Item 1. Financial Statements

GoDaddy Inc.

Consolidated Balance Sheets (unaudited)

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

			September 30,						December 31,
			2024						2023
Assets
Current assets:
Cash and cash equivalents			$	767.1					$	458.8
Short-term investments			—						40.0
Accounts and other receivables			90.7						76.6
Registry deposits			42.3						37.3
Prepaid domain name registry fees			490.3						466.0
Prepaid expenses and other current assets			163.8						177.2
Total current assets			1,554.2						1,255.9
Property and equipment, net			155.8						185.3
Operating lease assets			56.4						60.8
Prepaid domain name registry fees, net of current portion			225.7						209.0
Goodwill			3,594.0						3,569.3
Intangible assets, net			1,091.2						1,158.6
Deferred tax assets			1,219.0						1,020.4
Other assets			100.9						105.6
Total assets			$	7,997.2					$	7,564.9
Liabilities and stockholders' equity
Current liabilities:
Accounts payable			$	73.7					$	148.1
Accrued expenses and other current liabilities			438.2						442.2
Deferred revenue			2,256.1						2,074.9
Long-term debt			16.5						17.9
Total current liabilities			2,784.5						2,683.1
Deferred revenue, net of current portion			881.3						802.4
Long-term debt, net of current portion			3,783.6						3,798.5
Operating lease liabilities, net of current portion			83.5						90.2
Other long-term liabilities			84.4						90.7
Deferred tax liabilities			23.2						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; 140,349 and 142,051 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			0.1						0.1
Class B common stock, $0.001 par value - 500,000 shares authorized; none and 259 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			—						—
Additional paid-in capital			2,519.0						2,271.6
Accumulated deficit			(2,252.6)						(2,320.7)
Accumulated other comprehensive income			90.2						111.2
Total stockholders' equity			356.7						62.2
Total liabilities and stockholders' equity			$	7,997.2					$	7,564.9

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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Revenue:
Applications and commerce			$	423.1					$	363.3					$	1,211.8					$	1,053.0
Core platform			724.5						706.4						2,168.8						2,100.8
Total revenue			1,147.6						1,069.7						3,380.6						3,153.8
Costs and operating expenses(1):
Cost of revenue (excluding depreciation and amortization)			407.4						396.9						1,230.2						1,171.4
Technology and development			205.1						201.6						613.9						635.8
Marketing and advertising			84.4						86.4						265.1						268.3
Customer care			68.9						75.7						218.6						230.2
General and administrative			94.8						91.6						282.1						278.4
Restructuring and other			0.4						9.8						29.7						79.6
Depreciation and amortization			32.8						40.6						103.1						132.6
Total costs and operating expenses			893.8						902.6						2,742.7						2,796.3
Operating income			253.8						167.1						637.9						357.5
Interest expense			(39.4)						(44.0)						(120.2)						(135.4)
Loss on debt extinguishment			—						(1.5)						(3.1)						(1.5)
Other income (expense), net			6.6						6.3						24.5						35.7
Income before income taxes			221.0						127.9						539.1						256.3
Benefit (provision) for income taxes			(30.5)						3.1						199.2						5.2
Net income			190.5						131.0						738.3						261.5
Less: net income attributable to non-controlling interests			—						0.3						—						0.6
Net income attributable to GoDaddy Inc.			$	190.5					$	130.7					$	738.3					$	260.9
Net income attributable to GoDaddy Inc. per share of Class A common stock:
Basic			$	1.36					$	0.90					$	5.22					$	1.73
Diluted			$	1.32					$	0.89					$	5.09					$	1.71
Weighted-average shares of Class A common stock outstanding:
Basic			140,523						145,484						141,437						150,614
Diluted			144,138						147,291						145,179						153,303
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows:
Cost of revenue			$	0.3					$	0.3					$	0.6					$	1.1
Technology and development			38.6						42.2						115.4						123.2
Marketing and advertising			7.7						7.1						22.9						21.0
Customer care			4.9						6.1						16.4						18.0
General and administrative			22.9						20.5						66.3						62.0
Restructuring and other			—						—						0.8						2.3
Total equity-based compensation expense			$	74.4					$	76.2					$	222.4					$	227.6

