GoDaddy 10-Q 2021-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-36904

GoDaddy Inc.

(Exact name of registrant as specified in its charter)

Delaware												46-5769934
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification Number)

2155 E. GoDaddy Way

Tempe, Arizona 85284

(Address of principal executive offices, including zip code)

(480) 505-8800

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share						GDDY						NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
									Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2021, there were 166,206,941 shares of GoDaddy Inc.'s Class A common stock, $0.001 par value per share, outstanding and 320,223 shares of GoDaddy Inc.'s Class B common stock, $0.001 par value per share, outstanding.

GoDaddy Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2021

TABLE OF CONTENTS

Note About Forward-Looking Statements						ii
PART I. FINANCIAL INFORMATION
Item 1			Financial Statements (unaudited)			1
			Condensed Consolidated Balance Sheets			1
			Condensed Consolidated Statements of Operations			2
			Condensed Consolidated Statements of Comprehensive Income (Loss)			3
			Condensed Consolidated Statements of Stockholders' Deficit			4
			Condensed Consolidated Statements of Cash Flows			8
			Notes to Condensed Consolidated Financial Statements			9
Item 2			Management's Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3			Quantitative and Qualitative Disclosures About Market Risk			33
Item 4			Controls and Procedures			35
PART II. OTHER INFORMATION
Item 1			Legal Proceedings			36
Item 1A			Risk Factors			36
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds			71
Item 3			Defaults Upon Senior Securities			71
Item 4			Mine Safety Disclosures			71
Item 5			Other Information			71
Item 6			Exhibits			72
Signatures						73

i

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors," contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, involving substantial risks and uncertainties. The words "believe," "may," "will," "potentially," "plan," "could," "should," "predict," "ongoing," "estimate," "continue," "anticipate," "intend," "project," "expect" and similar expressions conveying uncertainty of future events or outcomes are intended to identify forward-looking statements. These statements include, among other things, those regarding:

• our ability to continue to add new customers and increase sales to our existing customers;

• our ability to develop new solutions and bring them to market in a timely manner;

• our ability to timely and effectively scale and adapt our existing solutions;

• our dependence on establishing and maintaining a strong brand;

• the occurrence of service interruptions and security or privacy breaches and related remediation efforts and fines;

• system failures or capacity constraints;

• the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;

• our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including changes in technology and development, marketing and advertising, general and administrative and customer care expenses, and our ability to achieve and maintain future profitability;

• our ability to continue to efficiently acquire customers, maintain our high customer retention rates and maintain the level of our customers' lifetime spend;

• our ability to provide high quality customer care;

• the effects of increased competition in our markets and our ability to compete effectively;

• our ability to grow internationally;

• the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;

• our ability to effectively manage our growth and associated investments, including our migration of the vast majority of our infrastructure to the public cloud;

• our ability to integrate acquisitions, including our recent acquisition of Poynt Co., our entry into new lines of business and our ability to achieve expected results from our integrations and new lines of business;

• our ability to maintain our relationships with our partners;

• adverse consequences of our substantial level of indebtedness and our ability to repay our debt;

• our ability to maintain, protect and enhance our intellectual property;

• our ability to maintain or improve our market share;

• sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;

• beliefs and objectives for future operations;

• our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States (U.S.) and internationally;

• economic and industry trends or trend analysis;

• our ability to attract and retain qualified employees and key personnel;

• anticipated income tax rates, tax estimates and tax standards;

• interest rate changes;

• the future trading prices of our Class A common stock;

ii

NOTE ABOUT FORWARD-LOOKING STATEMENTS (continued)

• our expectations regarding the outcome of any regulatory investigation or litigation;

• the amount and timing of future repurchases of our Class A common stock under any share repurchase program;

• the length and severity of the coronavirus (COVID-19) pandemic and its impact on our business, customers and employees;

as well as other statements regarding our future operations, financial condition, growth prospects and business strategies.

We operate in very competitive and rapidly-changing environments, and new risks emerge from time-to-time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to conform such statements to actual results or to changes in our expectations, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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

iii

Part I - FINANCIAL INFORMATION

GoDaddy Inc.

Condensed Consolidated Balance Sheets (unaudited)

(In millions, except shares in thousands and per share amounts)

