Item 1. Financial Statements

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					$	(3.35)
Diluted			$	0.58					$	0.38					$	0.90					$	(3.35)
Weighted-average shares of Class A common stock outstanding:
Basic			167,542						167,258						168,387						168,734
Diluted			169,823						171,405						171,724						168,734
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows:
Cost of revenue			$	0.3					$	0.2					$	0.7					$	0.5
Technology and development			27.3						22.5						82.2						65.6
Marketing and advertising			5.6						5.7						18.8						15.7
Customer care			3.5						2.6						10.2						8.5
General and administrative			14.2						17.1						43.0						51.8
Total equity-based compensation expense			$	50.9					$	48.1					$	154.9					$	142.1

See accompanying notes to condensed consolidated financial statements.

GoDaddy Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(In millions)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Net income (loss)			$	97.7					$	65.1					$	155.4					$	(564.9)
Foreign exchange forward contracts gain (loss), net			11.0						(9.4)						14.0						(3.1)
Unrealized swap gain (loss), net(1)			4.6						(13.4)						22.9						(5.8)
Change in foreign currency translation adjustment			3.8						(8.4)						31.6						(44.0)
Comprehensive income (loss)			117.1						33.9						223.9						(617.8)
Less: comprehensive income (loss) attributable to non-controlling interests			0.3						0.3						0.7						0.6
Comprehensive income (loss) attributable to GoDaddy Inc.			$	116.8					$	33.6					$	223.2					$	(618.4)
___________________________
(1) Components of OCI are net of the tax effects reflected below:
Unrealized swap gain (loss), net			$	0.3					$	0.5					$	1.8					$	1.6

See accompanying notes to condensed consolidated financial statements.

GoDaddy Inc.

Condensed Consolidated Statements of Stockholders' Deficit (unaudited)

(In millions, except shares in thousands)

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Non- Controlling Interests						Total
			Shares						Amount						Shares						Amount
Balance at December 31, 2020			169,157						$	0.2					688						$	—					$	1,308.8					$	(1,190.9)					$	(131.0)					$	1.1					$	(11.8)
Net income			—						—						—						—						—						10.8						—						—						10.8
Equity-based compensation, including amounts capitalized			—						—						—						—						53.2						—						—						—						53.2
Stock option exercises			309						—						—						—						11.8						—						—						(0.2)						11.6
Repurchases of Class A common stock			(2,544)						—						—						—						—						(195.1)						—						—						(195.1)
Impact of derivatives, net			—						—						—						—						—						—						26.5						—						26.5
Change in foreign currency translation adjustment			—						—						—						—						—						—						33.7						—						33.7
Vesting of restricted stock units and other			1,523						—						(209)						—						(0.4)						—						(0.4)						0.9						0.1
Balance at March 31, 2021			168,445						0.2						479						—						1,373.4						(1,375.2)						(71.2)						1.8						(71.0)
Net income			—						—						—						—						—						46.8						—						0.1						46.9
Equity-based compensation, including amounts capitalized			—						—						—						—						52.1						—						—						—						52.1
Stock option exercises			337						—						—						—						14.2						—						—						—						14.2
Repurchases of Class A common stock			(956)						—						—						—						—						(80.8)						—						—						(80.8)
Issuance of Class A common stock under ESPP			291						—						—						—						18.4						—						—						—						18.4
Impact of derivatives, net			—						—						—						—						—						—						(5.2)						—						(5.2)
Change in foreign currency translation adjustment			—						—						—						—						—						—						(5.9)						—						(5.9)
Vesting of restricted stock units and other			603						—						(100)						—						(0.1)						—						—						—						(0.1)
Balance at June 30, 2021			168,720						0.2						379						—						1,458.0						(1,409.2)						(82.3)						1.9						(31.4)

GoDaddy Inc.

Condensed Consolidated Statements of Stockholders' Deficit (unaudited) (continued)

(In millions, except shares in thousands)

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Non- Controlling Interests						Total
			Shares						Amount						Shares						Amount
Net income			—						—						—						—						—						97.5						—						0.2						97.7
Equity-based compensation, including amounts capitalized			—						—						—						—						52.0						—						—						—						52.0
Stock option exercises			322						—						—						—						11.3						—						—						(0.1)						11.2
Repurchases of Class A common stock			(3,425)						—						—						—						—						(250.1)						—						—						(250.1)
Impact of derivatives, net			—						—						—						—						—						—						15.6						—						15.6
Change in foreign currency translation adjustment			—						—						—						—						—						—						3.8						—						3.8
Vesting of restricted stock units and other			504						—						(59)						—						0.5						—						(0.1)						(0.3)						0.1
Balance at September 30, 2021			166,121						$	0.2					320						$	—					$	1,521.8					$	(1,561.8)					$	(63.0)					$	1.7					$	(101.1)

GoDaddy Inc.

