Akamai Technologies (AKAM) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A91 rewritten55 added24 removed244 unchanged
All filing items994 rewritten530 added354 removed1,657 unchanged
Summary
counted, not written
- Item 1A lists 32 risk factor headings: 1 new, 2 reworded and 29 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 530 added, 354 removed, 994 rewritten and 1,657 unchanged across 21 items that differ.
New Item 1A headings (1)
- We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.AI
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- If we cannot maintain compatibility with our customers’ IT infrastructure, including their chosen third-party
[removed: applications,][added: services,] our business will be harmed. - If current and potential large customers shift to
[removed: hardware-based or other]DIY internal solutions for content and application delivery or security protection, our business will be negatively impacted.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
91 rewritten, 55 added, 24 removed, 244 unchanged
Revenue we generate from our delivery solutions is impacted by pricing pressure due to competition and fluctuations in content traffic as a result of, among other factors, changes in the popularity of our customers' content including video delivery and [removed: gaming.][added: gaming, and economic pressures on our customers that can cause them to take steps to optimize their platforms, including through "do-it-yourself", or DIY, initiatives.]
For example, revenue from our delivery solutions increased significantly in 2020 due in large part to greater consumption of online media and games during the onset of the COVID-19 pandemic and the associated stay-at-home [removed: orders across the globe.][added: orders.]
In addition, an increasing proportion of our revenue has [added: recently] been generated by our compute solutions.
Our ability to generate revenue in our compute business is dependent on our ability to successfully continue building our compute [removed: infrastructure,] [added: platform,] attract a customer base that has traditionally partnered with more established companies in the compute [removed: industry] [added: industry,] and develop effective, price competitive and attractive solutions.
See the risk factor titled, [removed: "*Global] [added: "Global] conditions have in the past and may in the future harm our industry, business and results of [removed: operations*"] [added: operations"] below.
The success of our activities is affected by general economic and market conditions, including, among others, inflation, [added: foreign exchange rates,] interest rates, tax rates, economic uncertainty, political instability, warfare, changes in laws, trade barriers, the actual or perceived failure or financial difficulties of financial institutions, reduced consumer confidence and spending and economic and trade sanctions.
For example, these unfavorable economic conditions could increase our operating costs, which could [removed: negatively impact our profitability.]
Geopolitical destabilization and warfare have impacted and could continue to impact global currency exchange rates, resources from our [removed: suppliers,] [added: suppliers] and our ability to operate or grow our business.
[added: For example, approximately six percent of our global employees are located in] Israel and some of our employees have been mobilized as members of the Israeli military reserves.
[removed: The ongoing] [added: Should the Isreal-Hamas] war [added: continue, it] could cause harm to our employees or otherwise impair their ability to work for extended periods of time.
For example, [removed: with the acquisition of Linode,] we are investing significant resources in our compute solutions and platform, working on expanding the capacity of these facilities, adding additional sites and developing increased compute features and functionality.
Success in these efforts is not guaranteed and will largely depend on our ability to create products that are competitive in the enterprise market, source additional co-location [removed: facilities and] [added: facilities,] manage an uncertain supply chain for server related [removed: hardware.][added: hardware and adapt our offerings to new or emerging technologies and changes in customer requirements, including those related to artificial intelligence workloads.]
In addition, we have [removed: also] experienced, and may in the future experience, delays in developing and releasing new products and product enhancements.
Our current and potential competitors vary by size, product offerings and geographic [removed: region,] [added: region] and range from start-ups that offer solutions competing with a discrete part of our business to large technology or telecommunications companies that offer, or may be planning to introduce, products and services that are broadly competitive with what we do.
The primary competitive factors in our market are differentiation of technology, global presence, quality of solutions, [added: reliability,] long-term product roadmap, customer service, technical expertise, security, ease-of-use, breadth of services offered, price and financial strength.
Many of our current and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, broader product portfolios, longer operating histories, greater brand recognition and more established [removed: relationships in the industry than we do.]
As a result, some competitors [added: have in the past and] may [added: in the future] be able to: develop superior products or services; leverage better name recognition, particularly in the security and compute markets; enter new markets more easily or better manage the impact of changes in general economic conditions, geopolitical conditions and industry pressures; gain greater market acceptance for their products and services; enter into long-term contracts with our potential customers; increase their points of presence and proximity to enterprise data centers and end users faster than us; expand their offerings more efficiently and more rapidly; bundle their products that are competitive with ours with other solutions they offer in a way that makes our offerings less appealing to, or more costly for, current and potential customers; more quickly adapt to new or emerging technologies and changes in customer requirements; take advantage of acquisition, [added: investment and other opportunities more readily; offer lower prices than ours, including at levels that may not be profitable for us to match; spend more money on the promotion, marketing and sales of their products and services; offer higher salaries to talented professionals which may impact our ability to hire or retain engineering and other personnel; and implement shorter sales cycles with customers and prospects.]
These shifts have led or could lead to our customers or partners becoming our competitors; [added: customers implementing multi-vendor policies and seeking out one or more of our competitors to provide content and application delivery or security protection services;] network suppliers no longer seeking to work with us; and technology companies that previously did not appear to show interest in the markets we seek to address entering into those markets as our competitors.
We [added: have in the past and] could [added: in the future] face the loss of customers from these incidents as they seek alternative or supplemental providers.
We may not have in place adequate quality assurance procedures to ensure that we detect errors in our hardware, software and open-source components [added: that] we use in a timely manner, and we may have insufficient resources to efficiently address multiple service incidents happening simultaneously or in rapid succession.
Defects in our security solutions [added: or human error] could lead to negative publicity, loss of business, damages payments to customers, diminishing customer appeal and other negative consequences which could harm our business.
We are devoting significant resources to develop and deploy our own competing [removed: cloud computing] [added: compute] offering.
The risks of such bugs and unforeseen failures introduced to our compute [removed: infrastructure] [added: platform] by our customers who control many aspects of their use of our compute services and experimental technologies could affect our [removed: reputation and] [added: reputation,] ability to execute our [removed: strategies.][added: strategies and our financial condition.]
It is also uncertain whether our strategies to develop and deploy our own competing [removed: cloud computing] [added: compute] offering will attract [removed: the] [added: additional] customers or generate [removed: the] [added: enough] revenue required to be successful.
[removed: These] [added: The] costs [added: related to these efforts] may [added: also] reduce the gross and operating margins we have previously achieved.
Failure to adequately and rapidly deploy additional points of presence, increased proximity to enterprise data centers and end users and develop competitive offerings [added: could result in negative publicity, loss of business, diminishing customer appeal and other negative consequences which could harm our business.]
All of these systems have become increasingly complex due to the complexity of our business, use of third-party software and services, acquisitions of new businesses with different [removed: systems,] [added: systems] and [removed: increased] [added: changing] regulation over controls and procedures.
We regularly face attempts to gain unauthorized access or deliver malicious software to [removed: Akamai Connected Cloud] [added: Akamai's platforms, products] and [added: services and] our internal IT systems, with the goal of stealing proprietary information related to our business, products, employees and customers; disrupting our systems and services or those of our customers or others; or demanding ransom to return control of such systems and services.
These attempts take a variety of forms, including Distributed Denial of Service [removed: (DDoS)] [added: ("DDoS")] attacks, infrastructure attacks, botnets, malicious file uploads, application abuse, credential abuse, social engineering, ransomware, bugs, viruses, worms and malicious software programs.
Additionally, the use of artificial intelligence by bad actors has heightened the sophistication and effectiveness of these types of [removed: attacks.][added: attacks, and may be used to create attacks that current processes and technologies are unable to adequately address.]
