akam-20211102
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: November 2, 2021
(Date of earliest event reported)

AKAMAI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware000-2727504-3432319
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

145 Broadway
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 444-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueAKAMNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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



Item 2.02 Results of Operations and Financial Condition

On November 2, 2021, Akamai Technologies, Inc. announced its financial results for the fiscal quarter ended September 30, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided under this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.Description
99.1
104Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document)





SIGNATURES

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

Dated:November 2, 2021AKAMAI TECHNOLOGIES, INC.
/s/ Edward McGowan
Edward McGowan
Chief Financial Officer



Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Gina SoriceTom Barth
Media RelationsInvestor Relations
Akamai TechnologiesAkamai Technologies
646-320-4107617-274-7130
gsorice@akamai.comtbarth@akamai.com


AKAMAI REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS

Third quarter revenue of $860 million, up 9% year-over-year and up 8% when adjusted for foreign exchange*

Security Technology Group revenue of $335 million, up 26% year-over-year and up 25% when adjusted for foreign exchange*

Edge Technology Group revenue of $526 million, flat year-over-year and down 1% when adjusted for foreign exchange*

GAAP EPS of $1.08, up 14% year-over-year, and non-GAAP EPS* of $1.45, up 11% year-over-year

Board of Directors authorizes a new, three-year, $1.8 billion share repurchase program


CAMBRIDGE, Mass. November 2, 2021 – Akamai Technologies, Inc. (NASDAQ: AKAM), the world's most trusted solution to power and protect digital experiences, today reported financial results for the third quarter ended September 30, 2021.

“Akamai delivered another excellent quarter, highlighted by the continued very strong growth of our security business, which now accounts for nearly 40% of our overall revenue,” said Dr. Tom Leighton, Akamai's Chief Executive Officer. “We’re particularly excited about our recent acquisition of Guardicore, a market leader in helping enterprises stop the spread of ransomware.”

Akamai delivered the following financial results for the third quarter ended September 30, 2021:

Revenue: Revenue was $860 million, a 9% increase over third quarter 2020 revenue of $793 million and an 8% increase when adjusted for foreign exchange.*

Revenue by Product Group:

Security Technology Group revenue was $335 million, up 26% year-over-year and up 25% when adjusted for foreign exchange*
Edge Technology Group revenue was $526 million, flat year-over-year and down 1% when adjusted for foreign exchange*

Revenue by Geography:

U.S. revenue was $449 million, up 3% year-over-year
International revenue was $412 million, up 16% year-over-year and up 15% when adjusted for foreign exchange*

Income from operations: GAAP income from operations was $205 million, a 13% increase from third quarter 2020. GAAP operating margin for the third quarter was 24%, up 1 percentage point from the same period last year.

Non-GAAP income from operations* was $277 million, a 10% increase from third quarter 2020. Non-GAAP operating margin* for the third quarter was 32%, flat compared to the same period last year.

Net income: GAAP net income was $179 million, a 13% increase from third quarter 2020. Non-GAAP net income* was $239 million, an 11% increase from third quarter 2020.
1



EPS: GAAP EPS was $1.08 per diluted share, a 14% increase from third quarter 2020 and a 12% increase when adjusted for foreign exchange.* Non-GAAP EPS* was $1.45 per diluted share, an 11% increase from third quarter 2020 and a 10% increase when adjusted for foreign exchange.*

Adjusted EBITDA*: Adjusted EBITDA* was $396 million, a 13% increase from third quarter 2020. Adjusted EBITDA margin* for the third quarter was 46%, up 2 percentage points from the same period last year.

Supplemental cash information: Cash from operations for the third quarter of 2021 was $390 million, or 45% of revenue. Cash, cash equivalents and marketable securities was $2.8 billion as of September 30, 2021.

Share repurchases: Akamai spent $97 million in the third quarter of 2021 to repurchase 0.8 million shares of its common stock at an average price of $114.40 per share. The Company had 162 million shares of common stock outstanding as of September 30, 2021.