Condensed Consolidated Statements of Stockholders' Deficit (unaudited) (continued)

(In millions, except shares in thousands)

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Non- Controlling Interests						Total
			Shares						Amount						Shares						Amount
Balance at December 31, 2019			172,867						$	0.2					1,490						$	—					$	1,003.5					$	(153.5)					$	(78.2)					$	10.1					$	782.1
Net income			—						—						—						—						—						42.9						—						0.3						43.2
Equity-based compensation, including amounts capitalized			—						—						—						—						46.0						—						—						—						46.0
Stock option exercises			724						—						—						—						16.0						—						—						(0.7)						15.3
Repurchases of Class A common stock			(7,341)						—						—						—						—						(398.0)						—						—						(398.0)
Impact of derivatives, net			—						—						—						—						—						—						26.0						—						26.0
Change in foreign currency translation adjustment			—						—						—						—						—						—						(24.9)						—						(24.9)
Vesting of restricted stock units and other			1,377						—						(204)						—						1.4						(0.6)						(0.1)						(1.3)						(0.6)
Balance at March 31, 2020			167,627						0.2						1,286						—						1,066.9						(509.2)						(77.2)						8.4						489.1
Net loss			—						—						—						—						—						(673.2)						—						—						(673.2)
Equity-based compensation, including amounts capitalized			—						—						—						—						49.4						—						—						—						49.4
Stock option exercises			907						—						—						—						29.7						—						—						(0.5)						29.2
Repurchases of Class A common stock			(2,645)						—						—						—						—						(143.7)						—						—						(143.7)
Issuance of Class A common stock under ESPP			302						—						—						—						17.5						—						—						—						17.5
Impact of derivatives, net			—						—						—						—						—						—						(12.1)						—						(12.1)
Change in foreign currency translation adjustment			—						—						—						—						—						—						(10.7)						—						(10.7)
Vesting of restricted stock units and other			560						—						(166)						—						1.0						—						0.1						(1.1)						—
Balance at June 30, 2020			166,751						0.2						1,120						—						1,164.5						$	(1,326.1)					(99.9)						6.8						(254.5)

GoDaddy Inc.

Condensed Consolidated Statements of Stockholders' Deficit (unaudited) (continued)

(In millions, except shares in thousands)

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Non- Controlling Interests						Total
			Shares						Amount						Shares						Amount
Net income			—						—						—						—						—						64.7						—						0.4						65.1
Equity-based compensation, including amounts capitalized			—						—						—						—						48.6						—						—						—						48.6
Stock option exercises			517						—						—						—						14.7						—						—						(0.5)						14.2
Distributions to holders of LLC Units			—						—						—						—						—						—						—						(6.0)						(6.0)
Impact of derivatives, net			—						—						—						—						—						—						(22.8)						—						(22.8)
Change in foreign currency translation adjustment			—						—						—						—						—						—						(8.4)						—						(8.4)
Vesting of restricted stock units and other			545						—						(127)						—						0.2						—						0.1						(0.3)						—
Balance at September 30, 2020			167,813						$	0.2					993						$	—					$	1,228.0					$	(1,261.4)					$	(131.0)					$	0.4					$	(163.8)

See accompanying notes to condensed consolidated financial statements.

GoDaddy Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(In millions)

			Nine Months Ended September 30,
			2021						2020
Operating activities
Net income (loss)			$	155.4					$	(564.9)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			149.7						151.3
Equity-based compensation expense			154.9						142.1
Non-cash restructuring charges			—						29.0
Tax receivable agreements liability adjustment			—						674.7
Other			10.7						30.6
Changes in operating assets and liabilities, net of amounts acquired:
Prepaid domain name registry fees			(42.0)						(15.1)
Deferred revenue			214.8						200.5
Other operating assets and liabilities			13.6						(49.5)
Net cash provided by operating activities			657.1						598.7
Investing activities
Maturities of short-term investments			—						23.7
Business acquisitions, net of cash acquired			(320.1)						(420.7)
Purchases of intangible assets			(201.8)						—
Purchases of property and equipment			(33.7)						(39.1)
Purchases of equity investments			(40.0)						—
Other investing activities			25.3						0.2
Net cash used in investing activities			(570.3)						(435.9)
Financing activities
Proceeds received from:
Issuance of term loans			—						746.3
Issuance of senior notes			800.0						—
Stock option exercises			37.0						58.7
Issuance of Class A common stock under ESPP			18.4						17.5
Payments made for:
Settlement of tax receivable agreements			(0.2)						(849.8)
Repurchases of Class A common stock			(526.0)						(541.7)
Repayment of term loans			(24.3)						(20.6)
Other financing obligations			(12.5)						(14.5)
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)
Cash and cash equivalents, beginning of period			765.2						1,062.8
Cash and cash equivalents, end of period			$	1,143.4					$	621.8

Cash paid during the period for:
Interest on long-term debt, including impact of interest rate swaps			$	74.4					$	48.6
Income taxes, net of refunds received			$	15.5					$	11.6
Amounts included in the measurement of operating lease liabilities			$	41.1					$	38.9
Supplemental disclosure of non-cash transactions
Operating lease assets obtained in exchange for operating lease liabilities			$	10.7					$	15.8
Accrued purchases of property and equipment at period end			$	4.4					$	3.8

See accompanying notes to condensed consolidated financial statements.

GoDaddy Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Note 1			Organization and Background			9
Note 2			Summary of Significant Accounting Policies			10
Note 3			Business Acquisitions			11
Note 4			Goodwill and Intangible Assets			11
Note 5			Stockholders' Equity			13
Note 6			Equity-Based Compensation Plans			13
Note 7			Deferred Revenue			15
Note 8			Accrued Expenses and Other Current Liabilities			15
Note 9			Long-Term Debt			16
Note 10			Derivatives and Hedging			17
Note 11			Leases			20
Note 12			Commitments and Contingencies			20
Note 13			Income Taxes			21
Note 14			Income (Loss) Per Share			23
Note 15			Geographic Information			24
Note 16			Accumulated Other Comprehensive Loss			24

1. Organization and Background

Organization

We are the sole managing member of Desert Newco, and as a result, we consolidate its financial results and report non-controlling interests representing the economic interests held by its other members. The calculation of non-controlling interests excludes any net income attributable directly to GoDaddy Inc. As of September 30, 2021, we owned more than 99.8% of Desert Newco.

