Item 1. Financial Statements

GoDaddy Inc.

Consolidated Balance Sheets (unaudited)

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

			March 31,						December 31,
			2024						2023
Assets
Current assets:
Cash and cash equivalents			$	664.0					$	458.8
Short-term investments			—						40.0
Accounts and other receivables			93.9						76.6
Registry deposits			35.8						37.3
Prepaid domain name registry fees			480.3						466.0
Prepaid expenses and other current assets			221.8						177.2
Total current assets			1,495.8						1,255.9
Property and equipment, net			171.3						185.3
Operating lease assets			49.3						60.8
Prepaid domain name registry fees, net of current portion			216.4						209.0
Goodwill			3,548.7						3,569.3
Intangible assets, net			1,123.7						1,158.6
Deferred tax assets			1,271.5						1,020.4
Other assets			102.1						105.6
Total assets			$	7,978.8					$	7,564.9
Liabilities and stockholders' equity
Current liabilities:
Accounts payable			$	120.8					$	148.1
Accrued expenses and other current liabilities			409.5						442.2
Deferred revenue			2,174.4						2,074.9
Long-term debt			17.6						17.9
Total current liabilities			2,722.3						2,683.1
Deferred revenue, net of current portion			842.9						802.4
Long-term debt, net of current portion			3,794.8						3,798.5
Operating lease liabilities, net of current portion			83.9						90.2
Other long-term liabilities			91.2						90.7
Deferred tax liabilities			28.9						37.8
Commitments and contingencies
Stockholders' equity:
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; 142,429 and 142,051 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively			0.1						0.1
Class B common stock, $0.001 par value - 500,000 shares authorized; —(1) and 259 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively			—						—
Additional paid-in capital			2,345.9						2,271.6
Accumulated deficit			(2,066.2)						(2,320.7)
Accumulated other comprehensive income			135.0						111.2
Total stockholders' equity			414.8						62.2
Total liabilities and stockholders' equity			$	7,978.8					$	7,564.9

_________________________________

(1)Substantially all Class B shares were no longer outstanding as of March 31, 2024. See Note 1 for further discussion.

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Operations (unaudited)

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

			Three Months Ended March 31,
			2024						2023
Revenue:
Applications and commerce			$	383.1					$	338.0
Core platform			725.4						698.0
Total revenue			1,108.5						1,036.0
Costs and operating expenses(1):
Cost of revenue (excluding depreciation and amortization)			414.5						386.1
Technology and development			202.9						215.0
Marketing and advertising			87.5						92.4
Customer care			76.4						76.8
General and administrative			91.7						94.1
Restructuring and other			22.4						52.3
Depreciation and amortization			37.2						48.5
Total costs and operating expenses			932.6						965.2
Operating income			175.9						70.8
Interest expense			(41.3)						(45.8)
Loss on debt extinguishment			(1.0)						—
Other income (expense), net			9.6						22.6
Income before income taxes			143.2						47.6
Benefit (provision) for income taxes			258.3						(0.2)
Net income			401.5						47.4
Less: net income attributable to non-controlling interests			—						0.1
Net income attributable to GoDaddy Inc.			$	401.5					$	47.3
Net income attributable to GoDaddy Inc. per share of Class A common stock:
Basic			$	2.82					$	0.31
Diluted			$	2.76					$	0.30
Weighted-average shares of Class A common stock outstanding:
Basic			142,528						154,124
Diluted			145,676						156,644
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows:
Cost of revenue			$	—					$	0.4
Technology and development			37.5						39.0
Marketing and advertising			7.3						6.6
Customer care			5.8						5.4
General and administrative			20.4						20.2
Restructuring and other			0.8						2.3
Total equity-based compensation expense			$	71.8					$	73.9

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

			Three Months Ended March 31,
			2024						2023
Net income			$	401.5					$	47.4
Foreign exchange forward contracts gain (loss), net			9.3						(6.9)
Unrealized swap gain (loss), net(1)			10.5						(32.6)
Change in foreign currency translation adjustment			3.8						2.1
Comprehensive income			425.1						10.0
Less: comprehensive income attributable to non-controlling interests			—						0.2
Comprehensive income attributable to GoDaddy Inc.			$	425.1					$	9.8
___________________________
(1) Amounts are net of the tax effects reflected below:
Unrealized swap gain (loss), net			$	8.5					$	—

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Stockholders' Equity (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 Income												Total
			Shares						Amount						Shares**(1)**						Amount
Balance at December 31, 2023			142,051						$	0.1					259						$	—					$	2,271.6					$	(2,320.7)					$	111.2											$	62.2
Net income			—						—						—						—						—						401.5						—												401.5
Equity-based compensation, including amounts capitalized			—						—						—						—						72.3						—						—												72.3
Stock option exercises			80						—						—						—						2.1						—						—												2.1
Repurchases of Class A common stock(2)			(1,245)						—						—						—						—						(147.1)						—												(147.1)
Impact of derivatives, net			—						—						—						—						—						—						19.8												19.8
Change in foreign currency translation adjustment			—						—						—						—						—						—						3.8												3.8
Vesting of restricted stock units and other			1,543						—						(259)						—						(0.1)						0.1						0.2												0.2
Balance at March 31, 2024			142,429						$	0.1					—						$	—					$	2,345.9					$	(2,066.2)					$	135.0											$	414.8

_________________________________

(1)Substantially all Class B shares were no longer outstanding as of March 31, 2024. See Note 1 for further discussion.

