4 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity (Deficit)
5 unchanged sentences
We have audited the accompanying consolidated balance sheets of GoDaddy Inc.
−Removed: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements").
+Added: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an adverse opinion thereon.
Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: These financial statements are the responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
1 unchanged sentence
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Revenue recognition
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Valuation Allowance – Realizability of Deferred Tax Assets
+Added: Description of the Matter As more fully described in Note 16 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to deductible temporary differences and carryforwards of $1.03 billion, net of a $378 million valuation allowance.
+Added: Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized based on the available sources of income.
+Added: Auditing management’s assessment of the realizability of its deferred tax assets involved complex auditor judgment because management’s estimate is highly subjective and based on significant assumptions that may be affected by future market or economic conditions, as well as management’s ability to execute against its forecasted plan.
+Added: How We Addressed the Matter in Our Audit Our audit procedures performed, among others, included evaluation of the assumptions used by the Company to develop the projections of future taxable income by tax-paying component and jurisdiction, and testing of the completeness and accuracy of the underlying data used in its projections as the primary source of income, as well as testing the Company’s analysis of the limitation related to tax character (capital vs.
+Added: ordinary), ordering rules and/or limited carryforward periods of the expiring deferred tax assets, and uncertain tax positions as a source of income, where applicable.
+Added: For example, we compared the projections of future taxable income with the actual results of prior periods, and we evaluated management’s consideration of current industry and economic trends.
+Added: We also assessed the historical accuracy of management’s projections and compared the projections of future taxable income with other forecasted financial information prepared by the Company.
+Added: We evaluated the Company’s disclosures included in Note 16 to the consolidated financial statements.
+Added: Sufficiency of audit evidence over revenue
Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company derives its revenue primarily from subscription fees for domain registrations, website hosting, website security, and applications and commerce products, which it generally recognizes ratably over the related contractual terms.
−Removed: The majority of the Company's revenue recognition process involves the use of several systems responsible for the processing and recording of transactions originating from the Company's ecommerce websites based on the calculation of revenue in accordance with the Company's accounting policies.
+Added: The revenue stream accounting for the majority of the Company's revenue involves the use of several IT applications responsible for the initiation, processing, and recording of transactions originating from the Company's ecommerce websites based on the calculation of revenue in accordance with the Company's accounting policies.
The processing and recognition of revenue are highly automated and involve capturing and processing significant volumes of data.
−Removed: Auditing the Company's accounting for revenue from contracts with customers was challenging and complex due to the high volume of transactions and the dependency on the design and operation of multiple systems, some of which are custom-made for the Company's business.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's accounting for revenue recognition.
−Removed: With the assistance of information technology professionals, we tested controls over the initiation and billing of subscriptions and the Company's cash to billings reconciliation process.
−Removed: We also tested controls related to the interfaces between the provisioning, billing, and accounting systems.
−Removed: Our audit procedures included, among others, testing the completeness and accuracy of the underlying data within the Company's billing systems, performing data analytics to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts, testing samples of sales transactions to third-party documentation, and reviewing the Company's cash to billings reconciliations.
+Added: We identified the evaluation of sufficiency of audit evidence over this revenue as a critical audit matter due to the large volume of data and the number of revenue accounting IT applications.
+Added: While this revenue consists of a large number of similar, individually low value transactions, the IT applications required a high degree of auditor judgment to evaluate the design of our audit procedures to ensure sufficiency of audit evidence obtained.
+Added: Subjective auditor judgment was required to evaluate that revenue data was captured and aggregated accurately and completely throughout these various IT applications.
+Added: Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over this revenue stream.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's accounting for this revenue stream, including IT general controls and application controls, controls over data interfaces, and procedures used to initiate, process, and record transactions.
+Added: For this revenue stream, we involved IT professionals with specialized skills and knowledge, who assisted in determining that the design of controls over the IT applications used by the Company in this revenue recognition process and the transfer of relevant revenue data between certain systems used in the revenue recognition process was appropriate.
+Added: Our audit procedures also included, among others, testing the completeness and accuracy of the underlying data within the Company's billing systems, performing data analytics to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts, testing samples of sales transactions to third-party documentation, and reviewing the Company's cash to billings reconciliations.
We also evaluated the Company's disclosures included in Note 2 to the consolidated financial statements.
+Added: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed.
/s/ Ernst & Young LLP
6 unchanged sentences
Cash and cash equivalents $ 458.8 $ 774.0
+Added: Short-term investments 40.0 —
Accounts and other receivables 76.6 60.1
8 unchanged sentences
Intangible assets, net 1,158.6 1,252.2
+Added: Deferred tax assets 1,020.4 5.4
Other assets 105.6 89.6
22 unchanged sentences
Accumulated deficit ( 2,320.7 ) ( 2,422.6 )
−Removed: Accumulated other comprehensive income (loss) 178.0 ( 38.6 )
+Added: Accumulated other comprehensive income 111.2 178.0
Total stockholders' equity (deficit) attributable to GoDaddy Inc.
21 unchanged sentences
Operating income
+Added: 547.4 498.8 382.1
Interest expense ( 179.0 ) ( 146.3 ) ( 126.0 )
Loss on debt extinguishment ( 1.5 ) ( 3.6 ) —
−Removed: Tax receivable agreements liability adjustment — — ( 674.7 )
Other income (expense), net 36.9 7.6 ( 2.5 )
−Removed: Income (loss) before income taxes 356.5 253.6 ( 495.4 )
+Added: Income before income taxes
+Added: 403.8 356.5 253.6
Benefit (provision) for income taxes
−Removed: Net income (loss) 352.9 242.8 ( 494.1 )
+Added: 971.8 ( 3.6 ) ( 10.8 )
+Added: 1,375.6 352.9 242.8
net income attributable to non-controlling interests
−Removed: Net income (loss) attributable to GoDaddy Inc.
+Added: Net income attributable to GoDaddy Inc.
$ 1,374.8 $ 352.2 $ 242.3
−Removed: Net income (loss) attributable to GoDaddy Inc.
+Added: Net income attributable to GoDaddy Inc.
per share of Class A common stock:
11 unchanged sentences
General and administrative 78.3 73.5 58.1
+Added: Restructuring and other 2.3 — —
Total equity-based compensation expense $ 296.3 $ 264.4 $ 207.9
See accompanying notes to consolidated financial statements.
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Income
(In millions)
1 unchanged sentence
2023 2022 2021
−Removed: Net income (loss) $ 352.9 $ 242.8 $ ( 494.1 )
+Added: $ 1,375.6 $ 352.9 $ 242.8
Foreign exchange forward contracts gain (loss), net (1)
+Added: ( 24.3 ) 24.3 16.3
Unrealized swap gain (loss), net (1)
1 unchanged sentence
Change in foreign currency translation adjustment (1)
−Removed: Comprehensive income (loss) 570.0 335.7 ( 546.8 )
+Added: ( 8.6 ) ( 22.1 ) 45.9
+Added: Comprehensive income
+Added: 1,308.6 570.0 335.7
comprehensive income attributable to non-controlling interests
−Removed: Comprehensive income (loss) attributable to GoDaddy Inc.
+Added: Comprehensive income attributable to GoDaddy Inc.
$ 1,307.6 $ 568.9 $ 335.7
(1) Amounts are net of the income tax effects reflected below:
+Added: Foreign exchange forward contracts gain (loss), net $ ( 5.5 ) $ — $ —
Unrealized swap gain (loss), net $ ( 25.0 ) $ ( 2.6 ) $ 2.2
9 unchanged sentences
169,157 0.2 688 — 1,308.8 ( 1,190.9 ) ( 131.0 ) 1.1 ( 11.8 )
−Removed: Net income (loss) — — — — — ( 495.1 ) — 1.0 ( 494.1 )
+Added: Net income — — — — — 242.3 — 0.5 242.8
Equity-based compensation, including amounts capitalized — — — — 211.9 — — — 211.9
2 unchanged sentences
Issuances of Class A common stock under employee stock purchase plan 489 — — — 30.7 — — — 30.7
−Removed: Distributions to holders of LLC Units — — — — — — — ( 6.0 ) ( 6.0 )
Impact of derivatives, net — — — — — — 47.0 — 47.0
23 unchanged sentences
Repurchases of Class A common stock (1)
+Added: ( 17,356 ) — — — — ( 1,272.9 ) — — ( 1,272.9 )
Stock option exercises 557 — — — 19.8 — — ( 0.2 ) 19.6
2 unchanged sentences
Change in foreign currency translation adjustment — — — — — — ( 8.6 ) — ( 8.6 )
+Added: Impact of DNC Restructure 270 — — — 9.3 — — ( 2.5 ) 6.8
Vesting of restricted stock units and other 4,258 ( 0.1 ) ( 53 ) — 1.5 — 0.2 ( 0.6 ) 1.0
1 unchanged sentence
142,051 $ 0.1 259 $ — $ 2,271.6 $ ( 2,320.7 ) $ 111.2 $ — $ 62.2
+Added: __________________________________
+Added: (1) Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $ 8.5 million
See accompanying notes to consolidated financial statements.