Basis of Presentation

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP), and include our accounts and the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated.

Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2021.

These financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the 2020 Form 10-K).

Prior Period Reclassifications

Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

GAAP requires us to make estimates and assumptions affecting amounts reported in our financial statements. We periodically evaluate our estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results may differ.

Segment

As of September 30, 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. Accordingly, we have a single operating and reportable segment.

2. Summary of Significant Accounting Policies

Assets Recognized from Contract Costs

Fees paid to various registries at the inception of a domain registration or renewal represent costs to fulfill a contract. We capitalize and amortize these prepaid domain name registry fees to cost of revenue consistent with the pattern of transfer of the product to which the asset relates. Amortization expense of such asset was $171.4 million and $161.0 million for the three months ended September 30, 2021 and 2020, respectively and was $500.0 million and $481.7 million, for the nine months ended September 30, 2021 and 2020, respectively.

Equity Investments

We hold investments in privately held equity securities, which are recorded in other assets and totaled $40.0 million at September 30, 2021. These securities are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer or impairment. Investment gains and losses are recorded in other income (expense), net.

Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available observable market data. A security's carrying value is not adjusted if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. In determining the estimated fair value of our investments, we utilize the most recent data available to us. We assess our investments for impairment at least quarterly using both qualitative and quantitative factors. If an investment is considered impaired, we recognize an impairment loss and establish a new carrying value for the investment.

Fair Value Measurements

The following tables set forth our material assets and liabilities measured and recorded at fair value on a recurring basis:

			September 30, 2021
			Level 1						Level 2						Level 3						Total
Assets:
Cash and cash equivalents:
Money market funds and time deposits			$	304.1					$	—					$	—					$	304.1
Derivative assets			—						25.4						—						25.4
Total assets			$	304.1					$	25.4					$	—					$	329.5
Liabilities:
Derivative liabilities			$	—					$	117.0					$	—					$	117.0
Total liabilities			$	—					$	117.0					$	—					$	117.0

			December 31, 2020
			Level 1						Level 2						Level 3						Total
Assets:
Cash and cash equivalents:
Money market funds			$	98.0					$	—					$	—					$	98.0
Total assets			$	98.0					$	—					$	—					$	98.0
Liabilities:
Derivative liabilities			$	—					$	216.4					$	—					$	216.4
Total liabilities			$	—					$	216.4					$	—					$	216.4

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.

Recent Accounting Pronouncements

In March 2020, the FASB issued guidance providing temporary optional expedients and exceptions related to contract modifications and hedge accounting to ease the financial reporting burden of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We continue to evaluate our contracts and hedging relationships that reference LIBOR.

3. Business Acquisitions

In February 2021, we completed the acquisition of Poynt Co. for $297.1 million in cash consideration to expand our commerce capabilities. Poynt offers a suite of products allowing small businesses to sell and accept payments anywhere, including point-of-sale systems, payments, invoicing and transaction management. 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.

The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as the acquisition date, with the excess recorded to goodwill. The recognition of goodwill, none of which is deductible for income tax purposes, was made based on strategic benefits we expect to realize from the acquisition. During the measurement period, which will not exceed one year from closing, we will continue to obtain information, primarily related to income taxes, to assist us in finalizing the acquisition date fair values. Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.

The following table summarizes the preliminary estimated acquisition date fair values of the assets acquired and liabilities assumed:

Total purchase consideration						$	297.1
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents						3.2
Indefinite-lived intangible assets						1.3
Finite-lived intangible assets						51.8
Other assets and liabilities, net						0.8
Total assets acquired, net of liabilities assumed						57.1
Goodwill						$	240.0

The identified finite-lived intangible assets, which were valued using both income- and cost-based approaches, primarily consist of developed technology and customer relationships, and have a total weighted-average amortization period of 4.2 years.

Pro forma financial information is not presented because the acquisition was not material to our financial statements.

4. Goodwill and Intangible Assets

The following table summarizes changes in our goodwill balance:

Balance at December 31, 2020			$	3,275.1
Goodwill related to acquisitions			263.4
Impact of foreign currency translation			(36.6)
Other			(1.5)
Balance at September 30, 2021			$	3,500.4

Intangible assets, net are summarized as follows:

			September 30, 2021
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Indefinite-lived intangible assets:
Trade names and branding			$	445.0					n/a						$	445.0
Domain portfolio			247.8						n/a						247.8
Contractual-based assets and other			255.1						n/a						255.1
Finite-lived intangible assets:
Customer-related			536.0						$	(263.1)					272.9
Developed technology			237.0						(121.8)						115.2
Trade names and other			114.8						(41.9)						72.9
			$	1,835.7					$	(426.8)					$	1,408.9

			December 31, 2020
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Indefinite-lived intangible assets:
Trade names and branding			$	445.0					n/a						$	445.0
Domain portfolio			250.3						n/a						250.3
Contractual-based assets			67.0						n/a						67.0
Finite-lived intangible assets:
Customer-related			857.0						$	(534.7)					322.3
Developed technology			188.1						(90.7)						97.4
Trade names and other			106.9						(33.8)						73.1
			$	1,914.3					$	(659.2)					$	1,255.1

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. The variable earn-out will be recognized only if the future performance conditions are achieved. These purchases primarily consisted of a number of top-level domains (TLDs), of which $186.8 million were recorded as indefinite-lived contractual-based intangible assets.