			September 30,						December 31,
			2021						2020
Assets
Current assets:
Cash and cash equivalents			$	1,143.4					$	765.2
Accounts and other receivables			63.8						41.8
Registry deposits			30.5						31.1
Prepaid domain name registry fees			424.4						392.4
Prepaid expenses and other current assets			107.4						60.8
Total current assets			1,769.5						1,291.3
Property and equipment, net			228.5						257.3
Operating lease assets			122.2						142.0
Prepaid domain name registry fees, net of current portion			180.8						176.1
Goodwill			3,500.4						3,275.1
Intangible assets, net			1,408.9						1,255.1
Other assets			87.7						36.0
Total assets			$	7,298.0					$	6,432.9
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable			$	75.0					$	51.0
Accrued expenses and other current liabilities			485.8						527.6
Deferred revenue			1,900.1						1,711.3
Long-term debt			24.1						24.3
Total current liabilities			2,485.0						2,314.2
Deferred revenue, net of current portion			756.7						725.1
Long-term debt, net of current portion			3,863.7						3,090.1
Operating lease liabilities, net of current portion			148.3						166.7
Other long-term liabilities			66.3						56.6
Deferred tax liabilities			79.1						92.0
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value - 50,000 shares authorized; none issued and outstanding			—						—
Class A common stock, $0.001 par value - 1,000,000 shares authorized; 166,121 and 169,157 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			0.2						0.2
Class B common stock, $0.001 par value - 500,000 shares authorized; 320 and 688 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—						—
Additional paid-in capital			1,521.8						1,308.8
Accumulated deficit			(1,561.8)						(1,190.9)
Accumulated other comprehensive loss			(63.0)						(131.0)
Total stockholders' deficit attributable to GoDaddy Inc.			(102.8)						(12.9)
Non-controlling interests			1.7						1.1
Total stockholders' deficit			(101.1)						(11.8)
Total liabilities and stockholders' deficit			$	7,298.0					$	6,432.9

See accompanying notes to condensed consolidated financial statements.

GoDaddy Inc.

Condensed Consolidated Statements of Operations (unaudited)

(In millions, except shares in thousands and per share amounts)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Revenue:
Domains			$	453.2					$	387.4					$	1,312.6					$	1,112.9
Hosting and presence			324.7						302.4						953.5						891.8
Business applications			186.1						154.6						530.3						438.1
Total revenue			964.0						844.4						2,796.4						2,442.8
Costs and operating expenses(1):
Cost of revenue (excluding depreciation and amortization)			345.8						290.2						999.0						856.7
Technology and development			172.4						141.4						530.8						411.8
Marketing and advertising			124.0						115.4						383.2						312.9
Customer care			74.0						73.6						230.9						242.6
General and administrative			81.2						76.4						260.9						244.1
Restructuring and other			(15.4)						4.3						(15.4)						43.7
Depreciation and amortization			50.7						50.7						149.7						151.3
Total costs and operating expenses			832.7						752.0						2,539.1						2,263.1
Operating income			131.3						92.4						257.3						179.7
Interest expense			(32.5)						(23.9)						(93.8)						(64.5)
Tax receivable agreements liability adjustment			—						—						—						(674.7)
Other income (expense), net			(1.2)						1.2						(1.4)						(1.3)
Income (loss) before income taxes			97.6						69.7						162.1						(560.8)
Benefit (provision) for income taxes			0.1						(4.6)						(6.7)						(4.1)
Net income (loss)			97.7						65.1						155.4						(564.9)
Less: net income attributable to non-controlling interests			0.2						0.4						0.3						0.7
Net income (loss) attributable to GoDaddy Inc.			$	97.5					$	64.7					$	155.1					$	(565.6)
Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock:
Basic			$	0.58					$	0.39					$	0.92					$	(3.

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The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in this Quarterly Report on Form 10-Q as well as our audited financial statements and related notes and the discussion in the "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our 2020 Form 10-K.

(Throughout this discussion and analysis, dollars are in millions and shares are in thousands.)

COVID-19 Pandemic

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. Based on guidance from governmental authorities and health experts, we have started to bring our employees back to certain offices on a voluntary basis, and we expect to do this for other offices later this year and continuing into 2022. Incremental costs of these remote working arrangements have not been material, though such arrangements have increased the risk of cybersecurity incidents as individuals have been working through less secure network connections.

While the pandemic has not had a material impact on our results of operations so far, the extent to which it may impact our future results and operations will depend on future developments, including: i) the duration of the virus; ii) the widespread distribution and long-term efficacy of vaccines and the availability of effective treatments; iii) the duration and parameters of global governmental measures put in place to control the spread of the virus; and iv) the continuing economic impact. We are actively monitoring the pandemic and the potential impacts it may have on our financial position, results of operations and cash flows in the future. See "Risk Factors" for additional information.

Third Quarter Financial Highlights

Below are our key financial highlights for the three months ended September 30, 2021, with comparisons to the three months ended September 30, 2020.

• Total revenue of $964.0 million, an increase of 14.2%, or approximately 13.5% on a constant currency basis(1).

• International revenue of $319.7 million, an increase of 12.7%, or approximately 10.6% on a constant currency basis(1).

• Total bookings(2) of $1,038.1 million, an increase of 9.9%, or approximately 9.1% on a constant currency basis(1).

• Operating income of $131.3 million, an increase of 42.1%.

• Net cash provided by operating activities of $226.4 million, an increase of 14.7%.

(1) Discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk."

(2) A reconciliation of total bookings to total revenue, its most directly comparable GAAP financial measure, is set forth in "Reconciliation of bookings" below.