4 unchanged sentences
Operating activities
−Removed: Net income (loss) $ 352.9 $ 242.8 $ ( 494.1 )
+Added: Net income $ 1,375.6 $ 352.9 $ 242.8
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
1 unchanged sentence
Equity-based compensation 296.3 264.4 207.9
−Removed: Gain on derivative instruments 27.6 6.3 7.0
+Added: Loss (gain) on derivative instruments ( 12.0 ) 27.6 6.3
Non-cash restructuring and other charges 6.1 10.4 15.1
−Removed: Tax receivable agreements liability adjustment — — 674.7
+Added: Deferred taxes ( 993.2 ) ( 18.4 ) ( 16.1 )
+Added: Loss on dispositions 16.5 — —
Other 56.5 66.8 30.7
7 unchanged sentences
Investing activities
−Removed: Maturities of short-term investments — — 23.7
+Added: Purchases of short-term investments ( 40.0 ) — —
Business acquisitions, net of cash acquired — ( 72.5 ) ( 367.7 )
Purchases of intangible assets ( 35.4 ) ( 0.4 ) ( 202.1 )
+Added: Net proceeds received from dispositions 12.7 — —
Purchases of property and equipment ( 42.0 ) ( 59.7 ) ( 51.1 )
9 unchanged sentences
Payments made for:
−Removed: Settlement of tax receivable agreements — ( 0.2 ) ( 849.8 )
Repurchases of Class A common stock ( 1,270.2 ) ( 1,294.6 ) ( 526.0 )
36 unchanged sentences
Commitments and Contingencies
−Removed: Restructuring and Other
+Added: Restructuring and Other Charges and Disposition of Businesses and Related Assets
Defined Contribution Plan
−Removed: Income (Loss) Per Share
+Added: Income Per Share
Segment Information
−Removed: Accumulated Other Comprehensive Loss
+Added: Accumulated Other Comprehensive Income (Loss)
Subsequent Events
3 unchanged sentences
Our products enable our customers to establish a digital presence, connect with their customers and manage their presence.
−Removed: We are the sole managing member of Desert Newco, LLC and its subsidiaries (Desert Newco), and as a result, we consolidate its financial results and report non-controlling interests representing the economic interests held by other members.
+Added: We are the sole managing member of Desert Newco, LLC (Desert Newco), and as a result, we consolidate its financial results and report non-controlling interests representing the economic interests held by other members.
The calculation of non-controlling interests excludes any net income attributable directly to GoDaddy Inc.
−Removed: We owned approximately 99.8 % of Desert Newco's limited liability company units (LLC Units) as of December 31, 2022.
+Added: As of December 31, 2023, we owned 100.0 % of Desert Newco.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2023, 259 Class B shares were outstanding.
Basis of Presentation
2 unchanged sentences
Prior Period Reclassifications
−Removed: In the first quarter of 2022, we revised the presentation of revenue in our statements of operations, as described in Note 2.
−Removed: Reclassifications of certain other immaterial prior period amounts have been made to conform to the current period presentation.
+Added: Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation.
Use of Estimates
12 unchanged sentences
however, actual results may differ.
−Removed: Beginning in the first quarter of 2022, we revised the presentation of segment information to reflect changes in the way we manage and evaluate our business.
−Removed: As such, we report our operating results through two reportable segments:
+Added: We report our operating results through two reportable segments:
Applications and Commerce (A&C) and Core Platform (Core), as further discussed in Note 18.
−Removed: Accordingly, we have revised our segment information for the comparable prior year period.
Summary of Significant Accounting Policies
2 unchanged sentences
Amounts receivable for payment processor transactions totaled $ 41.2 million and $ 30.4 million at December 31, 2023 and 2022, respectively.
+Added: Short-Term Investments
+Added: Our short-term investments consist of instruments with a remaining maturity in excess of 90 days at the date of acquisition, which are carried at fair value.
+Added: The estimated fair value of our short-term investments is determined based on quoted market prices and approximated historical cost.
+Added: We did not have any material realized or unrealized gains or losses on sales of short-term investments during any of the periods presented.
+Added: We classify our short-term investments as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date.
+Added: We may sell our short-term investments at any time for use in current operations or for other purposes, even if they have not yet reached maturity.
+Added: As a result, we classify our short-term investments, including investments with maturities beyond 12 months, as current assets.
Registry Deposits
20 unchanged sentences
Property and equipment, net by geography was as follows:
+Added: $ 146.9 $ 167.5
France 19.8 28.8
1 unchanged sentence
$ 185.3 $ 225.6
−Removed: No other individual international country represented more than 10% of property and equipment, net in any period presented.
+Added: No other international country represented more than 10% of property and equipment, net in any period presented.
Capitalized Software Costs
28 unchanged sentences
We capitalize issuance costs, underwriting fees and related expenses incurred in connection with the issuance of debt instruments and amortize such costs using the interest method over the terms of the respective instruments.
−Removed: Debt issuance costs, other than those associated with our revolving credit loan, are reflected as a direct reduction of the carrying amount of the related debt liability.
−Removed: Debt issuance costs related to our revolving credit loan are reflected as an asset.
+Added: Debt issuance costs, other than those associated with our revolving credit facility, are reflected as a direct reduction of the carrying amount of the related debt liability.
+Added: Debt issuance costs related to our revolving credit facility are reflected as an asset.
Derivative Financial Instruments
15 unchanged sentences
Gains and losses on these instruments are recorded as a component of AOCI until the underlying transaction is recorded in earnings.
−Removed: When the hedged item is realized, gains or losses are reclassified from AOCI to earnings within the same line items as the underlying transactions.
+Added: When the hedged item is realized, gains or losses are reclassified from AOCI to earnings
+Added: within the same line items as the underlying transactions.
At inception, and each reporting period, we evaluate the effectiveness of each of our hedges, and all hedges were determined to be effective.
11 unchanged sentences
We initially recognize and measure contracts containing a lease and determine lease classification at commencement.
−Removed: Right-of-use (ROU) assets and operating lease liabilities are measured based on the estimated present value of lease payments
−Removed: over the lease term.
+Added: Right-of-use (ROU) assets and operating lease liabilities are measured based on the estimated present value of lease payments over the lease term.
In determining the present value of lease payments, we use our estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined.
2 unchanged sentences
Operating lease costs are recognized on a straight-line basis over the lease term while finance leases result in a front-loaded expense pattern.
−Removed: Variable lease costs are recognized as incurred.
+Added: Variable lease costs, such as management fees, insurance, and common area maintenance, are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred.
On our balance sheets, assets and liabilities associated with operating leases are included within operating lease assets, accrued expenses and other current liabilities and operating lease liabilities.
1 unchanged sentence
Equity Investments
−Removed: We hold investments in privately held equity securities, which are recorded in other assets and totaled $ 40.5 million and $ 40.0 million at December 31, 2022 and 2021, respectively.
+Added: We hold investments in privately held equity securities, which are recorded in other assets and were as follows:
+Added: Equity Investments
+Added: Equity investments as of December 31, 2021 $ 40.0
+Added: Fair market value adjustments (1)
+Added: Equity investments as of December 31, 2022 40.5
+Added: Fair market value adjustments (1)
+Added: Impairment losses (1)
+Added: Additional investments 0.5
+Added: Equity investments as of December 31, 2023 $ 53.1
+Added: _________________________________
+Added: (1) Fair market value adjustments and impairment losses are recorded in other income (expense), net.
These securities are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer or impairment.
23 unchanged sentences
Refunds result in a reduced amount of revenue recognized over the contract term of the applicable product.
−Removed: In the first quarter of 2022, we revised the presentation of revenue in our statements of operations in order to provide better visibility into our business and products as well as a more consistent way to track our progress against our strategic
−Removed: This change also aligns our revenue presentation with the products in each of our two reportable segments, which are discussed in Note 18.
−Removed: Following this change, our revenue is categorized as follows:
+Added: Our revenue is categorized as follows:
Applications and Commerce .
−Removed: A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products such as payment processing fees and point-of-sale (POS) hardware as well as sales of third-party email and productivity solutions such as Microsoft Office 365.
+Added: A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products such as payment processing fees and point-of-sale (POS) hardware as well as sales of third-party email and productivity solutions such as Microsoft 365.