Furthermore, nation state and hacktivist attacks against us or our customers [added: have in the past and] may [added: in the future] intensify during periods of heightened geopolitical tensions or armed conflict, such as the ongoing war in Ukraine and the Israel-Hamas War.
We have discovered vulnerabilities in software [added: and hardware] used in our technology, such as the [added: AMD "Inception"] vulnerability [removed: in Apache Log4j 2 referred to as “Log4Shell”] identified in [removed: late 2021] [added: mid-2023] that [added: potentially] impacted a large portion of the internet ecosystem, and may have other undiscovered vulnerabilities.
Vulnerabilities, resident in [removed: either software] [added: software, hardware] or configurations, [added: have in the past and] may [added: in the future] require significant operational efforts to mitigate and may persist for extended periods of time and the effects of any such vulnerability could be exacerbated.
For example, our ongoing efforts to continually enhance the security and reliability of [removed: Akamai Connected Cloud,] [added: our globally distributed infrastructure,] customer applications and corporate systems comprise various initiatives and mitigation efforts, [removed: including,] [added: including] but not limited [removed: to,] [added: to] upgrading access and configuration controls; improving security instrumentation, monitoring, detection and prevention tools; enhancing software inventory and tracking and patching systems; upgrading encryption processes and protections; enhancing authorization methods in applications; enhancing data loss prevention and endpoint security management capabilities; upgrading vulnerability identification, assessment and remediation processes and technologies; and enhancing the security of passwords and other credentials, as applicable and appropriate.
[added: Our efforts to engineer more secure] solutions are frequently costly, with a negative impact on near-term profitability, and may be unsuccessful in preventing security incidents that may have an adverse effect on our business and reputation.
For example, with the acquisition of Linode, we [removed: are adapting] [added: continue to adapt] procedures for mitigating risks that have in the past or may in the future materialize, including any harms that may arise from abuse of our compute products.
Any actual, alleged or perceived breach of network security in our systems or networks, or any other actual, alleged or perceived compromise or data security incident we, our customers or our third-party suppliers suffer, [removed: can] [added: has in the past and could in the future] result in damage to our reputation; negative publicity; loss of channel partners, customers and sales; loss of revenue; loss of competitive advantages; increased costs to remedy any problems and otherwise respond to any incident; regulatory investigations and enforcement actions and fines; costly litigation; and other liabilities.
If we cannot maintain compatibility with our customers’ IT infrastructure, including their chosen third-party [removed: applications,] [added: services,] our business will be harmed.
A significant portion of our hiring, new customers and revenue growth in recent [removed: quarters] [added: years] has been attributable to our business outside the U.S. Our operations in international countries subject us to risks that may increase our costs, impact our financial results, disrupt our operations or make our operations less efficient and require significant management attention.
These risks include: foreign exchange rate risks; uncertainty regarding liability for content or services, including uncertainty as a result of local laws and lack of legal precedent; loss of revenues if the U.S. or international governments impose limitations on doing business with significant current or potential customers; difficulty in staffing, training, developing and managing international operations as a result of distance, language, cultural differences, differences in employee/employer relationships or regulations; theft of intellectual property in high-risk countries where we operate; difficulties in enforcing contracts, collecting accounts and longer payment cycles in certain countries; difficulties in transferring funds from, or converting currencies in, certain countries; managing the costs and processes necessary to comply with export control, sanctions, such as the sanctions imposed in connection with the Russian invasion of Ukraine, [removed: anti-corruption,] [added: anti-bribery,] data protection, cybersecurity and competition laws and regulations or other regulatory or contractual limitations on our ability to sell or develop our products and services in certain international markets; macroeconomic developments and changes in the labor markets in which we operate; geopolitical developments, including any that impact our or our customers’ ability to operate in or deliver content to a country; other circumstances outside of our control such as trade disputes, [added: including the imposition of tariffs by the United States on imports from certain countries and any resulting counter-tariffs or macroeconomic impacts,] political unrest, warfare, military or armed conflict, such as the Russian invasion of Ukraine and the [removed: ongoing] Israel-Hamas War, terrorist attacks, public health emergencies, energy crises and natural disasters that could disrupt our ability to provide services or limit customer purchases of them.
In addition, a large social media company has recently taken steps to lower costs and reduce reliance on U.S. providers, including a DIY component, which we believe is in part a reaction to certain geopolitical pressures, and which has reduced traffic on our network and negatively impacted revenue in 2024.
Other customers have and may continue to reduce their traffic with us, negatively impacting revenue.
Further, security revenue for some products is impacted by traffic levels on our network and recently has, and may continue to be, negatively impacted by reduced traffic on our network, including the reduced traffic from a large social media company among other customers.
Global economic and geopolitical conditions can impact our customers, causing them to take cost-savings measures that can include optimization and "do-it-yourself", or DIY, initiatives, which can impact our revenues.
For example, a large social media company has recently taken steps to lower costs and reduce reliance on U.S. providers by optimizing its platform, including a DIY component, which reduced traffic on our network and negatively impacted our revenue in 2024.
Furthermore, inflation rates in the U.S. have been elevated compared to historical rates and have fluctuated.
In addition, the Trump administration has indicated an intention to impose tariffs on certain countries that could adversely impact trade relations, result in higher costs and decreased purchasing power of our customers, put increased pressure on supply chains and create general market instability.
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negatively impact our profitability.
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relationships in the industry than we do.
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The rapidly changing geopolitical landscape may also create new, unexpected, or unknown risks for which we may not immediately be prepared, requiring increased risk mitigation expenditures.
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For example, we are experiencing continued volatility in certain server component costs that support the continued build out of our compute platform.
For example, tariffs imposed by the United States on other countries and any resulting counter-tariffs will likely lead to increasing costs and supply chain disruptions.
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issuances of securities to finance large transactions; and potential unknown liabilities and regulatory requirements associated with an acquired business.
While the number of customers implementing a DIY strategy had been decreasing, current global economic and geopolitical conditions may cause customers to increase their focus on DIY solutions, which could negatively impact traffic on our network, and, as a result, our revenue.
For example, a large social media customer has recently taken steps to lower costs and reduce reliance on U.S. providers by optimizing its platform, including using a DIY component, which has reduced traffic on our network and negatively impacted our revenue in 2024 and is likely to continue to do so in the future.
Attracting, hiring and retaining highly skilled and qualified employees continues to be a priority and a key dependency for our ongoing success.
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retention efforts.
Many of the participating countries have enacted legislation that became effective beginning in 2024, while other countries continue to work on defining the underlying rules and administrative procedures.
Although the enacted and effective legislation in some countries was applicable to us as of January 1, 2024, and increased our effective income tax rate, the increase did not
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have a material impact on our overall results of operations or cash flows.
We will continue to monitor and evaluate the impacts of the developing legislation.
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have to resort to utilizing alternative technology of lower quality.
We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
Artificial intelligence ("AI"), presents new risks and challenges that may affect our business.
We have made, and expect to continue to make investments to integrate AI and machine learning technology into our products and solutions.
Given the nature of AI technology, we face significant competition from other companies and an evolving regulatory landscape.
Our AI efforts may not be successful and our competitors may incorporate AI into their products more successfully than us, which could impair our ability to compete effectively and adversely affect our financial results.
The rapid evolution of AI combined with the uncertain and often inconsistent regulatory landscape may require significant additional resources and costs and could in some cases limit our ability to implement AI capabilities in our solutions or to use AI to support business operations.
Further, data used to train AI-based systems may lead to harm to our reputation.