Share repurchase program: The Company also announces today that its Board of Directors has authorized a new, $1.8 billion share repurchase program, effective from January 1, 2022 through December 31, 2024. The new authorization is in addition to the Company's remaining stock purchase authorization of $321 million (as of September 30, 2021), which expires at the end of 2021. The Company's goals for the share repurchase program are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to shareholders as business and market conditions warrant, while still preserving its ability to pursue other strategic opportunities.

The timing and amount of any shares repurchased will be determined by the Company's management based upon the evaluation of market conditions and other factors. Repurchases will be executed in the open market subject to Rule 10b-18, and may also be made under a Rule 10b5-1 plan, which would permit the Company to repurchase shares when the Company might otherwise be precluded from doing so under insider trading laws. Other structured repurchase programs may be considered from time to time. The Company may choose to suspend, expand or discontinue the repurchase program at any time.


*    See Use of Non-GAAP Financial Measures below for definitions


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Quarterly Conference Call
Akamai will host a conference call today at 4:30 p.m. ET that can be accessed through 1-844-578-9671 (or 1-508-637-5655 for international calls) and using passcode 1956828. A live webcast of the call may be accessed at www.akamai.com in the Investor section. In addition, a replay of the call will be available for two weeks following the conference by calling 1-855-859-2056 (or 1-404-537-3406 for international calls) and using passcode 1956828. The archived webcast of this event may be accessed through the Akamai website.

About Akamai
Akamai powers and protects life online. The most innovative companies worldwide choose Akamai to secure and deliver their digital experiences - helping billions of people live, work, and play every day. With the world's largest and most trusted edge platform, Akamai keeps apps, code, and experiences closer to users - and threats farther away. Learn more about Akamai's security, content delivery, and edge compute products and services at www.akamai.com, blogs.akamai.com, or follow Akamai Technologies on Twitter and LinkedIn.
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AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)September 30,
2021
December 31,
2020
ASSETS
Current assets:
Cash and cash equivalents$1,264,590 $352,917 
Marketable securities652,695 745,156 
Accounts receivable, net660,092 660,052 
Prepaid expenses and other current assets184,503 171,406 
Total current assets2,761,880 1,929,531 
Marketable securities835,074 1,398,802 
Property and equipment, net1,543,301 1,478,272 
Operating lease right-of-use assets821,033 793,945 
Acquired intangible assets, net203,596 234,724 
Goodwill1,680,496 1,674,371 
Deferred income tax assets136,305 106,918 
Other assets133,790 147,567 
Total assets$8,115,475 $7,764,130 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$98,305 $118,546 
Accrued expenses376,036 380,468 
Deferred revenue83,371 76,600 
Operating lease liabilities164,559 154,801 
Other current liabilities
9,169 27,755 
Total current liabilities731,440 758,170 
Deferred revenue 5,355 5,262 
Deferred income tax liabilities35,333 37,458 
Convertible senior notes1,958,558 1,906,707 
Operating lease liabilities722,294 715,404 
Other liabilities80,050 89,833 
Total liabilities3,533,030 3,512,834 
Total stockholders' equity4,582,445 4,251,296 
Total liabilities and stockholders' equity
$8,115,475 $7,764,130 


4


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months EndedNine Months Ended
(in thousands, except per share data)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Revenue$860,333 $852,824 $792,845 $2,555,865 $2,351,862 
Costs and operating expenses:
Cost of revenue(1) (2)
316,866 320,000 283,439 943,553 828,825 
Research and development(1)
82,899 77,255 66,773 242,199 202,087 
Sales and marketing(1)
108,514 111,894 122,749 336,762 370,004 
General and administrative(1) (2)
134,265 134,295 128,365 405,275 385,435 
Amortization of acquired intangible assets11,959 12,060 10,340 35,446 31,155 
Restructuring charge (benefit)565 (2,114)21 5,567 10,439 
Total costs and operating expenses655,068 653,390 611,687 1,968,802 1,827,945 
Income from operations205,265 199,434 181,158 587,063 523,917 
Interest income2,872 4,736 6,307 12,186 22,852 
Interest expense(18,144)(18,037)(17,324)(54,015)(51,778)
Other income (expense), net3,635 (811)(2,158)2,007 (7,869)
Income before provision for income taxes193,628 185,322 167,983 547,241 487,122 
Provision for income taxes(13,648)(18,009)(8,801)(43,555)(41,764)
Loss from equity method investment(1,064)(10,816)(559)(12,578)(1,674)
Net income$178,916 $156,497 $158,623 $491,108 $443,684 
Net income per share:
Basic$1.10 $0.96 $0.97 $3.01 $2.73 
Diluted$1.08 $0.94 $0.95 $2.96 $2.69 
Shares used in per share calculations:
Basic162,767 163,074 162,757 162,967 162,387 
Diluted166,318 166,263 166,519 166,090 164,990 