A&C revenue also includes revenue from sales of products, such as website security products, when they are included in bundled offerings of our proprietary software products.
6 unchanged sentences
Aftermarket domain revenue is recognized at the time when ownership of the domain is transferred to the buyer.
−Removed: The prior period statement of operations was revised to retrospectively present revenue in the new groupings as shown in the table below.
−Removed: There was no impact on total revenue, operating income, net income, deferred revenue or our statement of cash flows as a result of these revisions.
−Removed: Year Ended December 31,
−Removed: As Previously Reported
−Removed: Domains $ 1,809.9 $ 1,515.1
−Removed: Hosting and presence 1,283.4 1,200.6
−Removed: Business applications 722.4 601.0
−Removed: Total revenue $ 3,815.7 $ 3,316.7
−Removed: Applications and commerce $ 1,128.3 $ 926.1
−Removed: Core platform 2,687.4 2,390.6
−Removed: Total revenue $ 3,815.7 $ 3,316.7
Disaggregated Revenue
15 unchanged sentences
$ 4,254.1 $ 4,091.3 $ 3,815.7
−Removed: No individual international country represented more than 10% of total revenue in any period presented.
−Removed: See Note 8 for additional information regarding our deferred revenue.
+Added: No international country represented more than 10% of total revenue in any period presented.
+Added: See Note 8 for information regarding our deferred revenue.
Performance Obligations
15 unchanged sentences
We sell our products directly to customers and also through a network of resellers.
−Removed: In certain cases, such as for aftermarket domain sales, we act as a reseller of products provided by others.
+Added: In certain cases, we act as a reseller of products provided by others.
The determination of gross or net revenue recognition is reviewed on a product-by-product basis and is dependent on our determination as to whether we act as principal or agent in the transaction.
−Removed: Revenue associated with sales through our network of resellers, for certain aftermarket domain sales and for third-party offerings, is generally recorded on a gross basis as we have determined that we control the product before transferring it to our end customers.
+Added: Revenue associated with sales of our products through a network of resellers is generally recorded on a net basis.
+Added: Revenue associated with sales of aftermarket domains and third party solutions where we act as a reseller of products provided by others is generally recorded on a gross basis as we have determined that we control the product before transferring it to our end customers.
Commissions paid to resellers are capitalized and amortized to cost of revenue consistent with the pattern of transfer of the products purchased.
6 unchanged sentences
Cost of Revenue (excluding depreciation and amortization)
−Removed: Costs of revenue are the direct costs we incur in connection with selling an incremental product to our customers.
−Removed: Substantially all cost of revenue relates to domain registration fees paid to the various domain registries, payment processing fees, third-party commissions and licensing fees for third-party productivity applications.
+Added: Costs of revenue are primarily the direct costs we incur in connection with selling an incremental product to our customers.
+Added: Substantially all cost of revenue relates to domain registration fees, payment processing fees, third-party commissions and licensing fees for third-party productivity applications.
Technology and Development
9 unchanged sentences
General and Administrative
−Removed: General and administrative expenses primarily consist of personnel costs for our administrative functions, professional service fees, office rent and facilities expenses for all locations, acquisition-related expenses and other general costs.
+Added: General and administrative expenses primarily consist of personnel costs for our administrative functions, professional service fees, office rent for all locations, all employee travel expenses, acquisition-related expenses and other general costs.
Restructuring and Other
−Removed: Restructuring and other consists primarily of severance and other exit costs as well as charges recorded in connection with the impairment and gains and losses on disposition of certain assets.
+Added: Restructuring and other for 2023 primarily represents:
+Added: (i) charges related to the restructuring activities implemented during 2023, which were undertaken to reduce future operating expenses and improve cash flows through a combination of
+Added: reductions in force and the sale of certain assets and liabilities of our hosting business within our Core segment;
+Added: and (ii) a charge incurred in the second quarter of 2023 related to the termination of a revenue sharing agreement.
+Added: Restructuring and other for 2022 consists primarily of severance and other exit costs as well as charges recorded in connection with the impairment and gains and losses on disposition of certain assets.
Equity-Based Compensation
41 unchanged sentences
Time deposits 40.0 — — 40.0
+Added: Short-term investments:
+Added: Time deposits 40.0 — — 40.0
Derivative assets — 128.6 — 128.6
5 unchanged sentences
Cash and cash equivalents:
+Added: Commercial paper $ — $ 120.0 $ — $ 120.0
Time deposits and money market funds 347.3 — — 347.3
13 unchanged sentences
Acquisition-related costs are charged to general and administrative expense as incurred.
−Removed: Tax Receivable Agreements
−Removed: Concurrent with the completion of our initial public offering (IPO), we became a party to five tax receivable agreements (TRAs) with our pre-IPO owners under which we were contractually committed to pay such owners 85 % of the amount of calculated tax savings that we would be deemed to realize as a result of certain transactions.
−Removed: In July 2020, we entered into a series of agreements pursuant to which we settled all liabilities under the TRAs in exchange for aggregate payments totaling $ 850.0 million.
−Removed: We recorded a charge of $ 674.7 million to our statement of operations during 2020 to adjust our liability under the TRAs at that time to the aggregate settlement amount.
−Removed: No amounts remain payable under the TRAs as of December 31, 2022.
Concentrations of Risks
5 unchanged sentences
We have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities.
−Removed: We serve our customers and users from data center facilities operated either by us or third parties, which are most significantly located in Arizona, Virginia, France, the Netherlands and Singapore.
+Added: We serve our customers and users from data center facilities operated either by us or third parties, which are most significantly located in Arizona, Virginia, France, Germany, the Netherlands and Singapore.
Even with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.
Recent Accounting Pronouncements
−Removed: In October 2021, the FASB issued final guidance changing the measurement of acquired liabilities from contracts with customers in a business combination.
−Removed: The new guidance requires the recognition of contract liabilities at amounts generally consistent with those recorded by the acquiree immediately before the acquisition date.
−Removed: Under existing guidance, contract liabilities are measured at fair value, which generally results in a reduction to acquired contract liabilities and therefore lower revenue recognized during the post-acquisition period.
−Removed: We early adopted the new guidance on January 1, 2022.
+Added: 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.
+Added: This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted.
+Added: We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.
+Added: In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures.
+Added: 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.
+Added: The new guidance will be effective for the our 2025 fiscal year, with early adoption permitted.
+Added: We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements .
Business Acquisitions
2 unchanged sentences
The acquisition was not material to our results of operations.
−Removed: The aggregate purchase price was preliminarily allocated based upon our assessment of acquisition-date fair values with $ 56.3 million allocated to goodwill, none of which is tax deductible, $ 17.6 million to identified finite-lived intangible assets and $ 4.3 million of net liabilities assumed.
−Removed: The identified finite-lived intangible assets, which primarily consist of developed technology and customer relationships, were valued using an income-based approach and have a total weighted-average amortization period of 3.3 years.
−Removed: The recognition of goodwill was made based on the strategic benefits we expect to realize from the acquisition.
−Removed: During the measurement period, which will not exceed one year from each closing, we will continue to obtain information to assist us in finalizing the acquisition-date fair values.
−Removed: Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.
+Added: The aggregate purchase price was allocated based upon our assessment of acquisition-date fair values with $ 56.3 million allocated to goodwill, none of which is tax deductible, $ 17.6 million to identified finite-lived intangible assets and $ 4.3 million of net liabilities assumed.
+Added: The identified finite-lived intangible assets, which primarily consist of developed technology and customer relationships, were valued using an income-based approach and had a total weighted-average
+Added: amortization period of 3.3 years.
+Added: The recognition of goodwill was made based on the strategic benefits we expected to realize from the acquisition.
2021 Acquisitions
3 unchanged sentences
At closing, we also paid an additional $ 29.4 million in cash that was recorded as compensation expense during the three months ended March 31, 2021.
−Removed: The acquisition agreements also call for $ 45.0 million in additional compensatory cash payments subject to certain performance and employment conditions over the three-year period following the closing date.
−Removed: We paid $ 14.3 million of these compensatory payments in 2022.
−Removed: During 2021, we completed two other acquisitions for aggregate purchase consideration of $ 65.7 million in cash paid at closing and additional contingent earn-out payments of up to $ 18.5 million subject to the achievement of certain operational and financial milestones over the two year periods following the respective closing dates.
−Removed: We paid $ 9.3 million of these milestones in 2022.
+Added: The acquisition agreements also call for up to $ 45.0 million in additional compensatory cash payments subject to certain performance and employment conditions over the three-year period following the closing date.
