f21745db8b59_145) | | |

| [Note 13](#if57e523b5c8547efad50f21745db8b59_151) | | | [Restructuring and Other](#if57e523b5c8547efad50f21745db8b59_151) | | | [106](#if57e523b5c8547efad50f21745db8b59_151) | | |

| [Note 15](#if57e523b5c8547efad50f21745db8b59_157) | | | [Income Taxes](#if57e523b5c8547efad50f21745db8b59_157) | | | [106](#if57e523b5c8547efad50f21745db8b59_157) | | |

| [Note 18](#if57e523b5c8547efad50f21745db8b59_166) | | | [Geographic Information](#if57e523b5c8547efad50f21745db8b59_166) | | | [111](#if57e523b5c8547efad50f21745db8b59_166) | | |

We deliver simple, easy-to-use cloud-based products, outcome-driven, personalized guidance and ease and access to payment systems.

| | | | | | | 2021 | | | | | | 2020 | | | | | | | | |

We capitalize and amortize certain implementation costs related to cloud computing arrangements as well as costs incurred to develop software for internal-use during the application development phase.

similarly modeled hypothetical derivative using the same discount rate.

Equity Investments

We hold investments in privately held equity securities, which are recorded in other assets and totaled $40.0 million at December 31, 2021.

These securities are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer or impairment.

Investment gains and losses are recorded in other income (expense), net.

Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available observable market data.

A security's carrying value is not adjusted if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment.

In determining the estimated fair value of our investments, we utilize the most recent data available to us.

We assess our investments for impairment at least quarterly using both qualitative and quantitative factors.

If an investment is considered impaired, we recognize an impairment loss and establish a new carrying value for the investment.

Our analysis did not indicate impairment of our investments as of December 31, 2021.

Consideration is recorded as deferred revenue when received, which is typically at the time of sale, and revenue is primarily recognized ratably over the period in which the performance obligations are satisfied, which is generally over the contract term.

Commissions paid to resellers are capitalized and amortized to cost of revenue consistent with the pattern of transfer of the products purchased.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 19, 2021

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Payable pursuant to tax receivable agreements, net of current portion | | | — | | | | | | 175.3 | | |

| Restructuring charges | | | 43.6 | | | | | | — | | | | | | — | | |

| Balance at December 31, 2017 | | | | | | | | | 132,993 | | | | | | $ | 0.1 | | | | | 35,006 | | | | | | $ | — | | | | | $ | 484.4 | | | | | $ | 87.7 | | | | | $ | (85.7) | | | | | $ | 60.0 | | | | | $ | 546.5 | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77.1 | | | | | | — | | | | | | 4.9 | | | | | | 82.0 | | |

| Stock option and warrant exercises | | | | | | | | | 4,782 | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | 76.3 | | | | | | — | | | | | | — | | | | | | (9.2) | | | | | | 67.2 | | |

| Exchanges of LLC units | | | | | | | | | 28,752 | | | | | | — | | | | | | (28,752) | | | | | | — | | | | | | 27.9 | | | | | | — | | | | | | — | | | | | | (27.9) | | | | | | — | | |

| Tax receivable agreements liability arising from exchanges | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (36.2) | | |

| Attribution of accumulated other comprehensive income (loss) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.0) | | | | | | 4.0 | | | | | | — | | |

| Attribution of accumulated other comprehensive income (loss) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.8) | | | | | | 0.8 | | | | | | — | | |

| Exchanges of LLC units | | | | | | | | | 802 | | | | | | — | | | | | | (802) | | | | | | — | | | | | | 2.2 | | | | | | — | | | | | | | | | | | | (2.2) | | | | | | — | | |

| Attribution of accumulated other comprehensive income (loss) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | 0.1 | | | | | | — | | |

| Equity-based compensation | | | 191.5 | | | | | | 147.0 | | | | | | 125.5 | | |

| Registry deposits | | | (2.7) | | | | | | 1.1 | | | | | | 6.2 | | |

| Purchases of short-term investments | | | — | | | | | | (64.1) | | | | | | (24.8) | | |

| Settlement of tax receivable agreements | | | (849.8) | | | | | | — | | | | | | — | | |

| [Note 1](#i00912ac40ef442cfa89e12218a64a07d_142)[1](#i00912ac40ef442cfa89e12218a64a07d_142) | | | [Leases](#i00912ac40ef442cfa89e12218a64a07d_142) | | | [105](#i00912ac40ef442cfa89e12218a64a07d_142) | | |

| [Note 1](#i00912ac40ef442cfa89e12218a64a07d_2162)[3](#i00912ac40ef442cfa89e12218a64a07d_2162) | | | [Restructuring Charges](#i00912ac40ef442cfa89e12218a64a07d_2162) | | | [107](#i00912ac40ef442cfa89e12218a64a07d_2162) | | |