(2)Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $0.5 million.

GoDaddy Inc.

Consolidated Statements of Stockholders' Equity (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 Income (Loss)						Non- Controlling Interests						Total
			Shares						Amount						Shares						Amount
Balance at December 31, 2022			153,830						$	0.2					312						$	—					$	1,912.6					$	(2,422.6)					$	178.0					$	2.5					$	(329.3)
Net income			—						—						—						—						—						47.3						—						0.1						47.4
Equity-based compensation, including amounts capitalized			—						—						—						—						74.5						—						—						—						74.5
Stock option exercises			132						—						—						—						3.2						—						—						—						3.2
Repurchases of Class A common stock			(1,553)						—						—						—						—						(113.9)						—						—						(113.9)
Impact of derivatives, net			—						—						—						—						—						—						(39.5)						—						(39.5)
Change in foreign currency translation adjustment			—						—						—						—						—						—						2.1						—						2.1
Vesting of restricted stock units and other			1,705						—						(5)						—						0.2						(0.1)						0.1						(0.2)						—
Balance at March 31, 2023			154,114						$	0.2					307						$	—					$	1,990.5					$	(2,489.3)					$	140.7					$	2.4					$	(355.5)

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Cash Flows (unaudited)

(In millions)

			Three Months Ended March 31,
			2024						2023
Operating activities
Net income			$	401.5					$	47.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			37.2						48.5
Equity-based compensation expense			71.8						73.9
Non-cash restructuring and other charges			1.9						21.0
Deferred taxes			(259.5)						(10.0)
Other			5.6						8.9
Changes in operating assets and liabilities, net of amounts acquired:
Prepaid domain name registry fees			(22.1)						(29.5)
Deferred revenue			146.1						114.8
Other operating assets and liabilities			(85.3)						(4.7)
Net cash provided by operating activities			297.2						270.3
Investing activities
Maturities of short-term investments			40.0						—
Net proceeds received from disposition of a business			8.1						—
Purchases of property and equipment			(4.4)						(22.8)
Net cash provided by (used in) investing activities			43.7						(22.8)
Financing activities
Proceeds from stock option exercises			2.1						3.2
Payments made for:
Repurchases of Class A common stock			(128.3)						(119.7)
Repayment of long-term debt			(6.3)						(6.3)
Other financing obligations			(2.5)						(1.4)
Net cash used in financing activities			(135.0)						(124.2)
Cash and cash equivalents classified within assets held for sale			—						(5.2)
Effect of exchange rate changes on cash and cash equivalents			(0.7)						0.3
Net increase in cash and cash equivalents			205.2						118.4
Cash and cash equivalents, beginning of period			458.8						774.0
Cash and cash equivalents, end of period			$	664.0					$	892.4

Cash paid during the period for:
Interest on long-term debt, including impact of interest rate swaps			$	31.2					$	44.7
Income taxes, net of refunds received			$	5.2					$	2.2
Amounts included in the measurement of operating lease liabilities			$	10.6					$	12.1
Supplemental disclosure of non-cash transactions
Operating lease assets obtained in exchange for operating lease liabilities			$	0.3					$	1.4
Accrued purchases of property and equipment at period end			$	0.5					$	2.0
Share repurchases not yet settled			$	19.3					$	—

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Notes to Consolidated Financial Statements (unaudited)

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

Note 1			Organization and Background			7
Note 2			Summary of Significant Accounting Policies			8
Note 3			Goodwill and Intangible Assets			10
Note 4			Stockholders' Equity			12
Note 5			Prepaid Expenses and Other Current Assets			12
Note 6			Equity-Based Compensation Plans			12
Note 7			Deferred Revenue			13
Note 8			Accrued Expenses and Other Current Liabilities			14
Note 9			Long-Term Debt			14
Note 10			Derivatives and Hedging			15
Note 11			Leases			18
Note 12			Commitments and Contingencies			18
Note 13			Restructuring and Other Charges and Disposition of Businesses and Related Assets			19
Note 14			Income Taxes			20
Note 15			Income Per Share			21
Note 16			Segment Information			22
Note 17			Accumulated Other Comprehensive Income (Loss)			24

1. Organization and Background

Organization

We are the sole managing member of Desert Newco, LLC (Desert Newco), and as a result, we consolidate its financial results into the results and financial position of the Company. As of March 31, 2024, we owned 100% of Desert Newco.