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Net income			$	190.5					$	131.0					$	738.3					$	261.5
Foreign exchange forward contracts gain (loss), net			(21.0)						8.7						(10.5)						(7.2)
Unrealized swap gain (loss), net(1)			(31.2)						7.8						(27.4)						2.0
Change in foreign currency translation adjustment			6.6						(9.9)						16.7						(3.9)
Comprehensive income			144.9						137.6						717.1						252.4
Less: comprehensive income attributable to non-controlling interests			—						0.3						—						0.6
Comprehensive income attributable to GoDaddy Inc.			$	144.9					$	137.3					$	717.1					$	251.8
___________________________
(1) Amounts are net of the tax effects reflected below:
Unrealized swap gain (loss), net			$	(22.9)					$	—					$	(13.2)					$	—

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						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(1)			(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
Net income			—						—						—						—						—						146.3						—												146.3
Equity-based compensation, including amounts capitalized			—						—						—						—						76.8						—						—												76.8
Stock option exercises			46						—						—						—						1.8						—						—												1.8
Repurchases of Class A common stock(1)(2)			(2,058)						—						—						—						—						(502.8)						—												(502.8)
Issuance of Class A common stock under 2015 Employee Stock Purchase Plan (ESPP)			249						—						—						—						19.5						—						—												19.5
Impact of derivatives, net			—						—						—						—						—						—						(5.5)												(5.5)
Change in foreign currency translation adjustment			—						—						—						—						—						—						6.3												6.3
Vesting of restricted stock units and other			789						—						—						—						(0.1)						(0.1)						—												(0.2)
Balance at June 30, 2024			141,455						0.1						—						—						2,443.9						(2,422.8)						135.8												157.0
Net income			—						—						—						—						—						190.5						—												190.5
Equity-based compensation, including amounts capitalized			—						—						—						—						74.9						—						—												74.9
Stock option exercises			29						—						—						—						0.5						—						—												0.5
Repurchases of Class A common stock(1)(2)			(1,876)						—						—						—						—						(20.3)						—												(20.3)
Impact of derivatives, net			—						—						—						—						—						—						(52.2)												(52.2)
Change in foreign currency translation adjustment			—						—						—						—						—						—						6.6												6.6

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												Total
			Shares						Amount						Shares						Amount
Vesting of restricted stock units and other			741						—						—						—						(0.3)						—						—												(0.3)
Balance at September 30, 2024			140,349						$	0.1					$	—					$	—					$	2,519.0					$	(2,252.6)					$	90.2											$	356.7

_________________________________

(1)Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $1.4 million, $1.3 million, and $(0.5) million, for the three months ended September 30, 2024, June 30, 2024, and March 31, 2024, respectively.

(2)During the three months ended June 30, 2024, we entered into accelerated share repurchase agreements (ASRs) to repurchase shares of our Class A common stock, pursuant to which, an upfront payment of $245.0 million was made. No shares were initially received in connection with these ASRs. During the three months ended September 30, 2024, as further discussed in Note 4, the ASRs were settled in full with the delivery of 1,353 shares of Class A common stock for $188.9 million and a return of $56.1 million in cash of the upfront payment.

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)
Net income			—						—						—						—						—						82.9						—						0.2						83.1
Equity-based compensation, including amounts capitalized			—						—						—						—						78.0						—						—						—						78.0
Stock option exercises			115						—						—						—						1.6						—						—						(0.1)						1.5
Repurchases of Class A common stock(1)			(7,019)						(0.1)						—						—						—						(511.5)						—						—						(511.6)
Issuance of Class A common stock under ESPP			299						—						—						—						18.2						—						—						—						18.2
Impact of derivatives, net			—						—						—						—						—						—						17.8						—						17.8
Change in foreign currency translation adjustment			—						—						—						—						—						—						3.9						—						3.9
Vesting of restricted stock units and other			784						—						—						—						(0.1)						0.1						—						0.1						0.1
Balance at June 30, 2023			148,293						0.1						307						—						2,088.2						(2,917.8)						162.4						2.6						(664.5)

