GoDaddy (GDDY) 10-K risk factor changes: FY2022 vs FY2021

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

- We face significant competition for our [removed: products in the domain name registration, website building] [added: applications] and [removed: web-hosting markets] [added: commerce] and [removed: other markets in which we compete,] [added: core platform products,] which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

[removed: - The] [added: The] future growth of our business depends in [removed: significant] part on increasing our international bookings.

Our [removed: continuing] [added: continued] international [removed: expansion efforts] [added: presence could] subject us to additional risks.

Our revenue has grown historically due in large part to sustained customer growth rates and strong renewals of [removed: subscriptions to our domain name registration and hosting and presence products.][added: subscriptions.]

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

We [removed: are] also [removed: focused on] [added: serve and provide products for] other customer populations, such as [removed: Partners, Domain Registrars] [added: website designers] and [added: developers, or WebPros, organizations with their own domain registration offerings, or Domain Registrars, individuals or organizations that manage a portfolio of registered domains, or] Investors, [added: and] other [removed: Registrars] [added: registrars] and [removed: Corporate Domain Portfolio] [added: corporate domain portfolio] owners, including those that are more technically savvy.

[removed: 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.

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

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 [removed: Partners,] [added: relationships with WebPros,] our ability to grow our revenues and become profitable will be harmed.

If we do not successfully develop and market products that anticipate or respond [removed: promptly] [added: timely] to the needs of our customers, our business and operating results may suffer.

Our historical success has been based on our ability to identify and anticipate customer needs and design products [removed: providing entrepreneurs, small businesses and ventures] [added: that provide our customers] with the tools they need to [removed: create, manage and augment] [added: grow] their [removed: digital identity.][added: businesses.]

If we fail to accurately predict customers' changing needs, 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 [added: and operating results] could be harmed.

These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + [removed: Marketing,] [added: Marketing and] our hosting platforms and [removed: our] security products, those we acquire and develop [removed: as a result of] [added: through] acquisitions, such as [added: Dan.com,] GoDaddy [removed: Payments] [added: Domain Academy] (formerly [removed: Poynt),] [added: DNAcademy),] GoDaddy [removed: Studio (formerly Over),] [added: Payments, GoDaddy Studio,] Uniregistry's registrar and brokerage business, [removed: several registry businesses including Neustar, and] SkyVerge, and [added: our registry business - GoDaddy Registry, and] those related to our partner programs, such as Microsoft.

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

- poor business conditions for our customers or poor general macroeconomic conditions, including as a result of the COVID-19 [removed: pandemic;][added: pandemic, international conflicts such as the Russia-Ukraine military conflict or otherwise;]

There is no assurance we will [added: continue to] successfully identify new opportunities, develop and bring new products to market on a timely basis, or that products and technologies developed by others will not render our products or technologies obsolete or [removed: noncompetitive, any of which could adversely affect our business and operating results.][added: noncompetitive.]

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 individual entrepreneurs, [removed: Partners,] [added: WebPros,] including designers, developers and agencies, and Domain Investors.

Additionally, if the costs of search engine marketing services, such as Google [removed: AdWords,] [added: Ads,] increase, we may incur additional marketing expenses or be required to allocate a larger portion of our marketing spend to this channel and our business and operating results could be adversely affected.

We face significant competition for our [removed: products in the domain name registration, website building] [added: applications] and [removed: web-hosting markets] [added: commerce] and [removed: other markets in which we compete,] [added: core platform products,] which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

We expect competition to increase in the future from competitors in the domain and hosting and presence markets, such as United Internet, Newfold Digital, Namecheap, Automattic, WP Engine and [removed: Donuts,] [added: Identity Digital (formerly Donuts and Afilias),] from companies such as Google, Amazon and Microsoft, which provide web-hosting, other cloud-based services, domain name [removed: registration and marketing platforms, those companies which offer Internet marketing 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 Meta [removed: (the parent company of Facebook, Instagram] and [removed: WhatsApp) and] Tencent, and from digital infrastructure providers including Cloudflare.

[removed: The] [added: - The] future growth of our business depends in [removed: significant] part on [removed: increasing] our international bookings.

Our [removed: continuing] [added: continued] international [removed: expansion efforts] [added: presence could] subject us to additional risks.

Bookings outside of the U.S. represented approximately [removed: 32%,] 32% [removed: and 33%] of our total bookings for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019, respectively.][added: 2020.]

We continue to [removed: localize our products in numerous markets, languages and currencies, expand our] [added: add] systems to accept payments in forms common outside of the U.S., [removed: focus] [added: optimize] our marketing efforts in numerous non-U.S. geographies, [removed: tailor] [added: equip] our customer care [removed: offerings] [added: team with the knowledge] to serve these markets, expand our infrastructure in various non-U.S. locations and [added: maintain or] establish customer care operations in overseas locations.

- compliance with foreign laws, including laws regarding consumer protection, the Internet and e-commerce or mobile commerce, intellectual property, online disclaimers and advertising, liability of Internet service providers for [added: 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;]

- heightened risk of unfair or corrupt business practices in certain [removed: geographies;] [added: geographies,] and [added: compliance with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act;]

- the potential for political, social or economic unrest, terrorism, hostilities or [removed: war;] [added: war, including the current military conflict between Russia] and [removed: multiple] [added: Ukraine;] and [removed: possibly overlapping tax regimes.]

[removed: In addition, the] [added: The] expansion of our existing international operations and entry into additional international markets has required and will continue to require significant management attention and financial resources.

These [removed: increased] [added: additional] costs may increase our cost of acquiring international customers, which may delay our ability to achieve profitability or reduce our profitability in the future.

[removed: These] [added: Although we have not seen a material impact, these] and other factors associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.

[removed: Given] [added: In addition, given] the risks associated with our international operations, we may decide to relocate international operations either to other foreign countries or [removed: domestically.][added: domestically, which could require significant management attention and financial resources and may not prove to be successful, each of which could adversely affect our business, operating results and financial condition.]

We have incurred, and will continue to incur, expenses relating to our investments in international operations and infrastructure, such as: (i) the expansion of our offerings and marketing presence in India, Europe, Latin America, the Middle East and North Africa, and Asia; (ii) our [removed: targeted] marketing [removed: spending] [added: spend] to attract new [removed: customer groups,] [added: customers,] such as [removed: Partners] [added: WebPros] and Independents in non-U.S. markets; and (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.

The significant growth in our total customers and the increase in the number of transactions we process have increased [removed: the amount of our stored customer data.]

In addition, [added: if] we [removed: will continue] [added: determine new systems or system updates are necessary, we may need] to rely on legacy systems while we plan for implementation of [added: such] new [added: or updated] systems; such legacy systems may not be able to scale efficiently as our business grows, which may delay future product launches or enhancements.

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 [added: that] we believe will complement or supplement our business and address the needs of our customers, such as our acquisitions of [added: Dan.com,] GoDaddy [removed: Studio (formerly Over),] [added: Studio,] Uniregistry's registrar and brokerage business, [removed: several] [added: SkyVerge, our] registry [removed: businesses including Neustar, SkyVerge] [added: business, GoDaddy Registry,] and GoDaddy [removed: Payments (formerly Poynt).][added: Payments.]

Even if we do successfully integrate [removed: the] acquired [removed: products] [added: products,] we may not successfully integrate the [removed: acquired] [added: associated] brands into our portfolio or may decide to modify, retire or change the direction of the [added: associated] brands, which could adversely affect our operating results.

In addition, any future acquisitions we complete could be viewed negatively by our customers, investors [removed: and] [added: or] industry analysts.

We may [added: also] face competition for acquisitions from larger competitors that may have more extensive financial resources, which may increase the cost or limit the availability of acquisitions.

We aim to serve customers with new ventures and those with established small or medium-sized businesses that may need help growing and expanding their digital capabilities, or Independents.

For example, for our technically-sophisticated web designers, developers and

For example, in 2022, we expanded our commerce offerings by enabling payments in all Websites + Marketing through 'Buy Buttons' and provided on-the-go solutions such as GoDaddy Mobile, Pay Links and Virtual Terminal capabilities.

registration and marketing platforms, those companies which offer Internet marketing platforms such as Meta, TikTok, Yelp and Toast, and Block (formerly Square), BigCommerce, Stripe and PayPal which offer commerce capabilities.

- compliance with market access regulations, tariffs and import, export and general trade regulations, including economic sanctions and embargoes;

- multiple and possibly overlapping tax regimes.

Although we do not have material operations in these regions, unanticipated events, such as geopolitical changes associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.

For example, there is uncertainty as to the future of U.S. trade policy with respect to China, and in February 2022, Russia launched a military assault in Ukraine which has expanded to a full-scale military invasion of Ukraine by Russian troops.

In particular, following Russia’s invasion of Ukraine, the U.S., the UK, and the European Union governments, among others, have developed coordinated financial and economic sanctions targeting Russia that, in various ways constrain transactions with numerous Russian entities, including major Russian banks, and individuals.

Although we have no employees or facilities in Russia or Ukraine, we do have a limited number of customers and contractors in these locations.

As a result, a prolonging of this conflict could cause delays in future product launches if such contractors are unable to work and/or it becomes necessary to locate and train new contractors to support these products.

In addition, we opted to shut down our GoDaddy website in Russia and have removed support for the Ruble.

Our business has not been materially impacted to date by the ongoing military conflict, however it is impossible to predict the extent to which our operations will be impacted or the ways in which the conflict may impact our business in the long term.

the amount of our stored customer data.

We continue to make enhancements to existing platforms and tools to support our growth, including to our enterprise resource planning systems related to our e-commerce and revenue recognition.

rather than integrating with us.

Certain of our employees in Germany are represented by employee works councils and elsewhere some international employees are represented by worker representatives in accordance with local regulations.

As of the date of this filing, we have invited most employees to return to our offices on a voluntary basis.

We substantially rely upon AWS to operate our platform, and any disruption of or interference with our use of AWS would adversely affect our business, results of operations and financial condition.

We outsource a substantial majority of our cloud infrastructure to AWS, which hosts some of our products and platforms.

Our customers need to be able to access our platform at any time, without interruption or degradation of performance.

AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS.

We may experience interruptions, delays and outages in service and availability of AWS services due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints due to any number of potential causes, including technical failures, natural disasters, pandemics such as the COVID-19 pandemic, fraud or security attacks, all of which could impact our service to our customers.

In addition, if security of AWS is compromised, or our products or platform are

unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected.

In some instances, AWS or we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers.

It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases.

To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected.

In addition, any changes in service levels from AWS may adversely affect our ability to meet our customers’ requirements, result in negative publicity which could harm our reputation and brand and may adversely affect the usage of our platform.

The substantial majority of the services we use from AWS are for cloud-based server capacity and, to a lesser extent, storage and other optimization offerings.

AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions.

We access AWS infrastructure through standard IP connectivity.

AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party.

AWS may terminate the agreement for cause upon notice and upon our failure to cure a breach within 45 days from the date of such notification and may, in some cases, suspend the agreement immediately for cause upon notice.

Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our products available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services.

Any of the above circumstances or events may harm our reputation, erode customer trust, cause customers to stop using our products, impair our ability to increase revenue from existing customers, impair our ability to grow our customer base, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, results of operations and financial condition.

Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community against Russia arising from the Russia-Ukraine military conflict could include an increased number or severity of cyber attacks from Russia or its allies.

We cannot guarantee our backup systems, regular data backups, security protocols, network protection mechanisms, cybersecurity awareness training, insider threat protection program, access controls, and other procedures and measures currently

In December 2022, an unauthorized third party gained access to and installed malware on our cPanel hosting servers.

The malware intermittently redirected random customer websites to malicious sites.

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

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.

In response to evolving customer needs, we launched freemium offers for Websites + Marketing, introduced free trials of our digital marketing suite, enabled an enhanced functionality with GoFundMe, introduced robust gift card functionality and virtual appointment support, expanded our capabilities with PayPal and launched basic messaging capability to allow our customers to connect with their customers.

In September 2021, we further expanded our product offerings with the launch of OmniCommerce, which provides customers with an enhanced suite of tools to sell, track and manage sales, and extended GoDaddy Payments (formerly Poynt) with the launch of two POS devices that integrate into our newly-created dashboard, Commerce Hub.

The process of developing new products and technology is complex and uncertain.

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;

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

Our international expansion efforts may be slow or unsuccessful to the extent we experience difficulties in recruiting, training, managing and retaining qualified personnel with international experience, language skills and cultural competencies in the geographic markets we target, which could negatively impact our bookings and operating results.

Recruiting highly skilled employees in international markets poses additional challenges as we may have less data and market expertise than we have when recruiting domestically.

We may also face challenges recruiting and onboarding personnel as we adopt more extensive work-from-home policies.

Furthermore, as we continue to expand internationally, it may prove difficult to maintain our corporate culture, which we believe has been critical to our success.

Unanticipated events, such as geopolitical changes, could adversely affect those operations.

In particular, there is uncertainty as to the future of U.S. trade policy with respect to China.

Any such relocation would require significant management attention and financial resources, could adversely affect our business, operating results and financial condition, and may not prove to be successful.

We continue to plan for and implement new ERP systems, including e-commerce and revenue recognition, as well as make enhancements to existing platforms and tools.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all.

When acquiring assets in a business carve-out transaction, we may not identify all of the assets we need to operate that business at closing, which could result in additional expense.

Currently none of our workforces in the U.S. is subject to collective bargaining agreements, however, if areas of our

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

If third parties are unable to perform these functions on our behalf because of service

For example, in July 2018 we discovered a third party had accessed certain data of our Domain Factory customers.

We spent significant time and resources responding to the initial incident and subject access requests (SARs) from Domain Factory customers.

To date, the Bavarian Data Protection Agency has not rendered its final decision on its investigation of this incident; nor has it issued any fines, but we could be subject to fines in the future related to this incident in an amount we cannot predict at this time.

These hosting login

In September 2021, we identified unauthorized access to, and acquisition of, data stored on Confluence, an on-premise corporate content management system, owned and provided by a third party service provider, Atlassian, Inc. We spent significant time and resources to assess the nature of the data exfiltrated and have notified this incident to applicable regulatory authorities and law enforcement.

We or our partners may also suffer security breaches or unauthorized access to personal information and other

chat, social media, webcasts and we continue to increase our self-serve solutions.

Throughout the COVID-19 pandemic, we have helped our employees adapt to the work from home environment through technology assistance and continued learning opportunities.

Competition may be exacerbated by intensified restrictions on travel and social distancing during the COVID-19 pandemic and other future health crises.

- macroeconomic conditions and the impact on the worldwide economy and our financial results as a result of the COVID-19 pandemic;

Customer demand for our products declined in the second quarter of 2021 and while it improved in the second half of 2021, there remains uncertainty about the levels of customer demand and growth going forward.

In addition, because we have a substantial accumulated deficit, if we are unable to maintain profitability in future periods, we may be restricted under Delaware law in our ability to take certain corporate actions, including the payment of dividends or the repurchase of shares of our Class A common stock.

In addition, if we repatriate funds from our

We collect personal information, including payment card information, and other data from our current and prospective customers, website users and employees.

We continue to assess the "Schrems II" decision issued by the Court of Justice of the E.U. on July 16, 2020, and its impact on our data transfer mechanisms.

Regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal information, including payment card information identifying, or which may be used to identify, an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol (IP) addresses, device identifiers and other data.

Although we believe we comply with those laws and regulations applicable to us, these and other obligations may be modified and interpreted in different ways by courts, and new laws and regulations may be enacted in the future.

costly and significant and undesirable changes to our products, features, marketing efforts or business practices.

adopted, and in the future may adopt, tag lines or service or product names similar to ours, which could impede our ability to build our brands' identities and possibly lead to confusion.

domain names were misappropriated.

*This section generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussion of [removed: 2019] [added: 2020] items and comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020.*][added: 2021.*]

[removed: While the pandemic has not had a material impact on our results of operations so far, the] [added: The] extent to which [removed: it] [added: the ongoing COVID-19 pandemic] may impact our future results and operations will depend on future developments, [removed: including: (i)] [added: including] the duration of the [removed: pandemic; (ii) the widespread distribution and long-term efficacy of vaccines] [added: pandemic] and the [removed: availability of effective treatments; (iii) the duration and] parameters of global governmental measures put in place to control the spread of the [removed: virus; and (iv)] [added: virus as well as] the continuing economic impact of the pandemic.

We [removed: are actively monitoring] [added: continue to monitor] the pandemic and the potential impacts it may have on our [added: future] financial position, results of operations and cash [removed: flows in the future.][added: flows.]

Below are key [added: consolidated] financial highlights for [removed: 2021,] [added: 2022,] with comparisons to [removed: 2020.][added: 2021.]

- Total revenue of [removed: $3,815.7] [added: $4,091.3] million, an increase of [removed: 15.0%,] [added: 7.2%,] or approximately [removed: 14.4%] [added: 8.4%] on a constant currency basis(1).

- International revenue of [removed: $1,270.8] [added: $1,334] million, an increase of [removed: 15.0%,] [added: 5.0%,] or approximately [removed: 13.2%] [added: 8.4%] on a constant currency basis(1).

- Total [removed: bookings(2)] [added: bookings] of [removed: $4,231.7] [added: $4,413.8] million, an increase of [removed: 12.1%,] [added: 4.3%,] or approximately [removed: 11.2%] [added: 6.0%] on a constant currency basis(1).

- Operating income of [removed: $382.1] [added: $498.8] million, an increase of [removed: 40.4%.][added: 30.5%.]

- Net cash provided by operating activities of [removed: $829.3] [added: $979.7] million, an increase of [removed: 8.5%.][added: 18.1%.]

(2) *A reconciliation of [removed: total bookings] [added: Normalized EBITDA] to [removed: total revenue,] [added: net income,] its most directly comparable GAAP financial measure, is set forth in "Reconciliation of [removed: Bookings"*] [added: Normalized EBITDA"*] below.

We grew our total customers from [removed: 18.5] [added: 18.8] million as of December 31, [removed: 2018] [added: 2019] to [removed: 21.2] [added: 20.9] million as of December 31, [removed: 2021,] [added: 2022,] through a combination of our industry leading products built on a 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: 2021,] [added: 2022,] our customer retention rate exceeded 85%, and in [removed: 2021,] [added: 2022,] our retention rate for customers who had been with us for over three years was [removed: more than 93%.]

Total revenue from [removed: domain] [added: A&C] products grew at a compound annual growth rate (CAGR) of [removed: 14.0%] [added: 11.4%] over the three years ended December 31, [removed: 2021.][added: 2022.]

Total revenue from [removed: hosting and presence] [added: Core Platform] products grew at a [removed: CAGR] [added: compound annual growth rate (CAGR)] of [removed: 8.0%] [added: 5.6%] over the three years ended December 31, [removed: 2021.][added: 2022.]

Revenue derived from [removed: each] [added: both] of our product categories has increased in each of the last three years, with many of our non-domains products growing faster in recent periods.

In each of the five years ended December 31, [removed: 2021,] [added: 2022,] greater than 85% of our total 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, [removed: revenue,] [added: revenue and] retention rates [removed: and ARPU] generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend.

For example, in [removed: 2014,] [added: 2016,] we acquired [removed: 2.9] [added: approximately 3] million gross customers, who we collectively refer to as our [removed: 2014] [added: 2016] cohort, and spent [removed: $165] [added: $229] million in marketing and advertising expenses.

By the end of [removed: 2021,] [added: 2022,] the [removed: 2014] [added: 2016] cohort had generated an aggregate of approximately [removed: $1.7] [added: $1.6] 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: 2021,] [added: 2022,] the average annual revenue retention rate of the [removed: 2014] [added: 2016] cohort was 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.

We [removed: believe our] [added: selected the 2016] cohort [removed: analysis is important] [added: as an example for this analysis, which we believe helps] to illustrate the long-term value of our customers.

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

| Total revenue | | | [removed: 3,815.7] [added: 4,091.3] | | | 100.0 | | % | | | | [removed: 3,316.7] [added: 3,815.7] | | | 100.0 | | % | | | | [removed: 2,988.1] [added: 3,316.7] | | | 100.0 | | % |

| Cost of revenue (excluding depreciation and amortization) | | | [removed: 1,372.2] [added: 1,484.5] | | | [removed: 36.0] [added: 36.3] | | % | | | | [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] | | % |

| Technology and development | | | [removed: 706.3] [added: 794.0] | | | [removed: 18.5] [added: 19.4] | | % | | | | [removed: 560.4] [added: 706.3] | | | [removed: 16.9] [added: 18.5] | | % | | | | [removed: 492.6] [added: 560.4] | | | [removed: 16.5] [added: 16.9] | | % |

| Marketing and advertising | | | [removed: 503.9] [added: 412.3] | | | [removed: 13.2] [added: 10.1] | | % | | | | [removed: 438.5] [added: 503.9] | | | 13.2 | | % | | | | [removed: 345.6] [added: 438.5] | | | [removed: 11.6] [added: 13.2] | | % |

| Customer care | | | [removed: 306.1] [added: 305.9] | | | [removed: 8.0] [added: 7.5] | | % | | | | [removed: 316.9] [added: 306.1] | | | [removed: 9.6] [added: 8.0] | | % | | | | [removed: 348.7] [added: 316.9] | | | [removed: 11.7] [added: 9.6] | | % |

| General and administrative | | | [removed: 345.8] [added: 385.5] | | | [removed: 9.1] [added: 9.4] | | % | | | | [removed: 323.8] [added: 345.8] | | | [removed: 9.8] [added: 9.1] | | % | | | | [removed: 362.1] [added: 323.8] | | | [removed: 12.1] [added: 9.8] | | % |

| Restructuring and other | | | [removed: (0.3)] [added: 15.7] | | | [removed: —] [added: 0.4] | | % | | | | [removed: 43.6] [added: (0.3)] | | | [removed: 1.3] [added: —] | | % | | | | [removed: —] [added: 43.6] | | | [removed: —] [added: 1.3] | | % |

| Depreciation and amortization | | | [removed: 199.6] [added: 194.6] | | | [removed: 5.2] [added: 4.7] | | % | | | | [removed: 202.7] [added: 199.6] | | | [removed: 6.1] [added: 5.2] | | % | | | | [removed: 209.7] [added: 202.7] | | | [removed: 7.0] [added: 6.1] | | % |

| Total costs and operating expenses | | | [removed: 3,433.6] [added: 3,592.5] | | | [removed: 90.0] [added: 87.8] | | % | | | | [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] | | % |

| Operating income | | | [removed: 382.1] [added: 498.8] | | | [removed: 10.0] [added: 12.2] | | % | | | | [removed: 272.2] [added: 382.1] | | | [removed: 8.2] [added: 10.0] | | % | | | | [removed: 202.6] [added: 272.2] | | | [removed: 6.8] [added: 8.2] | | % |

| Interest expense | | | [removed: (126.0)] [added: (146.3)] | | | [removed: (3.3)] [added: (3.6)] | | % | | | | [removed: (91.3)] [added: (126.0)] | | | [removed: (2.8)] [added: (3.3)] | | % | | | | [removed: (92.1)] [added: (91.3)] | | | [removed: (3.1)] [added: (2.8)] | | % |