(1)    Includes stock-based compensation (see supplemental table for figures)
(2)     Includes depreciation and amortization (see supplemental table for figures)

5


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Cash flows from operating activities:
Net income$178,916 $156,497 $158,623 $491,108 $443,684 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization139,747 137,715 118,893 408,933 350,681 
Stock-based compensation49,018 50,481 50,217 153,804 146,901 
(Benefit) provision for deferred income taxes(37,560)5,461 (33,942)(30,335)(22,548)
Amortization of debt discount and issuance costs16,567 16,460 15,747 49,284 47,057 
Other non-cash reconciling items, net(1,639)12,428 1,480 12,015 16,284 
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(10,821)11,176 20,107 (15,225)(85,439)
Prepaid expenses and other current assets(4,250)24,539 (11,401)(15,099)(21,380)
Accounts payable and accrued expenses66,796 (10,073)97,220 (16,263)49,818 
Deferred revenue(9,831)(7,345)(6,539)8,263 14,803 
Other current liabilities(1,728)(15,514)(523)(17,958)(1,638)
Other non-current assets and liabilities4,522 (3,692)(7,909)(10,864)(14,316)
Net cash provided by operating activities389,737 378,133 401,973 1,017,663 923,907 
Cash flows from investing activities:
Cash received for business acquisitions, net of cash acquired— — — (15,638)106 
Cash paid for asset acquisition— — — — (36,376)
Purchases of property and equipment and capitalization of internal-use software development costs(116,247)(154,569)(228,759)(435,535)(564,427)
Purchases of short- and long-term marketable securities(229,496)(291,957)(311,010)(611,732)(1,153,526)
Proceeds from sales and maturities of short- and long-term marketable securities740,179 287,297 317,163 1,261,625 1,331,163 
Other, net(1,453)(391)(2,059)(1,665)(1,980)
Net cash provided by (used in) investing activities392,983 (159,620)(224,665)197,055 (425,040)


6


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Cash flows from financing activities:
Proceeds from the issuance of common stock under stock plans15,820 9,712 16,007 46,942 45,812 
Employee taxes paid related to net share settlement of stock-based awards(11,935)(12,314)(13,369)(88,195)(77,299)
Repurchases of common stock(96,841)(96,175)(13,198)(251,257)(121,078)
Other, net(201)(67)— (268)— 
Net cash used in financing activities(93,157)(98,844)(10,560)(292,778)(152,565)
Effects of exchange rate changes on cash, cash equivalents and restricted cash(5,080)3,003 4,363 (9,228)3,535 
Net increase in cash, cash equivalents and restricted cash684,483 122,672 171,111 912,712 349,837 
Cash, cash equivalents and restricted cash at beginning of period581,695 459,023 572,872 353,466 394,146 
Cash, cash equivalents and restricted cash at end of period$1,266,178 $581,695 $743,983 $1,266,178 $743,983 
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AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE BY PRODUCT GROUP (1)

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Security Technology Group$334,649 $325,128 $265,869 $969,996 $765,485 
Edge Technology Group525,684 527,696 526,976 1,585,869 1,586,377 
Total revenue$860,333 $852,824 $792,845 $2,555,865 $2,351,862 
Revenue growth rates year-over-year:
Security Technology Group26 %25 %23 %27 %25 %
Edge Technology Group— (1)— 
Total revenue%%12 %%11 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates(2):
Security Technology Group25 %22 %23 %25 %26 %
Edge Technology Group(1)(4)(1)
Total revenue%%11 %%11 %


AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE BY GEOGRAPHY

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
U.S.$448,792 $449,553 $437,381 $1,361,525 $1,309,979 
International411,541 403,271 355,464 1,194,340 1,041,883 
Total revenue$860,333 $852,824 $792,845 $2,555,865 $2,351,862 
Revenue growth rates year-over-year:
U.S.%%%%%
International16 15 20 15 19 
Total revenue%%12 %%11 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates(2):
U.S.%%%%%
International15 18 11 21 
Total revenue%%11 %%11 %

(1) Effective March 1, 2021, Akamai reorganized into two groups: the Security Technology Group and the Edge Technology Group, which both utilize the Akamai Intelligent Edge Platform and its global sales organization. These groups are aligned with their product offerings. Revenue from the Security Technology Group was previously reported as revenue from Cloud Security Solutions, and revenue from the Edge Technology Group was previously reported as revenue from content delivery network (CDN) services and all other solutions.
(2) See Use of Non-GAAP Financial Measures below for a definition
8


AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE FROM INTERNET PLATFORM CUSTOMERS (1)

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Revenue from Internet Platform Customers$60,482 $63,634 $50,618 $183,307 $146,072 
Revenue excluding Internet Platform Customers799,851 789,190 742,227 2,372,558 2,205,790 
Total revenue$860,333 $852,824 $792,845 $2,555,865 $2,351,862 
Revenue growth rates year-over-year:
Revenue from Internet Platform Customers19 %25 %15 %25 %%
Revenue excluding Internet Platform Customers11 11 
Total revenue%%12 %%11 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates(2):
Revenue from Internet Platform Customers19 %25 %15 %25 %%
Revenue excluding Internet Platform Customers11 12 
Total revenue%%11 %%11 %


AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE BY DIVISION (3)

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020 (4)
September 30,
2021
September 30,
2020 (4)
Web Division$432,874 $431,521 $414,689 $1,291,441 $1,218,510 
Media and Carrier Division427,459 421,303 378,156 1,264,424 1,133,352 
Total revenue$860,333 $852,824 $792,845 $2,555,865 $2,351,862 
Revenue growth rates year-over-year:
Web Division%%%%%
Media and Carrier Division13 16 12 14 
Total revenue%%12 %%11 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates(2):
Web Division%%%%%
Media and Carrier Division13 16 10 15 
Total revenue%%11 %%11 %

(1) Revenue from large Internet platform companies: Amazon, Apple, Facebook, Google, Microsoft and Netflix
(2) See Use of Non-GAAP Financial Measures below for a definition
(3) Prior to March 1, 2021, Akamai managed its business by division, which was a customer-focused reporting view that reflected revenue from customers that were managed by the division. Although Akamai no longer manages its business by division, the prior divisional view of revenue is provided for informational purposes.
(4) As of January 1, 2021, Akamai reassigned some of its customers between the Media and Carrier Division and the Web Division and revised historical results in order to reflect the most recent categorization and to provide a comparable view for all periods presented. As the purchasing patterns and required account expertise of customers change over time, Akamai may reassign a customer's division from one to another.
9


AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL OPERATING EXPENSE DATA

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
General and administrative expenses:
Payroll and related costs$52,799 $54,974 $50,159 $164,223 $148,233 
Stock-based compensation14,978 16,123 14,302 47,463 43,636 
Depreciation and amortization20,549 20,489 20,554 61,947 61,673 
Facilities-related costs26,056 24,845 25,099 75,248 73,669 
Provision (benefit) for doubtful accounts275 971 (1,627)986 3,465 
Acquisition-related costs1,316 140 1,051 1,520 1,189 
Legal settlements— — — — 275 
Professional fees and other expenses18,292 16,753 18,827 53,888 53,295 
Total general and administrative expenses$134,265 $134,295 $128,365 $405,275 $385,435 
General and administrative expenses–functional(1):
Global functions$49,738 $53,314 $47,559 $158,851 $142,243 
As a percentage of revenue%%%%%
Infrastructure82,928 79,878 81,365 243,915 238,262 
As a percentage of revenue10 %%10 %10 %10 %
Other1,599 1,103 (559)2,509 4,930 
Total general and administrative expenses$134,265 $134,295 $128,365 $405,275 $385,435 
As a percentage of revenue16 %16 %16 %16 %16 %
Stock-based compensation:
Cost of revenue$6,738 $6,874 $6,384 $20,708 $18,374 
Research and development16,329 15,937 12,722 50,635 36,336 
Sales and marketing10,973 11,547 16,809 34,998 48,555 
General and administrative14,978 16,123 14,302 47,463 43,636 
Total stock-based compensation$49,018 $50,481 $50,217 $153,804 $146,901 