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
Net income			—						—						—						—						—						130.7						—						0.3						131.0
Equity-based compensation, including amounts capitalized			—						—						—						—						76.7						—						—						—						76.7
Stock option exercises			59						—						—						—						4.9						—						—						—						4.9
Repurchases of Class A common stock(1)			(7,166)						—						—						—						—						(528.2)						—						—						(528.2)
Impact of derivatives, net			—						—						—						—						—						—						16.5						—						16.5
Change in foreign currency translation adjustment			—						—						—						—						—						—						(9.9)						—						(9.9)
Vesting of restricted stock units and other			803						—						—						—						0.2						—						(0.1)						—						0.1
Balance at September 30, 2023			141,989						$	0.1					307						$	—					$	2,170.0					$	(3,315.3)					$	168.9					$	2.9					$	(973.4)

_________________________________

(1)Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $4.6 million.

See accompanying notes to consolidated financial statements.

GoDaddy Inc.

Consolidated Statements of Cash Flows (unaudited)

(In millions)

			Nine Months Ended September 30,
			2024						2023
Operating activities
Net income			$	738.3					$	261.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			103.1						132.6
Equity-based compensation expense			222.4						227.6
(Gain) loss on derivative instruments			6.7						(9.2)
Deferred taxes			(213.7)						(19.4)
Loss on dispositions			1.9						16.8
Other			29.7						37.4
Changes in operating assets and liabilities, net of amounts acquired:
Prepaid domain name registry fees			(40.3)						(47.3)
Accounts payable			(73.9)						6.2
Accrued expenses and other current liabilities			(15.7)						45.2
Deferred revenue			262.3						173.4
Other operating assets and liabilities			(73.6)						(74.9)
Net cash provided by operating activities			947.2						749.9
Investing activities
Maturities of short-term investments			40.0						—
Purchases of intangible assets			—						(35.4)
Net proceeds received from dispositions			8.1						12.4
Purchases of property and equipment			(12.2)						(38.0)
Other investing activities			—						(0.4)
Net cash provided by (used in) investing activities			35.9						(61.4)
Financing activities
Proceeds received from:
Issuance of term loans			2,752.3						1,759.9
Stock option exercises			4.4						9.6
Issuance of Class A common stock under ESPP			19.5						18.2
Payments made for:
Repurchases of Class A common stock			(668.1)						(1,133.2)
Repayment of long-term debt			(2,768.4)						(1,780.0)
Other financing obligations			(15.6)						(7.8)
Net cash used in financing activities			(675.9)						(1,133.3)
Effect of exchange rate changes on cash and cash equivalents			1.1						—
Net increase (decrease) in cash and cash equivalents			308.3						(444.8)
Cash and cash equivalents, beginning of period			458.8						774.0
Cash and cash equivalents, end of period			$	767.1					$	329.2

Cash paid during the period for:
Interest on long-term debt, including impact of interest rate swaps			$	113.2					$	128.3
Income taxes, net of refunds received			$	16.8					$	7.2
Amounts included in the measurement of operating lease liabilities			$	29.9					$	34.0
Supplemental disclosure of non-cash transactions
Operating lease assets obtained in exchange for operating lease liabilities			$	11.5					$	8.4
Accrued purchases of property and equipment at period end			$	1.6					$	1.0
Share repurchases not yet settled			$	—					$	17.9

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			9
Note 2			Summary of Significant Accounting Policies			10
Note 3			Goodwill and Intangible Assets			12
Note 4			Stockholders' Equity			14
Note 5			Prepaid Expenses and Other Current Assets			14
Note 6			Equity-Based Compensation Plans			14
Note 7			Deferred Revenue			16
Note 8			Accrued Expenses and Other Current Liabilities			16
Note 9			Long-Term Debt			17
Note 10			Derivatives and Hedging			18
Note 11			Leases			21
Note 12			Commitments and Contingencies			22
Note 13			Restructuring and Other Charges and Disposition of Businesses and Related Assets			22
Note 14			Income Taxes			23
Note 15			Income Per Share			25
Note 16			Segment Information			25
Note 17			Accumulated Other Comprehensive Income (Loss)			27

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 September 30, 2024, we owned 100% of Desert Newco.