Despite our implementation of programs designed to support responsible AI use and development, we may not successfully address all issues that may arise.
For example, privacy concerns, user consent, supply chain security, transparency and the accuracy, completeness and suitability of data sets are all potential issues that could adversely affect our business, reputation, or financial results.
For example, approximately 1% of our 2021 revenue had been generated from traffic into Russia, Belarus and Ukraine, and we experienced a decline in revenue in 2022 and 2023 related to the war in Ukraine due to a decrease in traffic in these countries.
In addition, due to changes in international tax laws, we expect our effective income tax rate will increase in 2024.
Furthermore, inflation rates in the U.S. have recently increased to levels not seen in decades.
In addition, we have recently experienced rising energy costs in areas in which we operate, particularly in Europe.
For example, approximately five percent of our global employees are located in Tel Aviv,
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investment and other opportunities more readily; offer lower prices than ours, including at levels that may not be profitable for us to match; spend more money on the promotion, marketing and sales of their products and services; offer higher salaries to talented professionals which may impact our ability to hire or retain engineering and other personnel; and implement shorter sales cycles with customers and prospects.
could result in negative publicity, loss of business, diminishing customer appeal and other negative consequences which could harm our business.
Our efforts to engineer more secure
In addition, further attacks by Hamas or other groups on Israel could further impact our workforce, our operations and our offices located in Tel Aviv.
called "fair share" or internet content taxes; foreign exchange controls and cash repatriation; data privacy; cyber security; competition; consumer protection; and employment.
underlying vulnerabilities remain that, if exploited, could negatively impact Akamai Connected Cloud and our customers.
poorly-performing personnel, all while maintaining our corporate culture and spirit of innovation.
In February 2021, we announced a significant reorganization to create two new business groups linked to our security and edge delivery technologies as well as establishing a unified global sales force.
European Union member states have begun to enact global minimum tax rate rules into domestic law.
In particular, on December 16, 2022, the Swiss parliament approved a constitutional amendment to implement the global minimum tax rate rules and the amendment was approved by public vote on June 18, 2023.
On December 22, 2023, the Swiss Federal Council declared some of the rules to be in effect beginning in 2024.
The global minimum tax is a significant structural change to the international tax framework, which is expected to affect the tax position of multinational or large scale domestic enterprise groups that fall under its scope, including us, beginning in 2024.
Although enactment of the global minimum tax has begun, the OECD and participating OECD member countries continue to work towards defining the underlying rules and administrative procedures.
We will continue to monitor these developments and evaluate the impact of the global minimum tax, which we anticipate will increase our liability for corporate taxes and our effective income tax rate.
The Inflation Reduction Act of 2022 (“IRA”) includes a 15% corporate alternative minimum tax for companies with modified GAAP net income in excess of $1 billion, a 1% excise tax on certain stock repurchases, and numerous environmental and green energy tax credits.
Currently, we are not subject to the corporate alternative minimum tax.
The impact of the excise tax on our stock repurchase program was immaterial for the year ended December 31, 2023.
customers to reduce the amount of business they do with us or leave altogether.
An excerpt. Shown here: 40 of 91 rewritten, 40 of 55 added and all 24 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
241 rewritten, 121 added, 84 removed, 318 unchanged
The key factors that influence our financial success are our ability to build on recurring revenue [removed: commitments for our security and performance offerings,] [added: commitments,] increase traffic on our network, continue to develop, scale and successfully bring to market our [removed: cloud computing] [added: compute] platform and compute-to-edge solutions that meet the needs of professional users and enterprises, [added: including with respect to reliability,] effectively manage the prices we charge for our solutions, develop new products and appropriately manage our capital spending and other expenses.
We primarily derive revenue from the sale of services to customers [removed: executing] [added: pursuant to] contracts having terms of one year or longer, which allows us to have a consistent and predictable base level of revenue.
Services included in our contracts consist of security solutions, the delivery of content, applications and software over the internet, [removed: cloud computing] [added: compute] solutions and professional services.
In addition to a base level of revenue, we are also dependent on our ability to increase our product offerings and to cross-sell additional services to our new and existing customers, particularly for our security and compute [removed: solution] [added: solutions] portfolios.
Our revenue is also impacted by customer [added: renewals and the pricing for such] renewals, the rate of adoption and timing of customer offerings, variability of one-time events, usage of [removed: cloud computing] [added: compute] services and the amount of traffic we serve on our network.
Geopolitical, economic and other developments that impact our customers' businesses can also impact our ability to attract new customers or continue to cross-sell additional services to existing [removed: customers.][added: customers and traffic levels for customers with variable usage.]
- Increased sales of our security solutions, led by application security solutions and segmentation solutions from our acquisition of Guardicore Ltd., and increased sales of our compute solutions, [removed: primarily] attributable to our acquisition of Linode [removed: in early 2022,] [added: Limited Liability Company ("Linode") and enhanced services on our compute platform,] have made a significant contribution to revenue growth.
[removed: During 2023, security represented the largest share of revenue with] [added: Our] security and compute [removed: revenue representing] [added: solutions represented] over [removed: half] [added: two-thirds] of our total [removed: revenue.][added: revenue during 2024.]
We plan to continue to invest in these areas with a focus on further advancing our product [removed: portfolios.][added: portfolios and sales capabilities.]
We have been able to mitigate some of the negative impacts to our revenue growth rates by upselling incremental solutions to our existing [removed: delivery and security] customers.
We [removed: are taking] [added: continue to take] steps upon contract renewals to [added: sign customers to multi-year contracts and to] optimize how we charge certain high-volume traffic [removed: delivery customers, including charging a premium for higher-cost destinations and continuing] [added: customers] to maintain alignment between customer traffic volumes and unit pricing.
- Revenue from our international operations [removed: has generally been growing at a faster pace in recent years than from our U.S. operations,] [added: continues to grow,] particularly from new customer acquisition and cross-selling of incremental solutions.
[added: Because we] publicly report in U.S. dollars, our reported revenue results are negatively impacted when the dollar strengthens and benefit when the dollar weakens.
[removed: In addition, we experience] [added: These] quarterly variations in revenue [added: are] attributable to, among other things, the timing of large customer contract renewals; the frequency and timing of purchases of custom solutions or licensed software; the nature and timing of software and gaming releases by our customers; [added: holiday season activity;] and whether there are large live sporting or other events or situations that impact the amount of media traffic on our network.
- Network bandwidth costs [removed: represent] [added: are also] a significant portion of our cost of revenue.
Historically, we have been able to mitigate increases in these costs [removed: by reducing our network bandwidth costs per unit and investing] [added: through investment] in internal-use software development to improve the performance and efficiency of our network.
We will [removed: need to] continue to effectively manage our bandwidth [removed: costs to maintain or improve current levels of profitability.][added: costs.]
- Co-location costs are [removed: also] a significant portion of our cost of revenue.
As we continue to build out our new compute locations to provide us with the ability to scale our platform, we [added: have entered into, and] expect to [added: continue to] enter [removed: into] [added: into,] longer term leases that include certain financial commitments in order to achieve more favorable unit economics.
The costs of the financial commitments are expensed ratably over the [removed: life of the lease,] [added: lease term,] and, as a result, in some cases, we are incurring costs in advance of these compute locations being fully utilized.
We continue to improve our internal-use software and remain disciplined in managing our hardware deployments, [removed: particularly for our delivery platform,] which enables us to use servers more efficiently.
These costs include maintenance and supporting services incurred as we continue to build out our compute [removed: infrastructure] [added: platform] and maintain our global network, and costs of third-party cloud providers used for some of our operations.