Amortization expense was $32.6 million and $32.0 million for the three months ended September 30, 2021 and 2020, respectively, and was $94.7 million and $94.3 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the weighted-average remaining amortization period for amortizable intangible assets was 51 months for customer-related intangible assets, 37 months for developed technology and 68 months for trade names and other, and was 51 months in total.

Based on the balance of finite-lived intangible assets as of September 30, 2021, expected future amortization expense is as follows:

Year Ending December 31:
2021 (remainder of)			$	32.7
2022			129.0
2023			102.4
2024			83.5
2025			78.6
Thereafter			34.8
			$	461.0

5. Stockholders' Equity

In May 2021, our board of directors approved the repurchase of up to an additional $775.0 million of our Class A common stock. We may purchase shares from time to time in open market purchases, block transactions and privately negotiated transactions, in accordance with applicable federal securities laws. Our share repurchase authorizations have no time limit, do not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions and legal requirements. Shares repurchased are immediately retired.

In August 2021, we entered into an accelerated share repurchase agreement (ASR) to repurchase shares of our Class A common stock in exchange for an up-front payment of $250.0 million. The total number of shares ultimately delivered under the ASR, and therefore the average repurchase price paid per share, was determined based on the volume weighted-average price of our stock during the purchase period. The shares received were retired at the time of delivery and the up-front payment was accounted for as a reduction in retained earnings. The ASR is a forward contract indexed to our Class A common stock and met all of the applicable criteria for equity classification; therefore, it was not accounted for as a derivative instrument. The ASR was completed during the three months ended September 30, 2021 and we repurchased a total of 3,425 shares of our Class A common stock at an average price of $72.99 per share. Expenses incurred in connection with the ASR were recorded as a charge to retained earnings.

Additionally, during the nine months ended September 30, 2021, we repurchased a total of 3,500 shares of our Class A common stock in the open market at an average price of $78.83 per share for an aggregate purchase price of $275.9 million, including commissions.

As of September 30, 2021, we had $749.2 million remaining available for repurchases.

6. Equity-Based Compensation Plans

Equity Plans

On January 1, 2021, an additional 6,794 shares of our Class A common stock were reserved for issuance pursuant to the automatic increase provisions of the 2015 Equity Incentive Plan. As of September 30, 2021, 31,500 shares were available for issuance as future awards under this plan.

On January 1, 2021, an additional 1,000 shares of our Class A common stock were reserved for issuance pursuant to the automatic increase provisions of the 2015 Employee Stock Purchase Plan (the ESPP). As of September 30, 2021, 4,790 shares were available for issuance under the ESPP.

Equity Plan Activity

We have granted stock options at exercise prices equal to the fair market value of our Class A common stock on the grant date. We have granted both stock options and restricted stock awards (RSUs) vesting solely upon the continued service of the recipient as well as performance-based awards (PSUs) with vesting based on either (i) our achievement of financial targets or (ii) our relative total stockholder return (TSR) as compared to an index of public internet companies. We recognize the accounting grant date fair value of equity-based awards as compensation expense over the required service period of each award, taking into account the probability of our achievement of associated performance targets. Compensation expense for TSR-based PSUs is recognized regardless of whether the TSR market condition is satisfied.

The following table summarizes stock option activity:

			Number of Shares of Class A Common Stock (#)												Weighted- Average Exercise Price Per Share ($)
Outstanding at December 31, 2020			3,428												42.79
Exercised			(968)												38.52
Forfeited			(227)												68.65
Outstanding at September 30, 2021			2,233												42.01
Vested at September 30, 2021			1,882												37.01

The following table summarizes stock award activity:

			Number of Shares of Class A Common Stock (#)
Outstanding at December 31, 2020			6,133
Granted: RSUs			3,613
Granted: TSR-based PSUs			426
Vested			(2,262)
Forfeited			(1,178)
Outstanding at September 30, 2021(1)			6,732

_________________________________

(1)Includes financial-based PSUs for which performance targets have not yet been established, and which are not yet considered granted for accounting purposes. The balance of outstanding awards is comprised of the following:

			Number of Shares of Class A Common Stock (#)						Weighted-Average Grant-Date Fair Value Per Share ($)
RSUs			5,989						77.74
TSR-based PSUs			586						107.02
Financial-based PSUs granted for accounting purposes			79						78.62
Financial-based PSUs not yet granted for accounting purposes			78						N/A
Outstanding at September 30, 2021			6,732

As of September 30, 2021, total unrecognized compensation expense related to non-vested stock options and stock awards was $6.9 million and $364.9 million, respectively, with expected remaining weighted-average recognition periods of 1.6 years and 2.6 years, respectively. Such amounts exclude PSUs not yet considered granted for accounting purposes.