(1) Global functions expense includes payroll, stock-based compensation and other employee-related costs for administrative functions, including finance, purchasing, order entry, human resources, legal, information technology and executive personnel, as well as third-party professional service fees. Infrastructure expense includes payroll, stock-based compensation and other employee-related costs for our network infrastructure functions, as well as facility rent expense, depreciation and amortization of facility and IT-related assets, software and software-related costs, business insurance and taxes. Our network infrastructure function is responsible for network planning, sourcing, architecture evaluation and platform security. Other expense includes acquisition-related costs, provision for doubtful accounts and legal settlements.



10


AKAMAI TECHNOLOGIES, INC.
OTHER SUPPLEMENTAL DATA

Three Months EndedNine Months Ended
(in thousands, except end of period statistics)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Depreciation and amortization:
Network-related depreciation$58,139 $55,601 $42,991 $165,636 $118,194 
Capitalized internal-use software development amortization40,943 40,426 37,572 120,592 116,505 
Other depreciation and amortization19,973 19,833 20,081 60,171 60,293 
Depreciation of property and equipment119,055 115,860 100,644 346,399 294,992 
Capitalized stock-based compensation amortization(1)
7,882 8,916 7,078 24,491 21,894 
Capitalized interest expense amortization(1)
851 879 831 2,597 2,640 
Amortization of acquired intangible assets11,959 12,060 10,340 35,446 31,155 
Total depreciation and amortization$139,747 $137,715 $118,893 $408,933 $350,681 
Capital expenditures, excluding stock-based compensation and interest expense(2)(3):
Purchases of property and equipment$75,687 $81,655 $144,155 $252,340 $371,264 
Capitalized internal-use software development costs53,061 56,574 55,885 164,700 160,486 
Total capital expenditures, excluding stock-based compensation and interest expense$128,748 $138,229 $200,040 $417,040 $531,750 
End of period statistics:
Number of employees
8,411 8,275 8,155 

(1) Amortization of capitalized stock-based compensation and interest expense in this table excludes amortization of capitalized stock-based compensation and interest expense capitalized as part of the implementation of cloud-computing arrangements and contract fulfillment costs. However, the amounts are included in our total amortization of capitalized stock-based compensation and interest expense that is excluded from our non-GAAP measures (see reconciliations of GAAP to non-GAAP measures).
(2) Capital expenditures presented in this table are reported on an accrual basis, which differs from the cash-basis presentation in the statements of cash flows. The primary difference between the two is the change in purchases of property and equipment and capitalization of internal-use software development costs accrued for, but not paid, at period end.
(3) See Use of Non-GAAP Financial Measures below for a definition
11


AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS AND NET INCOME

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Income from operations$205,265 $199,434 $181,158 $587,063 $523,917 
GAAP operating margin24 %23 %23 %23 %22 %
Amortization of acquired intangible assets11,959 12,060 10,340 35,446 31,155 
Stock-based compensation49,018 50,481 50,217 153,804 146,901 
Amortization of capitalized stock-based compensation and capitalized interest expense8,815 9,840 7,913 27,253 24,540 
Restructuring charge (benefit)565 (2,114)21 5,567 10,439 
Acquisition-related costs 1,316 140 1,051 1,520 1,189 
Legal settlements— — — — 275 
Operating adjustments71,673 70,407 69,542 223,590 214,499 
Non-GAAP income from operations$276,938 $269,841 $250,700 $810,653 $738,416 
Non-GAAP operating margin32 %32 %32 %32 %31 %
Net income$178,916 $156,497 $158,623 $491,108 $443,684 
Operating adjustments (from above)71,673 70,407 69,542 223,590 214,499 
Amortization of debt discount and issuance costs16,567 16,460 15,747 49,284 47,057 
Gain on investments(3,680)— — (3,680)— 
Loss from equity method investment1,064 10,816 559 12,578 1,674 
Income tax-effect of above non-GAAP adjustments and certain discrete tax items(25,600)(21,428)(28,689)(73,374)(68,481)
Non-GAAP net income$238,940 $232,752 $215,782 $699,506 $638,433 