On December 11, 2023, we completed a series of transactions (the DNC Restructure) designed to simplify our capital structure, commonly referred to as an "Up-C" structure, and provide us with additional strategic flexibility which resulted in Desert Newco becoming a wholly-owned subsidiary of GoDaddy Inc. Pursuant to the DNC Restructure, 271 Limited Liability Company Units (LLC Units) of Desert Newco not held by us or our subsidiaries were cancelled and converted into 271 newly issued shares of our Class A common stock. Each LLC Unit formerly held by such other unitholders was paired with one share of our Class B common stock, which shares of Class B common stock remained outstanding immediately following the DNC Restructure. To the extent the shares of Class B common stock remain outstanding, the holders are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders, but such shares have no economic rights and are non-transferrable. As of March 31, 2024, substantially all Class B shares outstanding immediately following the DNC Restructure were surrendered and no longer outstanding. Subsequent to the DNC Restructure, on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity and as a result we are now treated as a consolidated C corporation group for U.S. income tax purposes.

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, 2024.

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, 2023 (the 2023 Form 10-K).

Prior Period Presentation

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.

Segments

We report our operating results through two reportable segments: Applications and Commerce (A&C) and Core Platform (Core), as further discussed in Note 16.

2. Summary of Significant Accounting Policies

Property and Equipment

Property and equipment, net by geography was as follows:

			March 31, 2024						December 31, 2023
U.S.			$	139.0					$	146.9
France			17.3						19.8
All other international			15.0						18.6
			$	171.3					$	185.3

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

Equity Investments

We hold investments in privately held equity securities, which are recorded in other assets with a carrying value of $53.1 million as of March 31, 2024 and December 31, 2023.

Revenue Recognition

Disaggregated Revenue

Revenue by major product type was as follows:

			Three Months Ended March 31,
			2024						2023
A&C			$	383.1					$	338.0
Core: domains			532.0						492.1
Core: other			193.4						205.9
			$	1,108.5					$	1,036.0

No single customer represented over 10% of our total revenue for any period presented.

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

			Three Months Ended March 31,
			2024						2023
U.S.			$	755.6					$	695.4
International			352.9						340.6
			$	1,108.5					$	1,036.0

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

See Note 7 for information regarding our deferred revenue.

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 $193.8 million and $185.1 million for the three months ended March 31, 2024 and 2023, respectively.

Restructuring and Other

Restructuring and other primarily represents: (i) charges related to restructuring activities undertaken to reduce future operating expenses and improve cash flows through a combination of reductions in force and the sale of certain assets and liabilities of our hosting business within our Core segment; and (ii) charges incurred in the first quarter of 2024 related to the abandonment of right-of-use assets associated with certain operating leases. See Note 13 for further discussion.

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The framework for measuring fair value provides a three-tier hierarchy prioritizing inputs to valuation techniques used in measuring fair value as follows:

Level 1— Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2— Inputs, other than quoted prices for identical assets or liabilities in active markets, which are observable either directly or indirectly; and

Level 3— Unobservable inputs in which there is little or no market data requiring the reporting entity to develop its own assumptions.

We hold certain assets required to be measured at fair value on a recurring basis. These include time deposits, which we classify within Level 1 because we use quoted market prices to determine their fair value. Level 2 assets and liabilities include commercial paper and derivative financial instruments associated with hedging activity, as further discussed in Note 10. Derivative financial instruments are measured at fair value on the contract date and are subsequently remeasured each reporting period using inputs such as spot rates, discount rates and forward rates. There are not active markets for the hedge contracts themselves; however, the inputs used to calculate the fair value of the instruments are tied to active markets.

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

			March 31, 2024
			Level 1						Level 2						Level 3						Total
Assets:
Cash and cash equivalents:
Commercial paper			$	—					$	49.8					$	—					$	49.8
Time deposits			58.8						—						—						58.8
Derivative assets			—						150.4						—						150.4
Total assets			$	58.8					$	200.2					$	—					$	259.0
Liabilities:
Derivative liabilities			$	—					$	18.2					$	—					$	18.2

			December 31, 2023
			Level 1						Level 2						Level 3						Total
Assets:
Cash and cash equivalents:
Commercial paper			$	—					$	39.6					$	—					$	39.6
Time deposits			40.0						—						—						40.0
Short-term investments:
Time deposits			40.0																		40.0
Derivative assets			—						128.6						—						128.6
Total assets			$	80.0					$	168.2					$	—					$	248.2
Liabilities:
Derivative liabilities			$	—					$	46.4					$	—					$	46.4

We have no other material assets or liabilities measured at fair value on a recurring basis.

Recent Accounting Pronouncements

In November 2023, the Financial Standards Accounting Board (FASB) issued guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this guidance require additional disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table. The new guidance will be effective for the 2025 fiscal year, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements.