On December 11, 2023, we completed a series of transactions (the DNC Restructure) designed to simplify our then existing capital structure, commonly referred to as an "Up-C" structure, and provide us with additional strategic flexibility. Completion of these transactions resulted in Desert Newco becoming a wholly-owned subsidiary of GoDaddy Inc. Pursuant to the DNC Restructure, all Limited Liability Company Units of Desert Newco not held by us or our subsidiaries were cancelled and converted into newly issued shares of our Class A common stock. 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:

			September 30, 2024						December 31, 2023
U.S.			$	131.4					$	146.9
France			13.5						19.8
All other international			10.9						18.6
			$	155.8					$	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 September 30, 2024 and December 31, 2023.

Revenue Recognition

Disaggregated Revenue

Revenue by major product type was as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
A&C			$	423.1					$	363.3					$	1,211.8					$	1,053.0
Core: domains			535.9						508.2						1,597.1						1,493.0
Core: other			188.6						198.2						571.7						607.8
			$	1,147.6					$	1,069.7					$	3,380.6					$	3,153.8

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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
U.S.			$	778.2					$	724.2					$	2,301.2					$	2,126.6
International			369.4						345.5						1,079.4						1,027.2
			$	1,147.6					$	1,069.7					$	3,380.6					$	3,153.8

No single 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 assets was $200.3 million and $194.4 million for the three months ended September 30, 2024 and 2023, respectively, and was $589.9 million and $571.6 million for the nine months ended September 30, 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 during the nine months ended September 30, 2024 and September 30, 2023 and the sale of certain assets and liabilities of our hosting business within our Core segment during the nine months ended September 30, 2023; (ii) charges incurred related to the abandonment of right-of-use assets associated with certain operating leases during the nine months ended September 30, 2024; and (iii) a charge related to the termination of a revenue sharing arrangement during the nine months ended September 30, 2023. 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 and notice 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 no 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:

			September 30, 2024
			Level 1						Level 2						Level 3						Total
Assets:
Cash and cash equivalents:
Notice deposits			$	100.0					$	—					$	—					$	100.0
Commercial paper			—						39.7						—						39.7
Time deposits			100.0																		100
Derivative assets			—						85.8						—						85.8
Total assets			$	200.0					$	125.5					$	—					$	325.5
Liabilities:
Derivative liabilities			$	—					$	56.6					$	—					$	56.6

			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 the 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted, and will be applied retrospectively for all periods presented. Adoption of this guidance will result in additional disclosures, but it will not impact our consolidated financial position, results of operations or cash flows.

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			11.1						15.3						26.4
Less: goodwill related to disposition of a business			—						(1.7)						(1.7)
Balance at September 30, 2024			$	1,524.7					$	2,069.3					$	3,594.0

Intangible assets, net are summarized as follows:

			September 30, 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			231.2						n/a						231.2
Contractual-based assets			292.7						n/a						292.7
Finite-lived intangible assets:
Customer-related			419.1						$	(350.5)					68.6
Developed technology			240.3						(215.5)						24.8
Trade names and other			98.0						(69.1)						28.9
			$	1,726.3					$	(635.1)					$	1,091.2

			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 $19.6 million and $24.0 million for the three months ended September 30, 2024 and 2023, respectively, and was $59.3 million and $82.8 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the weighted-average remaining amortization period for amortizable intangible assets was 19 months for customer-related, 16 months for developed technology and 38 months for trade names and other, and was 22 months in total.

Based on the balance of finite-lived intangible assets as of September 30, 2024, expected future amortization expense is as follows:

Year Ending December 31:
2024 (remainder of)			$	19.7
2025			71.9
2026			23.3
2027			4.3
2028			1.9
Thereafter			1.2
			$	122.3

4. Stockholders' Equity

Share Repurchases

Our board of directors has authorized a share repurchase program of up to $4,000.0 million. During the nine months ended September 30, 2024, we repurchased a total of 5,179 shares of our Class A common stock, which were retired upon repurchase, for an aggregate purchase price of $668.1 million. As of September 30, 2024, we had $767.4 million of remaining authorization available for repurchases.