| [Note 1](#i00912ac40ef442cfa89e12218a64a07d_151)[5](#i00912ac40ef442cfa89e12218a64a07d_151) | | | [Income Taxes](#i00912ac40ef442cfa89e12218a64a07d_151) | | | [108](#i00912ac40ef442cfa89e12218a64a07d_151) | | |

| [Note 1](#i00912ac40ef442cfa89e12218a64a07d_160)[8](#i00912ac40ef442cfa89e12218a64a07d_160) | | | [Geographic Information](#i00912ac40ef442cfa89e12218a64a07d_160) | | | [112](#i00912ac40ef442cfa89e12218a64a07d_160) | | |

| [Note 20](#i00912ac40ef442cfa89e12218a64a07d_172) | | | [Subsequent Events](#i00912ac40ef442cfa89e12218a64a07d_172) | | | [113](#i00912ac40ef442cfa89e12218a64a07d_172) | | |

Short-Term Investments

Our short-term investments consist of various instruments with a remaining maturity in excess of 90 days at the date of acquisition, which are carried at fair value.

The estimated fair value of our short-term investments is determined based on quoted market prices and approximated historical cost.

We did not have any material realized or unrealized gains or losses on sales of short-term investments during any of the periods presented.

We classify our short-term investments as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date.

We may sell our short-term investments at any time for use in current operations or for other purposes, such as consideration for acquisitions, even if they have not yet reached maturity.

As a result, we classify our short-term investments, including investments with maturities beyond 12 months, as current assets.

Costs incurred to develop software for internal-use during the application development phase are capitalized and amortized over such software's estimated useful life.

Prior to January 1, 2019, rent expense under operating leases was recognized on a straight-line basis over the lease term taking into consideration rent abatements, scheduled rent increases and any lease incentives.

Commissions paid to our resellers represent an incremental cost of obtaining a contract with a customer.

We capitalize and amortize such amounts to cost of revenue consistent with the pattern of transfer of the product to which the asset relates.

Amounts capitalized and amortized were not material during any of the periods presented.

Prepaid advertising, which is included within prepaid expenses and other current assets, was $9.3 million and $6.3 million at December 31, 2020 and 2019, respectively.

These may include reverse repurchase agreements, commercial paper or other securities, which are classified as either cash and cash equivalents or short-term investments.

| Total assets measured and recorded at fair value | | | $ | 98.0 | | | | | $ | — | | | | | $ | — | | | | | $ | 98.0 | |

| Total liabilities measured and recorded at fair value | | | $ | — | | | | | $ | 216.4 | | | | | $ | — | | | | | $ | 216.4 | |

| Reverse repurchase agreements(1) | | | $ | — | | | | | $ | 70.0 | | | | | $ | — | | | | | $ | 70.0 | |

Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), who are our principal executive officer and principal financial officer, [added: respectively,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] 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: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020] [added: 2021] and the related notes and our report dated February [removed: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

February 17, 2022

February 19, 2021

The information required by this item will be included in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders [added: (the 2022 Proxy Statement)] to be filed with the SEC within 120 days of the year ended December 31, [removed: 2020 (the] 2021 [removed: 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: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our Code of Business Conduct and Ethics is available on our website [removed: in] [added: under] the [added: 'Governance Documents' heading, within the Governance section of our] Investor Relations [removed: section under the menu entry: Governance/Governance Documents] [added: site] (https://aboutus.godaddy.net/investor-relations/governance/default.aspx).

The information required by this item will be included in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

| [removed: 3.2] | | | | | | [Amended and Restated Bylaws of GoDaddy Inc., dated [removed: September 9, 2020](http://www.sec.gov/Archives/edgar/data/1609711/000160971120000134/amendedandrestatedbyla.htm)] [added: December 8, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000130/exhibit31-amendedandrestat.htm)] | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | [removed: 9/11/2020] [added: 12/13/2021] | | |

| [removed: 10.18] [added: 10.19] | | | | | | [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: 10.19] [added: 10.20] | | | | | | [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 | | |

| [removed: 10.20] [added: 10.23] | | | | | | [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 | | |

| [removed: 10.21+] [added: 10.24+] | | | | | | [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: 10.22+] [added: 10.25+] | | | | | | [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: 10.25+] [added: 10.26+] | | | | | | [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: 10.26+] [added: 10.27+] | | | | | | [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: 10.27+] [added: 10.28+] | | | | | | [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: 10.28+] [added: 10.29+] | | | | | | [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: 10.29+] [added: 10.30+] | | | | | | [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 | | |

| 21.1* | | | | | | [List of subsidiaries of GoDaddy [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a2020xex211xsubsidiaries.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a2021xex211xsubsidiaries.htm)] | | | | | | | | | | | | | | | | | |

| 23.1* | | | | | | [Consent of independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a202010-kx231eyconsent.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a202110-kx231eyconsent.htm)] | | | | | | | | | | | | | | | | | |