[removed: | Loss] [added: *Loss] on debt [removed: extinguishment | | | — | | | — | | % | | | | — | | | — | | % | | | | (14.8) | | | (0.5) | | % |][added: extinguishment*]

| Tax receivable agreements liability adjustment | | | — | | | — | | % | | | | [removed: (674.7)] [added: —] | | | [removed: (20.3)] [added: —] | | % | | | | [removed: 8.7] [added: (674.7)] | | | [removed: 0.3] [added: (20.3)] | | % |

| Other income (expense), net | | | [removed: (2.5)] [added: 7.6] | | | [removed: (0.1)] [added: 0.2] | | % | | | | [removed: (1.6)] [added: (2.5)] | | | [removed: —] [added: (0.1)] | | % | | | | [removed: 22.0] [added: (1.6)] | | | [removed: 0.7] [added: —] | | % |

| Income (loss) before income taxes | | | [removed: 253.6] [added: 356.5] | | | [removed: 6.6] [added: 8.7] | | % | | | | [removed: (495.4)] [added: 253.6] | | | [removed: (14.9)] [added: 6.6] | | % | | | | [removed: 126.4] [added: (495.4)] | | | [removed: 4.2] [added: (14.9)] | | % |

| Benefit (provision) for income taxes | | | [removed: (10.8)] [added: (3.6)] | | | [removed: (0.3)] [added: (0.1)] | | % | | | | [removed: 1.3] [added: (10.8)] | | | [removed: —] [added: (0.3)] | | % | | | | [removed: 12.0] [added: 1.3] | | | [removed: 0.4] [added: —] | | % |

| Net income (loss) | | | [removed: 242.8] [added: 352.9] | | | [removed: 6.3] [added: 8.6] | | % | | | | [removed: (494.1)] [added: 242.8] | | | [removed: (14.9)] [added: 6.3] | | % | | | | [removed: 138.4] [added: (494.1)] | | | [removed: 4.6] [added: (14.9)] | | % |

We are 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 manage and report our business in the following two segments:

- Applications and Commerce (A&C), which primarily consists of sales of products containing proprietary software, commerce products and third-party email and productivity solutions as well as sales of certain products when they are included in bundled offerings of our proprietary software products.

- Core Platform (Core), which primarily consists of sales of domain registrations and renewals, aftermarket domain sales, website hosting products and website security products when not included in bundled offerings of our proprietary software products as well as sales of products not containing a software component.

- Net income of $352.9 million, an increase of 45.3%.

- Normalized EBITDA(2) of $1,013.0 million, an increase of 16.1%.

We have broadened our business model over the past several years to encompass a meaningful set of transactional relationships with our customers in areas such as aftermarket, commerce and payments and reseller agreements where one account may give us access to many users.

We have also observed an increase in users that have converted from owning paid to free subscriptions during this time, coinciding with our experimentation with freemium services as our customers engage in more varied types of business with us.

This has changed the way in which we interact with and target our customers, and, as such, in 2022 we reevaluated our definition of a customer based on our current business model.

Under this new definition, we include all customer accounts with paid transactions in the trailing twelve months or with paid subscriptions as of the end of a period, but exclude customer accounts that have active free versions of our products but have not paid us in the trailing twelve months or do not have any paid subscriptions as of the end of the period.

As a result of this reevaluation, we revised both our customer and related ARPU disclosures to retrospectively present total customers and ARPU under our updated customer definition, as shown in the table below:

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

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

| | | | | | | | | | Year Ended December 31, | | | | | | | | |

| Previous definition | | | | | | | | | 21,233 | | | | | | 20,646 | | |

| New definition | | | | | | | | | 20,704 | | | | | | 20,148 | | |

| Previous definition | | | | | | | | | $ | 182 | | | | | $ | 166 | |

| New definition | | | | | | | | | $ | 187 | | | | | $ | 170 | |

approximately 93%.

We generate bookings and revenue from sales of product subscriptions.

*Applications and Commerce*.

We generated 31.3% of our 2022 total revenue from the sale of A&C products.

A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products such as payment processing fees and point-of-sale (POS) hardware as well as sales of third-party email and productivity solutions such as Microsoft Office 365.

*Core Platform*.

We generated 68.7% of our 2022 total revenue from our Core platform.

Core revenue primarily consists of revenue from sales of domain registrations and renewals, aftermarket domain sales, website hosting products and website security products when not included in bundled offerings of our proprietary software products.

| A&C | | | $ | 1,279.7 | | 31.3 | | % | | | | $ | 1,128.3 | | 29.6 | | % | | | | $ | 926.1 | | 27.9 | | % |

| Core | | | 2,811.6 | | | 68.7 | | % | | | | 2,687.4 | | | 70.4 | | % | | | | 2,390.6 | | | 72.1 | | % |

| Loss on debt extinguishment | | | (3.6) | | | (0.1) | | % | | | | — | | | — | | % | | | | — | | | — | | % |

Non-GAAP Financial Measure and Other Operating Metrics

| Normalized EBITDA | | | $ | 1,013.0 | | | | | $ | 872.2 | | | | | $ | 722.2 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Annualized recurring revenue | | | $ | 3,570.1 | | | | | $ | 3,433.7 | | | | | $ | 3,136.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total customers at period end (in thousands) | | | 20,897 | | | | | | 20,704 | | | | | | 20,148 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average revenue per user | | | $ | 197 | | | | | $ | 187 | | | | | $ | 170 | | | | | | | | | | | | | | | | | | | | | | | | | |

*Normalized EBITDA (NEBITDA).* NEBITDA is a supplemental measure of our operating performance used by management and investors to evaluate our business.

We calculate NEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items.

We believe that the inclusion or exclusion of certain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations but should not be viewed as a substitute for comparable GAAP measures.

*Annualized recurring revenue (ARR).* ARR is an operating metric defined as quarterly recurring revenue (QRR) multiplied by four.

QRR represents the quarterly recurring GAAP revenue, net of refunds, from new and renewed subscription-based services.

ARR is exclusive of any revenue that is non-recurring, including, without limitation, domain aftermarket, domain transfers, one-time set-up or migration fees and non-recurring professional website services fees.

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.

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.

We are the global market leader in domain registration.

As of December 31, 2021, approximately 89% of our customers had purchased a domain from us and we had 84.4 million domains under management.

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

We also offer hosting, presence and business applications products and services (products) enhancing our value proposition by enabling our customers to create, manage and syndicate their, or their customers', digital identities.

These products are often purchased in conjunction with, or subsequent to, an initial domain registration.

As we have grown, these products have become increasingly important parts of our business, constituting approximately 53% of total revenue in 2021.

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

See "Reconciliation of Bookings" below for a reconciliation of total bookings to total revenue.

*Domains*.

We generated 47% of our 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.

*Hosting and Presence*.

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

*Business Applications*.

We generated 19% of our 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 business applications products grew at a CAGR of 19.6% over the three years ended December 31, 2021.

Over this period, ARPU for the 2014 cohort grew from $106 in 2016 to $197 in 2021, representing a CAGR of 13%.

We selected the 2014 cohort for this analysis because we believe it is representative of the spending patterns and revenue impact of our other cohorts.

| Domains | | | $ | 1,809.9 | | 47.4 | | % | | | | $ | 1,515.1 | | 45.7 | | % | | | | $ | 1,351.6 | | 45.2 | | % |

| Hosting and presence | | | 1,283.4 | | | 33.7 | | % | | | | 1,200.6 | | | 36.2 | | % | | | | 1,126.5 | | | 37.7 | | % |

| Business applications | | | 722.4 | | | 18.9 | | % | | | | 601.0 | | | 18.1 | | % | | | | 510.0 | | | 17.1 | | % |

Operating Metrics

Total bookings represents cash receipts from the sale of products to customers in a given period adjusted for products where we recognize revenue on a net basis and without giving effect to certain adjustments, primarily net refunds granted in the period.

We report total bookings without giving effect to refunds granted in the period because refunds often occur in periods different from the period of sale for reasons unrelated to the marketing efforts leading to the initial sale.

Accordingly, by excluding net refunds, we believe total bookings reflects the effectiveness of our sales efforts in a given period.

We define a customer as an individual or entity, as of the end of a period, having an account with one or more paid product subscriptions.

Reconciliation of Bookings

| Change in deferred revenue(1) | | | 186.6 | | | | | | 210.5 | | | | | | 180.5 | | | | | | | | | | | | | | |

| Net refunds | | | 224.2 | | | | | | 247.3 | | | | | | 233.4 | | | | | | | | | | | | | | |

| Other | | | 5.2 | | | | | | 1.0 | | | | | | (0.8) | | | | | | | | | | | | | | |

_________________________________

(1) Change in deferred revenue includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.

We generate substantially all of our revenue from sales of subscriptions, including domain registrations and renewals, hosting and presence products and business applications products as well as from aftermarket domain sales.

We generally collect the full amount of subscription fees at the time of sale, while revenue, other than for aftermarket domain sales, is primarily recognized over the period in which the performance obligations are satisfied, which is generally over the contract term.

Consequently, we may employ policies and procedures to mitigate such risks, including the use of derivative financial instruments, which are discussed in more detail in Note [removed: 10] [added: 11] to our financial statements.

As a result, we do not believe we are exposed to any undue concentration of counterparty risk with respect to our derivative contracts as of December 31, [removed: 2021.][added: 2022.]

See Note [removed: 10] [added: 11] to our financial statements for a summary of the notional amounts and fair values of such arrangements.

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

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

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

During [removed: 2021,] [added: 2022,] our total bookings growth in constant currency would have been approximately [removed: 90] [added: 170] basis points [removed: lower] [added: higher] and our total revenue growth would have been approximately [removed: 60] [added: 120] basis points [removed: lower.][added: higher.]

At December 31, [removed: 2021,] [added: 2022,] the realized and unrealized gains [removed: (losses)] included in AOCI [removed: related to designated hedges] were [removed: $(6.0)] [added: $15.6] million and [removed: $4.6] [added: $7.3] million, respectively.

In order to manage variability due to movements in foreign currency exchange rates related to a Euro-denominated intercompany loan, we entered into [removed: a] five-year cross-currency [removed: swap] [added: swaps] in April 2017.