During the three months ended June 30, 2024, we entered into accelerated share repurchase agreements (ASRs) to repurchase shares of our Class A common stock, pursuant to which, we made an upfront payment of $245.0 million. No shares were initially received in connection with these ASRs. The total number of shares ultimately delivered under each ASR, and therefore the average purchase price paid per share, were determined based on the volume weighted-average price of our stock during the applicable purchase period less an agreed upon discount and subject to a cap. During the three months ended September 30, 2024, the ASRs were settled in full with the delivery of 1,353 shares of Class A common stock for $188.9 million at an average price of $139.65 per share, and a partial repayment of the upfront payment resulting from the cap, in the amount of $56.1 million in cash. The shares received were retired at the time of delivery and the upfront payment was accounted for as an increase in accumulated deficit. The ASRs are forward contracts indexed to our Class A common stock and met all of the applicable criteria for equity classification, therefore, the ASRs were not accounted for as derivative instruments.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

			September 30, 2024						December 31, 2023
Derivative assets			$	85.8					$	128.6
Prepaid software and maintenance expenses			41.1						23.0
Other			36.9						25.6
			$	163.8					$	177.2

6. Equity-Based Compensation Plans

Equity Plans

At our Annual Meeting of Stockholders on June 6, 2024 (the Annual Meeting), our stockholders approved the adoption of the GoDaddy Inc. 2024 Omnibus Incentive Plan (the 2024 Plan), which replaced our 2015 Equity Incentive Plan on a prospective basis. Under the 2024 Plan, we may grant shares of our Class A common stock in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, performance stock units and other stock- and cash-based awards. 9,085 shares of Class A common stock were initially reserved for issuance under the 2024 Plan. If any award granted under the 2024 Plan or the 2015 Equity Incentive Plan expires or is canceled, forfeited, or otherwise settled without the issuance of Class A common stock, the Class A common stock covered by such award will return to the pool of reserved shares for issuance and will be available for subsequent grants under the terms of the 2024 Plan.

At the Annual Meeting, our stockholders also approved the adoption of the GoDaddy Inc. 2024 Employee Stock Purchase Plan (the 2024 ESPP), which will replace the 2015 Employee Stock Purchase Plan with the first offering period commencing in November 2024 upon the completion of the then in effect offering period under the 2015 Employee Stock Purchase Plan, with any subsequent offering periods being administered under the 2024 ESPP for as long as it is in effect. Under the 2024 ESPP, 4,605 shares of our Class A common stock are reserved for issuance. The 2024 ESPP enables eligible employees to purchase our Class A common stock at a price per share equal to 85% of the fair market value of our Class A common stock on the first trading day of the offering period or the last trading day of the offering period, whichever is lower.

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 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			(155)												28.73
Outstanding and vested at September 30, 2024			690												54.31

The following table summarizes stock award activity:

			Number of Shares of Class A Common Stock (#)
Outstanding at December 31, 2023			6,257
Granted: RSUs			2,595
Granted: TSR-based PSUs			212
TSR-based PSU achievement above target			230
Vested			(3,073)
Forfeited			(581)
Outstanding at September 30, 2024(1)			5,640

_________________________________

(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			4,989						94.4
TSR-based PSUs			651						142.30
Outstanding at September 30, 2024			5,640

As of September 30, 2024, total unrecognized compensation expense related to non-vested equity grants was $423.6 million with an expected remaining weighted-average recognition period of 1.9 years.

7. Deferred Revenue

Deferred revenue consisted of the following:

			September 30, 2024						December 31, 2023
Current:
A&C			$	794.3					$	683.8
Core			1,461.8						1,391.1
			$	2,256.1					$	2,074.9
Noncurrent:
A&C			$	197.3					$	173.5
Core			684.0						628.9
			$	881.3					$	802.4

The increase in deferred revenue was primarily driven by payments received in advance of satisfying our performance obligations, offset by $459.0 million and $1,885.4 million of revenue recognized during the three and nine months ended September 30, 2024, respectively, which was included in deferred revenue as of December 31, 2023. Deferred revenue as of September 30, 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			$	326.6					$	508.9					$	113.6					$	30.8					$	7.1					$	4.6					$	991.6
Core			560.3						1,019.6						306.0						117.7						60.5						81.7						2,145.8
			$	886.9					$	1,528.5					$	419.6					$	148.5					$	67.6					$	86.3					$	3,137.4