+Added: We paid $ 6.9 million and $ 14.3 million of these compensatory payments in 2023 and 2022, respectively.
+Added: During 2021, we completed two other acquisitions for aggregate purchase consideration of $ 65.7 million in cash paid at closing and additional contingent earn-out payments of up to $ 18.5 million subject to the achievement of certain operational and financial milestones over the two year periods following the respective closing dates which have been settled as of December 31, 2023.
The aggregate purchase price of these three acquisitions was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of each acquisition date, with the excess recorded to goodwill.
The recognition of goodwill, none of which is deductible for income tax purposes, was made based on strategic benefits we expect to realize from the acquisitions.
−Removed: During the measurement periods, which will not exceed one year from each closing, we will continue to obtain information, primarily related to income taxes, to assist us in finalizing the acquisition date fair values.
−Removed: Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.
−Removed: The following table summarizes the estimated acquisition date fair values of the aggregate assets acquired and liabilities assumed:
+Added: The following table summarizes the acquisition date fair values of the aggregate assets acquired and liabilities assumed:
Total purchase consideration $ 381.3
6 unchanged sentences
Goodwill $ 310.3
−Removed: The identified finite-lived intangible assets, which were valued using either an income or cost-based approach, primarily consist of developed technology and customer relationships, and have a total weighted-average amortization period of 4.1 years.
−Removed: 2020 Acquisitions
−Removed: In August 2020, we completed the acquisition of the registry operations of Neustar Inc.
−Removed: for total purchase consideration consisting of $ 217.2 million in cash, of which $ 1.3 million was paid in 2021, and the settlement of $ 19.4 million in pre-existing contractual relationships related to prepaid domain name registry fees.
−Removed: This acquisition was completed to expand our domains offerings and capabilities on an established registry technology platform.
−Removed: During 2020, we completed three other acquisitions for aggregate purchase consideration of $ 219.2 million in cash, of which $ 10.2 million is payable in future periods upon expiration of the respective contractual holdback periods.
−Removed: We paid $ 3.0 million and $ 7.2 million of these holdbacks in 2022 and 2021, respectively.
−Removed: The aggregate purchase price of these four acquisitions was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of each acquisition date, with the excess recorded to goodwill.
−Removed: The recognition of goodwill, of which approximately $ 92.0 million is deductible for income tax purposes, was made based on strategic benefits we expect to realize from the acquisitions.
−Removed: The following table summarizes the final estimated acquisition date fair values of the aggregate assets acquired and liabilities assumed:
−Removed: Total purchase consideration $ 455.8
−Removed: Fair value of assets acquired and liabilities assumed:
−Removed: Cash and cash equivalents 4.5
−Removed: Domain portfolio indefinite-lived intangible assets 88.5
−Removed: Contractual-based indefinite-lived intangible assets 67.0
−Removed: Finite-lived intangible assets 96.2
−Removed: Deferred revenue ( 17.1 )
−Removed: Other assets and liabilities, net ( 20.6 )
−Removed: Total assets acquired, net of liabilities assumed 218.5
−Removed: Goodwill $ 237.3
−Removed: The identified intangible assets, which were valued using income-based approaches, primarily consist of an indefinite-lived domain portfolio, contractual-based assets, developed technology and customer relationships.
−Removed: The acquired finite-lived intangible assets have a total weighted-average amortization period of 5.5 years.
+Added: The identified finite-lived intangible assets, which were valued using either an income or cost-based approach, primarily consist of developed technology and customer relationships, and had a total weighted-average amortization period of 4.1 years.
Pro forma financial information is not presented because the acquisitions occurring in each of the years ended December 31, 2022 and 2021 were not material to our financial statements, either individually or in the aggregate.
2 unchanged sentences
Goodwill and Intangible Assets
−Removed: As described in Note 18, beginning in the first quarter of 2022, we revised the presentation of segment information to reflect changes in the way we manage and evaluate our business.
−Removed: As such, we now have two operating segments, which are also our reporting units.
−Removed: We evaluated the goodwill of each reporting unit for impairment immediately before and after this change;
−Removed: no impairment was identified.
The following table summarizes changes in our goodwill balance by segment:
3 unchanged sentences
Impact of foreign currency translation ( 31.7 ) ( 43.0 ) ( 74.7 )
−Removed: Other ( 0.7 ) ( 0.7 ) ( 1.4 )
+Added: Purchase accounting adjustments related to prior period acquisitions 6.2 8.3 14.5
Balance at December 31, 2022 1,497.0 2,039.9 3,536.9
−Removed: Goodwill related to acquisitions — 56.3 56.3
Impact of foreign currency translation 16.6 23.0 39.6
−Removed: Purchase accounting adjustments related to prior period acquisitions 6.2 8.3 14.5
+Added: goodwill related to disposition of businesses — ( 3.3 ) ( 3.3 )
+Added: Other adjustments — ( 3.9 ) ( 3.9 )
Balance at December 31, 2023 $ 1,513.6 $ 2,055.7 $ 3,569.3
26 unchanged sentences
$ 1,786.4 $ ( 534.2 ) $ 1,252.2
+Added: During 2023, we completed two purchases of indefinite-lived domain portfolio intangible assets and related finite-lived customer-related intangible assets for a total of $ 35.4 million in cash and a variable earn-out of up to $ 4.0 million.
During 2021, we purchased intangible assets for a total of $ 200.1 million in cash.
−Removed: One of these purchases also includes a variable earn-out payment of up to $ 12.0 million based on the achievement of specified future performance conditions.
−Removed: The variable earn-out will be recognized only if the future performance conditions are achieved.
+Added: One of these purchases also included a variable earn-out payment of up to $ 12.0 million based on the achievement of specified future performance conditions.
+Added: $ 1.5 million payment was made in 2023 which settled the variable earn-out obligation.
These purchases primarily consisted of a number of top-level domains (TLDs), of which $ 186.8 million were recorded as indefinite-lived contractual-based intangible assets.
11 unchanged sentences
Shares of Class B common stock are transferable only together with an equal number of LLC Units if we, at the election of an owner, exchange LLC Units for shares of Class A common stock.
+Added: No LLC Units were outstanding as of December 31, 2023 and therefore the outstanding Class B common stock is not transferable into additional Class A common stock as a result of the DNC Restructure as described in Note 1.
Share Repurchases
In August 2021, we entered into an accelerated share repurchase agreement (ASR) to repurchase shares of our Class A common stock in exchange for an up-front payment of $ 250.0 million.
−Removed: The total number of shares ultimately delivered under the ASR, and therefore the average repurchase price paid per share, was determined based on the volume weighted-average
−Removed: price of our stock during the purchase period.
+Added: The total number of shares ultimately delivered under the ASR, and therefore the average repurchase price paid per share, was determined based on the volume weighted-average price of our stock during the purchase period.
The shares received were retired at the time of delivery and the up-front payment was accounted for as a charge to accumulated deficit.
4 unchanged sentences
In January 2022, our board of directors approved the repurchase of up to an additional $ 2,251.0 million of our Class A common stock.
−Removed: Such approval was in addition to the amount remaining available for repurchases under prior board approvals, such that we have authority to repurchase up to $ 3,000.0 million of our Class A common stock.
+Added: Such approval was in addition to the amount remaining available for repurchases under prior board approvals, such that we had authority to repurchase up to $ 3,000.0 million of our Class A common stock.
Shares may be repurchased in open market purchases, block transactions and privately negotiated transactions, in accordance with applicable federal securities laws.
1 unchanged sentence
In February 2022, we entered into ASRs to repurchase shares of our Class A common stock in exchange for an up-front aggregate payment of $ 750.0 million.
−Removed: The ASRs were completed in May 2022 and we repurchased a total of 9,202 shares of our Class A common stock at an average price of $ 81.50 per share under these arrangements.
+Added: The ASRs were completed in May 2022 and we repurchased a total of 9,202 shares
+Added: of our Class A common stock at an average price of $ 81.50 per share under these arrangements.
Expenses incurred in connection with the ASRs were recorded as a charge to accumulated deficit.
+Added: In August 2023, our board of directors approved the repurchase of up to an additional $ 1,000.0 million of our Class A common stock.
+Added: Such approval was in addition to the amount available for repurchases under prior approvals of our board of directors, such that our total approved authority under the program is $ 4,000.0 million of shares of our Class A common stock through 2025.
In addition to the ASRs discussed above, we also made the following open market repurchases of our Class A common stock:
17 unchanged sentences
On March 31, 2015, we adopted the 2015 Equity Incentive Plan (the 2015 Plan).
−Removed: On January 1, 2022, an additional 6,689 shares of our Class A common stock were reserved for issuance under the automatic increase provisions of the 2015 Plan, and as of December 31, 2022, 34,242 shares were available for issuance as future awards under the plan.