Results of Operations

The following table sets forth our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2021												2020												2021												2020
			$						% of Total Revenue						$						% of Total Revenue						$						% of Total Revenue						$						% of Total Revenue
Revenue:
Domains			$	453.2					47.0		%				$	387.4					45.9		%				$	1,312.6					46.9		%				$	1,112.9					45.6		%
Hosting and presence			324.7						33.7		%				302.4						35.8		%				953.5						34.1		%				891.8						36.5		%
Business applications			186.1						19.3		%				154.6						18.3		%				530.3						19.0		%				438.1						17.9		%
Total revenue			964.0						100.0		%				844.4						100.0		%				2,796.4						100.0		%				2,442.8						100.0		%
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)			345.8						35.9		%				290.2						34.5		%				999.0						35.7		%				856.7						35.1		%
Technology and development			172.4						17.9		%				141.4						16.7		%				530.8						19.0		%				411.8						16.9		%
Marketing and advertising			124.0						12.9		%				115.4						13.7		%				383.2						13.7		%				312.9						12.8		%
Customer care			74.0						7.7		%				73.6						8.7		%				230.9						8.3		%				242.6						9.9		%
General and administrative			81.2						8.4		%				76.4						9.0		%				260.9						9.3		%				244.1						10.0		%
Restructuring and other			(15.4)						(1.6)		%				4.3						0.5		%				(15.4)						(0.6)		%				43.7						1.8		%
Depreciation and amortization			50.7						5.2		%				50.7						6.0		%				149.7						5.4		%				151.3						6.2		%
Total costs and operating expenses			832.7						86.4		%				752.0						89.1		%				2,539.1						90.8		%				2,263.1						92.7		%
Operating income			131.3						13.6		%				92.4						10.9		%				257.3						9.2		%				179.7						7.3		%
Interest expense			(32.5)						(3.4)		%				(23.9)						(2.8)		%				(93.8)						(3.4)		%				(64.5)						(2.6)		%
Tax receivable agreements liability adjustment			—						—		%				—						—		%				—						—		%				(674.7)						(27.6)		%
Other income (expense), net			(1.2)						(0.1)		%				1.2						0.1		%				(1.4)						(0.1)		%				(1.3)						(0.1)		%
Income (loss) before income taxes			97.6						10.1		%				69.7						8.2		%				162.1						5.7		%				(560.8)						(23.0)		%
Benefit (provision) for income taxes			0.1						—		%				(4.6)						(0.5)		%				(6.7)						(0.2)		%				(4.1)						(0.2)		%
Net income (loss)			97.7						10.1		%				65.1						7.7		%				155.4						5.5		%				(564.9)						(23.2)		%
Less: net income attributable to non-controlling interests			0.2						—		%				0.4						—		%				0.3						—		%				0.7						—		%
Net income (loss) attributable to GoDaddy Inc.			$	97.5					10.1		%				$	64.7					7.7		%				$	155.1					5.5		%				$	(565.6)					(23.2)		%

Revenue

We generate substantially all of our revenue from sales of subscriptions, including domain registrations and renewals, hosting and presence products and business applications products. Our subscriptions can range from monthly terms to multi-annual terms of up to ten years depending on the product. We generally collect the full amount of subscription fees at the time of sale, while revenue is recognized over the period in which the performance obligations are satisfied, which is generally over the contract term. Revenue is presented net of refunds, and we maintain a reserve to provide for refunds granted to customers.

Domains revenue primarily consists of revenue from the sale of domain registrations and renewals, aftermarket domain sales and domain add-ons such as domain protection.

Hosting and presence revenue primarily consists of revenue from the sale of subscriptions for website hosting, website security, website building and commerce products.

Business applications revenue primarily consists of revenue from the sale of subscriptions for third-party productivity applications, email accounts, email marketing tools and telephony solutions.

The following table presents our revenue for the periods indicated:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Domains			$	453.2					$	387.4					$	65.8					17		%				$	1,312.6					$	1,112.9					$	199.7					18		%
Hosting and presence			324.7						302.4						22.3						7		%				953.5						891.8						61.7						7		%
Business applications			186.1						154.6						31.5						20		%				530.3						438.1						92.2						21		%
Total revenue			$	964.0					$	844.4					$	119.6					14		%				$	2,796.4					$	2,442.8					$	353.6					14		%

The 14.2% and 14.5% increases in total revenue for the three and nine months ended September 30, 2021, respectively, were driven by growth in total customers and average revenue per user as well as contributions from recent acquisitions. The increase in customers impacted each of our revenue categories, as the additional customers purchased subscriptions across our product portfolio.

Domains

The 17.0% and 17.9% increases in domains revenue for the three and nine months ended September 30, 2021, respectively, were primarily driven by the increase in domains under management from 81.8 million as of September 30, 2020 to 84.1 million as of September 30, 2021, increased aftermarket domain sales and contributions from recent acquisitions.

Hosting and presence

The 7.4% and 6.9% increases in hosting and presence revenue for the three and nine months ended September 30, 2021, respectively, were primarily driven by increased demand for our website building and website security products as well as contributions from recent acquisitions, including commerce related revenue from Poynt. The increase in the nine month period was partially offset by lower demand for certain higher-priced subscriptions, such as GoDaddy Social.