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

			September 30, 2024						December 31, 2023
Accrued payroll and employee benefits			$	137.5					$	143.6
Tax-related accruals			67.1						56.2
Derivative liabilities			56.6						46.4
Accrued legal and professional			33.1						39.7
Current portion of operating lease liabilities			28.1						29.1
Accrued marketing and advertising			15.7						12.3
Accrued interest			13.3						13.6
Accrued restructuring costs			0.9						7.4
Accrued acquisition-related expenses and acquisition consideration payable			—						15.0
Other			85.9						78.9
			$	438.2					$	442.2

9. Long-Term Debt

Long-term debt consisted of the following:

			Maturity Date						September 30, 2024						December 31, 2023
2029 Term Loans (effective interest rate of 7.8% at September 30, 2024 and 8.4% at December 31, 2023)			November 10, 2029						$	1,462.5					$	1,752.3
2031 Term Loans (effective interest rate of 7.5% at September 30, 2024)			May 31, 2031						997.5						—
2027 Term Loans (effective interest rate of 7.4% at December 31, 2023)			August 10, 2027						—						723.8
2027 Senior Notes (effective interest rate of 5.5% at September 30, 2024 and 5.4% at December 31, 2023)			December 1, 2027						600.0						600.0
2029 Senior Notes (effective interest rate of 3.6% at September 30, 2024 and 3.6% at December 31, 2023)			March 1, 2029						800.0						800.0
Revolver			November 10, 2027						—						—
Total									3,860.0						3,876.1
Less: unamortized original issue discount and debt issuance costs(1)									(59.9)						(59.7)
Less: current portion of long-term debt									(16.5)						(17.9)
									$	3,783.6					$	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 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 term loans (the 2029 Term Loans). Pursuant to this amendment, the 2029 Term 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%.

In May 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2031, the proceeds of which were used to refinance and extend the maturity of our 2027 Term Loans as defined in our 2023 Form 10-K to 2031 (the 2031 Term Loans) and repay a portion of our 2029 Term Loans. The amortization rate for the 2031 Term Loans is 1.00% per annum and the first installment is payable on or about September 30, 2024. Pursuant to this amendment, the 2031 Term Loans were issued at an applicable margin of (i) 1.75% for the term loans that are SOFR Loans and (ii) 0.75% for the term loans that are ABR Loans.

As of September 30, 2024, we had $998.7 million available for borrowing under the Revolver as $1.3 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 September 30, 2024.

Senior Notes

As described in our 2023 Form 10-K, we have completed two offerings of senior notes, Senior Notes due 2027 (the 2027 Senior Notes) and Senior Notes due in 2029 (the 2029 Senior Notes, and together with the 2027 Senior Notes, the Senior Notes). We were not in violation of any covenants of the Senior Notes as of September 30, 2024.

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 September 30, 2024:

2029 Term Loans			$	1,462.3
2031 Term Loans			$	996.3
2027 Senior Notes			$	599.2
2029 Senior Notes			$	751.5

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, 2024 were as follows:

Year Ending December 31:
2024 (remainder of)			$	6.2
2025			24.7
2026			24.7
2027			624.7
2028			24.7
Thereafter			3,155.0
			$	3,860.0

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)**
			September 30, 2024						December 31, 2023						September 30, 2024						December 31, 2023						September 30, 2024						December 31, 2023
Cash flow hedges:
Foreign exchange forward contracts			$	731.6					$	592.1					$	0.4					$	1.4					$	18.3					$	14.7
Cross-currency swaps(1)			561.2						560.8						—						—						16.8						13.9
Interest rate swaps			1,944.2						1,959.7						85.4						127.2						—						—
Net investment hedges:
Cross-currency swaps(1)			719.3						718.8						—						—						21.5						17.8
Total hedges			$	3,956.3					$	3,831.4					$	85.8					$	128.6					$	56.6					$	46.4

_________________________________

(1)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 1.11 and 1.10 as of September 30, 2024 and December 31, 2023, 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 hedging relationships on accumulated other comprehensive income (AOCI):

			Unrealized Gains (Losses) Recognized in Other Comprehensive Income
			Three Months Ended												Nine Months Ended
			September 30, 2024						September 30, 2023						September 30, 2024						September 30, 2023
Cash flow hedges:
Foreign exchange forward contracts(1)			$	(21.0)					$	8.7					$	(10.5)					$	(7.2)
Cross-currency swaps			3.8						(7.8)						1.6						(12.4)
Interest rate swaps			(57.9)						15.6						(42.2)						14.4
Net investment hedges:
Cross-currency swaps			(22.7)						12.3						(3.7)						(7.0)
Total hedges			$	(97.8)					$	28.8					$	(54.8)					$	(12.2)