+Added: As of December 31, 2023, 31,496 shares were available for issuance as future awards under the plan.
On March 31, 2015, we adopted the 2015 Employee Stock Purchase Plan (the ESPP).
−Removed: On January 1, 2022, an additional 1,000 shares of our Class A common stock were reserved for issuance under the automatic increase provisions of the ESPP, and as of December 31, 2022, 5,097 shares were available for issuance under the plan.
+Added: As of December 31, 2023, 4,605 shares were available for issuance under the plan.
Equity Plan Activity
5 unchanged sentences
Outstanding at December 31, 2020 3,428 42.79
−Removed: Granted 154 22.33 68.05
Exercised ( 1,168 ) 36.72 51.0
11 unchanged sentences
Outstanding at December 31, 2020 (1)
−Removed: Financial-based PSUs 414
+Added: TSR-based PSUs 426
Vested ( 2,645 )
6 unchanged sentences
TSR-based PSUs 265
+Added: TSR-based PSU achievement above target 91
Vested ( 4,215 )
2 unchanged sentences
_________________________________
−Removed: (1) Includes financial-based PSUs for which performance targets have not yet been established, and which are not yet considered granted for accounting purposes.
(1) The balance of outstanding awards is comprised of the following:
13 unchanged sentences
Financial-based PSUs granted for accounting purposes 25 77.23
−Removed: Financial-based PSUs not yet granted for accounting purposes 25 n/a
Outstanding at December 31, 2023 6,257
As of December 31, 2023, total unrecognized compensation expense related to non-vested equity grants was $ 361.9 million with an expected remaining weighted-average recognition period of approximately 1.9 years.
−Removed: Such amounts exclude PSUs not yet considered granted for accounting purposes.
Deferred Revenue
7 unchanged sentences
The increase in the deferred revenue balance is primarily driven by payments received in advance of satisfying our performance obligations, offset by $ 2,074.4 million of revenue recognized during 2023 that was included in the deferred revenue balance as of December 31, 2022.
−Removed: The deferred revenue balance as of December 31, 2022 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are satisfied, and is expected to be recognized as revenue as follows:
+Added: Deferred revenue as of December 31, 2023 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:
2024 2025 2026 2027 2028 Thereafter Total
6 unchanged sentences
Tax-related accruals 56.2 42.8
+Added: Derivative liabilities 46.4 4.9
Accrued legal and professional 34.2 34.3
2 unchanged sentences
Accrued marketing and advertising 12.3 13.6
−Removed: Derivative liabilities 4.9 89.5
+Added: Accrued restructuring costs 7.4 —
Other 92.4 85.3
20 unchanged sentences
Credit Facility
−Removed: Our secured credit agreement (the Credit Facility) includes two tranches of term loan (the 2027 Term Loans and the 2029 Term Loans, the latter of which refinanced and replaced our previously issued term loans maturing in 2024, as described below) and a revolving credit facility (the Revolver).
+Added: Our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2027 Term Loans and the 2029 Term Loans, the latter of which refinanced, replaced and extended the maturity of our previously issued term loans maturing in 2024, as described below) and a revolving credit facility (the Revolver).
A portion of the term loans is hedged by interest rate swap agreements, as discussed in Note 11.
−Removed: The 2027 Term Loans were originally issued in 2020 in an aggregate principal amount of $ 750.0 million at a 0.5 % discount on the face of the note at original issue.
+Added: The 2027 Term Loans were originally issued in 2020 in an aggregate principal amount of $ 750.0 million with a 0.5 % original issue discount.
The net proceeds of these loans were used to partially fund the payments associated with the settlement of our obligations under certain tax receivable agreements in 2020.
−Removed: In March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5 % with no changes made to the maturity date or any other terms.
−Removed: Following this refinancing, the 2027 Term Loans bear interest at a rate equal to, at our option, either (a) LIBOR plus 2.0 % per annum or (b) 1.0 % per annum plus the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0 %.
+Added: In March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5 % with no changes made to the maturity date or any other material terms.
+Added: In May 2023, we entered into an amendment to the Credit Facility to replace, beginning in July 2023, the benchmark interest rate based on the London Interbank Offered Rate (LIBOR) applicable to the 2027 Term Loans with a benchmark interest rate based on the forward-looking secured overnight financing rate (SOFR) plus a credit spread adjustment.
+Added: The 2027 Term Loans bear interest at a rate equal to, at our option, either (a) SOFR together with a credit spread adjustment 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 November 2022, we amended our Credit Facility to provide for a new $ 1,770.0 million tranche of term loans maturing in 2029 (the 2029 Term Loans), the proceeds of which were used to refinance all of the outstanding previously issued term loans maturing in 2024.
−Removed: The 2029 Term Loans were issued at a 2.0 % discount on the face of the note at original issue and bear interest at a rate equal to at our option, either (a) Secured Overnight Financing Rate (SOFR) for an interest period of one month plus an initial margin of 3.25 % per annum or (b) an initial margin of 2.25 % per annum plus the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0 %.
−Removed: In evaluating the above refinancings, we compared the net present value cash flows of the previous instruments and the refinanced instruments to determine whether the terms of the new debt and original instruments were "substantially different" on a creditor-by-creditor basis.
−Removed: In each case, certain of the creditors in the loan syndication did not reinvest in the refinanced debt, and we accounted for their proportionate share of the unamortized original issue discount and deferred financing costs as an aggregate loss on debt extinguishment.
−Removed: As the cash flows for the continuing creditors varied by less than 10% between the old and new instruments, we concluded that the refinancing represented a debt modification.
−Removed: Neither fees incurred nor loss on debt extinguishment recognized in connection with the refinancing of the 2027 Term Loans was material.
−Removed: With respect to the refinancing of the 2029 Term Loans, aggregate fees paid to lenders of $ 9.3 million were recorded as additional discount, and we recognized a loss on debt extinguishment of $ 3.3 million.
+Added: The 2029 Term Loans were originally issued with a 2.0 % original issue discount and bore interest at a range of margins determined based on the first lien secured leverage ratio.
+Added: In July 2023, we refinanced the 2029 Term Loans to lower the interest rate margin with no changes to the maturity date or any other material terms.
+Added: The refinanced loans were issued at par and subsequent to the July 2023 refinancing, the 2029 Term Loans bear interest at a rate equal to, at our option, either (a) SOFR for the applicable interest period plus a margin of 2.5 % per annum or (b) a margin of 1.5 % 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 %.
+Added: With respect to the November 2022 refinancing, aggregate fees paid to lenders of $ 9.3 million were recorded as additional discount, and we recognized a loss on debt extinguishment of $ 3.3 million.
+Added: With respect to the July 2023 refinancing, aggregate fees paid to lenders of $ 1.2 million were recorded as additional discount, and we recognized a loss on debt extinguishment of $ 1.5 million.
In November 2022, we also increased the borrowing capacity under our Revolver from $ 600.0 million to $ 1,000.0 million under a new revolving credit facility maturing in November 2027.
−Removed: In connection with this transaction, we capitalized aggregate fees of $ 4.1 million as debt issuance costs as well as recognized a loss on debt extinguishment of $ 0.3 million.
−Removed: The Revolver bears interest at a rate equal to, at our option, either (a) SOFR plus a margin ranging from 1.25 % to 1.75 % per annum or (b) the higher 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 % plus a margin ranging from 0.25 % to 0.75 % per annum, with the margins determined based on our first lien secured leverage ratio.
+Added: In connection with this transaction, we capitalized
+Added: aggregate fees of $ 4.1 million as debt issuance costs as well as recognized a loss on debt extinguishment of $ 0.3 million.
+Added: The Revolver bears interest at a rate equal to, at our option, either (a) SOFR for the applicable interest period plus a margin ranging from 1.25 % to 1.75 % per annum or (b) 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 % plus a margin ranging from 0.25 % to 0.75 % per annum, with the margins determined based on our first lien secured leverage ratio.
The Revolver also contains a financial covenant requiring us to maintain a leverage ratio of 5.75 :1.00 when our usage exceeds 40.0 % of the maximum capacity.
This ratio is calculated as the ratio of first lien secured debt less cash and cash equivalents to consolidated EBITDA (as defined in the Credit Facility).
−Removed: All LIBOR- and SOFR-based interest rates under the Credit Facility are subject to a 0.0 % floor.
+Added: All SOFR-based interest rates under the Credit Facility are subject to a 0.0 % floor.
Principal payments comprising 0.25 % of the initial principal balances of the term loans are due quarterly.