Business applications

The 20.4% and 21.0% increases in business applications revenue for the three and nine months ended September 30, 2021, respectively, were primarily driven by increased customer adoption of our productivity solutions.

Bookings

In addition to revenue, we also believe total bookings is a useful supplement in evaluating our performance and helps provide an enhanced understanding of our business:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Total bookings			$	1,038.1					$	945.0					$	93.1					10		%				$	3,181.6					$	2,832.4					$	349.2					12		%

Total bookings. Total bookings represents cash receipts from the sale of products to customers in a given period adjusted for products where we recognize revenue on a net basis and without giving effect to certain adjustments, primarily net refunds granted in the period. Total bookings provides valuable insight into the sales of our products and the performance of our business since we typically collect payment at the time of sale and recognize revenue ratably over the term of our customer contracts. We report total bookings without giving effect to refunds granted in the period because refunds often occur in periods different from the period of sale for reasons unrelated to the marketing efforts leading to the initial sale. Accordingly, by excluding net refunds, we believe total bookings reflects the effectiveness of our sales efforts in a given period.

The 9.9% and 12.3% increases in total bookings for the three and nine months ended September 30, 2021, respectively, were primarily driven by increases in total customers and domains under management, increased aftermarket domain sales, broadened customer adoption of non-domain products and contributions from recent acquisitions. Additionally, total bookings was favorably impacted by approximately 80 and 120 basis points for the three and nine months ended September 30, 2021, respectively, due to movements in foreign currency exchange rates.

Reconciliation of bookings

The following table reconciles total bookings to total revenue, its most directly comparable GAAP financial measure:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Total bookings:
Total revenue			$	964.0					$	844.4					$	2,796.4					$	2,442.8
Change in deferred revenue(1)			19.3						42.9						208.1						198.6
Net refunds			54.1						58.4						172.1						191.4
Other			0.7						(0.7)						5.0						(0.4)
Total bookings			$	1,038.1					$	945.0					$	3,181.6					$	2,832.4

_________________________________

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

Costs and Operating Expenses

Cost of revenue

Costs of revenue are the direct costs incurred in connection with selling an incremental product to our customers. Substantially all cost of revenue relates to domain registration fees, payment processing fees, third-party commissions and licensing fees for third-party productivity applications. Similar to our billing practices, we pay domain costs at the time of purchase for the life of each subscription, but recognize the costs of service ratably over the term of our customer contracts. The terms of registry pricing are established by agreements between registries and registrars, and can vary significantly depending on the TLD. We expect cost of revenue to increase in absolute dollars in future periods related to the expansion of our domains business, higher sales of third-party productivity applications and growth in our customer base. However, cost of revenue may fluctuate as a percentage of total revenue, depending on the mix of products sold in a particular period.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Cost of revenue (excluding depreciation and amortization)			$	345.8					$	290.2					$	55.6					19		%				$	999.0					$	856.7					$	142.3					17		%

The 19.2% and 16.6% increases in cost of revenue for the three and nine months ended September 30, 2021, respectively, were primarily attributable to higher domain costs, which were driven by the increase in domains under management, increased aftermarket domain sales and costs associated with our recently acquired registry business, as well as increased software licensing fees resulting from higher sales of productivity solutions and increased payment processing fees resulting from our bookings growth.

Technology and development

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and websites. These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the data centers and systems infrastructure supporting those products, excluding depreciation expense. We expect technology and development expense to increase in absolute dollars as we continue to invest in product development and migrate our infrastructure to a cloud-based third-party provider. Technology and development expenses may fluctuate as a percentage of total revenue depending on our level of investment in additional personnel and the pace of our infrastructure transition.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Technology and development			$	172.4					$	141.4					$	31.0					22		%				$	530.8					$	411.8					$	119.0					29		%

The 21.9% and 28.9% increases in technology and development expenses for the three and nine months ended September 30, 2021, respectively, were primarily due to increased personnel costs driven by higher average headcount associated with our continued investment in product development as well as increased technology costs associated with the growth of our business and our migration to a cloud-based infrastructure. Additionally, in the three and nine months ended September 30, 2021, we recorded approximately $5.0 million and $38.0 million, respectively, in compensation expense resulting from our acquisitions, primarily Poynt.

Marketing and advertising

Marketing and advertising expenses represent the costs associated with attracting and acquiring customers, primarily consisting of fees paid to third parties for marketing and advertising campaigns across a variety of channels. These expenses also include personnel costs and affiliate program commissions. We expect marketing and advertising expenses to fluctuate depending on both the mix of internal and external marketing resources used, the size and scope of our future campaigns and the level of discretionary investments we make in marketing to drive future sales.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Marketing and advertising			$	124.0					$	115.4					$	8.6					7		%				$	383.2					$	312.9					$	70.3					22		%

The 7.5% and 22.5% increases in marketing and advertising expenses for the three and nine months ended September 30, 2021, respectively, were primarily attributable to increased discretionary spending associated with the marketing investments we made to drive additional growth. The year-over-year increase decelerated in the three month period due to the significant investments we made in 2020 to capture higher demand.