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AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME PER DILUTED SHARE

Three Months EndedNine Months Ended
(in thousands, except per share data)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
GAAP net income per diluted share$1.08 $0.94 $0.95 $2.96 $2.69 
Adjustments to net income:
Amortization of acquired intangible assets0.07 0.07 0.06 0.21 0.19 
Stock-based compensation0.29 0.30 0.30 0.93 0.89 
Amortization of capitalized stock-based compensation and capitalized interest expense0.05 0.06 0.05 0.16 0.15 
Restructuring charge (benefit)— (0.01)— 0.03 0.06 
Acquisition-related costs0.01 — 0.01 0.01 0.01 
Legal settlements— — — — — 
Amortization of debt discount and issuance costs0.10 0.10 0.09 0.30 0.29 
Gain on investments(0.02)— — (0.02)— 
Loss from equity method investment0.01 0.07 — 0.08 0.01 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(0.15)(0.13)(0.17)(0.44)(0.42)
Adjustment for shares(1)
0.02 0.02 0.02 0.04 0.02 
Non-GAAP net income per diluted share$1.45 $1.42 $1.31 $4.25 $3.89 
Shares used in GAAP per diluted share calculations166,318 166,263 166,519 166,090 164,990 
Impact of benefit from note hedge transactions(1)
(2,028)(1,782)(1,732)(1,589)(795)
Shares used in non-GAAP per diluted share calculations(1)
164,290 164,481 164,787 164,501 164,195 

(1) Shares used in non-GAAP per diluted share calculations have been adjusted for the periods presented for the benefit of Akamai's note hedge transactions. During the periods presented Akamai's average stock price was in excess of $95.10, which is the initial conversion price of Akamai's convertible senior notes due in 2025. See Use of Non-GAAP Financial Measures below for further definition.

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AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

Three Months EndedNine Months Ended
(in thousands)September 30,
2021
June 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
Net income$178,916 $156,497 $158,623 $491,108 $443,684 
Interest income(2,872)(4,736)(6,307)(12,186)(22,852)
Provision for income taxes13,648 18,009 8,801 43,555 41,764 
Depreciation and amortization119,055 115,860 100,644 346,399 294,992 
Amortization of capitalized stock-based compensation and capitalized interest expense8,815 9,840 7,913 27,253 24,540 
Amortization of acquired intangible assets11,959 12,060 10,340 35,446 31,155 
Stock-based compensation49,018 50,481 50,217 153,804 146,901 
Restructuring charge (benefit)565 (2,114)21 5,567 10,439 
Acquisition-related costs1,316 140 1,051 1,520 1,189 
Legal settlements— — — — 275 
Interest expense18,144 18,037 17,324 54,015 51,778 
Gain on investments(3,680)— — (3,680)— 
Loss from equity method investment1,064 10,816 559 12,578 1,674 
Other expense, net45 811 2,158 1,673 7,869 
Adjusted EBITDA$395,993 $385,701 $351,344 $1,157,052 $1,033,408 
Adjusted EBITDA margin46 %45 %44 %45 %44 %

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Use of Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), Akamai provides additional financial metrics that are not prepared in accordance with GAAP (non-GAAP). Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation and to evaluate Akamai's financial performance. These non-GAAP financial measures are non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures and impact of foreign currency exchange rates, as discussed below.

Management believes that these non-GAAP financial measures reflect Akamai's ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparison of financial results across accounting periods and to those of our peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate Akamai's operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of Akamai's ongoing operating results.

The non-GAAP financial measures do not replace the presentation of Akamai's GAAP financial results and should only be used as a supplement to, not as a substitute for, Akamai's financial results presented in accordance with GAAP. Akamai has provided a reconciliation of each non-GAAP financial measure used in its financial reporting and investor presentations to the most directly comparable GAAP financial measure. This reconciliation captioned “Reconciliation of GAAP to Non-GAAP Financial Measures” can be found on the Investor Relations section of Akamai's website.