The [removed: cross-currency swap, which is] [added: swaps] designated as [removed: a] cash flow [removed: hedge] [added: hedging relationships convert the Euro-denominated interest] and [removed: recognized as an asset or liability at fair value, effectively creates a fixed-rate U.S. dollar] [added: principal receipts on the] intercompany loan [removed: from a] [added: into] fixed [removed: rate Euro-denominated intercompany loan,] [added: U.S. dollar interest and principal receipts,] thereby reducing our exposure to fluctuations between the Euro and U.S. dollar.

Changes to the fair value of the cross-currency [removed: swap] [added: swaps] due to changes in the value of the U.S. dollar relative to the Euro would be largely offset by the net change in the fair values of the underlying hedged items.

See Note [removed: 9] [added: 10] to our financial statements for additional information regarding our long-term debt.

Total borrowings under our [removed: 2024] [added: 2027] Term Loans were [removed: $1,782.4] [added: $731.3] million as of December 31, [removed: 2021.][added: 2022.]

These borrowings bear interest at a rate equal to, at our option, either (a) [removed: the London Interbank Offered] [added: Secured Overnight Financing] Rate [removed: (LIBOR)] [added: (SOFR) for an interest period of one month] plus [removed: 1.75%] [added: an initial margin of 3.25%] per annum or (b) [removed: 0.75%] [added: an initial margin of 2.25%] per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) [removed: one-month LIBOR] [added: SOFR for an interest period of one month] plus 1.0%.

Total borrowings under our [removed: 2027] [added: 2029] Term Loans were [removed: $738.8] [added: $1,770.0] million as of December 31, [removed: 2021.][added: 2022.]

All [removed: LIBOR-based] [added: LIBOR- and SOFR-based] interest rates under the Credit Facility are subject to a 0.0% [removed: floor on LIBOR.][added: floor.]

In April 2017, we entered into a five-year pay-fixed rate, receive-floating rate interest rate swap arrangement to effectively convert a portion of the [removed: variable rate] [added: variable-rate] borrowings under the [removed: 2024] [added: 2029] Term Loans to a fixed [removed: rate of 5.44%.][added: rate.]

In August 2020, [removed: in conjunction with the issuance of the 2027 Term Loans,] we entered into seven-year pay-fixed rate, receive-floating rate interest rate swap arrangements to effectively convert the variable one-month LIBOR interest rate on the 2027 Term Loans borrowings to a fixed rate of 0.705%.

These interest rate swaps, which mature on August 10, 2027, had an aggregate notional amount of [removed: $738.8] [added: $731.3] million at December 31, [removed: 2021.][added: 2022.]

We believe constant currency information is useful in analyzing underlying trends in our business by eliminating the impact of fluctuations in foreign currency exchange rates and allows for period-to-period comparisons of our performance.

In March 2022, we entered into a transaction to extend the maturity of these swaps to August 31, 2027, as described in Note 11 to our financial statements.

The cross-currency swaps had an aggregate amortizing notional amount of €1,171.8 million at December 31, 2022 (approximately $1,254.3 million).

The swaps designated as net investment hedging relationships hedge the foreign currency exposure of our net investment in certain Euro denominated functional currency subsidiaries.

At maturity, the Euro notional value will be exchanged for the U.S. dollar notional value.

Prior to this arrangement's contractual maturity date of April 3, 2022, in March 2022, we entered into a transaction to extend the maturity of these swaps to August 31, 2027, as described in Note 11 to our financial statements.

In addition, in conjunction with the refinancing of a portion of our debt in November 2022, the hedged debt index of the swaps was changed from LIBOR to SOFR.

The 2022 Interest Rate Swaps, which had a notional amount of $1,249.2 million as of December 31, 2022, serve to convert a portion of the variable-rate borrowings under the 2029 Term Loans to a fixed rate of 4.81%.

The uncertainty related to the economic impact of the global COVID-19 pandemic has introduced significant volatility in the financial markets.

We are actively monitoring this situation and its potential impacts on our business.

Fluctuations in

The cross-currency swap, which matures on April 3, 2022, had a notional amount of €1,184.2 million at December 31, 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.

This interest rate swap, the notional amount of which was $1,262.4 million at December 31, 2021, matures on April 3, 2022.

We are passionate about our mission, and we recognize that [removed: the] opportunity for entrepreneurs is [added: constantly] changing.

Over time, the evolution of e-commerce, social media and consumer expectations of their online and in-person experiences has changed the [removed: entrepreneur's journey.][added: entrepreneurial journey, making it more complex every day.]

Our [removed: 21.2] [added: 20.9] million customers are passionate, everyday entrepreneurs with vibrant ideas, who are determined to make their way in the world and to transform their ideas into something meaningful.

Our [added: customers' journeys are non-linear in where they start and scale their ventures and our] services are designed to meet and attract [removed: customers] [added: them] in all phases [added: and across all aspects] of their [removed: journey.][added: business.]

Wherever [added: our customers are in] their [removed: journey begins,] [added: journey,] whether [removed: with] [added: they are choosing] a [removed: domain,] [added: domain name or establishing] a physical [removed: store] [added: store, online presence] or [removed: on] a social media platform, [removed: we are] [added: GoDaddy is] there to enable them to create content, build their website, establish and manage their online marketing, sell their products and services, [added: process their payments,] syndicate marketplaces online and offline, connect social media and manage their businesses with branded email, productivity solutions and website security.

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

In each of the five years ended December 31, [removed: 2021,] [added: 2022,] our customer retention rate exceeded 85%, and in [removed: 2021,] [added: 2022,] our retention rate for customers who had been with us for over three years was [removed: more than] [added: approximately] 93%.

Additionally, in [removed: 2021,] [added: 2022,] we had approximately 1.5 million customers who each spent more than $500 a year on our product offerings.

In [removed: 2021,] [added: 2022,] we generated [removed: $3,816] [added: $4,091] million of revenue, up [removed: 15.0%] [added: 7.2%] from [removed: $3,317] [added: $3,816] million in [removed: 2020,] [added: 2021,] and we generated [removed: $4,232] [added: $4,414] million in total bookings, up [removed: 12.1%] [added: 4.3%] from [removed: $3,776] [added: $4,232] million in [removed: 2020.][added: 2021.]

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

We serve several customer populations: [added: (i)] Independents, [removed: Partners,] [added: (ii) WebPros, (iii)] Domain Registrars and Investors, [added: and (iv)] other Registrars and Corporate Domain Portfolio owners.

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

Our largest customer population, Independents, consists [removed: of] mostly [added: of] micro-businesses and noncommercial endeavors.

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

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

Our second largest customer population, [removed: Partners,] [added: WebPros,] are website designers and developers who build websites on behalf of businesses and noncommercial organizations.

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

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

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

Although [removed: Partners] [added: WebPros] 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 time.

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

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

We support a variety of control panels and content management tools favored by [removed: Partners] [added: WebPros] including cPanel, Plesk, Drupal, Joomla and more.

Domain registrars are organizations that have their own domain registration offerings, [removed: such as Amazon Web Services (AWS),] but who use our domain registration and management platform.

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

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 [removed: Partners)] [added: WebPros)] successfully find a domain name they prefer.

We serve registrars through [removed: our registry business (GoDaddy Registry),] [added: 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 [removed: shorter and better naming] alternatives to [removed: a] [added: the] .com domain that more closely represent the name of [added: our] customers' ideas, businesses and brands.

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

[removed: Crucial to our product philosophy is to provide] [added: We do all this by providing] value well in excess of the price we charge, which often puts our products in a position of strength on functionality while at an affordable cost.

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

We have also made significant investments in the localization of our service offerings, as [removed: 45%] [added: 47%] of our customers are located in international markets (notably the United Kingdom, Canada, Germany, India and Australia).

And, while not a standalone product, our GoDaddy Guides consist of approximately [removed: 5,900] [added: 6,200] specialists worldwide who are available 24/7/365 and provide care to customers who have different levels of technical sophistication.

Every great idea needs a great name and GoDaddy is the leading global [added: domain] naming service.

When inspiration strikes, we are there to provide our customers with [added: the broadest selection of domains and] high-quality search, discovery and recommendation tools [removed: as well as the broadest selection of domains] to help them find the right name for their idea.

We are a global [removed: market] leader in domain name registration, with [removed: more than] [added: nearly] 84 million domains under management as of December 31, [removed: 2021] [added: 2022] and, based on information reported in VeriSign's Domain Name Industry Brief, we held [removed: over 23%] [added: 24%] of the approximately [removed: 365] [added: 350] million domain names registered worldwide as of September 30, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 89%] [added: 92%] of our customers had purchased a domain from us.

In [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we [removed: generated] [added: derived] approximately [removed: 47%, 46%] [added: 31%, 30%] and [removed: 45%] [added: 28%] of our total revenue, respectively, from sales of our [removed: domain] [added: A&C] products.

In addition, GoDaddy Registry provides a high-performance back-end registry technology platform with a portfolio of TLDs including .biz, .co, [removed: .in,] .nyc, and .us.

Our primary domains product offerings [removed: are:][added: include:]

As the needs of our customers have changed and grown, we have evolved our products and services to meet them where they are on the entrepreneurial wheel.

Our ability to evolve and build our suite of products to meet our customers' needs uniquely positions us to help our customers navigate this complexity.

These phases are iterative in nature; customers are constantly revisiting different stages of their journey to improve and grow.

We aim to establish and provide solutions that address these differences.

We understand that no matter what our customers' needs or what stage of their idea they are focusing on, our customers want a "one-stop shop" solution.

We offer our customers products and services to meet them at every stage of their journey.

Our omni-commerce payments platform and GoDaddy Payments recognize our customers' needs and provide for cost-effective solutions.

We manage and report our business in the following two segments:

- Applications and Commerce (A&C), which primarily consists of sales of products containing proprietary software, commerce products and third-party email and productivity solutions as well as sales of certain products when they are included in bundled offerings of our proprietary software products.

- Core Platform (Core), which primarily consists of sales of domain registrations and renewals, aftermarket domain sales, website hosting products and website security products when not included in bundled offerings of our proprietary software as well as sales of products not containing a software component.

Applications and Commerce

Applications Products

In addition, we now include Payable Domains, a default payments system that creates a frictionless, out-of-the-box experience for our customers.

*Managed WordPress and Managed WooCommerce.* Managed WordPress is our streamlined, optimized hosting platform that allows our customers to build and manage a faster and more secure WordPress site.

With our Managed WordPress site, we manage the administrative tasks for our customers, allowing them to spend more time on building or growing their business.

We offer a variety of plans, with pricing based on various features.

Our Managed WordPress sites are built with enhanced security, automatic, daily backups and core updates, integrated Secure Sockets Layer (SSL), one-click migration tools, pre-installed extensions, plugins and themes, business email and backups and a staging site.

We also offer our Managed WordPress Hosting

Platform with WooCommerce, giving our customers the freedom to sell anything, anywhere online, from physical products to digital downloads, services and subscriptions.

We aim to lead the small business commerce market by enabling GoDaddy customers of all sizes, from those just starting out to established businesses looking to scale and grow, to sell everywhere their customers shop.

Our commerce products are designed to help our customers sell online, in person and on leading marketplaces, while being able to manage their sales from one place.