We have seen these costs increase in recent years as a result of our network expansion, and particularly the build out of our compute [removed: infrastructure.][added: platform.]
We [removed: had also] [added: previously] experienced increased costs from third-party cloud providers, but [removed: have recently begun] [added: continue] to mitigate those costs by migrating to our own [removed: cloud] [added: compute] solutions and [removed: optimizing] [added: working to optimize] third-party cloud spend.
We will [removed: need to] continue to effectively manage our network build-out and supporting service costs and continue to migrate third-party cloud services to [removed: Akamai Connected Cloud] [added: our compute platform in an effort] to [removed: maintain or improve current levels of profitability.][added: manage costs.]
However, we [removed: remain] [added: are focused on remaining] disciplined in allocating our resources to support our faster growing security and compute solutions, including maintaining operational efficiencies to mitigate the rising cost of talent.
In [removed: 2023,] [added: 2023] we redesigned one of our non-executive short-term incentive compensation programs by shifting certain employees from a cash-based to stock-based [added: program, and in 2024 we transitioned more employees to this] program.
[removed: We] [added: During 2023, we] also introduced a non-executive incentive program tied to our initiative to migrate certain third-party cloud services onto [removed: Akamai Connected Cloud.][added: Akamai's platform.]
These programs [removed: are] [added: were] designed to better align employee incentives with the interests of our [removed: stockholders.][added: stockholders, which increased our stock-based compensation.]
In recent years, we have invested in our [removed: network as traffic levels have increased and] [added: network, particularly] as part of building out our compute infrastructure, which increased our capital expenditures and resulting depreciation expense.
We plan to continue to make investments in capital expenditures, [removed: however, the focus is] [added: including] to [removed: further invest in] support [removed: of] [added: recently acquired contracts, and focus investments on] our faster growing compute [removed: solutions.][added: solutions, including support for a new enterprise compute customer.]
These acquisitions are intended to further strengthen our existing [removed: content] delivery and other businesses as we transition the acquired customers to our [removed: Akamai Connected Cloud] [added: platform] and offer our portfolio of other services to [removed: these customers.][added: them.]
We also acquired Neosec, Inc ("Neosec") in May 2023, which is intended to complement our application and API security portfolio by extending its visibility into the rapidly growing API threat landscape, and StorageOS, Inc. ("StorageOS"), also known as Ondat, in March 2023, which is intended to strengthen our [removed: cloud computing] [added: compute] offerings.
The acquisition was intended to enhance our [removed: computing] [added: compute] services by enabling us to create a unique cloud platform to build, run and secure applications from the cloud to the edge.
Global macroeconomic and geopolitical conditions continue to impact our [added: customers, as well as our] business and revenue growth rates.
We, along with our customers, continue to manage through an uncertain period of fluctuating inflation, [added: regulations that may negatively impact business,] economic [added: and political] uncertainty, uncertain energy supplies, heightened geopolitical [removed: tensions,] [added: tensions and conflict,] potential for supply chain disruptions, changes in [added: U.S. and] international tax laws, [added: changes in tariffs,] fluctuations in foreign exchange rates and elevated interest rates.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Cost of revenue (exclusive of amortization of acquired intangible assets shown below) | | | [removed: 39.6] [added: 40.6] | | | | | | [removed: 38.3] [added: 39.6] | | | | | | [removed: 36.7] [added: 38.3] | | |
| Research and development | | | [removed: 10.7] [added: 11.8] | | | | | | [removed: 10.8] [added: 10.7] | | | | | | [removed: 9.7] [added: 10.8] | | |
| Sales and marketing | | | 14.0 | | | | | | [removed: 13.9] [added: 14.0] | | | | | | [removed: 13.3] [added: 13.9] | | |
We develop and provide solutions for global enterprises to build, secure and accelerate their applications and digital experiences through our massively distributed global network, which underpins our security, delivery and compute solutions, and is central to our financial success.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
- Traffic on our network has moderated as compared to prior years.
We, and the industry more broadly, are seeing growth at a slower pace than we have experienced in the past.
In particular, we are seeing traffic growth slowing in verticals such as media and gaming, as these customers optimize their traffic and manage through underlying business challenges at a time of global economic and geopolitical headwinds.
For instance, a large social media customer has taken steps to lower costs and reduce reliance on U.S. providers by optimizing its platform, including using a “do-it-yourself” component, which has reduced traffic on our network and negatively impacted our revenue in 2024.
We expect this trend to continue in 2025.
If our customers' businesses continue to be impacted by economic and geopolitical headwinds, they may reduce their spending, optimize their traffic or may increase their reliance on “do-it-yourself” solutions, which may negatively impact traffic on our network and revenue.
We will continue to effectively manage our co-location costs.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
We are also experiencing an increase in certain server component costs that support the continued build out of our compute platform.
We acquired certain customer contracts from Edgio, Inc. ("Edgio") in December 2024 as part of a bankruptcy process.
This acquisition is intended to further strengthen our existing delivery and other businesses as we transition the acquired customers to our platform and offer our portfolio of other services to them.
We also acquired Noname Gate Ltd. ("Noname Security") in June 2024.
Noname Security is intended to expand our existing API Security offering by providing more flexible deployment options, extensive vendor integrations and enhanced attack analysis.
We believe this acquisition will accelerate our ability to meet increasing customer and market demand.
As part of the acquisition, we integrated approximately 200 Noname Security employees primarily within sales and marketing and research and development.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
These increases were partially offset by a decline in revenue from our delivery solutions due to impacts from economic and geopolitical uncertainty our customers are facing which resulted in slower traffic growth rates and the continued downward pricing of renewals.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
In 2024, these headwinds caused a large social media customer to increase their focus on cost optimization and "do-it-yourself" solutions, which additionally reduced traffic on our network and had a negative impact on our delivery revenue.
| | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | % Change at Constant Currency | | | | | | 2023 | | | | | | 2022 | | | | | | % Change | | | | | | % Change at Constant Currency | | |
| Total revenue | | | $ | 3,991,168 | | | | | $ | 3,811,920 | | | | | 4.7 | | % | | | | 5.3 | | % | | | | $ | 3,811,920 | | | | | $ | 3,616,654 | | | | | 5.4 | | % | | | | 5.8 | | % |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
The increase in cost of revenue for 2024 as compared to 2023 was primarily due to:
- co-location fees and depreciation of network equipment as a result of investment in our network, particularly as we are building out our compute platform to support future growth and scalability; and
- payroll and related costs, including stock-based compensation as a result of headcount growth from our strategic initiatives and annual merit increases.
Additionally, the increase in stock-based compensation programs from cash-based to stock-based for certain employees and the timing of our performance-based equity award grants.
The increase in cost of revenue for 2024 as compared to 2023 was partially offset by lower network build-out and supporting services due to a decrease in third-party cloud costs as we have been migrating third-party cloud services onto our own compute platform and working to optimize third-party cloud spending.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2023 | | | | | | 2022 | | | | | | % Change | | |
Additionally, the increase in stock-based compensation was a result of the timing of our performance-based equity award grants.
These increases were partially offset by increases in capitalized salaries and related costs as we had additional resources focused on development activities related to our platform and solutions.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2023 | | | | | | 2022 | | | | | | % Change | | |
The increase in sales and marketing expenses for 2024 as compared to 2023 was due to higher payroll and related costs, including stock-based compensation as a result of annual merit increases and employees acquired through the Noname Security acquisition.
Additionally, the increase in stock-based compensation was a result of the timing of our performance-based equity award grants These increases were partially offset by a reduction in marketing programs and related costs as a result of the timing of events and advertising campaigns.