The non-GAAP adjustments, and Akamai's basis for excluding them from non-GAAP financial measures, are outlined below:

Amortization of acquired intangible assets – Akamai has incurred amortization of intangible assets, included in its GAAP financial statements, related to various acquisitions Akamai has made. The amount of an acquisition's purchase price allocated to intangible assets and term of its related amortization can vary significantly and is unique to each acquisition; therefore, Akamai excludes amortization of acquired intangible assets from its non-GAAP financial measures to provide investors with a consistent basis for comparing pre- and post-acquisition operating results.

Stock-based compensation and amortization of capitalized stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to Akamai's employees, the grant date fair value varies based on the stock price at the time of grant, varying valuation methodologies, subjective assumptions and the variety of award types. This makes the comparison of Akamai's current financial results to previous and future periods difficult to interpret; therefore, Akamai believes it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation from its non-GAAP financial measures in order to highlight the performance of Akamai's core business and to be consistent with the way many investors evaluate its performance and compare its operating results to peer companies.

Acquisition-related costs – Acquisition-related costs include transaction fees, advisory fees, due diligence costs and other direct costs associated with strategic activities. In addition, subsequent adjustments to Akamai's initial estimated amounts of contingent consideration and indemnification associated with specific acquisitions are included within acquisition-related costs. These amounts are impacted by the timing and size of the acquisitions. Akamai excludes acquisition-related costs from its non-GAAP financial measures to provide a useful comparison of Akamai's operating results to prior periods and to its peer companies because such amounts vary significantly based on the magnitude of the acquisition transactions and do not reflect Akamai's core operations.

Restructuring charges – Akamai has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and charges associated with exiting facility lease commitments. Akamai excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.

Amortization of debt discount and issuance costs and amortization of capitalized interest expense – In August 2019, Akamai issued $1,150 million of convertible senior notes due 2027 with a coupon interest rate of 0.375%. In May 2018, Akamai issued $1,150 million of convertible senior notes due 2025 with a coupon interest rate of 0.125%. The imputed
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interest rates of these convertible senior notes were 3.10% and 4.26%, respectively. This is a result of the debt discounts recorded for the conversion features that are required to be separately accounted for as equity under GAAP, thereby reducing the carrying values of the convertible debt instruments. The debt discounts are amortized as interest expense together with the issuance costs of the debt. The interest expense excluded from Akamai's non-GAAP results is comprised of these non-cash components and is excluded from management's assessment of the company's operating performance because management believes the non-cash expense is not representative of ongoing operating performance.

Gains and losses on investments – Akamai has recorded gains and losses from the disposition, changes to fair value and impairment of certain investments. Akamai believes excluding these amounts from its non-GAAP financial measures is useful to investors as the types of events giving rise to these gains and losses are not representative of Akamai's core business operations and ongoing operating performance.

Legal settlements – Akamai has incurred losses related to the settlement of legal matters. Akamai believes excluding these amounts from its non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of Akamai's core business operations.

Endowment of Akamai Foundation – Akamai has incurred expenses to endow the Akamai Foundation, a private corporate foundation dedicated to encouraging the next generation of technology innovators by supporting math and science education. Akamai's first endowment was in 2018 to enable a permanent endowment for the Akamai Foundation to allow it to expand its reach. In the fourth quarter of 2020 Akamai supplemented the endowment to enable specific initiatives to increase diversity in the technology industry. Akamai believes excluding these amounts from non-GAAP financial measures is useful to investors as these infrequent and nearly one-time expenses are not representative of its core business operations.

Income and losses from equity method investment – Akamai records income or losses on its share of earnings and losses from its equity method investment. Akamai excludes such income and losses because it does not direct control over the operations of the investment and the related income and losses are not representative of its core business operations.

Income tax effect of non-GAAP adjustments and certain discrete tax items – The non-GAAP adjustments described above are reported on a pre-tax basis. The income tax effect of non-GAAP adjustments is the difference between GAAP and non-GAAP income tax expense. Non-GAAP income tax expense is computed on non-GAAP pre-tax income (GAAP pre-tax income adjusted for non-GAAP adjustments) and excludes certain discrete tax items (such as recording or releasing of valuation allowances), if any. Akamai believes that applying the non-GAAP adjustments and their related income tax effect allows Akamai to highlight income attributable to its core operations.