7. Deferred Revenue

Deferred revenue consisted of the following:

			September 30, 2021						December 31, 2020
Current:
Domains			$	896.5					$	810.7
Hosting and presence			618.9						574.8
Business applications			384.7						325.8
			$	1,900.1					$	1,711.3
Noncurrent:
Domains			$	433.8					$	410.4
Hosting and presence			217.9						218.1
Business applications			105.0						96.6
			$	756.7					$	725.1

The increase in deferred revenue is primarily driven by payments received in advance of satisfying our performance obligations, offset by $402.5 million and $1,606.0 million of revenue recognized during the three and nine months ended September 30, 2021, respectively, which was included in deferred revenue as of December 31, 2020. Deferred revenue as of September 30, 2021 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are satisfied. Such recognition is expected to be as follows:

			Remainder of 2021						2022						2023						2024						2025						Thereafter						Total
Domains			$	336.4					$	640.8					$	178.2					$	74.7					$	42.8					$	57.4					$	1,330.3
Hosting and presence			250.1						404.7						113.3						34.8						14.2						19.7						836.8
Business applications			155.1						251.6						63.1						14.9						2.7						2.3						489.7
			$	741.6					$	1,297.1					$	354.6					$	124.4					$	59.7					$	79.4					$	2,656.8

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

			September 30, 2021						December 31, 2020
Accrued payroll and employee benefits			$	123.7					$	114.8
Derivative liabilities			117.0						216.4
Tax-related accruals			50.6						38.4
Current portion of operating lease liabilities			38.9						41.5
Accrued marketing and advertising			31.5						29.9
Accrued legal and professional			25.0						24.4
Accrued acquisition-related expenses and acquisition consideration payable			21.3						9.4
Other			77.8						52.8
			$	485.8					$	527.6

9. Long-Term Debt

Long-term debt consisted of the following:

			Maturity Date						September 30, 2021						December 31, 2020
2024 Term Loans (effective interest rate of 2.3% at September 30, 2021 and 2.8% at December 31, 2020)			February 15, 2024						$	1,788.7					$	1,807.4
2027 Term Loans (effective interest rate of 2.4% at September 30, 2021 and 3.0% at December 31, 2020)			August 10, 2027						740.6						746.2
2027 Senior Notes (effective interest rate of 5.4% at September 30, 2021 and December 31, 2020)			December 1, 2027						600.0						600.0
2029 Senior Notes (effective interest rate of 3.6% at September 30, 2021)			March 1, 2029						800.0						—
Revolver			February 15, 2024						—						—
Total									3,929.3						3,153.6
Less: unamortized original issue discount and debt issuance costs(1)									(41.5)						(39.2)
Less: current portion of long-term debt									(24.1)						(24.3)
									$	3,863.7					$	3,090.1

_________________________________

(1)Original issue discount and debt issuance costs are amortized to interest expense over the life of the related debt instruments using the interest method.

Credit Facility

As described in our 2020 Form 10-K, our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2024 Term Loans and the 2027 Term Loans) and a revolving credit facility (the Revolver). A portion of the term loans is hedged by interest rate swap arrangements, as discussed in Note 10.

In March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5% with no changes made to the maturity date or any other terms. Following this refinancing, the 2027 Term Loans 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%. Fees incurred in connection with the refinancing were not material.

As of September 30, 2021, we had $600.0 million available for borrowing under the Revolver and were not in violation of any covenants of the Credit Facility.

Senior Notes

In February 2021, we issued the 2029 Senior Notes in an aggregate principal amount of $800.0 million in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The proceeds from the issuance of the 2029 Senior Notes were retained for general corporate purposes. The 2029 Senior Notes were issued at par and bear interest at 3.5% per annum, payable annually on March 1 and September 1, commencing on September 1, 2021. The aggregate principal is payable at maturity, subject to earlier to earlier repurchase or optional redemption as described below. In conjunction with the issuance of the 2029 Senior Notes, we capitalized $9.0 million in debt issuance costs.

The 2029 Senior Notes are redeemable at our option, in whole or in part, any time prior to March 1, 2024 at a redemption price equal to 100.0% of the principal amount, plus accrued and unpaid interest, plus an applicable premium equal to the greater of 1.0% or the remaining scheduled payments of interest discounted to a present value amount. In the event of an equity offering prior to March 1, 2024, the 2029 Senior Notes may be partially redeemed with the net cash proceeds of such offering at our option at an amount equal to 103.5% of the principal amount, plus accrued and unpaid interest. On and after March 1, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75% of the principal amount, increasing to 101.875% as of March 1, 2025, and decreasing to 100.0% as of March 1, 2026, plus accrued and unpaid interest. Upon the occurrence of a change of control, we are required to offer to repurchase the Senior Notes from the holders at a price equal to 101.0% of the principal amount, plus accrued and unpaid interest.

Significant terms of the 2029 Senior Notes are as follows:

• they are subordinated to our existing secured debt, including the Credit Facility, and any future secured debt we may issue;

• all obligations are unconditionally guaranteed by all of our material domestic subsidiaries;

• we are restricted by certain covenants, including limitations on our ability to incur additional indebtedness, incur additional liens, consolidate with or merge with or into another entity and sell substantially all of our assets; and

• certain covenants may be suspended if we are able to obtain and maintain investment grade ratings and no event of default has occurred.

As of September 30, 2021, we were not in violation of any covenants of the 2027 Senior Notes or the 2029 Senior Notes.