During 2025 we do not expect significant increases in sales and marketing expenses as we plan to continue to carefully manage costs related to our go-to-market efforts to align resources with higher growth areas of our business.
| | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2023 | | | | | | 2022 | | | | | | % Change | | |
These increases were partially offset by decreased facilities-related costs as we exited certain facilities in connection
We provide solutions to power and protect life online through our massively distributed edge and cloud platform, which we refer to as Akamai Connected Cloud.
Akamai Connected Cloud underpins our cloud computing, security and content delivery solutions, and is central to our financial success.
- Traffic on our network continues to grow at a modest pace as compared to prior years, and is impacted by a number of external factors.
Most recently, as we and our customers manage through a time of economic headwinds and uncertainty, traffic growth rates have been impacted.
Conversely, our rate of traffic growth increased significantly during the onset of the COVID-19 pandemic and the associated stay-at-home orders across the globe.
However, as these orders were lifted and more return-to-work policies were adopted, our traffic growth rates declined.
These traffic fluctuations may continue to impact our delivery revenue.
Because we
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
In particular, we typically experience higher revenue in the fourth quarter of each year for some of our solutions as a result of holiday season activity.
With these efficiencies we have been able to moderate the impact of rising energy costs.
We expect to continue to scale our network in the future, which we believe will allow us to effectively manage our co-location costs to maintain or improve current levels of profitability.
Due to the software and hardware initiatives we have undertaken to manage our global network more efficiently, the useful lives of our servers have been extended from five to six years effective January 1, 2023, which has offset increased depreciation expense from our network expansion and the build out of our compute infrastructure.
Revenue attributable to these asset acquisitions was $20.3 million during the year ended December 31, 2023.
In October 2021, we acquired Guardicore whose micro-segmentation solution is designed to limit user access to only those applications that are authorized to communicate with each other, thereby limiting the spread of malware and protecting the flow of enterprise data across the network.
Guardicore had approximately 270 employees when we completed the acquisition.
| | | | | | | | | | | | | | | | | | |
The increase in 2023 as compared to 2022 was partially offset by a decline in revenue from our delivery solutions due to the pricing impact of renewals and moderated traffic growth.
The increase in 2022 as compared to 2021 was negatively impacted by the significant strengthening of the U.S. dollar and a decline in revenue from our delivery solutions due to a reduction in traffic growth and pricing impact of renewals.
The increase in security solutions revenue for 2023 as compared to 2022 was also due to growth in certain products that combine elements of our security and delivery offerings to provide robust security solutions.
The decrease in delivery solutions revenue for 2022 as compared to 2021 was due to a reduction in traffic growth rates as our largest customers are not experiencing the same traffic growth rates as they once were.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | |
The increase in cost of revenue for 2022 as compared to 2021 was primarily due to increased network build-out and supporting services, particularly related to increased supporting services for third-party cloud applications, and increased investment in our network in prior years to support traffic growth, which resulted in higher depreciation costs of our network equipment and growth in expenses related to our co-location facilities including energy to power our network.
We plan to continue to focus our efforts on managing our operating margins, including our bandwidth and network build-out costs.
Specifically, we are continuing to take steps to migrate third-party cloud services onto Akamai Connected Cloud, which we expect will continue to reduce third-party cloud services costs.
However, we plan to continue to focus our efforts on managing our operating margins.
The increase in sales and marketing expenses for 2022 as compared to 2021 was primarily due to increased marketing programs and related costs due to advertising and customer events held in 2022.
Other expenses also increased due to travel associated with customer events and meetings, as well as a sales recognition event during 2022 that did not occur in 2021.
Such events and travel costs were higher in 2022 than in 2021 due to the rollback of COVID-19 pandemic-related restrictions that had been in place in the prior year.
We expect sales and marketing costs to increase in 2024 as compared to 2023, due to our continued investment in go-to-market efforts.
However, we plan to continue to carefully manage costs in an effort to manage our operating margins.
These increases were partially offset by a decrease in payroll and related costs due to a decline in performance-based compensation program achievement.
General and administrative expenses for 2023, 2022 and 2021 are broken out by category as follows (in thousands):
| Global functions | | | $ | 246,753 | | | | | $ | 212,674 | | | | | 16.0 | | % | | | | $ | 212,674 | | | | | $ | 212,456 | | | | | 0.1 | | % |
| *As a percentage of revenue* | | | *6.5* | | *%* | | | | *5.9* | | *%* | | | | | | | | | | *5.9* | | *%* | | | | *6.1* | | *%* | | | | | | |
| Infrastructure | | | 344,399 | | | | | | 345,391 | | | | | | (0.3) | | | | | | 345,391 | | | | | | 326,480 | | | | | | 5.8 | | |
| *As a percentage of revenue* | | | *9.0* | | *%* | | | | *9.6* | | *%* | | | | | | | | | | *9.6* | | *%* | | | | *9.4* | | *%* | | | | | | |
| Other | | | 9,699 | | | | | | 26,141 | | | | | | (62.9) | | | | | | 26,141 | | | | | | 14,088 | | | | | | 85.6 | | |
An excerpt. Shown here: 40 of 241 rewritten, 40 of 121 added and 40 of 84 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
9 rewritten, 6 added, 6 removed, 24 unchanged
[removed: A sharp rise in] interest rates could have an adverse impact on the fair market value of certain securities in our portfolio.
If market interest rates were to increase by 100 basis [removed: points] [added: points, reflected uniformly across the yield curve regardless of the duration to maturity,] from December 31, [removed: 2023] [added: 2024] levels, the fair value of our available-for-sale portfolio would decline by approximately [removed: $19.2] [added: $6.8] million.
[removed: These notes have a] [added: Due to the] fixed annual interest rate, [removed: so they] [added: these notes] do not give rise to financial or economic interest exposure associated with changes in interest rates.
[added: Additionally, the fair value] can be affected when the market price of our common stock fluctuates.
There were no outstanding borrowings under the 2022 Credit Agreement as of December 31, [removed: 2023.][added: 2024.]
Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in our consolidated statements of income within other [removed: income (expense),] [added: expense,] net.
Foreign currency transaction gains and losses from these forward contracts were determined to be immaterial during the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]
As of December 31, [added: 2024 and] 2023, no customer had an accounts receivable balance [removed: greater than 10%, and as] of [removed: December 31, 2022, there was one customer with an accounts receivable balance greater than] 10% [added: or more] of our accounts receivable.
We believe that at December 31, [removed: 2023,] [added: 2024,] the concentration of credit risk related to accounts receivable was insignificant.
Our portfolio of cash equivalents and short- and long-term investments is maintained in a variety of securities, that are detailed in Note 3 to the consolidated financial statements included elsewhere in this annual report on Form 10-K.
A sharp rise in
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As of December 31, 2024, we had $3,565.0 million in aggregate principal amount of convertible senior notes outstanding that are senior unsecured obligations with fixed annual interest rates.
The terms of the notes are discussed more fully in Note 11 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
Our portfolio of cash equivalents and short- and long-term investments is maintained in a variety of securities, including money market funds, time deposits, commercial paper, corporate bonds, U.S. government agency obligations and mutual funds.
In August 2023, we issued $1,265 million in aggregate principal amount of 1.125% convertible senior notes due 2029.
In August 2019, we issued $1,150.0 million aggregate principal amount of 0.375% convertible senior notes due 2027.
In May 2018, we issued $1,150.0 million aggregate principal amount of 0.125% convertible senior notes due 2025.