3. Goodwill and Intangible Assets

The following table summarizes changes in our goodwill balance by segment:

			A&C						Core						Total
Balance at December 31, 2023			$	1,513.6					$	2,055.7					$	3,569.3
Impact of foreign currency translation			(7.9)						(11.0)						(18.9)
Less: goodwill related to disposition of a business			—						(1.7)						(1.7)
Balance at March 31, 2024			$	1,505.7					$	2,043.0					$	3,548.7

Intangible assets, net are summarized as follows:

			March 31, 2024
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Indefinite-lived intangible assets:
Trade names and branding			$	445.0					n/a						$	445.0
Domain portfolio			232.6						n/a						232.6
Contractual-based assets			292.7						n/a						292.7
Finite-lived intangible assets:
Customer-related			399.6						$	(315.1)					84.5
Developed technology			237.3						(202.1)						35.2
Trade names and other			95.2						(61.5)						33.7
			$	1,702.4					$	(578.7)					$	1,123.7

			December 31, 2023
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Indefinite-lived intangible assets:
Trade names and branding			$	445.0					n/a						$	445.0
Domain portfolio			233.6						n/a						233.6
Contractual-based assets			292.7						n/a						292.7
Finite-lived intangible assets:
Customer-related			459.3						$	(352.2)					107.1
Developed technology			246.8						(205.6)						41.2
Trade names and other			104.8						(65.8)						39.0
			$	1,782.2					$	(623.6)					$	1,158.6

Amortization expense was $20.5 million and $32.7 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the weighted-average remaining amortization period for amortizable intangible assets was 25 months for customer-related, 21 months for developed technology and 43 months for trade names and other, and was 28 months in total.

Based on the balance of finite-lived intangible assets as of March 31, 2024, expected future amortization expense is as follows:

Year Ending December 31:
2024 (remainder of)			$	55.7
2025			67.8
2026			22.5
2027			4.2
2028			1.9
Thereafter			1.3
			$	153.4

4. Stockholders' Equity

Share Repurchase Program

Our board of directors has authorized a share repurchase program of up to $4,000.0 million. During the three months ended March 31, 2024, we repurchased a total of 1,245 shares of our Class A common stock in the open market, which were retired upon repurchase, for an aggregate purchase price of $147.7 million. As of March 31, 2024, we had $1,287.8 million of remaining authorization available for repurchases.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

			March 31, 2024						December 31, 2023
Derivative assets			$	148.5					$	127.2
Prepaid software and maintenance expenses			40.2						23.0
Other			33.1						27.0
			$	221.8					$	177.2

6. Equity-Based Compensation Plans

We have granted stock options at exercise prices equal to the fair market value of our Class A common stock on the grant date as well as granted both stock options and restricted stock awards (RSUs) vesting solely upon the continued service of the recipient. Performance-based awards (PSUs) vest based on our relative total stockholder return (TSR) as compared to an index of public internet companies.

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, 2023			845												49.60
Exercised			(80)												26.52
Forfeited			—												18.00
Outstanding at March 31, 2024			765												52.03
Vested at March 31, 2024			764												52.01

The following table summarizes stock award activity:

			Number of Shares of Class A Common Stock (#)
Outstanding at December 31, 2023			6,257
Granted: RSUs			2,472
Granted: TSR-based PSUs			212
TSR-based PSU achievement above target			230
Vested			(1,542)
Forfeited			(221)
Outstanding at March 31, 2024(1)			7,408

_________________________________

(1)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			6,757						91.62
TSR-based PSUs			651						142.30
Outstanding at March 31, 2024			7,408

As of March 31, 2024, total unrecognized compensation expense related to non-vested equity grants was $552.9 million with an expected remaining weighted-average recognition period of 2.3 years.

7. Deferred Revenue

Deferred revenue consisted of the following:

			March 31, 2024						December 31, 2023
Current:
A&C			$	742.2					$	683.8
Core			1,432.2						1,391.1
			$	2,174.4					$	2,074.9
Noncurrent:
A&C			$	186.7					$	173.5
Core			656.2						628.9
			$	842.9					$	802.4

The increase in deferred revenue is primarily driven by payments received in advance of satisfying our performance obligations, offset by $810.3 million of revenue recognized during the three months ended March 31, 2024, which was included in deferred revenue as of December 31, 2023. Deferred revenue as of March 31, 2024 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied, as follows:

			Remainder of 2024						2025						2026						2027						2028						Thereafter						Total
A&C			$	663.4					$	186.5					$	59.8					$	11.7					$	4.5					$	3.0					$	928.9
Core			1,238.7						492.2						172.5						80.2						43.6						61.2						2,088.4
			$	1,902.1					$	678.7					$	232.3					$	91.9					$	48.1					$	64.2					$	3,017.3

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

			March 31, 2024						December 31, 2023
Accrued payroll and employee benefits			$	104.6					$	143.6
Tax-related accruals			68.9						56.2
Accrued legal and professional			37.8						34.2
Current portion of operating lease liabilities			26.6						29.1
Share repurchases not yet settled			19.3						—
Derivative liabilities			18.1						46.4
Accrued marketing and advertising			16.1						12.3
Accrued interest			14.9						13.6
Accrued restructuring costs			10.0						7.4
Accrued acquisition-related expenses			1.6						20.6
Other			91.6						78.8
			$	409.5					$	442.2