Fair Value

The estimated fair values of our long-term debt instruments are based on observable market prices for these loans, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of September 30, 2021:

2024 Term Loans			$	1,779.8
2027 Term Loans			$	736.9
2027 Senior Notes			$	625.9
2029 Senior Notes			$	794.5

Future Debt Maturities

Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of September 30, 2021 are as follows:

Year Ending December 31:
2021 (remainder of)			$	8.2
2022			32.5
2023			32.5
2024			1,740.0
2025			7.5
Thereafter			2,108.6
			$	3,929.3

10. Derivatives and Hedging

We are exposed to changes in foreign currency exchange rates, primarily relating to intercompany debt and certain forecasted 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. Consequently, we use derivative financial instruments to manage and mitigate such risk. We do not enter into derivative transactions for speculative or trading purposes.

We utilize a variety of derivative instruments, all of which are designated as cash flow hedges, including:

• foreign exchange forward contracts to hedge certain forecasted sales transactions denominated in foreign currency, all of which had maturities of 18 months or less as of September 30, 2021;

• a cross-currency swap arrangement used to manage variability due to movements in foreign currency exchange rates related to a Euro-denominated intercompany loan; and

• pay-fixed rate, receive-floating rate interest rate swap arrangements to effectively convert portions of our variable-rate debt to fixed.

The risk management strategies related to our use of derivatives are consistent with those described in our 2020 Form 10-K.

The following table summarizes our outstanding derivative instruments on a gross basis:

			Notional Amount												Fair Value of Derivative Assets**(2)**												Fair Value of Derivative Liabilities**(2)**
			September 30, 2021						December 31, 2020						September 30, 2021						December 31, 2020						September 30, 2021						December 31, 2020
Derivative Instrument:
Level 2:
Foreign exchange forward contracts			$	333.9					$	276.2					$	6.3					$	—					$	1.3					$	15.8
Cross-currency swap(1)			1,374.7						1,461.9						—						—						100.8						167.2
Interest rate swaps			2,006.4						2,022.0						19.1						2.0						14.9						33.4
Total hedges			$	3,715.0					$	3,760.1					$	25.4					$	2.0					$	117.0					$	216.4

_________________________________

(1)The notional values of the cross-currency swap have been translated from Euros to U.S. dollars at the foreign currency rates in effect of approximately 1.16 and 1.22 as of September 30, 2021 and December 31, 2020, respectively.

(2)In our balance sheets, all derivative assets are recorded within prepaid expenses and other current assets and all derivative liabilities are recorded within accrued expenses and other current liabilities.

The following table summarizes the effect of our designated cash flow hedging derivative instruments on accumulated other comprehensive income (loss) (AOCI):

			Unrealized Gains (Losses) Recognized in Other Comprehensive Income
			Three Months Ended												Nine Months Ended
			September 30, 2021						September 30, 2020						September 30, 2021						September 30, 2020
Derivative Instrument:
Foreign exchange forward contracts(1)			$	11.0					$	(9.4)					$	14.0					$	(3.1)
Cross-currency swap			(5.3)						(7.0)						(10.8)						23.4
Interest rate swaps			10.2						(5.9)						35.5						(27.6)
Total hedges			$	15.9					$	(22.3)					$	38.7					$	(7.3)

_________________________________

(1)Amounts include gains and losses realized upon contract settlement but not yet recognized into earnings from AOCI.

The following tables summarize the locations and amounts of gains (losses) recognized within earnings related to our cash flow hedging relationships:

			Three Months Ended September 30, 2021																		Three Months Ended September 30, 2020
			Revenue						Interest Expense						Other Income (Expense), Net						Revenue						Interest Expense						Other Income (Expense), Net
Foreign exchange forward contracts:
Reclassified from AOCI into income			$	(2.8)					$	—					$	—					$	0.7					$	—					$	—
Cross-currency swap:
Reclassified from AOCI into income(1)			—						6.8						33.2						—						7.0						(58.6)
Interest rate swaps:
Reclassified from AOCI into income			—						(8.8)						—						—						(8.1)						—
Total hedges			$	(2.8)					$	(2.0)					$	33.2					$	0.7					$	(1.1)					$	(58.6)

_________________________________

(1)The amount reflected in other income (expense), net includes $(33.5) million and $58.2 million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap during the three months ended September 30, 2021 and 2020, respectively.

			Nine Months Ended September 30, 2021																		Nine Months Ended September 30, 2020
			Revenue						Interest Expense						Other Income (Expense), Net						Revenue						Interest Expense						Other Income (Expense), Net
Foreign exchange forward contracts:
Reclassified from AOCI into income			$	(6.2)					$	—					$	—					$	2.7					$	—					$	—
Cross-currency swap:
Reclassified from AOCI into income(1)			—						20.1						76.2						—						22.1						(61.0)
Interest rate swaps:
Reclassified from AOCI into income			—						(26.1)						—						—						(17.0)						—
Total hedges			$	(6.2)					$	(6.0)					$	76.2					$	2.7					$	5.1					$	(61.0)

_________________________________

(1)The amount reflected in other income (expense), net includes $(77.2) million and $60.3 million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap during the nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021, we estimate that $6.7 million of net deferred losses related to our designated cash flow hedges will be recognized in earnings over the next 12 months. No amounts have been excluded from our hedge effectiveness testing.

11. Leases

Our operating leases primarily consist of office and data center space expiring at various dates through November 2036. As of September 30, 2021, operating leases have a remaining weighted average lease term of 7.5 years and our operating lease liabilities were measured using a weighted average discount rate of 5.0%.