Additionally, the fair value
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 1. Business
52 rewritten, 56 added, 21 removed, 89 unchanged
Since 1998, Akamai has developed and provided solutions for global enterprises to build, [removed: deliver and] secure [added: and accelerate] their [added: applications and] digital [removed: experiences on our massively distributed worldwide network.][added: experiences.]
[removed: Akamai Connected Cloud spans] [added: Our massively distributed global network is comprised of core and distributed compute sites,] more than [removed: 4,100] [added: 4,300] edge points-of-presence in approximately 130 countries and [removed: nearly 750] [added: over 700] cities, [added: and our underlying global network integrated] with roughly 1,200 network partners.
With this scale and distribution, Akamai [removed: Connected Cloud provides us with] [added: has] visibility and insight into traffic volumes, congestion, attack patterns, vulnerabilities and other activities across the internet's complex intersections of networks and systems.
Leveraging these insights, Akamai [removed: Connected Cloud] offers solutions designed to protect our customers from threats and attacks, [removed: while empowering them to securely deliver digital experiences] [added: along with full-stack compute solutions] to [removed: engage, entertain] [added: build] and [removed: interact with their customers.][added: deliver distributed, low-latency applications on our globally distributed network.]
We provide solutions in three core offerings: security, [removed: content] delivery and compute.
[removed: Our security solutions are designed to keep infrastructure, websites, applications, application] programming interfaces [removed: ("APIs")] [added: ("APIs"), networks] and users safe from a multitude of cyberattacks and online threats while improving performance.
[removed: Our] [added: With insight and automation derived from the world’s most distributed global network, our] solutions blend robust automation with customizable protections and managed security services to enable businesses to effectively manage risk and maximize [removed: the protections of their infrastructure, networks, applications and APIs.][added: protections.]
[removed: We also offer] [added: This is part of] a growing set of solutions designed to help businesses implement a [removed: “zero trust” approach to security.][added: Zero Trust security architecture.]
API Security [removed: uses behavioral analytics] [added: complements our application and API security portfolio by extending our visibility into the growing API threat landscape] to detect and respond to threats and abuse detection and operates using a response platform based on data and behavioral analytics.
[removed: *Content Delivery*][added: *Delivery*]
Our [removed: content] delivery solutions consist primarily of web and mobile performance focused solutions and media delivery solutions.
These services leverage intelligent performance optimization and real-time monitoring, origin offload and network [removed: reliability,] [added: reliability] and insights that enable enterprises to identify and address performance issues.
Underlying these solutions is technology to address variable connection speeds and device types, facilitate access to disparate locations around the world, accelerate large file downloads, reliably deliver high-quality live content across various devices and [removed: platforms,] [added: platforms] and enable comprehensive insights and real-time online video monitoring.
Akamai media delivery solutions include video streaming and video player services, game and software delivery, broadcast operations, authoritative [removed: domain name system ("DNS"),] [added: DNS,] resolution and data and analytics.
The cloud computing services running on [removed: Akamai Connected Cloud] [added: Akamai's compute platform] enable companies to distribute workloads and applications across our core to edge infrastructure to help solve the cost, performance and scale challenges that centralized cloud computing platforms present today.
This acquisition was a significant milestone in our expansion into cloud [removed: computing services.][added: computing.]
[removed: Once customers are deployed on Akamai Connected Cloud, they] [added: Customers] can rely on our professional services and security experts for customized solutions, problem resolution and 24/7 customer support.
Our employees – our human capital – are our most valuable resources as they are fundamental to our innovation, the operation and ongoing enhancement of [removed: Akamai Connected Cloud,] [added: Akamai's solutions and global network,] the fostering and maintenance of relationships with our customers and the management of our operations.
In [removed: 2023,] [added: 2024,] we [removed: focused] [added: continued to focus] on fostering [removed: an inclusive] [added: a] community that [removed: supports the success of our] [added: enables] employees [added: to be productive,] and continuing to deliver a positive experience for both employees and customers by living our values each day.
As of December 31, [removed: 2023,] [added: 2024,] we had over [removed: 10,250] [added: 10,700] employees located in more than 30 countries (with approximately [removed: 60%] [added: 65%] of those employees located outside of the U.S.) and representing over 100 nationalities, [added: all of] which we believe helps bring a global perspective to our operations.
Our employees are grouped across the following roles, with the approximate percentage of the overall population noted: engineering and research and development [removed: (35%),] [added: (36%),] services and support (27%), sales and marketing [removed: (18%)] [added: (17%)] and administrative functions (20%).
We continue to [removed: believe] [added: recognize] that an engaged employee workforce is key to having the productive, ethical and high-performing workplace needed to successfully compete in today’s marketplace.
We conduct quarterly surveys of our [removed: employees] [added: entire employee population] to assess a variety of key metrics related to [removed: key] [added: important] topics, such as engagement, inclusion and [added: overall] job satisfaction.
Continuing in [removed: 2023,] [added: 2024,] all employees were able to participate in a company-wide program, developed by a behavioral research organization, that was intended to help us increase [removed: inclusivity,] [added: inclusive behaviors,] become more open to change and accelerate our innovation.
In addition, we work closely with the Akamai [removed: Foundation] [added: Foundation,] to provide community service and charitable matching fund opportunities for Akamai employees, endeavors that have been shown to increase employee engagement.
The Akamai Compassion [removed: Fund,] [added: Fund was] created in [removed: 2020] [added: 2020,] by employees for [removed: employees] [added: employees,] with support from the Akamai Foundation, [removed: continued] [added: and continues] to provide a way for Akamai employees to unite and support global colleagues and their families during times of unexpected hardships following a catastrophic event, such as [removed: the] [added: climate events (e.g., hurricane, mudslide, wildfire) and] ongoing [removed: war in Ukraine.][added: wars and armed conflicts around the world.]
Akamai is an equal opportunity employer that values the strength that [removed: diversity brings] [added: diverse perspectives bring] to the workplace.
Akamai supports [removed: varied] [added: a variety of] programs and practices designed to [removed: promote a diverse and inclusive] [added: support an optimal] working environment.
ERGs encompass different racial and ethnic groups, persons with different physical or cognitive abilities, parents, military veterans, the LGBTQIA+ community and [removed: women.][added: women and are open to all employees.]
Our wellness programs include educational offerings on healthy lifestyles, access to mental health [removed: experts and] [added: experts,] access to ergonomic advice and [removed: equipment.][added: equipment and financial wellness support.]
Attrition was [removed: down] [added: slightly up] in [removed: 2023] [added: 2024] when compared to [removed: 2022.][added: 2023.]
We [removed: currently] conduct [removed: bi-annual] [added: annual] internal pay equity analyses (with the assistance of a nationally-recognized outside consultant), [removed: covering gender globally] and [removed: race and gender in the U.S. We] [added: we] take action to remedy identified discrepancies when we believe it is appropriate.
Annual talent reviews focus on both high performers as well as those with high potential to keep [removed: our] [added: a full] pipeline of tomorrow’s [removed: leaders full.][added: leaders.]
[removed: For select employees,] [added: Where appropriate,] we offer leadership training workshops, 360-degree feedback and succession planning exercises to encourage and enable internal promotion and advancement.
As a result of these investments and others, [removed: approximately 20%] [added: nearly 15%] of open positions were filled with internal candidates in [removed: 2023.][added: 2024.]
All employees are required to complete annual ethics and compliance and data security [removed: trainings.][added: training.]
In addition to these required trainings, nearly all of our employees and contractors completed at least one training in our Akamai University program during [removed: 2023.][added: 2024.]