9. Long-Term Debt

Long-term debt consisted of the following:

			Maturity Date						March 31, 2024						December 31, 2023
2027 Term Loans (effective interest rate of 7.7% at March 31, 2024 and 7.4% at December 31, 2023)			August 10, 2027						$	721.9					$	723.8
2029 Term Loans (effective interest rate of 7.9% at March 31, 2024 and 8.4% at December 31, 2023)			November 10, 2029						1,748.0						1,752.3
2027 Senior Notes (effective interest rate of 5.5% at March 31, 2024 and 5.4% at December 31, 2023)			December 1, 2027						600.0						600.0
2029 Senior Notes (effective interest rate of 3.7% at March 31, 2024 and 3.6% at December 31, 2023)			March 1, 2029						800.0						800.0
Revolver			November 10, 2027						—						—
Total									3,869.9						3,876.1
Less: unamortized original issue discount and debt issuance costs(1)									(57.5)						(59.7)
Less: current portion of long-term debt									(17.6)						(17.9)
									$	3,794.8					$	3,798.5

_________________________________

(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 2023 Form 10-K, our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2027 Term Loans and the 2029 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 January 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2029, the proceeds of which were used to refinance our existing 2029 Term Loans. Pursuant to this amendment, these loans were issued at par and bear interest at a rate equal to, at our option, either (a) Secured Overnight Financing Rate (SOFR) for the applicable interest period plus a margin of 2.0% per annum or (b) a margin of 1.0% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0%.

As of March 31, 2024, we had $998.8 million available for borrowing under the Revolver as $1.2 million has been used to secure the issuance of standby letters of credit. We were not in violation of any covenants of the Credit Facility as of March 31, 2024.

Senior Notes

As described in our 2023 Form 10-K, we have completed two offerings of senior notes (the 2027 Senior Notes and the 2029 Senior Notes).

As of March 31, 2024, we were not in violation of any covenants of the Senior Notes.

Fair Value

The estimated fair values of our long-term debt instruments are based on observable market prices for these instruments, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of March 31, 2024:

2027 Term Loans			$	722.8
2029 Term Loans			$	1,748.0
2027 Senior Notes			$	587.2
2029 Senior Notes			$	721.6

Future Debt Maturities

Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of March 31, 2024 were as follows:

Year Ending December 31:
2024 (remainder of)			$	18.8
2025			25.0
2026			25.0
2027			1,318.8
2028			17.5
Thereafter			2,464.8
			$	3,869.9

10. Derivatives and Hedging

We utilize the following derivative instruments designated as cash flow hedges:

• foreign exchange forward contracts to hedge certain forecasted sales transactions denominated in foreign currencies;

• cross-currency swaps 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 swaps to effectively convert portions of our variable-rate debt to fixed.

We also utilize cross-currency swaps designated as net investment hedges to mitigate the risk associated with exchange rate fluctuations on our net investment in certain foreign operations.

The following table summarizes our outstanding derivative instruments on a gross basis, all of which are considered Level 2 financial instruments:

			Notional Amount												Fair Value of Derivative Assets**(2)**												Fair Value of Derivative Liabilities**(2)**
			March 31, 2024						December 31, 2023						March 31, 2024						December 31, 2023						March 31, 2024						December 31, 2023
Cash flow hedges:
Foreign exchange forward contracts(1)			$	663.7					$	592.1					$	1.9					$	1.4					$	3.6					$	14.7
Cross-currency swaps(2)			546.9						560.8						—						—						6.4						13.9
Interest rate swaps			1,954.5						1,959.7						148.5						127.2						—						—
Net investment hedges:
Cross-currency swaps(3)			701.1						718.8						—						—						8.2						17.8
Total hedges			$	3,866.2					$	3,831.4					$	150.4					$	128.6					$	18.2					$	46.4

_________________________________

(1)The notional amount includes $0.7 million of foreign exchange forward contracts not designated as cash flow hedges, the aggregate fair value of which was $0.9 million at March 31, 2024.

(2)The notional values of the cross-currency swaps have been translated from Euros to U.S. dollars at the foreign currency rates in effect of approximately 1.08 and 1.10 as of March 31, 2024 and December 31, 2023, respectively.

(3)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 hedging relationships on accumulated other comprehensive income (AOCI):

			Unrealized Gains (Losses) Recognized in Other Comprehensive Income
			Three Months Ended
			March 31, 2024						March 31, 2023
Cash flow hedges:
Foreign exchange forward contracts(1)			$	9.3					$	(6.9)
Cross-currency swaps			(2.1)						2.0
Interest rate swaps			21.1						(34.6)
Net investment hedges:
Cross-currency swaps			13.2						(6.4)
Total hedges			$	41.5					$	(45.9)

_________________________________

(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 hedging relationships:

			Three Months Ended March 31, 2024																		Three Months Ended March 31, 2023
			Revenue						Interest Expense						Other Income (Expense), Net						Revenue						Interest Expense						Other Income (Expense), Net
Cash flow hedges:
Foreign exchange forward contracts:
Reclassified from AOCI into income			$	1.6					$	—					$	—					$	4.8					$	—					$	—
Cross-currency swaps:
Reclassified from AOCI into income(1)			—						2.4						12.4						—						2.4						(7.1)
Interest rate swaps:
Reclassified from AOCI into income			—						18.0						—						—						14.1						—
Net investment hedges:
Cross-currency swaps:
Reclassified from AOCI into income			—						3.1						—						—						3.2						—
Total hedges			$	1.6					$	23.5					$	12.4					$	4.8					$	19.7					$	(7.1)

_________________________________

(1)The amounts reflected in other income (expense), net include $(12.4) million and $7.0 million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by cross-currency swaps during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, we estimate that $97.2 million of net deferred gains related to our designated hedges will be recognized in earnings over the next 12 months. No amounts have been excluded from our hedge effectiveness testing.

Risk Management Strategies

Foreign Exchange Forward Contracts

From time-to-time, we may enter into foreign exchange forward contracts with financial institutions to hedge certain forecasted sales transactions denominated in foreign currencies. We designate these forward contracts as cash flow hedges, which are recognized as either assets or liabilities at fair value. At March 31, 2024, all such contracts had maturities of 24 months or less.

Cross-Currency Swaps

In April 2017, in order to manage variability due to movements in foreign currency rates related to a Euro-denominated intercompany loan, we entered into five-year cross-currency swaps. In March 2022, we entered into a transaction to extend the maturity of these swaps to August 31, 2027. We and the existing counterparties executed cancellation agreements to terminate all rights, obligations and liabilities associated with the original swaps. On the modification date, the existing cash flow hedging relationships were de-designated and new hedging relationships incorporating the terms of the new swaps (the 2022 Cross-Currency Swaps) were designated as either cash flow hedging relationships or net investment hedging relationships. The 2022 Cross-Currency Swaps had an aggregate amortizing notional amount of €1,184.2 million at inception (approximately $1,262.5 million). The swaps designated as cash flow hedging relationships convert the 3.00% fixed rate Euro-denominated interest and principal receipts on the intercompany loan into U.S. dollar interest and principal receipts at a fixed rate of 4.81%. The swaps designated as net investment hedging relationships hedge the foreign currency exposure of our net investment in certain Euro denominated functional currency subsidiaries. Pursuant to the contracts, the Euro notional value will be exchanged for the U.S. dollar notional value at maturity.

Interest Rate Swaps

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 previously issued term loans maturing in 2024, which were refinanced with the 2029 Term Loans, to a fixed rate of 5.44%. In March 2022, we entered into a transaction to extend the maturity of the swaps to August 31, 2027. We and the existing counterparties executed cancellation agreements to terminate all rights, obligations and liabilities associated with the original swaps. On the modification date, the existing cash flow hedging relationships were de-designated and new hedging relationships incorporating the terms of the new interest rate swaps (the 2022 Interest Rate Swaps) were designated. The 2022 Interest Rate Swaps, which had an amortizing notional amount of $1,262.5 million at inception, serve to convert a portion of the variable-rate borrowings under the 2029 Term Loans to a fixed rate of 4.81%. In November 2022, in conjunction with the concurrent Credit Facility refinancing discussed in our 2023 Form 10-K, we terminated these swaps and entered into new SOFR-based interest rate swaps. This modification impacted no critical terms other than the reference rate change from LIBOR to SOFR and thus had no impact on our hedging relationships or financial statements.

In August 2020, in conjunction with the issuance of the 2027 Term Loans, we entered into seven-year pay-fixed rate, receive-floating rate interest rate swaps 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 $750.0 million at inception. In May 2023, in conjunction with the concurrent Credit Facility amendment, we terminated these swaps and entered into new SOFR-based interest rate swaps. This modification impacted no critical terms other than the reference rate change from LIBOR to SOFR and thus had no impact on our hedging relationships or financial statements.

The objective of these arrangements, which are designated as cash flow hedges and recognized as assets or liabilities at fair value, is to manage the variability of cash flows in the interest payments related to the portion of the variable-rate debt designated as being hedged. The unrealized gains and losses on the swaps are included in AOCI and will be recognized in earnings within or against interest expense when the hedged interest payments are accrued each month.

11. Leases

Our operating leases primarily consist of office and data center space expiring at various dates through October 2034. Certain leases include options to renew or terminate at our discretion. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of March 31, 2024, operating leases have a remaining weighted average lease term of 6.5 years and our operating lease liabilities were measured using a weighted average discount rate of 5.5%.

The components of operating lease expense were as follows:

			Three Months Ended
			March 31, 2024						March 31, 2023
Operating lease costs			$	7.5					$	9.8
Variable lease costs			3.7						3.8
Sublease income			(2.9)						(2.3)
Total net lease cost			$	8.3					$	11.3

During the three months ended March 31, 2024, we recognized $5.8 million of expense related to the abandonment of certain operating leases, which is included within restructuring and other.