The components of operating lease expense were as follows:

			Three Months Ended												Nine Months Ended
			September 30, 2021						September 30, 2020						September 30, 2021						September 30, 2020
Operating lease costs			$	12.1					$	12.6					$	36.4					$	40.2
Variable lease costs			2.6						2.0						7.4						6.7
Sublease income			(1.0)						(0.5)						(2.6)						(2.3)
			$	13.7					$	14.1					$	41.2					$	44.6

12. Commitments and Contingencies

Litigation

From time-to-time, we are a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, putative and certified class actions, commercial and consumer protection claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable.

On June 13, 2019, we entered into an agreement in principle to settle the class action complaint, Jason Bennett v. GoDaddy.com (Case No. 2:16-cv-03908-DLR) (D.Ariz.), filed on June 20, 2016. The complaint alleges violation of the Telephone Consumer Protection Act of 1991 (the TCPA). On September 23, 2019, the parties fully executed a written settlement agreement. On December 16, 2019, we amended the settlement agreement to include two additional putative class action cases, which also alleged violations of the TCPA: John Herrick v. GoDaddy.com, LLC (Case No. 2:16-cv-00254 (D. Ariz.), appeal pending 18-16048 (9th Cir.)) and Susan Drazen v. GoDaddy.com, LLC (Case No 19-cv-00563) (S.D. Ala.). In 2019, we recorded an $18.1 million charge to general and administrative expense, representing our original estimated loss provision for this settlement.

Under the terms of the final settlement agreement, we made available a total of up to $35.0 million to pay: (i) class members, at their election, either a cash settlement or a credit to be used for future purchases of products from us; (ii) an incentive payment to the class representatives; (iii) notice and administration costs in connection with the settlement; and (iv) attorneys' fees to legal counsel representing the class.

On April 22, 2020, the parties filed statements in response to a request from the S.D. Ala. Court (the Court) to refine the class definition, resulting in a reduction in the total number of class members from the original estimated class. On May 14, 2020, the Court granted approval of the plaintiffs' unopposed motion for preliminary certification of the settlement class, subject to the parties' execution of an amended settlement agreement to remove John Herrick as a class representative. The parties executed such amendment on May 26, 2020, and on June 9, 2020, the Court granted preliminary approval of the final settlement agreement. The Court's order also set October 7, 2020 as the deadline for class members to submit claims and December 14, 2020 as the hearing date regarding final approval of the settlement.

On September 1, 2020, the Court issued an amended order reducing the attorneys' fees to be paid to legal counsel representing the class. Additionally, the actual number of claims made by class members through the October 7, 2020 deadline was lower than our original estimates.

On December 23, 2020, the Court issued a final judgment and order approving the class settlement, which further reduced the attorneys' fees to be paid to legal counsel representing the class and denied the plaintiffs' request for an incentive payment. Additionally, the actual notice and administration costs were lower than originally estimated.

As a result of the above developments, during 2020, we recorded a cumulative $10.0 million reduction to general and administrative expense, lowering our estimated loss provision for this settlement to $8.1 million as of December 31, 2020.

On January 19, 2021, a single objector to the settlement filed a notice of appeal to the 11th Circuit Court of Appeals, which remains pending as of the date of this filing. We made no changes to our estimated loss provision for this settlement during the three or nine months ended September 30, 2021. The timing of any settlement payments is pending resolution of the appeal.

We have denied and continue to deny the allegations in the complaint. Nothing in the final settlement agreement shall be deemed to assign or reflect any admission of fault, wrongdoing or liability, or of the appropriateness of a class action in such litigation. We received a full release from the settlement class concerning the claims asserted, or that could have been asserted, with respect to the claims released in the final settlement agreement. Our legal fees associated with this matter have been recorded to general and administrative expense as incurred and were not material.

The amounts currently accrued for other matters are not material. While the results of such normal course claims and legal proceedings, regardless of the underlying nature of the claims, cannot be predicted with certainty, management believes, based on current knowledge and the likely timing of resolution of various matters, any additional reasonably possible potential losses above the amounts accrued for such matters would not be material. Regardless of the outcome, claims and legal proceedings may have an adverse effect on us because of defense costs, diversion of management resources and other factors. We may also receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business, financial condition or results of operations.

Indirect Taxes

We are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business. Laws and regulations attempting to subject communications and commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the U.S. and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively affect our business directly, as well as the businesses of our customers. Taxing authorities may impose indirect taxes on the Internet-related revenue we generate based on regulations currently being applied to similar, but not directly comparable, industries. There are many transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates. We continually evaluate those jurisdictions in which nexus exists, and believe we maintain adequate indirect tax accruals.

As of September 30, 2021 and December 31, 2020, our accrual for estimated indirect tax liabilities was $12.3 million and $10.1 million, respectively, reflecting our best estimate of the probable liability based on an analysis of our business activities, revenues subject to indirect taxes and applicable regulations. Although we believe our indirect tax estimates and associated liabilities are reasonable, the final determination of indirect tax audits, litigation or settlements could be materially different than the amounts established for indirect tax contingencies.

13. Income Taxes

We are subject to U.S. federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of Desert Newco, as well as any stand-alone income or loss we generate. Desert Newco is treated as a partnership for U.S. income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, Desert Newco's taxable income or loss is passed through to its members, including us. Despite its partnership treatment, Desert Newco is liable for income taxes in certain foreign jurisdictions in which it operates, in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities. We have acquired the outstanding stock of various domestic and foreign entities taxed as corporations, which are now wholly-owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay tax as a consolidated group for U.S. federal and state income tax purposes and internationally, primarily within the United Kingdom (U.K.), Germany and India. We anticipate this structure to remain in existence for the foreseeable future.