Akamai's definitions of its non-GAAP financial measures are outlined below:

Non-GAAP income from operations GAAP income from operations adjusted for the following items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; amortization of capitalized interest expense; acquisition-related costs; restructuring charges; gains and losses on legal settlements; costs incurred related to endowments to the Akamai Foundation; and other non-recurring or unusual items that may arise from time to time.

Non-GAAP operating margin – Non-GAAP income from operations stated as a percentage of revenue.

Non-GAAP net income GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; gains and losses on legal settlements; costs incurred related to endowments to the Akamai Foundation; amortization of debt discount and issuance costs; amortization of capitalized interest expense; certain gains and losses on investments; income and losses from equity method investment; and other non-recurring or unusual items that may arise from time to time.

Non-GAAP net income per diluted share – Non-GAAP net income divided by weighted average diluted common shares outstanding. Diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transactions entered into in connection with the issuances of $1,150 million of convertible senior notes due 2027 and 2025, respectively. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully-diluted share calculation until they are delivered. However, the company would receive a benefit from the note hedge transactions and would not allow the dilution to occur, so management believes that adjusting for this benefit provides a meaningful view of operating performance. With respect to the convertible senior notes due in each of 2027 and 2025, unless Akamai's weighted average stock price is greater than $116.18 and $95.10, respectively, the
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initial conversion price, there will be no difference between GAAP and non-GAAP diluted weighted average common shares
outstanding.

Adjusted EBITDA – GAAP net income excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; gains and losses on legal settlements; costs incurred related to endowments to the Akamai Foundation; foreign exchange gains and losses; interest expense; amortization of capitalized interest expense; certain gains and losses on investments; income and losses on equity method investment; and other non-recurring or unusual items that may arise from time to time.

Adjusted EBITDA margin – Adjusted EBITDA stated as a percentage of revenue.

Capital expenditures, or capex, excluding stock-based compensation and interest expense – Purchases of property and equipment and capitalization of internal-use software development costs presented on an accrual basis, which differs from the cash-basis presentation included in the statements of cash flows. The primary difference between the two is the change in purchases of property and equipment and capitalization of internal-use software development costs accrued for, but not paid, at period end versus prior periods.

Impact of foreign currency exchange rate – Revenue and earnings from international operations have historically been an
important contributor to Akamai's financial results. Consequently, Akamai's financial results have been impacted, and management expects they will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, when the local currencies of our foreign subsidiaries weaken, our consolidated results stated in U.S. dollars are negatively impacted.

Because exchange rates are a meaningful factor in understanding period-to-period comparisons, management believes the presentation of the impact of foreign currency exchange rates on revenue and earnings enhances the understanding of our financial results and evaluation of performance in comparison to prior periods. The dollar impact of changes in foreign currency exchange rates presented is calculated by translating current period results using monthly average foreign currency exchange rates from the comparative period and comparing them to the reported amount. The percentage change at constant currency presented is calculated by comparing the prior period amounts as reported and the current period amounts translated using the same monthly average foreign currency exchange rates from the comparative period.


Akamai Statement Under the Private Securities Litigation Reform Act
This release and/or our quarterly earnings conference call scheduled for later today contain information about future expectations, plans and prospects of Akamai's management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements about expected future financial performance. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, inability to continue to generate cash at the same level as prior years; failure to realize the expected benefits from our announced reorganization; failure of our investments in innovation to generate solutions that are accepted in the market; inability to increase our revenue at the same rate as in the past and keep our expenses from increasing at a greater rate than our revenues; impact of the COVID-19 pandemic; defects or disruptions in our products or IT systems; failure of the integration of any of our acquisitions; delay in developing or failure to develop new service offerings or functionalities, and if developed, lack of market acceptance of such service offerings and functionalities or failure of such solutions to operate as expected, and other factors that are discussed in the Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.

In addition, the statements in this press release and on such call represent Akamai's expectations and beliefs as of the date of this press release. Akamai anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while Akamai may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Akamai's expectations or beliefs as of any date subsequent to the date of this press release.
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