In addition to robust commerce capabilities, we offer the lowest card transaction fees in the industry when compared to other leading providers, which allows our customers to keep more of what they make.

Online store capability is easy to use and offers powerful commerce features with templates for websites that are optimized for mobile shopping, integrations with GoDaddy Payments and our Smart Terminal POS system, inventory and product catalog management, and growth tools for marketing.

It also allows customers to sell on leading marketplaces (e.g., Amazon, Etsy, eBay, Walmart, Google) and social media platforms (e.g., Facebook, Instagram), with all channels managed from our Commerce Hub.

In addition, in 2022 we released Managed WooCommerce Stores, which is a high performance and highly flexible WordPress online store targeted at established businesses looking for a powerful connected commerce solution to scale their online and in-store businesses.

Similar to our Websites + Marketing product, Managed WooCommerce Stores includes our Commerce Hub, marketplace selling and is integrated with GoDaddy Payments and our Smart Terminal POS system.

*Point-of-Sale (POS) Systems.* We offer a countertop Smart Terminal for businesses with in-store operations.

Our Smart Terminal is a modern, dual screen all-in-one POS system that allows our customers to manage in-store inventory and product catalogs and take payments.

In addition, the Smart Terminal seamlessly integrates with both our Websites + Marketing Online Store and Managed WooCommerce Store to unify in-person and online sales so businesses can offer “Buy online pick up in-store” experiences to their customers.

The Smart Terminal also offers access to vertical-specific third-party applications.

In addition to our Smart Terminal, we offer other payment acceptance solutions that allow our customers to take payments their way while seamlessly interacting with their customers wherever they may be.

Our Card Reader allows customers to take payments and sell on the go.

Our Virtual Terminal allows customers to take payments from their smartphone, tablet or computer with internet connection with no hardware needed.

Our customers also have the ability to take online payments without needing to create a website through our shareable pay links.

Customers can brand and personalize these shareable pay links with their domain or other marketing, giving them another opportunity to build their brand.

Pay links can be sent through text or email or shared on social media sites.

We also offer payment services through the GoDaddy Mobile App, which not only powers our Card Reader, but allows our customers to accept payments through their smartphone by using a QR code that their customers can scan to pay.

when compared to other leading providers.

In addition, GoDaddy Payments is built-in as a payments acceptance method in all our U.S. commerce products for easy enablement.

Email and Productivity Solutions

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

What it means to have an online presence has evolved to having a connected digital identity, ubiquitous presence and connected commerce that includes responsive websites integrated with social channels, search engines and e-commerce marketplaces connected to offline commerce marketplaces.

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

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

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 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.

Business Applications

In 2021, 2020 and 2019, we derived approximately 19%, 18% and 17% of our total revenue, respectively, from sales of our business applications products.

Our primary business applications products are:

The pricing of these plans depends on the customer's desired amount of storage and number of email addresses.

*Email Marketing*.

Our email marketing product helps customers market their businesses through permission-based email.

Customers can easily create and send newsletters, targeted advertising campaigns, promotions and surveys as well as connect email campaigns with their social media networks and track the results of campaigns.

*Telephony*.

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.

These SmartLine plans can be accessed with either IP phones, traditional local or cellular telephone services.

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.

The product is optimized for mobile shopping and secure checkout via credit card, GoDaddy Payments (including, Apple Pay and Google Pay), Square, Stripe or PayPal.

Our online store allows customers to manage inventory and shipping and is integrated into our social and email marketing tools, to help customers generate more business.

*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.

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.

- Connecting with a real person when they need help. Our customers sometimes need guidance to set up a website, launch a new feature or try something new.

We have over 21 million paying customers.

Our customers value our suite of products - over 84 million domains, 12% of the application-built websites in the world and over 10 million mailboxes - resulting in greater than 85% customer retention rates.

Our email penetration rates continued to grow reaching 25% of GoDaddy customers in 2021, and Websites + Marketing has grown share by 40% in the last 3 years.

GoDaddy has the two leading website building CMSs, Managed WordPress and Websites + Marketing.

Approximately 2,900 of our GoDaddy Guides are located in international markets, most significantly in India, the Philippines, Spain, Colombia and Mexico, and are directly employed by third-party partners while dedicated to GoDaddy on a full-time basis.

Approximately 92% of survey respondents feel empowered to bring their authentic selves to work and 94% believe their colleagues treat each other with respect.

*Enterprise Operations.* We recently implemented an enterprise resource planning (ERP) platform across our human capital management operations and financial and procurement operations; we continue to make improvements to these systems as needed.

In 2021, we launched several commerce solutions including:

- Two POS devices, the Smart Terminal and mobile Card Reader that allow customers to sell, track and manage their sales both online and offline;

- GoDaddy Payments, a payments solution that enables GoDaddy Websites + Marketing and Managed WordPress WooCommerce customers to handle all of their commerce transactions directly through GoDaddy;

- WooCommerce payments extensions that give merchants the ability to easily and securely accept any major credit or debit card for transactions on sites built with WooCommerce and WordPress; and

- Commerce Hub which helps our customers easily manage and track every sale they make, whether that takes place online, offline, or more commonly in today's landscape, a hybrid of the two.

Customer referrals are another highly efficient and cost-effective channel for acquiring customers.

[removed: The] [added: Other] information [added: regarding our legal proceedings] required by this item is provided in Note [removed: 12] [added: 13] to our financial statements and is incorporated herein by reference.

On June 7, 2022, IBEW Local Union 481 Defined Contribution Plan and Trust, a purported shareholder (the Plaintiff), filed a shareholder derivative complaint in the Delaware Court of Chancery against certain current and former officers and directors of the company and the company as a nominal defendant.

The complaint asserts claims of breach of fiduciary duty and corporate waste relating to the approval of the TRA Settlement Agreements (defined above) described in the section titled "Risk Factors" above.

The complaint seeks awards of monetary damages and restitution from the defendants on behalf of the company, an order directing the company to implement changes to its corporate governance and internal procedures, and an award of attorneys’ fees and costs.

Plaintiff filed an amended complaint in lieu of opposing the company's initial motion on November 4, 2022.

The company filed a motion to dismiss the amended complaint on January 6, 2023; briefing will be complete on April 27, 2023.

A hearing on the company's motion is scheduled for May 24, 2023.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] 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 approximately [removed: $14.7] [added: $10.9] 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 [removed: officers,] [added: officers and] directors.

As of February [removed: 11, 2022,] [added: 10, 2023,] there were [removed: 167,175,106] [added: 153,525,967] shares of GoDaddy Inc.'s Class A common stock, $0.001 par value per share, outstanding and [removed: 312,223] [added: 307,223] 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: 2021.][added: 2022.]

Year Ended December 31, [removed: 2021][added: 2022]

| [Note about Forward-Looking [removed: Statements](#if57e523b5c8547efad50f21745db8b59_10)] [added: Statements](#i623317e58e56467caa484e20ebcf7933_10)] | | | | | | [removed: [3](#if57e523b5c8547efad50f21745db8b59_10)] [added: [3](#i623317e58e56467caa484e20ebcf7933_10)] | | |

| [Item [removed: 1.](#if57e523b5c8547efad50f21745db8b59_19)] [added: 1.](#i623317e58e56467caa484e20ebcf7933_16)] | | | [removed: [Business](#if57e523b5c8547efad50f21745db8b59_19)] [added: [Business](#i623317e58e56467caa484e20ebcf7933_16)] | | | [removed: [5](#if57e523b5c8547efad50f21745db8b59_19)] [added: [5](#i623317e58e56467caa484e20ebcf7933_16)] | | |

| [Item [removed: 1A.](#if57e523b5c8547efad50f21745db8b59_22)] [added: 1A.](#i623317e58e56467caa484e20ebcf7933_19)] | | | [Risk [removed: Factors](#if57e523b5c8547efad50f21745db8b59_22)] [added: Factors](#i623317e58e56467caa484e20ebcf7933_19)] | | | [removed: [19](#if57e523b5c8547efad50f21745db8b59_22)] [added: [20](#i623317e58e56467caa484e20ebcf7933_19)] | | |

| [Item [removed: 1B.](#if57e523b5c8547efad50f21745db8b59_25)] [added: 1B.](#i623317e58e56467caa484e20ebcf7933_22)] | | | [Unresolved Staff [removed: Comments](#if57e523b5c8547efad50f21745db8b59_25)] [added: Comments](#i623317e58e56467caa484e20ebcf7933_22)] | | | [removed: [56](#if57e523b5c8547efad50f21745db8b59_25)] [added: [57](#i623317e58e56467caa484e20ebcf7933_22)] | | |

| [Item [removed: 2.](#if57e523b5c8547efad50f21745db8b59_28)] [added: 2.](#i623317e58e56467caa484e20ebcf7933_25)] | | | [removed: [Properties](#if57e523b5c8547efad50f21745db8b59_28)] [added: [Properties](#i623317e58e56467caa484e20ebcf7933_25)] | | | [removed: [56](#if57e523b5c8547efad50f21745db8b59_31)] [added: [58](#i623317e58e56467caa484e20ebcf7933_28)] | | |

| [Item [removed: 3.](#if57e523b5c8547efad50f21745db8b59_31)] [added: 3.](#i623317e58e56467caa484e20ebcf7933_28)] | | | [Legal [removed: Proceedings](#if57e523b5c8547efad50f21745db8b59_31)] [added: Proceedings](#i623317e58e56467caa484e20ebcf7933_28)] | | | [removed: [56](#if57e523b5c8547efad50f21745db8b59_31)] [added: [58](#i623317e58e56467caa484e20ebcf7933_28)] | | |

| [Item [removed: 4.](#if57e523b5c8547efad50f21745db8b59_34)] [added: 4.](#i623317e58e56467caa484e20ebcf7933_31)] | | | [Mine Safety [removed: Disclosures](#if57e523b5c8547efad50f21745db8b59_34)] [added: Disclosures](#i623317e58e56467caa484e20ebcf7933_31)] | | | [removed: [56](#if57e523b5c8547efad50f21745db8b59_34)] [added: [58](#i623317e58e56467caa484e20ebcf7933_31)] | | |

| [PART [removed: II.](#if57e523b5c8547efad50f21745db8b59_37)] [added: II.](#i623317e58e56467caa484e20ebcf7933_34)] | | | | | | | | |

| [Item [removed: 5.](#if57e523b5c8547efad50f21745db8b59_40)] [added: 5.](#i623317e58e56467caa484e20ebcf7933_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if57e523b5c8547efad50f21745db8b59_40)] [added: Securities](#i623317e58e56467caa484e20ebcf7933_37)] | | | [removed: [57](#if57e523b5c8547efad50f21745db8b59_40)] [added: [59](#i623317e58e56467caa484e20ebcf7933_37)] | | |

| [Item [removed: 6.](#if57e523b5c8547efad50f21745db8b59_43)] [added: 6.](#i623317e58e56467caa484e20ebcf7933_40)] | | | [removed: [\[Reserved\]](#if57e523b5c8547efad50f21745db8b59_43)] [added: [\[Reserved\]](#i623317e58e56467caa484e20ebcf7933_40)] | | | [removed: [58](#if57e523b5c8547efad50f21745db8b59_43)] [added: [60](#i623317e58e56467caa484e20ebcf7933_40)] | | |