| 24.1* | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i00912ac40ef442cfa89e12218a64a07d_214)] [added: 10-K)](#if57e523b5c8547efad50f21745db8b59_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/1609711/000160971121000017/a202010-kxexhibit311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a202110-kxexhibit311.htm)] | | | | | | | | | | | | | | | | | |

| 31.2* | | | | | | [Certification of Chief Financial 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/1609711/000160971121000017/a202010-kxexhibit312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a202110-kxexhibit312.htm)] | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971121000017/a202010-kxexhibit321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a202110-kxexhibit321.htm)] | | | | | | | | | | | | | | | | | |

| 4.11 | | | | | | [Indenture, dated as of June 4, 2019, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex41-indenture.htm) | | | | | | 8-K | | | 001-36904 | | | 4.1 | | | 6/7/2019 | | |

| 4.12 | | | | | | [Form of 5.250% Senior Note due 2027 (included in Exhibit 4.11)](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex41-indenture.htm) | | | | | | 8-K | | | 001-36904 | | | 4.2 | | | 6/7/2019 | | |

| 4.13 | | | | | | [Indenture, dated as of February 25, 2021, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001609711/000160971121000026/ex41-srnotesofferingxinden.htm) | | | | | | 8-K | | | 001-36904 | | | 4.1 | | | 2/26/2021 | | |

| 4.14 | | | | | | [Form of 3.500% Senior Note due 2029 (included in Exhibit 4.13)](https://www.sec.gov/Archives/edgar/data/0001609711/000160971121000026/ex41-srnotesofferingxinden.htm) | | | | | | 8-K | | | 001-36904 | | | 4.2 | | | 2/26/2021 | | |

| 10.18 | | | | | | [Joinder and Amendment Agreement to the Fifth Amendment, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent, collateral agent, swingline lender and letter of credit issuer](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex101-revolveramendment2.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 6/7/2019 | | |

| 10.21 | | | | | | [Fifth 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 from time to time party thereto, and Barclays Bank PLC, effective as of March 8, 2021](https://www.sec.gov/Archives/edgar/data/0001609711/000160971121000040/ex101-godaddyxamendmentno5.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 3/11/2021 | | |

| 10.22 | | | | | | [Purchase Agreement, dated as of February 22, 2021, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and the Initial Purchasers](https://www.sec.gov/Archives/edgar/data/0001609711/000160971121000026/ex101-godaddyxpurchaseagre.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 2/26/2021 | | |

| 10.31+ | | | | | | [Offer Letter between GoDaddy, LLC and Mark McCaffrey, dated May 1, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/godaddy-cfoofferletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 5/5/2021 | | |

| 10.32+ | | | | | | [Offer Letter between GoDaddy, LLC and Michele Lau, dated May 1, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/godaddy-cloofferletter.htm) | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | 5/5/2021 | | |

| 10.33+ | | | | | | [Form of Change in Control and Severance Agreement dated May 1, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/gddyformofchangeincontrola.htm) | | | | | | 8-K | | | 001-36904 | | | 10.3 | | | 5/5/2021 | | |

| 10.34+* | | | | | | [Employment Contract between Shanghai Universal Information Technology Consulting Co. and Roger Chen dated January 24, 2022](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000011/exhibit101-cooagreement.htm) | | | | | | 8-K/A | | | 001-36904 | | | 10.1 | | | 1/26/2022 | | |

| 10.35 | | | | | | [Master Confirmation, dated February 14, 2022, by and between GoDaddy Inc. and Goldman Sachs & Co. LLC](http://www.sec.gov/Archives/edgar/data/1609711/000160971122000019/gs-asrmasterconfirmation21.htm) | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | 2/16/2022 | | |

| 10.36 | | | | | | [Master Confirmation, dated February 14, 2022, by and between GoDaddy Inc. and Morgan Stanley & Co. LLC](http://www.sec.gov/Archives/edgar/data/1609711/000160971122000019/ms-masterconfirmationasr21.htm) | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | 2/16/2022 | | |

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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | File No. | | | Exhibit | | | Filing Date | | |

| * | | | | | | Certain provisions or terms of the agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. GoDaddy Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request. | | |

| 10.23+ | | | | | | [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 | | |

| 10.24+ | | | | | | [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 | | |

| Date: | | | February [removed: 19, 2021] [added: 17, 2022] | | | /s/ Aman Bhutani | | |

[removed: Winborne,] [added: Each person whose signature appears below constitutes] and [added: appoints Aman Bhutani, Mark McCaffrey and Michele Lau, and] each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do [removed: in person,] [added: in-person,] hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his [added: or her] substitutes, may lawfully do or cause to be done by virtue thereof.

| /s/ Aman Bhutani | | | | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ [removed: Ray E. Winborne] [added: Mark McCaffrey] | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Nick Daddario | | | | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Charles J. Robel | | | | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Herald Y. Chen | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Caroline F. Donahue | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Mark Garrett | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Ryan Roslansky | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Brian H. Sharples | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| /s/ Leah Sweet | | | | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 17, 2022] | | |