As of March 31, 2024, we have $14.9 million in commitments for operating leases that have not yet commenced, and therefore are not included in our right-of-use assets or operating lease liabilities. These leases will commence during Q2 2024 with a weighted average lease term of 6.7 years.

12. Commitments and Contingencies

Litigation

From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in 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 reasonably estimable.

There have been no material changes outside of the ordinary course of business to our known contractual obligations, which were included in Note 13 of Item 8 of our 2023 Form 10-K.

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.

Our accrual for estimated indirect tax liabilities was $25.5 million and $23.6 million as of March 31, 2024 and December 31, 2023, 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. Restructuring and Other Charges

During the three months ended March 31, 2024, we implemented restructuring activities to further reduce operating expenses and improve cash flows through a reduction in force, which impacted approximately 180 employees. In conjunction with these restructuring activities, we recognized $11.1 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation. Of the $11.1 million of pre-tax restructuring charges recognized during the three months ended March 31, 2024, $4.5 million and $6.1 million were recognized within our A&C and Core segments, respectively, and $0.5 million was recognized as corporate overhead.

Cash payments of $1.3 million related to the restructuring activities described above were made during the three months ended March 31, 2024. We expect to make substantially all remaining restructuring payments by the end of the third quarter of 2024.

The following table shows the total amount incurred and the accrued restructuring costs, which are recorded in accrued expenses and other current liabilities in our balance sheet, for severance and employee benefits:

			Accrued Restructuring Costs
Accrued restructuring costs as of December 31, 2023			$	7.4
Restructuring costs incurred during the three months ended March 31, 2024(1)			10.6
Amount paid during the three months ended March 31, 2024			(8.0)
Accrued restructuring costs as of March 31, 2024			$	10.0
Accrued restructuring costs as of December 31, 2022			$	—
Restructuring costs incurred during the three months ended March 31, 2023(1)			27.1
Amount paid during the three months ended March 31, 2023			(6.4)
Accrued restructuring costs as of March 31, 2023			$	20.7

________________________________

(1)The three months ended March 31, 2024 and March 31, 2023 excludes $0.8 million and $2.3 million, respectively, of equity-based compensation expense associated with our restructuring plans which was recorded within additional paid-in capital.

During the three months ended March 31, 2024, we also recognized $5.8 million of expense related to the abandonment of certain operating leases as discussed in Note 11. During the three months ended March 31, 2023, we recognized a $21.0 million charge in connection with the planned disposition of certain assets and liabilities of our hosting business within our Core segment which occurred on June 30, 2023.

14. Income Taxes

We completed the DNC Restructure to simplify our capital structure, and on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity for U.S. income tax purposes. As a result, we now account for our deferred taxes related to Desert Newco based on the inside basis differences of our assets and liabilities where prior to the DNC Restructure we accounted for our deferred tax assets and liabilities related to Desert Newco based on the outside basis difference of our investment in Desert Newco. In connection with this change, we adjusted certain temporary differences on existing assets and liabilities which resulted in a one-time non-cash income tax benefit in the first quarter of 2024 of $267.4 million.

The components of our deferred taxes before and after the DNC restructuring are as follows:

			January 1, 2024						December 31, 2023
			(Post-DNC Restructure)						(Pre-DNC Restructure)
Deferred tax assets (DTAs) related to:
Deferred revenue			$	636.3					$	—
Goodwill			385.2						—
Net operating losses (NOLs)			198.9						473.1
Intangible assets			168.0						(40.0)
Tax credits			167.6						167.6
Deferred interest			44.0						44.0
Operating lease liabilities			31.8						15.3
Accrued expenses			24.2						—
Investment in Desert Newco			—						697.2
Other			27.2						9.3
Valuation allowance			(167.0)						(377.5)
Total DTAs			1,516.2						989.0
Deferred tax liabilities (DTLs) related to:
Deferred cost of revenue			(149.2)						—
Unrealized gains			(71.9)						—
Operating lease assets			(18.1)						(6.4)
Original issue discount and debt issuance costs			(14.0)						—
Total DTLs			(253.2)						(6.4)
Net DTAs			$	1,263.0					$	982.6

Our effective tax rate differs from the U.S. federal statutory rate primarily due to a one-time benefit related to the DNC Restructure and the impact of foreign earnings primarily related to the United Kingdom, Germany and India jurisdictions.

We monitor the realizability of our DTAs considering all relevant factors at each reporting period. As of March 31, 2024, based on the relevant weight of positive and negative evidence, including our ability to forecast future operating results, historical tax losses and our ability to utilize DTAs within the requisite carryforward periods, we do not maintain a valuation allowance on the majority of our U.S. federal and state DTAs. During the first quarter of 2024, management applied judgment and recorded a $13.0 million tax benefit for the reversal of a valuation allowance as a result of changes to our U.S. filing group from the DNC Restructure.

We do maintain valuation allowances on certain U.S., state, and foreign carry forwards as we concluded they are not more likely than not to be realized.

Uncertain Tax Positions

The total amount of gross unrecognized tax benefits was $171.3 million as of March 31, 2024, of which $48.6 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.