| [Item [removed: 7.](#if57e523b5c8547efad50f21745db8b59_46)] [added: 7.](#i623317e58e56467caa484e20ebcf7933_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if57e523b5c8547efad50f21745db8b59_46)] [added: Operations](#i623317e58e56467caa484e20ebcf7933_43)] | | | [removed: [58](#if57e523b5c8547efad50f21745db8b59_46)] [added: [60](#i623317e58e56467caa484e20ebcf7933_43)] | | |

| [Item [removed: 7A.](#if57e523b5c8547efad50f21745db8b59_70)] [added: 7A.](#i623317e58e56467caa484e20ebcf7933_67)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if57e523b5c8547efad50f21745db8b59_70)] [added: Risk](#i623317e58e56467caa484e20ebcf7933_67)] | | | [removed: [70](#if57e523b5c8547efad50f21745db8b59_70)] [added: [75](#i623317e58e56467caa484e20ebcf7933_67)] | | |

| [Item [removed: 8.](#if57e523b5c8547efad50f21745db8b59_73)] [added: 8.](#i623317e58e56467caa484e20ebcf7933_70)] | | | [Financial Statements and Supplementary [removed: Data](#if57e523b5c8547efad50f21745db8b59_73)] [added: Data](#i623317e58e56467caa484e20ebcf7933_70)] | | | [removed: [72](#if57e523b5c8547efad50f21745db8b59_73)] [added: [77](#i623317e58e56467caa484e20ebcf7933_70)] | | |

| [Item [removed: 9.](#if57e523b5c8547efad50f21745db8b59_175)] [added: 9.](#i623317e58e56467caa484e20ebcf7933_166)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#if57e523b5c8547efad50f21745db8b59_175)] [added: Disclosure](#i623317e58e56467caa484e20ebcf7933_166)] | | | [removed: [112](#if57e523b5c8547efad50f21745db8b59_175)] [added: [121](#i623317e58e56467caa484e20ebcf7933_166)] | | |

| [Item [removed: 9A.](#if57e523b5c8547efad50f21745db8b59_178)] [added: 9A.](#i623317e58e56467caa484e20ebcf7933_169)] | | | [Controls and [removed: Procedures](#if57e523b5c8547efad50f21745db8b59_178)] [added: Procedures](#i623317e58e56467caa484e20ebcf7933_169)] | | | [removed: [112](#if57e523b5c8547efad50f21745db8b59_178)] [added: [121](#i623317e58e56467caa484e20ebcf7933_169)] | | |

| [Item [removed: 9B.](#if57e523b5c8547efad50f21745db8b59_184)] [added: 9B.](#i623317e58e56467caa484e20ebcf7933_175)] | | | [Other [removed: Information](#if57e523b5c8547efad50f21745db8b59_184)] [added: Information](#i623317e58e56467caa484e20ebcf7933_175)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_184)] [added: [123](#i623317e58e56467caa484e20ebcf7933_175)] | | |

| [Item [removed: 10.](#if57e523b5c8547efad50f21745db8b59_190)] [added: 10.](#i623317e58e56467caa484e20ebcf7933_181)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if57e523b5c8547efad50f21745db8b59_190)] [added: Governance](#i623317e58e56467caa484e20ebcf7933_181)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_190)] [added: [123](#i623317e58e56467caa484e20ebcf7933_181)] | | |

| [Item [removed: 11.](#if57e523b5c8547efad50f21745db8b59_193)] [added: 11.](#i623317e58e56467caa484e20ebcf7933_184)] | | | [Executive [removed: Compensation](#if57e523b5c8547efad50f21745db8b59_193)] [added: Compensation](#i623317e58e56467caa484e20ebcf7933_184)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_193)] [added: [123](#i623317e58e56467caa484e20ebcf7933_184)] | | |

| [Item [removed: 12.](#if57e523b5c8547efad50f21745db8b59_196)] [added: 12.](#i623317e58e56467caa484e20ebcf7933_187)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if57e523b5c8547efad50f21745db8b59_196)] [added: Matters](#i623317e58e56467caa484e20ebcf7933_187)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_196)] [added: [123](#i623317e58e56467caa484e20ebcf7933_187)] | | |

| [Item [removed: 13.](#if57e523b5c8547efad50f21745db8b59_199)] [added: 13.](#i623317e58e56467caa484e20ebcf7933_190)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if57e523b5c8547efad50f21745db8b59_199)] [added: Independence](#i623317e58e56467caa484e20ebcf7933_190)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_199)] [added: [123](#i623317e58e56467caa484e20ebcf7933_190)] | | |

| [Item [removed: 14.](#if57e523b5c8547efad50f21745db8b59_202)] [added: 14.](#i623317e58e56467caa484e20ebcf7933_193)] | | | [Principal Accounting Fees and [removed: Services](#if57e523b5c8547efad50f21745db8b59_202)] [added: Services](#i623317e58e56467caa484e20ebcf7933_193)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_202)] [added: [123](#i623317e58e56467caa484e20ebcf7933_193)] | | |

| [Item [removed: 15.](#if57e523b5c8547efad50f21745db8b59_208)] [added: 15.](#i623317e58e56467caa484e20ebcf7933_199)] | | | [Exhibits, Financial Statement [removed: Schedules](#if57e523b5c8547efad50f21745db8b59_208)] [added: Schedules](#i623317e58e56467caa484e20ebcf7933_199)] | | | [removed: [114](#if57e523b5c8547efad50f21745db8b59_208)] [added: [123](#i623317e58e56467caa484e20ebcf7933_199)] | | |

| [Item [removed: 16.](#if57e523b5c8547efad50f21745db8b59_211)] [added: 16.](#i623317e58e56467caa484e20ebcf7933_202)] | | | [Form 10-K [removed: Summary](#if57e523b5c8547efad50f21745db8b59_211)] [added: Summary](#i623317e58e56467caa484e20ebcf7933_202)] | | | [removed: [117](#if57e523b5c8547efad50f21745db8b59_211)] [added: [126](#i623317e58e56467caa484e20ebcf7933_202)] | | |

- our ability to effectively manage our growth and associated investments, including our migration of the [removed: vast] majority of our [removed: infrastructure] [added: applications and services] to the public cloud;

- our ability to integrate acquisitions, including our recent [removed: acquisitions] [added: acquisition] of [removed: Poynt Co. (now known as GoDaddy Payments) and Pagely,] [added: Dan.com,] our entry into new lines of business and our ability to achieve expected results from our integrations and new lines of business;

| [PART I.](#i623317e58e56467caa484e20ebcf7933_13) | | | | | | | | |

| [PART III.](#i623317e58e56467caa484e20ebcf7933_178) | | | | | | | | |

| [PART IV.](#i623317e58e56467caa484e20ebcf7933_196) | | | | | | | | |

| [Signatures](#i623317e58e56467caa484e20ebcf7933_205) | | | | | | [127](#i623317e58e56467caa484e20ebcf7933_205) | | |

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

| [PART III.](#if57e523b5c8547efad50f21745db8b59_187) | | | | | | | | |

| [PART IV.](#if57e523b5c8547efad50f21745db8b59_205) | | | | | | | | |

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

Our corporate headquarters, which we lease, [removed: are] [added: is] located in Tempe, Arizona.

We provide our cloud-based products via a network of data centers including (i) an approximately 320,000 square foot data center we own and operate in Phoenix, Arizona; (ii) co-location data centers located throughout the U.S., most significantly in Virginia; and (iii) co-location international data centers, most significantly in France, [added: Germany,] the Netherlands and Singapore.

The following graph compares, for the five year period ending December 31, [removed: 2021,] [added: 2022,] 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 (S&P 500) and the NASDAQ Internet Index.

[removed: ][added: ]

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 8] [added: 9] 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.

Share repurchase activity during the three months ended December 31, 2022 pursuant to our share repurchase programs was as follows:

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

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

| Period | | | | | | Total Number of Shares Purchased (in thousands) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased under the Programs (in millions) | | |

| October 1 - October 31 | | | | | | 707 | | | | | | $ | 75.86 | | | | | 707 | | | | | | | | |

| November 1 - November 30 | | | | | | 1,379 | | | | | | $ | 71.29 | | | | | 1,379 | | | | | | | | |

| December 1 - December 31 | | | | | | 701 | | | | | | $ | 74.45 | | | | | 701 | | | | | | | | |

| Total | | | | | | 2,787 | | | | | | | | | | | | 2,787 | | | | | | $ | 1,699.9 | |

There were no share repurchases during the three months ended December 31, 2021.

| [Report of Independent Registered Public Accounting [removed: Firm](#if57e523b5c8547efad50f21745db8b59_76)] [added: Firm](#i623317e58e56467caa484e20ebcf7933_73)] (PCAOB ID: [removed: 42[)](#if57e523b5c8547efad50f21745db8b59_76)] [added: 42[)](#i623317e58e56467caa484e20ebcf7933_73)] | | | [removed: [73](#if57e523b5c8547efad50f21745db8b59_76)] [added: [78](#i623317e58e56467caa484e20ebcf7933_73)] | | |

| [Consolidated Balance [removed: Sheets](#if57e523b5c8547efad50f21745db8b59_82)] [added: Sheets](#i623317e58e56467caa484e20ebcf7933_79)] | | | [removed: [75](#if57e523b5c8547efad50f21745db8b59_82)] [added: [80](#i623317e58e56467caa484e20ebcf7933_79)] | | |

| [Consolidated Statements of [removed: Operations](#if57e523b5c8547efad50f21745db8b59_85)] [added: Operations](#i623317e58e56467caa484e20ebcf7933_82)] | | | [removed: [76](#if57e523b5c8547efad50f21745db8b59_85)] [added: [81](#i623317e58e56467caa484e20ebcf7933_82)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#if57e523b5c8547efad50f21745db8b59_91)] [added: (Loss)](#i623317e58e56467caa484e20ebcf7933_88)] | | | [removed: [77](#if57e523b5c8547efad50f21745db8b59_91)] [added: [82](#i623317e58e56467caa484e20ebcf7933_88)] | | |

| [Consolidated Statements of Stockholders' Equity [removed: (Deficit)](#if57e523b5c8547efad50f21745db8b59_94)] [added: (Deficit)](#i623317e58e56467caa484e20ebcf7933_94)] | | | [removed: [78](#if57e523b5c8547efad50f21745db8b59_94)] [added: [83](#i623317e58e56467caa484e20ebcf7933_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if57e523b5c8547efad50f21745db8b59_97)] [added: Flows](#i623317e58e56467caa484e20ebcf7933_97)] | | | [removed: [80](#if57e523b5c8547efad50f21745db8b59_97)] [added: [85](#i623317e58e56467caa484e20ebcf7933_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if57e523b5c8547efad50f21745db8b59_100)] [added: Statements](#i623317e58e56467caa484e20ebcf7933_100)] | | | [removed: [82](#if57e523b5c8547efad50f21745db8b59_100)] [added: [87](#i623317e58e56467caa484e20ebcf7933_100)] | | |

We have audited the accompanying consolidated balance sheets of GoDaddy Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 17, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.