3 unchanged sentences
• we are restricted by certain covenants, including, among other things, limitations on our ability to incur additional indebtedness, sell assets, incur additional liens, make certain fundamental changes, pay distributions and make certain investments;
−Removed: • with respect to the Revolver, we are required to maintain certain financial ratios when its usage exceeds 40.0 % of the maximum capacity;
• subject to certain exceptions and exclusions, all obligations are unconditionally guaranteed by all of our wholly-owned, material domestic subsidiaries and are secured by substantially all of our and such subsidiaries real and personal property.
−Removed: At December 31, 2022, we had $ 1,000.0 million available for borrowing under the Revolver and were not in violation of any covenants of the Credit Facility.
+Added: At December 31, 2023, 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.
+Added: We were not in violation of any covenants of the Credit Facility as of December 31, 2023.
In June 2019, we issued the 2027 Senior Notes in an aggregate principal amount of $ 600.0 million in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
5 unchanged sentences
The 2029 Senior Notes were issued at par and bear interest at 3.5 % per annum, payable annually on March 1 and September 1.
−Removed: The aggregate principal is payable at maturity, subject to earlier to earlier repurchase or optional redemption as described below.
+Added: The aggregate principal is payable at maturity, subject to earlier repurchase or optional redemption as described below.
In conjunction with the issuance of the 2029 Senior Notes, we capitalized $ 9.0 million in debt issuance costs.
The 2029 Senior Notes are redeemable at our option, in whole or in part, any time prior to March 1, 2024 at a redemption price equal to 100.0 % of the principal amount, plus accrued and unpaid interest, plus an applicable premium equal to the greater of 1.0 % or the remaining scheduled payments of interest discounted to a present value amount.
−Removed: In the event of an
−Removed: equity offering prior to March 1, 2024, the 2029 Senior Notes may be partially redeemed with the net cash proceeds of such offering at our option at an amount equal to 103.5 % of the principal amount, plus accrued and unpaid interest.
−Removed: On and after March 1, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75 % of the principal amount, decreasing to 100.875 % at March 1, 2025 and 100.0 % at March 1, 2026, plus accrued and unpaid interest.
+Added: In the event of an equity offering prior to March 1, 2024, the 2029 Senior Notes may be partially redeemed with the net cash proceeds of such offering at our option at an amount equal to 103.5 % of the principal amount, plus accrued and unpaid interest.
+Added: On and after March 1, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75 % of the principal
+Added: amount, decreasing to 100.875 % at March 1, 2025 and 100.0 % at March 1, 2026, plus accrued and unpaid interest.
Upon the occurrence of a change of control, we are required to offer to repurchase the Senior Notes from the holders at a price equal to 101.0 % of the principal amount, plus accrued and unpaid interest.
5 unchanged sentences
At December 31, 2023, we were not in violation of any covenants of the 2027 Senior Notes or the 2029 Senior Notes.
−Removed: The estimated fair values of our long-term debt instruments are based on observable market prices for these loans, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of December 31, 2022:
+Added: 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 December 31, 2023:
2027 Term Loans $ 726.0
3 unchanged sentences
Future Debt Maturities
−Removed: Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of December 31, 2022 are as follows:
+Added: Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of December 31, 2023 were as follows:
Year Ending December 31:
16 unchanged sentences
Foreign exchange forward contracts (1)
+Added: $ 592.1 $ 364.7 $ 1.4 $ 9.4 $ 14.7 $ 2.0
Cross-currency swaps (2)
6 unchanged sentences
_________________________________
+Added: (1) The notional amount includes $ 1.0 million of foreign exchange forward contracts not designated as cash flow hedges, the aggregate fair value of which was $ 1.2 million at December 31, 2023.
(2) The notional values of the cross-currency swap have been translated from Euros to U.S.
33 unchanged sentences
(1) The amounts reflected in other income (expense), net include $ 16.8 million, $( 41.3 ) million and $( 101.8 ) million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap during 2023, 2022 and 2021, respectively.
−Removed: As of December 31, 2022, we estimate that $ 87.3 million of net deferred gains related to our cash flow hedges will be recognized in earnings over the next 12 months.
−Removed: No amounts were excluded from our effectiveness testing during any of the periods presented.
+Added: As of December 31, 2023, we estimate that $ 99.0 million of net deferred gains related to our designated hedges will be recognized in earnings over the next 12 months.
+Added: No amounts have been excluded from our hedge effectiveness testing.
Risk Management Strategies
Foreign Exchange Forward Contracts
−Removed: From time-to-time, we may enter into foreign exchange forward contracts with financial institutions to hedge certain forecasted sales transactions denominated in foreign currency.
+Added: 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 December 31, 2023, all such contracts had maturities of 24 months or less.
−Removed: Cross-Currency Swap Contract
+Added: 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.
8 unchanged sentences
dollar notional value at maturity.
−Removed: Interest Rate Swap Contracts
−Removed: 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 2029 Term Loans to a fixed rate of 5.44 %.
+Added: Interest Rate Swaps
+Added: 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.
2 unchanged sentences
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 %.
−Removed: In November 2022, in conjunction with the Credit Facility refinancing discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps.
−Removed: This modification impacted no critical terms other than the reference rate change from LIBOR to SOFR and thus had no impact on our hedging relationship or financial results.
+Added: In November 2022, in conjunction with the concurrent Credit Facility refinancing discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps.
+Added: 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.
+Added: In May 2023, in conjunction with the concurrent Credit Facility amendment discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps.
+Added: 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.
−Removed: Our operating leases primarily consist of office and data center space expiring at various dates through November 2036.
+Added: 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.
7 unchanged sentences
Sublease income ( 14.2 ) ( 8.3 ) ( 4.3 )
−Removed: $ 48.2 $ 54.3 $ 59.4
+Added: Total net lease cost $ 37.3 $ 48.2 $ 54.3
We recognized impairment charges related to certain operating lease assets during 2022 and 2021 as discussed in Note 14.
4 unchanged sentences
imputed interest ( 21.8 )
+Added: Total operating lease liabilities $ 119.3
Commitments and Contingencies
5 unchanged sentences
Thereafter 2.5
−Removed: From time-to-time, we are a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, putative and certified class actions, commercial and consumer protection claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims.
−Removed: We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable.
+Added: From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigation, 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.
+Added: We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.
On June 13, 2019, we entered into an agreement in principle to settle the class action complaint, Jason Bennett v.
18 unchanged sentences
Court (the Court) to refine the class definition, resulting in a reduction in the total number of class members from the original estimated class.
−Removed: On May 14, 2020, the Court granted approval of the plaintiffs' unopposed motion for preliminary certification of the settlement class,
−Removed: subject to the parties' execution of an amended settlement agreement to remove John Herrick as a class representative.
+Added: 2020, the Court granted approval of the plaintiffs' unopposed motion for preliminary certification of the settlement class, subject to the parties' execution of an amended settlement agreement to remove John Herrick as a class representative.
The parties executed such amendment on May 26, 2020, and on June 9, 2020, the Court granted preliminary approval of the final settlement agreement.
9 unchanged sentences
On July 27, 2022, the 11th Circuit vacated the settlement approval order and remanded the case for further action due to standing issues among the class members.
−Removed: On August 18, 2022, the plaintiffs filed a petition for a rehearing before the 11th Circuit, which remains pending as of the date of this filing.
+Added: On August 18, 2022, the plaintiffs filed a petition for a rehearing before the 11th Circuit.
On December 7, 2022, the 11th Circuit was notified of the death of one of the plaintiffs, Jason Bennett.
−Removed: The parties are currently briefing the effect, if any, of his death on the appeal.
−Removed: Given the pending nature of this petition, the possibility for one or more parties to seek relief from the Supreme Court and the ongoing briefing regarding the effect of the plaintiff's death, the finality and/or impact of the July 27, 2022 decision is uncertain.
−Removed: As a result, we have not adjusted our estimated loss provision for this settlement as of December 31, 2022.
+Added: On March 13, 2023, the 11th Circuit granted the plaintiffs' petition for a rehearing before the 11th Circuit;
+Added: the rehearing occurred on June 13, 2023.
+Added: On July 24, 2023, the en banc 11th Circuit reversed the 11th Circuit's July 27, 2022 decision and remanded the appeal to the 11th Circuit for further action.
+Added: Given the pending nature of the appeal, we have not adjusted our estimated loss provision for this settlement as of December 31, 2023.
We have denied and continue to deny the allegations in the complaints.
2 unchanged sentences
Our legal fees associated with this matter have been recorded to general and administrative expense as incurred and were not material.
+Added: In March 2020, we discovered that a threat actor group had compromised the hosting login credentials of certain of our customers to their hosting accounts and the login credentials of a small number of our personnel.