Customer care

Customer care expenses represent the costs to guide and service our customers, primarily consisting of personnel costs. We expect customer care expenses to fluctuate depending on the level of personnel required to support our business.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Customer care			$	74.0					$	73.6					$	0.4					1		%				$	230.9					$	242.6					$	(11.7)					(5)		%

The 4.8% decrease in customer care expenses for the nine months ended September 30, 2021 was primarily due to the headcount reductions related to the restructuring plan we implemented during the second quarter of 2020 as well as operating efficiencies gained as we scale our business and increase our use of alternative methods of customer interaction.

There were no material changes in customer care expenses for the three months ended September 30, 2021.

General and administrative

General and administrative expenses primarily consist of personnel costs for our administrative functions, professional service fees, office rent for all locations, all employee travel expenses, acquisition-related expenses and other general costs. We expect general and administrative expenses to fluctuate depending on the level of personnel and other administrative costs required to support our business as well as the significance of any strategic acquisitions we choose to pursue.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
General and administrative			$	81.2					$	76.4					$	4.8					6		%				$	260.9					$	244.1					$	16.8					7		%

The 6.3% and 6.9% increases in general and administrative expenses for the three and nine months ended September 30, 2021, respectively, were primarily due to increased acquisition-related expenses and professional fees. The increase for the nine month period was partially offset by the reversal of equity-based compensation expense resulting from the forfeiture of unvested awards as a result of certain executive departures.

Restructuring and other

Restructuring and other for the three and nine months ended September 30, 2021 includes the $15.4 million gain on sale of the land and buildings of our former corporate headquarters.

During the three and nine months ended September 30, 2020, we recorded $4.3 million and $43.7 million, respectively, in pre-tax restructuring charges pursuant to a restructuring plan implemented in June 2020, as further discussed in our 2020 Form 10-K. There were no such charges recorded in 2021.

Depreciation and amortization

Depreciation and amortization expenses consist of charges relating to the depreciation of the property and equipment used in our operations and the amortization of acquired intangible assets. These expenses may increase or decrease in absolute dollars in future periods depending on our future level of capital investments in hardware and other equipment as well as the significance of any future acquisitions.

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Depreciation and amortization			$	50.7					$	50.7					$	—					—		%				$	149.7					$	151.3					$	(1.6)					(1)		%

There were no material changes in depreciation and amortization.

Interest expense

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
			2021						2020						$						%						2021						2020						$						%
Interest expense			$	32.5					$	23.9					$	8.6					36		%				$	93.8					$	64.5					$	29.3					45		%

The 36.0% and 45.4% increases in interest expense for the three and nine months ended September 30, 2021, respectively, were primarily driven by the issuance of the 2027 Term Loans in August 2020 and the 2029 Senior Notes in February 2021, as further discussed in Note 9 to our financial statements, partially offset by a decrease in the effective interest rate on our variable rate borrowings.

Tax receivable agreements liability adjustment

During the nine months ended September 30, 2020, we recorded a $674.7 million charge related to the settlement of our prior tax receivable agreements, as further described in our 2020 Form 10-K.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity have been cash flow generated from operations, long-term debt borrowings and stock option exercises. Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as to make mandatory principal and interest payments on our long-term debt and to repurchase shares of our Class A common stock.

In general, we seek to deploy our capital in a prioritized manner focusing first on requirements for our operations, then on growth investments, and finally on stockholder returns. Our strategy is to deploy capital, whether debt, equity or internally generated cash, depending on the adequacy and availability of the source of capital and which source may be used most efficiently and at the lowest cost at such time. Therefore, while cash from operations is our primary source of operating liquidity and we believe our internally-generated cash flows are sufficient to support our day-to-day operations, we may use a variety of capital sources to fund our needs for less predictable investment decisions such as strategic acquisitions and share repurchases.

We have incurred significant long-term debt, primarily to fund acquisitions, share repurchases and the settlement of our prior tax receivable agreements. As a result, we are limited as to how we conduct our business and may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities, strategic acquisitions or share repurchases. However, the restrictions under our long-term debt agreements are subject to a number of qualifications and may be amended with the consent of the lenders and the holders of the senior notes, as applicable.

We believe our existing cash and cash equivalents and cash generated by operating activities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, our future capital requirements will depend on many factors, including our growth rate, macroeconomic activity, potential business disruptions associated with the ongoing COVID-19 pandemic, the timing and extent of spending to support domestic and international development efforts, continued brand development and advertising spend, the level of customer care and general and administrative activities, the introduction of new and enhanced product offerings, the costs to support new and replacement capital equipment, the completion of strategic acquisitions or share repurchases and other factors. Should we pursue additional strategic acquisitions or share repurchases, we may need to raise additional capital, which may be in the form of long-term debt or equity financings.

Credit Facility and Senior Notes

Our long-term debt consists of the Credit Facility and the senior notes. In February 2021, we issued the $800.0 million 2029 Senior Notes, which bear interest at 3.50%. The proceeds were retained for general corporate purposes, which may include working capital, capital expenditures, potential acquisitions and strategic transactions. In addition, in March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5%. See Note 9 to our financial statements for additional information regarding our long-term debt.