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

| Cash and cash equivalents | | | $ | [removed: 1,255.7] [added: 774.0] | | | | | $ | [removed: 765.2] [added: 1,255.7] | |

| Accounts and other receivables | | | [removed: 63.6] [added: 60.1] | | | | | | [removed: 41.8] [added: 63.6] | | |

| Registry deposits | | | [removed: 40.9] [added: 41.0] | | | | | | [removed: 31.1] [added: 40.9] | | |

| Prepaid domain name registry fees | | | [removed: 419.7] [added: 435.7] | | | | | | [removed: 392.4] [added: 419.7] | | |

| Prepaid expenses and other current assets | | | [removed: 109.9] [added: 271.8] | | | | | | [removed: 60.8] [added: 109.9] | | |

| Total current assets | | | [removed: 1,889.8] [added: 1,582.6] | | | | | | [removed: 1,291.3] [added: 1,889.8] | | |

| Property and equipment, net | | | [removed: 220.0] [added: 225.6] | | | | | | [removed: 257.3] [added: 220.0] | | |

| Operating lease assets | | | [removed: 109.2] [added: 84.1] | | | | | | [removed: 142.0] [added: 109.2] | | |

| Prepaid domain name registry fees, net of current portion | | | [removed: 181.4] [added: 197.1] | | | | | | [removed: 176.1] [added: 181.4] | | |

| Goodwill | | | [removed: 3,540.8] [added: 3,536.9] | | | | | | [removed: 3,275.1] [added: 3,540.8] | | |

| Intangible assets, net | | | [removed: 1,384.7] [added: 1,252.2] | | | | | | [removed: 1,255.1] [added: 1,384.7] | | |

| Other assets | | | [removed: 91.2] [added: 95.0] | | | | | | [removed: 36.0] [added: 91.2] | | |

| Total assets | | | $ | [removed: 7,417.1] [added: 6,973.5] | | | | | $ | [removed: 6,432.9] [added: 7,417.1] | |

| Accounts payable | | | $ | [removed: 85.2] [added: 130.9] | | | | | $ | [removed: 51.0] [added: 85.2] | |

| Accrued expenses and other current liabilities | | | [removed: 437.3] [added: 356.7] | | | | | | [removed: 527.6] [added: 437.3] | | |

| Deferred revenue | | | [removed: 1,890.1] [added: 1,954.0] | | | | | | [removed: 1,711.3] [added: 1,890.1] | | |

| Long-term debt | | | [removed: 24.1] [added: 18.2] | | | | | | [removed: 24.3] [added: 24.1] | | |

| Total current liabilities | | | [removed: 2,436.7] [added: 2,459.8] | | | | | | [removed: 2,314.2] [added: 2,436.7] | | |

| Deferred revenue, net of current portion | | | [removed: 743.3] [added: 770.3] | | | | | | [removed: 725.1] [added: 743.3] | | |

| Long-term debt, net of current portion | | | [removed: 3,858.2] [added: 3,812.9] | | | | | | [removed: 3,090.1] [added: 3,858.2] | | |

| Operating lease liabilities, net of current portion | | | [removed: 142.7] [added: 116.5] | | | | | | [removed: 166.7] [added: 142.7] | | |

| Other long-term liabilities | | | [removed: 77.7] [added: 87.1] | | | | | | [removed: 56.6] [added: 77.7] | | |

| Deferred tax liabilities | | | [removed: 75.3] [added: 56.2] | | | | | | [removed: 92.0] [added: 75.3] | | |

| Class A common stock, $0.001 par value - 1,000,000 shares authorized; [removed: 166,901] [added: 153,830] and [removed: 169,157] [added: 166,901] shares issued and outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | 0.2 | | | | | | 0.2 | | |

| Class B common stock, $0.001 par value - 500,000 shares authorized; [removed: 320] [added: 312] and [removed: 688] [added: 320] shares issued and outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 1,594.7] [added: 1,912.6] | | | | | | [removed: 1,308.8] [added: 1,594.7] | | |

| Accumulated deficit | | | [removed: (1,474.6)] [added: (2,422.6)] | | | | | | [removed: (1,190.9)] [added: (1,474.6)] | | |

| | | | | | | Revenue recognition | | |

| Description of the Matter | | | | | | As more fully described in Note 2 to the consolidated financial statements, the Company derives its revenue primarily from subscription fees for domain registrations, website hosting, website security, and applications and commerce products, which it generally recognizes ratably over the related contractual terms. The majority of the Company's revenue recognition process involves the use of several systems responsible for the processing and recording of transactions originating from the Company's ecommerce websites based on the calculation of revenue in accordance with the Company's accounting policies. The processing and recognition of revenue are highly automated and involve capturing and processing significant volumes of data. Auditing the Company's accounting for revenue from contracts with customers was challenging and complex due to the high volume of transactions and the dependency on the design and operation of multiple systems, some of which are custom-made for the Company's business. | | |

| How We Addressed the Matter in Our Audit | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's accounting for revenue recognition. With the assistance of information technology professionals, we tested controls over the initiation and billing of subscriptions and the Company's cash to billings reconciliation process. We also tested controls related to the interfaces between the provisioning, billing, and accounting systems. Our audit procedures included, among others, testing the completeness and accuracy of the underlying data within the Company's billing systems, performing data analytics to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts, testing samples of sales transactions to third-party documentation, and reviewing the Company's cash to billings reconciliations. We also evaluated the Company's disclosures included in Note 2 to the consolidated financial statements. | | |

February 16, 2023

| | | | 2022 | | | | | | 2021 | | |

| Applications & commerce | | | $ | 1,279.7 | | | | | $ | 1,128.3 | | | | | $ | 926.1 | |

| Core platform | | | 2,811.6 | | | | | | 2,687.4 | | | | | | 2,390.6 | | |

| Total revenue | | | 4,091.3 | | | | | | 3,815.7 | | | | | | 3,316.7 | | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 352.2 | | | | | | — | | | | | | 0.7 | | | | | | 352.9 | | |

| Stock option exercises | | | | | | | | | 536 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20.0 | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | 19.9 | | |

| Balance at December 31, 2022 | | | | | | | | | 153,830 | | | | | | $ | 0.2 | | | | | 312 | | | | | | $ | — | | | | | $ | 1,912.6 | | | | | $ | (2,422.6) | | | | | $ | 178.0 | | | | | $ | 2.5 | | | | | $ | (329.3) | |

| Net income (loss) | | | $ | 352.9 | | | | | $ | 242.8 | | | | | $ | (494.1) | |

| Depreciation and amortization | | | 194.6 | | | | | | 199.6 | | | | | | 202.7 | | |

| Gain on derivative instruments | | | 27.6 | | | | | | 6.3 | | | | | | 7.0 | | |

| Other | | | 48.4 | | | | | | 14.6 | | | | | | 25.7 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Share repurchases not yet settled | | | $ | 5.8 | | | | | $ | — | | | | | $ | — | |

| [Note 6](#i623317e58e56467caa484e20ebcf7933_2120) | | | [Prepaid Expenses and Other Current Assets](#i623317e58e56467caa484e20ebcf7933_2120) | | | [102](#i623317e58e56467caa484e20ebcf7933_2120) | | |

| [Note 8](#i623317e58e56467caa484e20ebcf7933_124) | | | [Deferred Revenue](#i623317e58e56467caa484e20ebcf7933_124) | | | [105](#i623317e58e56467caa484e20ebcf7933_124) | | |

| [Note 12](#i623317e58e56467caa484e20ebcf7933_139) | | | [Leases](#i623317e58e56467caa484e20ebcf7933_139) | | | [111](#i623317e58e56467caa484e20ebcf7933_139) | | |

| [Note 14](#i623317e58e56467caa484e20ebcf7933_145) | | | [Restructuring and Other](#i623317e58e56467caa484e20ebcf7933_145) | | | [114](#i623317e58e56467caa484e20ebcf7933_145) | | |

| [Note 16](#i623317e58e56467caa484e20ebcf7933_151) | | | [Income Taxes](#i623317e58e56467caa484e20ebcf7933_151) | | | [114](#i623317e58e56467caa484e20ebcf7933_151) | | |

| [Note 18](#i623317e58e56467caa484e20ebcf7933_160) | | | [Segment Information](#i623317e58e56467caa484e20ebcf7933_160) | | | [118](#i623317e58e56467caa484e20ebcf7933_160) | | |

| [Note 20](#i623317e58e56467caa484e20ebcf7933_2126) | | | [Subsequent Events](#i623317e58e56467caa484e20ebcf7933_2126) | | | [120](#i623317e58e56467caa484e20ebcf7933_2126) | | |

In the first quarter of 2022, we revised the presentation of revenue in our statements of operations, as described in Note 2.

Segments

Beginning in the first quarter of 2022, we revised the presentation of segment information to reflect changes in the way we manage and evaluate our business.

As such, we report our operating results through two reportable segments: Applications and Commerce (A&C) and Core Platform (Core), as further discussed in Note 18.

Accordingly, we have revised our segment information for the comparable prior year period.

| | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | $ | 225.6 | | | | | $ | 220.0 | |

We are exposed to changes in foreign currency exchange rates, primarily relating to intercompany debt, the net assets of our foreign operations and sales transactions denominated in currencies other than the U.S. dollar, as well as to changes in interest rates as a result of our variable-rate debt.

In addition, we formally assess, both at the inception and at least quarterly thereafter, whether the financial instruments used in the hedging transactions are effective at offsetting changes in either the fair values or cash flows of the relating underlying exposures.

Cash Flow Hedges

Gains and losses on these instruments are recorded as a component of AOCI until the underlying transaction is recorded in earnings.

When the hedged item is realized, gains or losses are reclassified from AOCI to earnings within the same line items as the underlying transactions.

Net Investment Hedges

We use cross-currency swaps to reduce the risk associated with exchange rate fluctuations on our net investments in certain foreign operations.