In May 2022, we launched FlexBase, which is a flexible [removed: workspace] [added: work] arrangement that allows over 95% of employees to choose to work from their home office, a Company [removed: office] [added: office, an approved workspace] or a [removed: combination of both.][added: combination.]
We believe that [removed: flexible workforce positions and] a focus on employee [removed: choice, make] [added: choice makes] us a more attractive employer, [removed: increase] [added: increases] productivity, [removed: enable] [added: enables] us to recruit from a [added: broader and] more [removed: diverse] [added: varied] pool of applicants and [removed: present] [added: presents] additional growth and development opportunities for our employees.
Our customers include many of the world's leading corporations, such as Adobe, [added: Aflac,] Airbnb, [removed: Alibaba,] [added: Asus,] Autodesk, [removed: Capital Group,] Carnival Corporation, The Coca-Cola Company, Comcast, [removed: Crate & Barrel,] [added: Daiwa Institute of Research,] eBay, Electronic Arts, Epic Games, [removed: FedEx,] Fidelity Investments, Honda, [removed: IKEA,] Japan Airlines, Liberty Mutual, [removed: Lufthansa,] Maersk Transportation & Logistics, Marriott, NBCUniversal, Panasonic, Panera Bread, Paramount Global, Philips, Rabobank, Riot Games, Sony Interactive Entertainment, [added: RTL,] Spotify, Telefonica, Toshiba, Ubisoft, WarnerMedia and The Washington Post.
Our strategy is to help continue to power and protect business online by offering security and compute services with the industry-leading reliability, scale and expertise our customers need to grow their business with confidence.
As part of our mission to make life better for millions of businesses, trillions of times per day, Akamai is committed to enabling our customers to benefit from the latest technology developments.
In recent years, artificial intelligence ("AI") has been a major focus of corporate initiatives for enterprises in multiple verticals and across the globe.
To help our customers seize on the power and potential of AI, we provide cloud computing infrastructure that they can use to build AI-powered applications; cybersecurity solutions, powered by AI and automation, designed to defend against prompt injections, data exfiltration and toxic outputs; generative AI to improve the speed and efficiency of identifying and investigating malicious or suspect activity; and throughput on our global intelligent network to enable the large volumes of data required to power AI-powered applications and facilitate effective real-time protections.
Our security solutions, threat intelligence and global operations team work to provide defense in depth to safeguard enterprise data and applications.
Customers trust Akamai to help keep infrastructure, websites, applications, application
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
Akamai’s web application and API protection solutions protect web, API and mobile app traffic from attacks that take advantage of security flaws, protection from malicious automated attacks, credential abuse and account takeover, client-side protections that protect end customers from malicious or vulnerable first- and third-party client-side scripts that can lead to audience hijacking and distributed denial of service ("DDoS") mitigation.
As adversaries relentlessly refine their evasion techniques, it requires continuous innovation in threat detection and specialized defenses to stay ahead of advanced bot and abuse attacks.
Our Bot & Abuse portfolio provides tailored, specialized solutions to help customers protect against these threats.
Akamai Account Protector offers full account lifecycle protections including the ability to defend against account takeover and opening abuse, adversarial bot protection, protection against credential stuffing, inventory scalping and hoarding.
Akamai Content Protector also helps businesses protect their intellectual property, reputation and revenue potential with solutions designed to stop persistent scrapers from stealing content that can be used for malicious purposes like competitive intelligence/espionage, inventory manipulation, site performance degradation and counterfeiting.
In June 2024, Akamai acquired Noname Security Ltd. ("Noname Security"), one of the top API security vendors in the market.
This enhanced Akamai’s API Security solution and accelerated our ability to meet growing customer demand and market requirements as the use of APIs continues to expand.
Akamai also expects to gain greater scale with Noname Security’s additional sales and marketing resources and established channel and alliance relationships.
As a result of the acquisition, Akamai expects to offer a complete API security suite enabling customers to better discover “shadow” APIs and detect vulnerabilities and attacks.
Akamai’s enhanced offering expects to have greater deployment choices for customers and access to a portfolio of technology integrations that we believe is unrivaled in the market.
We also offer microservice and application component protection that analyzes and protects application traffic that moves between application components like containers, APIs and workloads.
Our acquisition of Guardicore Ltd. ("Guardicore") in October 2021 has enabled us to deliver the Akamai Guardicore Platform, which simplifies enterprise security with broad visibility and granular controls through one console.
The Akamai Guardicore Platform simply and efficiently enables Zero Trust through a fully integrated combination of microsegmentation, Zero Trust Network Access, multi-factor authentication, domain name system ("DNS") firewall and threat hunting.
The platform leverages AI to simplify user experience, vulnerability assessments, compliance and incident response, helping to protect businesses from the threat of ransomware.
AI network labeling examines how assets are behaving and suggests labels to help security teams apply appropriate controls, and generative AI allows security professionals to ask natural language questions of their network, instead of manually poring through logs, to drastically expedite a variety of use cases like compliance scoping and incident response.
Akamai provides a continuum of compute solutions for developers to build and deliver distributed, low-latency applications.
We empower businesses to build and deploy massively scalable applications, distribute them to reduce latency and reach underserved locations and work to optimize and secure experiences and data from the core to the digital touchpoint.
Akamai’s compute solutions include a broad set of distributed cloud and edge computing services, including virtual machines, graphical processing units, cloud storage and databases, network optimization and security services
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
and lightweight serverless functions to help businesses build, deploy and manage applications and workloads with superior performance and affordability on the world’s most distributed platform.
In 2024, we expanded Akamai's compute platform to span 41 datacenters in 36 locations.
This includes upgrades to 5 existing datacenters and the introduction of 11 datacenters.
The locations of these datacenters include Denver, Colorado; Houston, Texas; Querétaro, Mexico; Bogotá, Colombia; Santiago, Chile; Marseille, France; Hamburg, Germany; Johannesburg, South Africa; Auckland, New Zealand; Kuala Lumpur, Malaysia; and Melbourne, Australia.
Distributed compute regions provide access to powerful dedicated compute, storage and networking services in major metros that lack cloud computing options and availability, enabling organizations to place compute-intensive workloads as close as possible to end users.
These regions act as an extension of primary infrastructure deployed in core compute regions for organizations that aim to improve application performance to attract new customers in new or target regions, and/or stabilize performance to meet user expectations.
We also introduced new NVIDIA graphics processing units ("GPUs") to provide better productivity and economics for companies in the media and entertainment industry that are challenged with processing video content faster and more efficiently, and for organizations seeking to deploy AI inferencing workloads closer to end users.
These GPUs are well-suited for video transcoding and live video streaming, virtual reality and augmented reality content, gaming and graphics rendering, training and inference with neural networks, data analysis and scientific computing and high-performance computing applications, such as modeling and simulation, that require fast and efficient processing of large amounts of data.
In November 2024, we launched the Akamai App Platform, a ready-to-run solution that makes it easy to deploy, manage and scale highly distributed applications.
The Akamai App Platform is built on top of the cloud native Kubernetes technology Otomi, which Akamai acquired from Red Kubes Holding B.V. and its subsidiary earlier in the year.
The application platform provides ready-to-run templates that address common challenges in deploying, managing and scaling Kubernetes clusters at scale.
Instead of relying on multiple departments and spending months sourcing, connecting and configuring the software needed to operate Kubernetes fleets, Akamai’s solution automates the provisioning process, allowing developers to build and deploy highly distributed applications in a few clicks.
This can cut deployment time from months to less than an hour and provides near-instant scaling as production workloads grow.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
This platform, which we refer to as Akamai Connected Cloud, is comprised of an edge and cloud architecture and underlying network for cloud computing, security and content delivery services.