_________________________________

(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 September 30, 2024																		Three Months Ended September 30, 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			$	0.7					$	—					$	—					$	3.8					$	—					$	—
Cross-currency swaps:
Reclassified from AOCI into income(1)			—						2.3						(21.0)						—						2.4						17.4
Interest rate swaps:
Reclassified from AOCI into income			—						18.0						—						—						17.8						—
Net investment hedges:
Cross-currency swaps:
Reclassified from AOCI into income			—						3.1						—						—						3.1						—
Total hedges			$	0.7					$	23.4					$	(21.0)					$	3.8					$	23.3					$	17.4

_________________________________

(1)The amounts reflected in other income (expense), net include $21.1 million and $(17.4) 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 September 30, 2024 and 2023, respectively.

			Nine Months Ended September 30, 2024																		Nine Months Ended September 30, 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			$	3.6					$	—					$	—					$	13.5					$	—					$	—
Cross-currency swaps:
Reclassified from AOCI into income(1)			—						7.2						(4.8)						—						7.2						6.8
Interest rate swaps:
Reclassified from AOCI into income			—						54.7						—						—						48.3						—
Net investment hedges:
Cross-currency swaps:
Reclassified from AOCI into income			—						9.4						—						—						9.4						—
Total hedges			$	3.6					$	71.3					$	(4.8)					$	13.5					$	64.9					$	6.8

_________________________________

(1)The amounts reflected in other income (expense), net include $4.6 million and $(6.9) 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 nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, we estimate that $82.7 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 September 30, 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 as defined in our 2023 Form 10-K, 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 September 30, 2024, operating leases have a remaining weighted-average lease term of 6.3 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												Nine Months Ended
			September 30, 2024						September 30, 2023						September 30, 2024						September 30, 2023
Operating lease costs			$	6.3					$	8.9					$	20.8					$	28.3
Variable lease costs			4.2						3.6						11						11.2
Sublease income			(2.6)						(3.6)						(7.3)						(8.1)
Total net lease cost			$	7.9					$	8.9					$	24.5					$	31.4

During the nine months ended September 30, 2024, we recognized $5.7 million of expense related to the abandonment of certain operating leases, which is included within restructuring and other and excluded from the table above.

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 $28.0 million and $23.6 million as of September 30, 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 and Disposition of Businesses and Related Assets

During the nine months ended September 30, 2024, we implemented restructuring activities to further reduce operating expenses and improve cash flows through a reduction in force, which impacted approximately 275 employees. In conjunction with these restructuring activities, we recognized $17.0 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation during the nine months ended September 30, 2024. No pre-tax restructuring charges were recognized during the three months ended September 30, 2024. Of the $17.0 million of pre-tax restructuring charges recognized during the nine months ended September 30, 2024, $6.3 million and $9.9 million were recognized within our A&C and Core segments, respectively, and $0.8 million was recognized as corporate overhead.

Cash payments of $5.2 million and $15.3 million related to the restructuring activities described above were made during the three and nine months ended September 30, 2024, respectively. We expect to make substantially all remaining restructuring payments by the end 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 nine months ended September 30, 2024(1)			16.6
Amount paid during the nine months ended September 30, 2024			(23.1)
Accrued restructuring costs as of September 30, 2024			$	0.9
Accrued restructuring costs as of December 31, 2022			$	—
Restructuring costs incurred during the nine months ended September 30, 2023(1)			41.5
Amount paid during the nine months ended September 30, 2023			(31.4)
Accrued restructuring costs as of September 30, 2023			$	10.1

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(1)The nine months ended September 30, 2024 and September 30, 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 nine months ended September 30, 2024, we also recognized $5.7 million of expense related to the abandonment of certain operating leases as discussed in Note 11. During the nine months ended September 30, 2023, we recognized a $16.8 million charge in connection with the disposition of certain assets and liabilities of our hosting business within our Core segment which occurred on June 30, 2023 and a charge of $17.0 million related to the termination of a revenue sharing agreement.