Changes in the fair value of these derivative instruments are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments (CTA).

| | | | | | |

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

| | | | | | | | | |

| | | | | | | Business Combination – Valuation of Acquired Intangible Asset | | |

| Description of the Matter | | | | | | As discussed in Note 3 of the consolidated financial statements, the Company completed the acquisition of Poynt Co. in February 2021 for purchase consideration of $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 finite-lived software and payments developed technology intangible asset totaling $37.3 million. The software and payments intangible asset was valued using an income-based approach. The fair value determination of the acquired 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, 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. | | |

| How We Addressed the Matter in Our Audit | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls that address the risks of material misstatement relating to valuation of the acquired intangible asset. For example, we tested controls over management's review of the valuation model for the acquired intangible asset, as well as the completeness and accuracy of the valuation inputs. To test the estimated fair value of the intangible asset, our audit procedures included, among others, assessing the fair value methodology used by the Company and testing the significant assumptions and the underlying data used by the Company in its analyses. We involved firm valuation specialists to assist us in our evaluation of the Company's valuation model, related assumptions and outputs of the valuation model. We evaluated the methodology used by the Company and significant assumptions included in the fair value estimate. | | |

February 17, 2022

| Balance at December 31, 2018 | | | | | | | | | 168,549 | | | | | | $ | 0.2 | | | | | 6,254 | | | | | | $ | — | | | | | $ | 699.8 | | | | | $ | 164.8 | | | | | $ | (72.1) | | | | | $ | 31.8 | | | | | $ | 824.5 | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 137.0 | | | | | | — | | | | | | 1.4 | | | | | | 138.4 | | |

| Stock option exercises | | | | | | | | | 3,976 | | | | | | — | | | | | | — | | | | | | — | | | | | | 74.9 | | | | | | — | | | | | | — | | | | | | (4.2) | | | | | | 70.7 | | |

| Exchanges of LLC units | | | | | | | | | 4,764 | | | | | | — | | | | | | (4,764) | | | | | | — | | | | | | 9.1 | | | | | | — | | | | | | (2.6) | | | | | | (6.5) | | | | | | — | | |

| Adjustment to prior period non-controlling interests allocations | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51.7 | | | | | | — | | | | | | (38.5) | | | | | | (13.2) | | | | | | — | | |

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | 14.8 | | |

| Other | | | 20.9 | | | | | | 32.7 | | | | | | 32.7 | | |

| Maturities of short-term investments | | | — | | | | | | 23.7 | | | | | | 59.9 | | |

| Landlord paid tenant improvements included in purchases of property and equipment | | | $ | 0.3 | | | | | $ | 0.5 | | | | | $ | 11.2 | |

| [Note 7](#if57e523b5c8547efad50f21745db8b59_127) | | | [Deferred Revenue](#if57e523b5c8547efad50f21745db8b59_127) | | | [98](#if57e523b5c8547efad50f21745db8b59_127) | | |

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

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

| [Note 16](#if57e523b5c8547efad50f21745db8b59_160) | | | [Payable Pursuant to the TRAs](#if57e523b5c8547efad50f21745db8b59_160) | | | [109](#if57e523b5c8547efad50f21745db8b59_160) | | |

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

As of December 31, 2021, our chief operating decision maker was our Chief Executive Officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance for the entire company.

We are exposed to changes in foreign currency exchange rates as well as changes in interest rates associated with our variable-rate debt.

To assess effectiveness of our swap instruments, we use regression analysis performed utilizing the Hypothetical Derivative Method to compare the change in fair value of the derivative instrument designated as the hedging instrument to the change in the fair value of a

similarly modeled hypothetical derivative using the same discount rate.

Following our initial quantitative assessment, we may perform subsequent assessments on a qualitative basis unless facts and circumstances change such that we can no longer qualitatively assert that our hedges are highly effective.

Gains and losses, once realized, are recorded as a component of AOCI and are amortized to earnings over the same period in which the underlying hedged amounts are recognized.

Payments received in advance of our performance are recorded as deferred revenue.

Our revenue is categorized and disaggregated as reflected in our statements of operations, as follows:

*Domains*.

Domains revenue primarily consists of domain registrations and renewals, aftermarket domain sales, domain add-ons such as domain protection and fee surcharges paid to ICANN.

*Hosting and presence*.

Hosting and presence revenue primarily consists of website hosting products, website building products, website security products, online visibility products and commerce products.

*Business applications*.

Business applications revenue primarily consists of third-party productivity applications, email accounts, email marketing tools and telephony solutions.

We apply the straight-line attribution method to recognize equity-based compensation expense associated with awards not subject to graded vesting.

For awards subject to graded vesting, we recognize expense separately for each vesting tranche.

We regularly estimate when and if PSUs will be earned and record expense over the estimated service period only for awards considered probable of being earned.

Any previously recognized expense is reversed in the period in which an award is determined to no longer be probable of being earned.

Key assumptions used in the determination of fair value for stock options are as follows:

Based on this evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021] [added: 2022] and the related notes and our report dated February [removed: 17, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

February 16, 2023

February 17, 2022

The information required by this item will be included in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the [removed: 2022] [added: 2023] Proxy Statement) to be filed with the SEC within 120 days of the year ended December 31, [removed: 2021] [added: 2022] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| 3.1 | | | | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation of GoDaddy [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex31.htm)] [added: Inc., dated June 1, 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609711/000160971122000068/gddy-20220601.htm)] | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | [removed: 4/6/2015] [added: 6/3/2022] | | |

| [added: 3.2] | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Bylaws of GoDaddy Inc., dated [removed: December 8, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000130/exhibit31-amendedandrestat.htm)] [added: July 7, 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609711/000160971122000092/gddy-20220707.htm)] | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | [removed: 12/13/2021] [added: 7/8/2022] | | |

| 10.26+ | | | | | | [Offer [removed: Letter, dated February 18, 2016,] [added: Letter] between [removed: GoDaddy Inc.] [added: GoDaddy, LLC] and [removed: Brian Sharples](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000071/a101-offerletter.htm)] [added: Mark McCaffrey, dated May 1, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/godaddy-cfoofferletter.htm)] | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | [removed: 3/10/2016] [added: 5/5/2021] | | |

| 10.27+ | | | | | | [Offer [removed: Letter, dated January 16, 2018,] [added: Letter] between [removed: GoDaddy Inc.] [added: GoDaddy, LLC] and [removed: Mark Garrett](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000020/ex101garrettofferletter.htm)] [added: Michele Lau, dated May 1, 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/godaddy-cloofferletter.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 10.1] [added: 10.2] | | | [removed: 2/2/2018] [added: 5/5/2021] | | |

| [removed: 10.28+] [added: 10.30] | | | | | | [removed: [Offer Letter,] [added: [Master Confirmation,] dated [removed: July 24, 2018,] [added: February 14, 2022, by and] between GoDaddy Inc. and [removed: Caroline Donahue](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000176/ex101-donahueofferletter.htm)] [added: Goldman Sachs & Co. LLC](http://www.sec.gov/Archives/edgar/data/1609711/000160971122000019/gs-asrmasterconfirmation21.htm)] | | | | | | 8-K | | | 001-36904 | | | 10.1 | | | [removed: 8/2/2018] [added: 2/16/2022] | | |

| [removed: 10.29+] [added: 10.31] | | | | | | [removed: [Offer Letter,] [added: [Master Confirmation,] dated [removed: July 24, 2018,] [added: February 14, 2022, by and] between GoDaddy Inc. and [removed: Ryan Roslansky](http://www.sec.gov/Archives/edgar/data/1609711/000160971118000176/ex102-roslanskyofferletter.htm)] [added: Morgan Stanley & Co. LLC](http://www.sec.gov/Archives/edgar/data/1609711/000160971122000019/ms-masterconfirmationasr21.htm)] | | | | | | 8-K | | | 001-36904 | | | 10.2 | | | [removed: 8/2/2018] [added: 2/16/2022] | | |

| [removed: 10.31+] [added: 10.28+] | | | | | | [removed: [Offer Letter between GoDaddy, LLC] [added: [Form of Change in Control] and [removed: Mark McCaffrey,] [added: Severance Agreement] dated May 1, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/godaddy-cfoofferletter.htm)] [added: 2021](http://www.sec.gov/Archives/edgar/data/1609711/000160971121000059/gddyformofchangeincontrola.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 10.1] [added: 10.3] | | | 5/5/2021 | | |

| [removed: 10.34+*] [added: 10.29+*] | | | | | | [Employment Contract between [removed: Shanghai Universal Information Technology Consulting Co.] [added: Go Daddy Singapore Pte. Ltd.] and Roger [removed: Chen] [added: Chen,] dated [removed: January 24, 2022](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000011/exhibit101-cooagreement.htm)] [added: July 1, 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609711/000160971122000092/gddy-20220707.htm)] | | | | | | [removed: 8-K/A] [added: 8-K] | | | 001-36904 | | | 10.1 | | | [removed: 1/26/2022] [added: 7/8/2022] | | |

| 21.1* | | | | | | [List of subsidiaries of GoDaddy [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a2021xex211xsubsidiaries.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/a2022xex211xsubsidiaries.htm)] | | | | | | | | | | | | | | | | | |

| 23.1* | | | | | | [Consent of independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000024/a202110-kx231eyconsent.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/a202210-kx231eyconsent.htm)] | | | | | | | | | | | | | | | | | |

| 24.1* | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#if57e523b5c8547efad50f21745db8b59_214)] [added: 10-K)](#i623317e58e56467caa484e20ebcf7933_205)] | | | | | | | | | | | | | | | | | |

| 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/1609711/000160971122000024/a202110-kxexhibit311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/a202210-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/1609711/000160971122000024/a202110-kxexhibit312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/a202210-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/1609711/000160971122000024/a202110-kxexhibit321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/a202210-kxexhibit321.htm)] | | | | | | | | | | | | | | | | | |

| 4.15* | | | | | | [First Supplemental Indenture to the Indenture dated June 4, 2019, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated January 24, 2023](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/ex415-firstsupplementalind.htm) | | | | | | | | | | | | | | | | | |

| 4.16* | | | | | | [First Supplemental Indenture to the Indenture dated February 25, 2021, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated Jan](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/ex416-firstsupplementalind.htm)[u](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/ex416-firstsupplementalind.htm)[a](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/ex416-firstsupplementalind.htm)[ry 24, 2023](https://www.sec.gov/Archives/edgar/data/1609711/000160971123000031/ex416-firstsupplementalind.htm) | | | | | | | | | | | | | | | | | |

| 10.32+ | | | | | | [Form of Performance Restricted Stock Unit Award Agreement under the GoDaddy Inc. 2015 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000061/exhibit105-prsuagreement20.htm) | | | | | | 10-Q | | | 001-36904 | | | 10.5 | | | 5/05/2022 | | |

| 10.33 | | | | | | [Joinder and Sixth Amendment to the Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto, Barclays Bank PLC and Royal Bank of Canada, effective as of November 10, 2022](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000141/godaddy-amendmentno6.htm) | | | | | | 8-5 | | | 001-36904 | | | 10.1 | | | 11/10/2022 | | |

| 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 | | |

| 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 | | |

| 10.35 | | | | | | [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 | | |

| Date: | | | February [removed: 17, 2022] [added: 16, 2023] | | | /s/ Aman Bhutani | | |

| /s/ Aman Bhutani | | | | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Mark McCaffrey | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Nick Daddario | | | | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ [removed: Charles J. Robel] [added: Brian H. Sharples] | | | | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Herald Y. Chen | | | | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Caroline F. Donahue | | | | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Mark Garrett | | | | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Leah Sweet | | | | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ Charles J. Robel | | | | | | | | | Director | | | | | | February 16, 2023 | | |

| /s/ Srini Tallapragada | | | | | | | | | Director | | | | | | February 16, 2023 | | |

| Srini Tallapragada | | | | | | | | | | | | | | | | | |

| /s/ Sigal Zarmi | | | | | | | | | Director | | | | | | February 16, 2023 | | |

| Sigal Zarmi | | | | | | | | | | | | | | | | | |

| /s/ Ryan Roslansky | | | | | | | | | Director | | | | | | February 17, 2022 | | |

| Ryan Roslansky | | | | | | | | | | | | | | | | | |

| /s/ Brian H. Sharples | | | | | | | | | Director | | | | | | February 17, 2022 | | |

| /s/ Lee E. Wittlinger | | | | | | | | | Director | | | | | | February 17, 2022 | | |

| Lee E. Wittlinger | | | | | | | | | | | | | | | | | |