Our long-term debt agreements contain covenants restricting, among other things, our ability, or the ability of our subsidiaries, to incur indebtedness, issue certain types of equity, incur liens, enter into fundamental changes including mergers and consolidations, sell assets, make restricted payments including dividends, distributions and investments, prepay junior indebtedness and engage in operations other than in connection with acting as a holding company, subject to customary exceptions. As of September 30, 2021, we were in compliance with all such covenants and had no amounts drawn on our Revolver.

As further discussed in Note 10 to our financial statements, we have hedged a portion of our long-term debt through the use of cross-currency and interest rate swap derivative instruments. These instruments help us manage and mitigate our risk of exposure to changes in foreign currency exchange rates and interest rates. See "Quantitative and Qualitative Disclosures About Market Risk" for additional discussion of our hedging activities.

Share Repurchases

In May 2021, our board of directors approved the repurchase of up to an additional $775.0 million of our Class A common stock. During the nine months ended September 30, 2021, we repurchased a total of 3,500 shares in the open market for an aggregate purchase price of $275.9 million, including commissions, and entered into an ASR in August 2021 in which we repurchased an additional 3,425 shares for $250.0 million. See Note 5 to our financial statements for additional information.

As of the date of this filing, we have $749.2 million remaining available for repurchases.

Acquisitions

In February 2021, we completed the acquisition of Poynt for $297.1 million in cash consideration to expand our commerce capabilities. At closing, we also paid an additional $29.4 million in cash that was recorded as compensation expense during the three months ended March 31, 2021. The acquisition agreements also call for $45.0 million in additional compensatory cash payments subject to certain performance and employment conditions over the three year period following the closing date. See Note 3 to our financial statements for additional discussion.

During the nine months ended September 30, 2021, we purchased intangible assets for a total of $201.8 million in cash. One of these purchases also includes a variable earn-out payment of up to $12.0 million based on the achievement of specified future performance conditions. See Note 4 to our financial statements for additional discussion.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

			Nine Months Ended September 30,
			2021						2020
Net cash provided by operating activities			$	657.1					$	598.7
Net cash used in investing activities			(570.3)						(435.9)
Net cash provided by (used in) financing activities			292.4						(604.1)
Effect of exchange rate changes on cash and cash equivalents			(1.0)						0.3
Net increase (decrease) in cash and cash equivalents			$	378.2					$	(441.0)

Operating Activities

Our primary source of cash from operating activities has been cash collections from our customers. Our primary uses of cash from operating activities have been for domain registration costs paid to registries, software licensing fees related to third-party productivity solutions, personnel costs, discretionary marketing and advertising costs, technology and development costs and interest payments.

Net cash provided by operating activities increased $58.4 million from $598.7 million during the nine months ended September 30, 2020 to $657.1 million during the nine months ended September 30, 2021, primarily driven by our bookings growth. This increase was partially offset by $29.4 million in compensatory payments made in connection with the closing of our acquisition of Poynt as well as increased discretionary spending associated with the marketing investments we made to drive additional growth.

Investing Activities

Our investing activities generally consist of strategic acquisitions and purchases of property and equipment to support the overall growth of our business and our increased international presence.

Net cash used in investing activities increased $134.4 million from $435.9 million during the nine months ended September 30, 2020 to $570.3 million during the nine months ended September 30, 2021, primarily driven by $201.8 million in purchases of intangible assets and $40.0 million in purchases of equity investments in 2021, partially offset by a $100.6 million decrease in spending for business acquisitions.

Financing Activities

Our financing activities generally consist of long-term debt borrowings, the repayment of principal on long-term debt, stock option exercises and share repurchases.

Net cash from financing activities increased $896.5 million from $604.1 million used during the nine months ended September 30, 2020 to $292.4 million provided during the nine months ended September 30, 2021, primarily due to $849.8 million in payments made to settle our prior tax receivable agreements in 2020 and $800.0 million in proceeds from the issuance of the 2029 Senior Notes in 2021, partially offset by the receipt of $746.3 million in net proceeds from the issuance of the 2027 Term Loans in 2020.

Deferred Revenue

See Note 7 to our financial statements for details regarding the expected future recognition of deferred revenue.

Off-Balance Sheet Arrangements

As of September 30, 2021 and December 31, 2020, we had no off-balance sheet arrangements that had, or which are reasonably likely to have, a material effect on our financial statements.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with GAAP, and in doing so, we make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances, and we evaluate these estimates, assumptions and judgments on an ongoing basis. Different assumptions and judgments would change the estimates used in the preparation of our financial statements, which, in turn, could change our results from those reported. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed in our 2020 Form 10-K. We review our critical accounting policies and estimates with the audit and finance committee of our board of directors on an annual basis.

There have been no material changes in our critical accounting policies from those disclosed in our 2020 Form 10-K.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 2 to our financial statements.

We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and variable interest rates. 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 10 to our financial statements. We do not enter into derivative transactions for speculative or trading purposes.