+Added: We have expended resources investigating and responding to this activity, notified the impacted customers, reported the activity to applicable regulatory authorities, and are responding to requests for information regarding our data privacy and security practices, including from the Federal Trade Commission (FTC) pursuant to Civil Investigative Demands issued in July 2020 and October 2021.
+Added: The timing of resolution and the outcome of these matters are uncertain and could result in us being subject to substantial monetary or other costs to our business.
The amounts currently accrued for other matters are not material.
While the results of such normal course claims and legal proceedings, regardless of the underlying nature of the claims, cannot be predicted with certainty, management believes, based on current knowledge and the likely timing of resolution of various matters, any additional reasonably possible potential losses above the amounts accrued for such matters would not be material.
−Removed: Regardless of the outcome, claims and legal proceedings may have an adverse effect on us because of defense costs, diversion of management resources and other factors.
+Added: However, the outcomes of claims, legal proceedings or investigations are inherently unpredictable and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time.
We may also receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.
The final outcome of any current or future claims or lawsuits could adversely affect our business, financial condition or results of operations.
+Added: We periodically evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued or the reasonably possible losses that we have disclosed, and make adjustments as appropriate.
Indemnifications
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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.
−Removed: Restructuring and Other
−Removed: In June 2020, we announced a restructuring plan related to our outbound sales and operations and recorded $ 43.6 million of pre-tax restructuring charges during 2020.
−Removed: The aggregate charges included:
−Removed: (i) $ 14.6 million in severance and related benefits to be paid to, or on behalf of, the impacted employees, as well as professional fees incurred in connection with the restructuring;
−Removed: (ii) a $ 27.9 million impairment of operating lease assets associated with the closure of our leased offices in Austin, Texas;
−Removed: and (iii) $ 1.1 million of accelerated depreciation and operating lease assets amortization related to the office closures.
−Removed: Cash payments of $ 14.4 million related to the restructuring were made during 2020.
−Removed: During 2021, we recorded other charges and credits, which included (i) the $ 15.4 million gain on sale of the land and buildings of our former corporate headquarters and (ii) a $ 15.1 million charge due to the impairment of certain operating lease assets and related leasehold improvements associated with the decision to close one of our leased offices.
+Added: Restructuring and Other Charges and Disposition of Businesses and Related Assets
+Added: In February 2023, we announced a restructuring plan to reduce future operating expenses and improve cash flows through a combination of a reduction in force and a commitment to sell certain assets.
+Added: As part of this plan, we announced a reduction in our workforce of approximately 550 employees, representing approximately 8 % of our total employee base at the time.
+Added: In conjunction with this restructuring, we recorded $ 35.1 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation.
+Added: Of the $ 35.1 million of pre-tax restructuring cha rges, $ 10.1 million and $ 18.5 million were recognized within our A&C and Core segment, respectively, and $ 6.5 million was recognized as corporate overhead.
+Added: In addition, we recognized a pre-tax loss of $ 16.5 million upon the completion of the planned disposition of certain assets and liabilities of our hosting business within our Core segment, which occurred on June 30, 2023.
+Added: During the three months ended September 30, 2023, we implemented additional restructuring activities to further reduce operating expenses and improve cash flows through a reduction in force, which impacted approximately 250 employees.
+Added: In conjunction with these restructuring efforts, we recognized $ 13.4 million of pre-tax restructuring charges in our statement of operations related to severance and employee benefits during 2023.
+Added: Of the $ 13.4 million of pre-tax restructuring charges, $ 2.1 million and $ 10.0 million were recognized within our A&C and Core segment, respectively, and $ 1.3 million was recognized as corporate overhead.
+Added: Cash payments of $ 38.7 million related to the restructuring activities described above were made during 2023.
+Added: We expect to make substantially all remaining restructuring payments by the end of the second quarter of 2024.
+Added: 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 as of December 31, 2023:
+Added: Accrued Restructuring Costs
+Added: Accrued restructuring costs as of December 31, 2022 $ —
+Added: Restructuring costs incurred (1)
+Added: Amount paid ( 38.7 )
+Added: Accrued restructuring costs as of December 31, 2023 $ 7.4
+Added: ________________________________
+Added: (1) Excludes $ 2.3 million in equity-based compensation expense associated with our restructuring plan, which was recorded within additional paid-in capital.
+Added: During 2023, we also recorded a charge of $ 17.0 million in our statement of operations related to the termination of a revenue sharing agreement.
+Added: This termination fee was paid in full during the year.
Restructuring and other during 2022 of $ 15.7 million primarily includes the impairment and loss on disposition of certain assets.
+Added: During 2021, we recorded other charges and credits, which included (i) the $ 15.4 million gain on sale of the land and buildings of our former corporate headquarters and (ii) a $ 15.1 million charge due to the impairment of certain operating lease assets and related leasehold improvements associated with the decision to close one of our leased offices.
Defined Contribution Plan
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federal and state income tax purposes and internationally, primarily within the United Kingdom (UK), Germany and India.
−Removed: We anticipate this structure to remain in existence for the foreseeable future.
+Added: As discussed in Note 1, in December 2023, we completed the DNC Restructure to simplify our entity structure and as a result on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity for U.S.
+Added: income tax purposes.
+Added: As a result of the DNC Restructure, we expect to adjust certain temporary differences on existing assets and liabilities which will result in a one-time non-cash income tax benefit in the first quarter of 2024.
Benefit (Provision) for Income Taxes
6 unchanged sentences
Foreign ( 73.4 ) ( 62.1 ) ( 56.7 )
−Removed: Income (loss) before income taxes $ 356.5 $ 253.6 $ ( 495.4 )
+Added: Income before income taxes $ 403.8 $ 356.5 $ 253.6
Our benefit (provision) for income taxes was as follows:
14 unchanged sentences
2023 2022 2021
−Removed: Expected benefit (provision) at U.S.
+Added: Expected provision at U.S.
federal statutory tax rate $ ( 84.8 ) $ ( 74.9 ) $ ( 53.3 )
1 unchanged sentence
Research and development credits 33.1 29.2 21.9
−Removed: TRA liability adjustment — — ( 5.3 )
Foreign earnings 0.2 3.7 ( 0.9 )
−Removed: Effect of changes in tax rates — ( 3.6 ) —
+Added: Effect of changes in tax rates and apportionment ( 97.1 ) — ( 3.6 )
Uncertain tax positions ( 17.1 ) ( 10.6 ) ( 10.7 )
1 unchanged sentence
Effect of restructurings of domestic subsidiary — ( 7.0 ) —
+Added: Non-deductible expenses ( 5.1 )
Other ( 0.9 ) ( 1.9 ) 3.8
1 unchanged sentence
Benefit (provision) for income taxes $ 971.8 $ ( 3.6 ) $ ( 10.8 )
+Added: We generated an income tax benefit in 2023 as compared to a provision for income taxes in 2022 primarily due to a $ 1,014.0 million release of valuation allowance at GoDaddy Inc.
+Added: partially offset related to the impact related to a state apportionment election.
Deferred Taxes
11 unchanged sentences
Total DTLs ( 46.4 ) ( 69.4 )
−Removed: Net DTLs $ ( 50.7 ) $ ( 70.0 )
−Removed: On August 16, 2022, the U.S.
−Removed: government enacted the Inflation Reduction Act (IRA Act), which is effective January 1, 2023 and contains provisions implementing a 15% minimum corporate income tax and a 1% excise tax on stock repurchases.
−Removed: While we are continuing to evaluate the impact of the IRA Act, at this time, we do not believe it will have a material impact on our consolidated financial statements.
−Removed: Provisions enacted in the Tax Cuts and Jobs Act related to the capitalization for tax purposes of research and experimental expenditures became effective on January 1, 2022.
−Removed: These provisions require us to capitalize research and experimental expenditures and amortize them on the U.S.
−Removed: tax return over five or fifteen years, depending on where research is conducted.
−Removed: The enacted provision did not have a material impact on our consolidated financial statements.
−Removed: In determining the need for a valuation allowance, we prepare quarterly estimates using historical and forecasted future operating results, based upon approved business plans, including a review of the eligible carryforward periods and tax planning strategies.
−Removed: Based primarily on the negative evidence outweighing the positive evidence as of December 31, 2022, we believe there is uncertainty as to when we will be able to utilize certain of our domestic net operating losses (NOLs), credit carryforwards and other deferred tax assets (DTAs).
−Removed: This negative evidence includes our historical tax losses, the difficulty in forecasting excess tax benefits related to equity-based compensation, as well as the difficulty in forecasting profits due to the current uncertain macroeconomic conditions, such as inflation and the possibility of a recession or an economic slowdown in the U.S.