15. Income Per Share

Basic income per share is computed by dividing net income attributable to GoDaddy Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted income 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 per share is as follows:

			Three Months Ended March 31,
			2024						2023
Numerator:
Net income			$	401.5					$	47.4
Less: net income attributable to non-controlling interests			—						0.1
Net income attributable to GoDaddy Inc.			$	401.5					$	47.3
Denominator:
Weighted-average shares of Class A common stock outstanding—basic			142,528						154,124
Effect of dilutive securities:
Class B common stock			—						309
Stock options			443						535
RSUs, PSUs and ESPP shares			2,705						1,676
Weighted-average shares of Class A Common stock outstanding—diluted			145,676						156,644
Net income attributable to GoDaddy Inc. per share of Class A common stock—basic			$	2.82					$	0.31
Net income attributable to GoDaddy Inc. per share of Class A common stock—diluted			$	2.76					$	0.30

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

			Three Months Ended March 31,
			2024						2023
Stock options			—						20
RSUs, PSUs and ESPP shares			939						554
			939						574

Shares of Class B common stock were not participating securities and, therefore, do not have rights to share in our earnings. Accordingly, separate presentation of income per share of Class B common stock under the two-class method is not required. Prior to the DNC Restructure, each LLC Unit was exchangeable into a share of Class A common stock only together with an equal number of shares of Class B common stock. All LLC Units of DNC not held by us or our subsidiaries were cancelled and converted into newly issued shares of Class A common stock in conjunction with the DNC Restructure.

16. Segment Information

We report our operating results through two reportable segments: A&C and Core.

Our chief operating decision maker (CODM), which, as of March 31, 2024, was our Chief Executive Officer, evaluates the performance of and allocates resources to our segments based on each segment's revenue and earnings before interest, taxes, depreciation and amortization (Segment EBITDA). Segment EBITDA is defined as segment revenues less costs and operating expenses, excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. We believe Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our segments' performance on a consistent basis.

Our CODM does not use assets by segment to evaluate performance or allocate resources; therefore, we do not provide disclosure of assets by segment. See Note 2 for property, plant, and equipment, net as well as revenue disaggregated by geography.

The A&C and Core segments provide a view into the product-focused organization of our business and generate revenue as follows:

• A&C primarily consists of sales of products containing proprietary software, notably our website building products, as well as our commerce products and third-party email and productivity solutions and sales of certain products when they are included in bundled offerings of our proprietary software products.

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

There are no internal revenue transactions between our reportable segments.

Corporate overhead primarily includes general and administrative expenses and items not allocated to either segment as well as those costs specifically excluded from Segment EBITDA, our segment measure of profitability, such as depreciation and amortization, interest expense and income and provision or benefit for income taxes.

The following table presents our segment information for the periods indicated:

			Three Months Ended March 31,
			2024						2023
Revenue:
A&C			$	383.1					$	338.0
Core			725.4						698.0
Total revenue			$	1,108.5					$	1,036.0
Segment EBITDA:
A&C			$	161.9					$	132.4
Core			216.7						189.0
Total Segment EBITDA			378.6						321.4
Unallocated corporate overhead			(65.6)						(71.7)
Depreciation and amortization			(37.2)						(48.5)
Equity-based compensation expense(1)			(71.0)						(71.6)
Interest expense, net of interest income			(34.7)						(38.0)
Acquisition-related expenses			(0.9)						(4.4)
Restructuring and other (2)			(26.0)						(39.6)
Income before income taxes			143.2						47.6
Benefit (provision) for income taxes			258.3						(0.2)
Net income			$	401.5					$	47.4

_________________________________

(1)The three months ended March 31, 2024 and March 31, 2023 excludes $0.8 million and $2.3 million, respectively, of equity-based compensation expense associated with our restructuring activities which is included within restructuring and other.

(2)In addition to the restructuring and other in our statements of operations, other charges included are primarily composed of lease-related expenses associated with closed facilities and lease abandonments, charges related to certain legal matters, adjustments to the fair value of our equity investments and expenses incurred in relation to the refinancing of our long-term debt.

17. Accumulated Other Comprehensive Income (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, 2023(2)			$	(83.6)					$	195.0					$	111.4
Other comprehensive income (loss) before reclassifications			3.8						(17.7)						(13.9)
Amounts reclassified from AOCI			—						37.5						37.5
Other comprehensive income			3.8						19.8						23.6
Balance as of March 31, 2024			$	(79.8)					$	214.8					$	135.0
Gross balance as of December 31, 2022(2)			$	(75.0)					$	253.4					$	178.4
Other comprehensive income (loss) before reclassifications			2.1						(56.9)						(54.8)
Amounts reclassified from AOCI			—						17.4						17.4
Other comprehensive income (loss)			2.1						(39.5)						(37.4)
			$	(72.9)					$	213.9					141.0
Less: AOCI attributable to non-controlling interests															(0.3)
Balance as of March 31, 2023															$	140.7

_________________________________

(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.