As a result of the use of derivative instruments, we are exposed to the risk that counterparties to our contracts may fail to meet their contractual obligations. To mitigate such counterparty credit risk, we enter into contracts only with carefully selected financial institutions based upon ongoing evaluations of their creditworthiness. 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 September 30, 2021.

Foreign Currency Risk

We manage our exposure to changes in foreign currency exchange rates through the use of foreign exchange forward contracts and cross-currency swap contracts. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our cash and cash equivalents.

Foreign Exchange Forward Contracts

A portion of our bookings, revenue and operating expenses is denominated in foreign currencies, which are subject to exchange rate fluctuations. Our most significant foreign currency exposures are the Euro, the British pound and the Canadian dollar. Our reported bookings, revenues and operating results may be impacted by fluctuations in foreign currency exchange rates. Fluctuations in exchange rates may also cause us to recognize transaction gains and losses in our statements of operations; such amounts were not material during the period. As our international operations continue to grow, our exposure to fluctuations in exchange rates will increase, which may increase the costs associated with this growth. During the three months ended September 30, 2021, total bookings growth in constant currency would have been approximately 80 basis points lower and total revenue growth would have been approximately 70 basis points lower. Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange rate for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period.

From time-to-time, we may utilize foreign exchange forward contracts to manage the volatility of our bookings and revenue related to foreign currency transactions. These forward contracts reduce, but do not eliminate, the impact of adverse currency exchange rate fluctuations. We generally designate these forward contracts as cash flow hedges for accounting purposes. Changes in the intrinsic value of designated hedges are recorded as a component of AOCI. Gains and losses, once realized, are recorded as a component of AOCI and are amortized to revenue over the same period in which the underlying hedged amounts are recognized. As of September 30, 2021, such realized and unrealized gains (losses) included in AOCI were $(8.6) million and $5.0 million, respectively.

Cross-Currency Swap Contract

In order to manage variability due to movements in foreign currency exchange rates related to a Euro-denominated intercompany loan, we entered into a five-year cross-currency swap in April 2017. The cross-currency swap, which matures on April 3, 2022, had a notional amount of €1,187.3 million as of September 30, 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. The cross-currency swap, which is designated as a cash flow hedge and recognized as an asset or liability at fair value, effectively creates a fixed-rate U.S. dollar intercompany loan from a fixed rate Euro-denominated intercompany loan, thereby reducing our exposure to fluctuations between the Euro and U.S. dollar. Changes to the fair value of the cross-currency swap due to changes in the value of the U.S. dollar relative to the Euro would be largely offset by the net change in the fair values of the underlying hedged items.

Interest Rate Risk

Interest rate risk reflects our exposure to movements in interest rates associated with our variable-rate debt. See Note 9 to our financial statements for additional information regarding our long-term debt.

Total borrowings under our 2024 Term Loans were $1,788.7 million as of September 30, 2021. These borrowings bear interest at a rate equal to, at our option, either (a) LIBOR plus 1.75% per annum or (b) 0.75% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0%.

Total borrowings under our 2027 Term Loans were $740.6 million as of September 30, 2021. These borrowings bear interest at a rate equal to, at our option, either (a) LIBOR plus 2.0% per annum or (b) 1.0% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0% .

All LIBOR-based interest rates under the Credit Facility are subject to a 0.0% floor on LIBOR.

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 variable rate borrowings under the 2024 Term Loans to a fixed rate of 5.44%. This interest rate swap, which matures on April 3, 2022, had a notional amount of $1,265.8 million as of September 30, 2021.

In August 2020, 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 $740.6 million as of September 30, 2021.

The objective of our interest rate swaps, all of which are designated as cash flow hedges, is to manage the variability of cash flows in the interest payments related to the portion of variable-rate debt designated as being hedged.

For the balance of our long-term debt not subject to interest rate swaps, the effect of a hypothetical 10% change in interest rates would not have had a material impact on our interest expense.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), who are our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our CEO and CFO concluded that, as of September 30, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) 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.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended September 30, 2021 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is provided in Note 12 to our financial statements included in Part 1, Item 1 of this Form 10-Q, and is incorporated herein by reference.

Our operations and financial results are subject to various risks and uncertainties, including those described below. The risks and uncertainties described below are not the only ones we face, however; additional risks and uncertainties we are unaware of, or which we currently believe are not material, may also become important factors affecting us. If any of the following risks occur or risks we are unaware of occur, our business, financial condition, operating results and growth prospects could be materially and adversely affected.

Risk Factor Summary

The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, operating results and growth prospects.

• We may be unable to attract and retain customers or increase sales to new and existing customers.

• We may not successfully develop and market products that meet or anticipate our customers' needs, whether organically or inorganically, or may not develop such products on a timely basis.

• We may fail to protect and promote our brand.

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

• We face significant competition for our products in the domain name registration, website building and web-hosting markets and other markets in which we compete, and we may not be able to maintain or improve our competitive position or market share.

• Increasing our international bookings is a significant part of our strategy to grow our business, but requires significant investments of time and money, and expanding into new markets may expose us to additional risks.