−Removed: Therefore, we have recorded a valuation allowance against the DTAs for which we have concluded it is more-likely-than-not they will not be realized.
−Removed: If the current uncertain macroeconomic conditions dissipate making it easier to forecast in the long-term, our operating results continue to improve and our projections show sufficient utilization of tax attributes, we will consider that as significant positive evidence and our future reassessment may result in the determination that all or a portion of the valuation allowance is no longer required.
−Removed: If this were to occur, any reversal of the valuation allowance would result in a corresponding non-cash income tax benefit, thereby increasing total DTAs.
+Added: Net DTAs $ 982.6 $ ( 50.7 )
+Added: During December 2023, we released the majority of our domestic valuation allowance on the portion of our DTAs that we believe are more likely than not to be realized resulting in a $ 1,014.0 million non-cash income tax benefit.
+Added: This release was related to our U.S.
+Added: federal and state domestic net operating losses (NOLs), credit carryforwards and other DTAs.
+Added: In determining the need for a valuation allowance, we consider both the 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.
+Added: In December 2023, management applied judgement and determined the positive evidence outweighed the negative evidence and released the majority of our valuation allowance due to the following factors:
+Added: we have been in a three year cumulative consolidated book income position for two years, our operating results and profitability continue to improve, our projections showed sufficient utilization of tax attributes within their requisite carryforward periods and we have not had a history of expiration of tax attributes.
+Added: We continue to maintain a valuation allowance against the DTAs for which we concluded it is more-likely-than-not they will not be realized due to certain limitations on character or carryforward period.
As of December 31, 2023, we had U.S.
12 unchanged sentences
Gross increases - tax positions in current period 23.2 11.8
−Removed: Current year acquisitions — 6.4
+Added: Gross decreases - tax positions in prior period ( 4.0 ) —
Balance at end of period $ 165.7 $ 139.7
3 unchanged sentences
We do not expect a significant decrease in our liability for unrecognized tax benefits in the next 12 months.
−Removed: We have filed all income tax returns for years through 2021, other than for the UK, Germany and the Netherlands.
+Added: We have filed all income tax returns for years through 2022, other than for Germany and the Netherlands.
These returns are subject to examination by the taxing authorities in the respective jurisdictions, generally for three or four years after they were filed.
2 unchanged sentences
A tax position successfully challenged by a taxing authority could result in an adjustment to our benefit for income taxes in the period in which a final determination is made.
−Removed: Income (Loss) Per Share
−Removed: Basic income (loss) per share is computed by dividing net income (loss) attributable to GoDaddy Inc.
+Added: Income Per Share
+Added: 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.
−Removed: Diluted income (loss) per share is computed giving effect to all potentially dilutive shares unless their effect is antidilutive.
−Removed: A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows:
+Added: Diluted income per share is computed giving effect to all potentially dilutive shares unless their effect is antidilutive.
+Added: A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows:
Year Ended December 31,
2023 2022 2021
−Removed: Net income $ 352.9 $ 242.8 $ ( 494.1 )
+Added: $ 1,375.6 $ 352.9 $ 242.8
net income attributable to non-controlling interests
−Removed: Net income (loss) attributable to GoDaddy Inc.
+Added: Net income attributable to GoDaddy Inc.
$ 1,374.8 $ 352.2 $ 242.3
5 unchanged sentences
Weighted-average shares of Class A Common stock outstanding—diluted 151,452 161,457 171,105
−Removed: Net income (loss) attributable to GoDaddy Inc.
+Added: Net income attributable to GoDaddy Inc.
per share of Class A common stock—basic $ 9.27 $ 2.22 $ 1.44
−Removed: Net income (loss) attributable to GoDaddy Inc.
+Added: Net income attributable to GoDaddy Inc.
per share of Class A common stock—diluted (1)
1 unchanged sentence
_________________________________
−Removed: (1) The diluted income (loss) per share calculations exclude net income attributable to non-controlling interests, unless the effect is antidilutive.
−Removed: The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income (loss) per share because the effect of including such shares would have been antidilutive:
+Added: (1) The diluted income per share calculations exclude net income attributable to non-controlling interests, unless the effect is antidilutive.
+Added: 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:
Year Ended December 31,
2023 2022 2021
−Removed: Class B common stock — — 1,145
Stock options 19 234 544
1 unchanged sentence
799 726 1,425
−Removed: Shares of Class B common stock do not share in our earnings and are not participating securities.
−Removed: Accordingly, separate presentation of income per share of Class B common stock under the two-class method has not been presented.
−Removed: Each share of Class B common stock (together with a corresponding LLC Unit) is exchangeable for one share of Class A common stock.
+Added: Shares of Class B common stock are not participating securities and, therefore, do not have rights to share in our earnings.
+Added: Accordingly, separate presentation of income per share of Class B common stock under the two-class method is not required.
Segment Information
−Removed: Beginning in the first quarter of 2022, we revised the presentation of segment information to reflect changes in the way we manage and evaluate our business.
−Removed: Effective January 1, 2022, we report our operating results through two reportable segments:
+Added: We report our operating results through two reportable segments:
A&C and Core.
−Removed: Previously we had a single operating and reportable segment.
Our chief operating decision maker (CODM), which, as of December 31, 2023, 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).
5 unchanged sentences
The A&C and Core segments provide a view into the product-focused organization of our business and generate revenue as follows:
−Removed: • A&C primarily consists of sales of products containing proprietary software, commerce products and third-party email and productivity solutions as well as sales of certain products when they are included in bundled offerings of our proprietary software products.
+Added: • 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.
14 unchanged sentences
Equity-based compensation expense (1)
+Added: ( 294.0 ) ( 264.4 ) ( 207.9 )
Interest expense, net of interest income ( 155.4 ) ( 135.0 ) ( 124.9 )
−Removed: Tax receivable agreements liability adjustment — — ( 674.7 )
Acquisition-related expenses (2)
+Added: ( 12.1 ) ( 35.1 ) ( 78.2 )
Restructuring and other (3)
2 unchanged sentences
Benefit (provision) for income taxes 971.8 ( 3.6 ) ( 10.8 )
−Removed: Net income (loss) $ 352.9 $ 242.8 $ ( 494.1 )
+Added: Net income $ 1,375.6 $ 352.9 $ 242.8
_________________________________
−Removed: (1) Includes lease-related expenses associated with closed facilities, charges related to certain legal matters, and expenses incurred in relation to the refinancing of our long-term debt.
−Removed: Accumulated Other Comprehensive Loss
+Added: (1) The year ended December 31, 2023 excludes $ 2.3 million of equity-based compensation expense associated with our restructuring plan, which is included within restructuring and other.
+Added: (2) The year ended December 31, 2023 includes an adjustment of $ 6.0 million to a previously-recognized acquisition milestone liability.
+Added: (3) In addition to the restructuring and other charges 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.
+Added: Accumulated Other Comprehensive Income (Loss)
The following table presents AOCI activity in equity:
19 unchanged sentences
(2) Beginning balance is presented on a gross basis, excluding the allocation of AOCI attributable to non-controlling interests.
−Removed: See Note 11 for the effect on net income of amounts reclassified from AOCI related to our cash flow hedging instruments.
+Added: The sale of certain assets and liabilities of our hosting business, as discussed in Note 14, resulted in the reclassification from AOCI of $ 4.3 million in cumulative foreign currency translation adjustments.
+Added: This amount was included within the loss on disposal reported in restructuring and other in our statements of operations for the year ended December 31, 2023.
+Added: See Note 11 for the effect on net income of amounts reclassified from AOCI related to our hedging relationships.
Subsequent Events
−Removed: On February 8, 2023, the audit and finance committee of our board of directors authorized a restructuring plan to reduce future operating expenses and improve cash flows through a combination of a reduction in force and a rationalization of our portfolio.
−Removed: As part of this plan, we announced a reduction in our current workforce of approximately 550 employees, representing approximately 8 % of our total employees.
−Removed: We estimate we will incur approximately $ 55.0 million to $ 65.0 million of pre-tax restructuring and exit related charges, of which $ 30.0 million to $ 40.0 million represents future cash expenditures for the payment of severance and related benefit costs and approximately $ 25.0 million represents non-cash pre-tax charges in connection with the disposition of certain assets.
−Removed: We expect that the majority of these charges will be incurred in the first quarter of 2023 and that the restructuring will be substantially complete in the first half of 2023.
+Added: 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.
+Added: Pursuant to this amendment, these loans were issued at par and bear interest at a rate equal to, at our option, either (a) 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 %.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.