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, U.S. research and development tax credits and excess tax benefits related to equity-based compensation.

We monitor the realizability of our DTAs considering all relevant factors at each reporting period. As of September 30, 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 nine months ended September 30, 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 $171.8 million as of September 30, 2024, of which $43.8 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. During the three months ending September 30, 2024, we recognized a $9.0 million income tax benefit related to the reversal of an uncertain tax position in a foreign jurisdiction as a result of a favorable tax ruling.

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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Numerator:
Net income			$	190.5					$	131.0					$	738.3					$	261.5
Less: net income attributable to non-controlling interests			—						0.3						—						0.6
Net income attributable to GoDaddy Inc.			$	190.5					$	130.7					$	738.3					$	260.9
Denominator:
Weighted-average shares of Class A common stock outstanding—basic			140,523						145,484						141,437						150,614
Effect of dilutive securities:
Class B common stock			—						307						—						308
Stock options			457						405						456						462
RSUs, PSUs and ESPP shares			3,158						1,095						3,286						1,919
Weighted-average shares of Class A Common stock outstanding—diluted			144,138						147,291						145,179						153,303
Net income attributable to GoDaddy Inc. per share of Class A common stock—basic			$	1.36					$	0.90					$	5.22					$	1.73
Net income attributable to GoDaddy Inc. per share of Class A common stock—diluted			$	1.32					$	0.89					$	5.09					$	1.71

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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Stock options			—						152						—						163
RSUs, PSUs and ESPP shares			44						2,213						337						620
			44						2,365						337						783

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 September 30, 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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Revenue:
A&C			$	423.1					$	363.3					$	1,211.8					$	1,053.0
Core			724.5						706.4						2,168.8						2,100.8
Total revenue			$	1,147.6					$	1,069.7					$	3,380.6					$	3,153.8
Segment EBITDA:
A&C			$	194.6					$	154.3					$	533.1					$	429.4
Core			239.0						208.6						675.2						588.6
Total Segment EBITDA			433.6						362.9						1,208.3						1,018.0
Unallocated corporate overhead			(67.1)						(66.9)						(197.1)						(207.7)
Depreciation and amortization			(32.8)						(40.6)						(103.1)						(132.6)
Equity-based compensation expense(1)			(74.4)						(76.2)						(221.6)						(225.3)
Interest expense, net of interest income			(33.2)						(39.8)						(102.4)						(115.2)
Acquisition-related expenses, net of reimbursements(2)			(0.1)						1.4						(0.2)						(7.2)
Restructuring and other (3)			(5.0)						(12.9)						(44.8)						(73.7)
Income before income taxes			221.0						127.9						539.1						256.3
Benefit (provision) for income taxes			(30.5)						3.1						199.2						5.2
Net income			$	190.5					$	131.0					$	738.3					$	261.5

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(1)The nine months ended September 30, 2024 and September 30, 2023 exclude $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)The three and nine months ended September 30, 2023 include an adjustment of $6.0 million to a previously-recognized acquisition milestone liability.

(3)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, charges related to certain legal matters, adjustments to the fair value of our equity investments, expenses incurred in relation to the refinancing of our long-term debt, and incremental expenses associated with certain professional services.

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			16.7						(108.0)						(91.3)
Amounts reclassified from AOCI			—						70.1						70.1
Other comprehensive income			16.7						(37.9)						(21.2)
Balance as of September 30, 2024			$	(66.9)					$	157.1					$	90.2
Gross balance as of December 31, 2022(2)			$	(75.0)					$	253.4					$	178.4
Other comprehensive income (loss) before reclassifications			0.4						(90.4)						(90.0)
Amounts reclassified from AOCI(3)			(4.3)						85.2						80.9
Other comprehensive income			(3.9)						(5.2)						(9.1)
			$	(78.9)					$	248.2					169.3
Less: AOCI attributable to non-controlling interests															(0.4)
Balance as of September 30, 2023															$	168.9

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

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

(3)The sale of certain assets and liabilities of our hosting business in 2023, as discussed in Note 13, resulted in the reclassification from AOCI of $4.3 million in cumulative foreign currency translation adjustments. This amount was included within the loss on disposal reported in restructuring and other in our statements of operations for the three and nine months ended September 30, 2023.