• We may not effectively manage the significant investments of time and money we have made and continue to make to support our growth strategy, and such investments may not succeed.

• We may not realize the benefits of our entry into new markets or of our acquisitions if we are unable to effectively integrate new employees, products, systems and processes.

• We may enter into new lines of business or offer new products which may subject us to additional risks.

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

Strategic Risks

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

Our success depends on our ability to attract and retain customers and increase sales to new and existing customers. Although our total customers and revenue have grown rapidly in the past, in recent periods our slower growth rates have reflected the larger size and scale and maturity of our business. We cannot be assured that we will achieve similar growth rates in future periods as our total customers and revenue could decline or grow more slowly than we expect. Our gross customer adds year to date have declined relative to 2020 and there is uncertainty regarding levels of customer demand and growth going forward. The rate at which new and existing customers purchase and renew subscriptions to our products could fluctuate or decline as a result of a number of factors, such as lower demand for domain names, websites and related products, declines in our customers' level of satisfaction with our products and the support provided by our GoDaddy Guides, the timeliness and success of product enhancements and introductions by us and those of our competitors, the pricing offered by us and our competitors, the frequency and severity of any system outages, breaches, or technological change.

Our revenue has grown historically due in large part to sustained customer growth rates and strong renewals of subscriptions to our domain name registration and hosting and presence products. Our future success depends in part on maintaining strong renewals. Our costs associated with renewals are substantially lower than costs associated with acquiring new customers and selling additional products to existing customers. Therefore, a reduction in renewals, even if offset by an increase in other revenue, would reduce our operating margins in the near term. Any failure by us to continue to attract new customers or maintain strong renewals could have a material adverse effect on our business, growth prospects and operating results.

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

The markets in which we compete are characterized by constant change and innovation, frequent new product and service introductions and evolving industry standards, and we expect them to continue to evolve rapidly. Our historical success has been based on our ability to identify and anticipate customer needs and design products providing entrepreneurs, small businesses and ventures with the tools they need to create, manage and augment their digital identity. 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 with the launch of two point-of-sale (POS) devices that integrate into our newly-created dashboard, Commerce Hub. To the extent we are not able to continue to identify challenges faced by entrepreneurs, small businesses and ventures and provide products responding in a timely and effective manner to their evolving needs, our business, operating results and financial condition may be adversely affected.

The process of developing new products and technology is complex and uncertain. 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 could be harmed. These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + Marketing, our hosting platforms and our security products, those we acquire and develop as a result of acquisitions, such as Poynt, Over, Uniregistry's registrar and brokerage business, several registry businesses including Neustar, and SkyVerge, and those related to our partner programs, such as Microsoft. We must continue to commit significant resources to develop our technology in order to maintain our competitive position, and these commitments will be made without knowing whether such investments will result in products our customers need and will buy. Our new products or product enhancements could fail to attain meaningful customer acceptance for many reasons, including:

• failure to accurately predict market demand or customer preferences;

• defects, errors or failures in product design or performance;

• negative publicity about product performance or effectiveness, including negative comments on social media;

• poor business conditions for our customers or poor general macroeconomic conditions, including as a result of the COVID-19 pandemic;

• the perceived value of our products or product enhancements relative to their cost; and

• changing regulatory requirements adversely affecting the products we offer.

There is no assurance we will 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 ou

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The information below supplements and supersedes the information contained in our proxy statement for the 2021 annual meeting of stockholders (the 2021 Proxy Statement) with respect to the submission of stockholder proposals.

Stockholder Proposals for Inclusion in the Company’s 2022 Proxy Materials

Under SEC Rule 14a-8, a stockholder may submit a proposal for inclusion in the proxy materials for an annual meeting of stockholders in compliance with the requirements under the rule. The Corporate Secretary must receive the proposal at the address below not later than 120 calendar days before the one-year anniversary date of the proxy statement's release for the previous year's annual meeting. Accordingly, to be considered for inclusion in the proxy materials for the 2022 Annual Meeting of Stockholders, the Corporate Secretary must receive the proposal by December 23, 2021.

Stockholders should mail the proposal to the Corporate Secretary at GoDaddy Inc.; 2155 E. GoDaddy Way, Tempe, Arizona 85284. Please contact corporatesecretary@godaddy.com for additional information.

Nominations and Proposals Not for Inclusion in the Company’s 2022 Proxy Materials

As disclosed in our 2021 Proxy Statement, our Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that stockholders may nominate candidates or propose other business by delivering timely written notice to our Secretary. To be timely for the 2022 Annual Meeting of Stockholders, our Secretary must receive the written notice at our principal executive offices between February 2, 2022 and March 4, 2022.

Our 2021 Proxy Statement inadvertently identified March 7, 2022 as the deadline for written notice, which is incorrect.

Exhibit Number						Exhibit Description
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 2002
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 2002
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 2002
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*****						Filed herewith.
******						The certifications attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GoDaddy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						GODADDY INC.
Date:			November 3, 2021			/s/ Mark McCaffrey
						Mark McCaffrey
						Chief Financial Officer