Our effective tax rates for the three and nine months ended September 30, 2021 differ from the U.S. federal statutory rate primarily due to changes in valuation allowances based on current year earnings and the impact of foreign earnings primarily related to the U.K., Germany and India jurisdictions.

On March 11, 2021, the U.S. federal government enacted the American Rescue Plan Act of 2021, which did not have a material impact on our benefit for income taxes.

On June 10, 2021, the U.K. enacted legislation increasing its corporate income tax rate to 25%, beginning in April 2023. As a result, we remeasured certain deferred tax assets and liabilities and recorded a charge of $4.0 million within our benefit for income taxes during the nine months ended September 30, 2021.

In determining the need for a valuation allowance, we prepare quarterly estimates using historical and forecasted future operating results, based upon approved business plans, including a review of the eligible carryforward periods and tax planning strategies. Based primarily on the negative evidence outweighing the positive evidence as of September 30, 2021, including our three year cumulative, consolidated GAAP loss, our historical tax losses and the difficulty in forecasting excess tax benefits related to equity-based compensation, we believe there is uncertainty as to when we will be able to utilize certain of our net operating losses (NOLs), credit carryforwards and other deferred tax assets (DTAs). Therefore, we have recorded a valuation allowance against the DTAs for which we have concluded it is more-likely-than-not they will not be realized.

Should our operating results continue to improve and projections show continued utilization of the tax attributes, we would consider that as significant positive evidence and our future reassessment may result in the determination that all or a portion of the valuation allowance is no longer required. If this were to occur, any reversal of the valuation allowance would result in a corresponding non-cash income tax benefit, thereby increasing total DTAs.

Uncertain Tax Positions

The total amount of gross unrecognized tax benefits was $99.3 million as of September 30, 2021, of which $24.9 million, if fully recognized, would decrease our effective tax rate. Although we believe the amounts reflected in our tax returns substantially comply with applicable U.S. federal, state and foreign tax regulations, the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made.

14. Income (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) attributable to GoDaddy Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive shares unless their effect is antidilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted income (loss) per share is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Numerator:
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)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic			167,542						167,258						168,387						168,734
Effect of dilutive securities:
Class B common stock			350						1,069						445						—
Stock options			1,047						1,704						1,229						—
RSUs, PSUs and ESPP shares			884						1,374						1,663						—
Weighted-average shares of Class A Common stock outstanding—diluted			169,823						171,405						171,724						168,734
Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—basic			$	0.58					$	0.39					$	0.92					$	(3.35)
Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—diluted(1):			$	0.58					$	0.38					$	0.90					$	(3.35)

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(1)The diluted income (loss) per share calculations exclude net income attributable to non-controlling interests.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income (loss) per share because the effect of including such potentially dilutive shares would have been antidilutive:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Class B common stock			—						—						—						1,220
Stock options			433						1,321						562						3,859
RSUs, PSUs and ESPP shares			761						413						619						1,825
			1,194						1,734						1,181						6,904

Shares of Class B common stock do not share in our earnings and are not participating securities. Accordingly, separate presentation of income (loss) per share of Class B common stock under the two-class method has not been presented. Each share of Class B common stock (together with a corresponding LLC Unit) is exchangeable for one share of Class A common stock.

15. Geographic Information

Revenue by geography is based on the customer's billing address and was as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
U.S.			$	644.3					$	560.7					$	1,856.4					$	1,630.6
International			319.7						283.7						940.0						812.2
			$	964.0					$	844.4					$	2,796.4					$	2,442.8

No international country represented more than 10% of total revenue in any period presented.

Property and equipment, net by geography was as follows:

			September 30, 2021						December 31, 2020
U.S.			$	171.5					$	198.3
France			25.5						27.0
All other international			31.5						32.0
			$	228.5					$	257.3

No other international country represented more than 10% of property and equipment, net in any period presented.

16. Accumulated Other Comprehensive Loss

The following table presents AOCI activity in equity:

			Foreign Currency Translation Adjustments						Net Unrealized Gains (Losses) on Cash Flow Hedges**(1)**						Total AOCI
Gross balance as of December 31, 2020(2)			$	(98.8)					$	(32.8)					$	(131.6)
Other comprehensive income (loss) before reclassifications			31.6						(27.1)						4.5
Amounts reclassified from AOCI			—						64.0						64.0
Other comprehensive income			31.6						36.9						68.5
			$	(67.2)					$	4.1					(63.1)
Less: AOCI attributable to non-controlling interests															0.1
Balance as of September 30, 2021															$	(63.0)
Gross balance as of December 31, 2019(2)			$	(54.6)					$	(24.3)					$	(78.9)
Other comprehensive income (loss) before reclassifications			(44.0)						44.3						0.3
Amounts reclassified from AOCI			—						(53.2)						(53.2)
Other comprehensive loss			(44.0)						(8.9)						(52.9)
			$	(98.6)					$	(33.2)					(131.8)
Less: AOCI attributable to non-controlling interests															0.8
Balance as of September 30, 2020															$	(131.0)

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(1)Amounts shown for our foreign exchange forward contracts include gains and losses realized upon contract settlement but not yet recognized into earnings from AOCI.

(2)Beginning balance is presented on a gross basis, excluding the allocation of AOCI attributable to non-controlling interests.

See Note 10 for the effect on net income of amounts reclassified from AOCI related to our cash flow hedging instruments.