Akamai Connected Cloud also offers a continuum of computing designed to efficiently build, deploy and secure performant applications and workloads that require single-digit millisecond latency and global reach.
Our strategy is to help continue to drive this transformation by offering compute, security and content delivery services on Akamai Connected Cloud that empower our customers to compete and operate with the scale, resilience and efficiency that their businesses demand.
Akamai’s security solutions include web
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
application and API protection, bot management and mitigation to protect against credential abuse and account takeover, distributed denial of service ("DDoS") mitigation, protection from in-browser threats to protect against supply chain compromise and audience hijacking.
Based on the concept of least privilege, which dictates that users, applications and services utilize the bare minimum amount of access needed to perform their function, these tools are intended to shift protections from a legacy approach based on establishing a corporate perimeter, to a more modern, risk-based approach.
Our acquisition of Guardicore Ltd. ("Guardicore") in October 2021 was a significant milestone in positioning Akamai as a leader in implementing "zero trust" methodology.
Other solutions in this category include zero trust network access, which replaces legacy virtual private networks, multi-factor authentication, micro-segmentation, which replaces legacy network firewalls and helps protect businesses from the threat of ransomware, and secure internet access, which helps protect against the threat of malware and phishing attacks.
We believe API Security will complement our application and API security portfolio by extending our visibility into the growing API threat landscape.
While many other cloud providers are building their cloud platforms based on a centralized, data center-centric model, Akamai designed its cloud to be massively distributed based on the fundamental belief that modern applications will be comprised of workloads that will need to be automatically and efficiently distributed across a continuum of computing from cloud to edge in order to meet the specific performance and latency needs of that workload.
In 2023, we launched 13 new core computing regions, bringing our total footprint to 24 regions around the world.
In order to continue the expansion of our cloud computing services, we plan to continue increasing the number of computing regions on our platform.
*Diversity*
We track the diversity of our workforce and report quarterly to the board of directors on our progress to improve our representation.
At December 31, 2023, global female representation was 27.4%, up slightly from 27.2.% at the end of 2022.
Racial and ethnic minority representation in the U.S. was 41.1%, up from 40.3% at the end of 2022, and since the end of 2021, our Black representation and Hispanic representation have both increased.
To help us improve the diversity of our workforce, we participate in or sponsor professional development and recruiting forums.
We also train hiring managers to draft inclusive job descriptions intended to broaden the pool of eligible applicants.
As a signatory to the White House Equal Pay Pledge, we are committed to monitoring our pay practices regularly and making adjustments, as necessary, to deliver on this pledge.
or subcontracts terminable at the election of the federal government, and we do not expect such contracts to account for more than 10% of our total revenue in 2024.
An excerpt. Shown here: 40 of 52 rewritten, 40 of 56 added and all 21 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Cover and table of contents
29 rewritten, 3 added, 2 removed, 79 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $13,393.7] [added: $13,428.8] million based on the last reported sale price of the Common Stock on the Nasdaq Global Select Market on June [removed: 30, 2023.][added: 28, 2024.]
The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, as of February [removed: 23, 2024: 151,530,300] [added: 20, 2025: 150,317,536] shares.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relative to the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this annual report on Form 10-K.
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]
| Item 1. | | | [removed: [Business](#i7bc0b21384a14208b605f1b5d8005ffb_13)] [added: [Business](#ic3e22fe7f4c84b4fae19075e9a51605b_13)] | | | [removed: [3](#i7bc0b21384a14208b605f1b5d8005ffb_13)] [added: [3](#ic3e22fe7f4c84b4fae19075e9a51605b_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i7bc0b21384a14208b605f1b5d8005ffb_22)] [added: Factors](#ic3e22fe7f4c84b4fae19075e9a51605b_22)] | | | [removed: [9](#i7bc0b21384a14208b605f1b5d8005ffb_22)] [added: [10](#ic3e22fe7f4c84b4fae19075e9a51605b_22)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7bc0b21384a14208b605f1b5d8005ffb_25)] [added: Comments](#ic3e22fe7f4c84b4fae19075e9a51605b_25)] | | | [removed: [22](#i7bc0b21384a14208b605f1b5d8005ffb_25)] [added: [24](#ic3e22fe7f4c84b4fae19075e9a51605b_25)] | | |
| Item 2. | | | [removed: [Properties](#i7bc0b21384a14208b605f1b5d8005ffb_28)] [added: [Properties](#ic3e22fe7f4c84b4fae19075e9a51605b_31)] | | | [removed: [23](#i7bc0b21384a14208b605f1b5d8005ffb_28)] [added: [25](#ic3e22fe7f4c84b4fae19075e9a51605b_31)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i7bc0b21384a14208b605f1b5d8005ffb_31)] [added: Proceedings](#ic3e22fe7f4c84b4fae19075e9a51605b_34)] | | | [removed: [24](#i7bc0b21384a14208b605f1b5d8005ffb_31)] [added: [25](#ic3e22fe7f4c84b4fae19075e9a51605b_34)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i7bc0b21384a14208b605f1b5d8005ffb_34)] [added: Disclosures](#ic3e22fe7f4c84b4fae19075e9a51605b_37)] | | | [removed: [24](#i7bc0b21384a14208b605f1b5d8005ffb_34)] [added: [25](#ic3e22fe7f4c84b4fae19075e9a51605b_37)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7bc0b21384a14208b605f1b5d8005ffb_40)] [added: Securities](#ic3e22fe7f4c84b4fae19075e9a51605b_43)] | | | [removed: [24](#i7bc0b21384a14208b605f1b5d8005ffb_40)] [added: [25](#ic3e22fe7f4c84b4fae19075e9a51605b_43)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#i7bc0b21384a14208b605f1b5d8005ffb_43)] [added: [\[Reserved\]](#ic3e22fe7f4c84b4fae19075e9a51605b_46)] | | | [removed: [24](#i7bc0b21384a14208b605f1b5d8005ffb_43)] [added: [26](#ic3e22fe7f4c84b4fae19075e9a51605b_46)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7bc0b21384a14208b605f1b5d8005ffb_46)] [added: Operations](#ic3e22fe7f4c84b4fae19075e9a51605b_49)] | | | [removed: [25](#i7bc0b21384a14208b605f1b5d8005ffb_46)] [added: [26](#ic3e22fe7f4c84b4fae19075e9a51605b_49)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7bc0b21384a14208b605f1b5d8005ffb_64)] [added: Risk](#ic3e22fe7f4c84b4fae19075e9a51605b_67)] | | | [removed: [45](#i7bc0b21384a14208b605f1b5d8005ffb_64)] [added: [46](#ic3e22fe7f4c84b4fae19075e9a51605b_67)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7bc0b21384a14208b605f1b5d8005ffb_67)] [added: Data](#ic3e22fe7f4c84b4fae19075e9a51605b_70)] | | | [removed: [47](#i7bc0b21384a14208b605f1b5d8005ffb_67)] [added: [48](#ic3e22fe7f4c84b4fae19075e9a51605b_70)] | | |
| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7bc0b21384a14208b605f1b5d8005ffb_163)] [added: Disclosure](#ic3e22fe7f4c84b4fae19075e9a51605b_160)] | | | [removed: [86](#i7bc0b21384a14208b605f1b5d8005ffb_163)] [added: [89](#ic3e22fe7f4c84b4fae19075e9a51605b_160)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i7bc0b21384a14208b605f1b5d8005ffb_166)] [added: Procedures](#ic3e22fe7f4c84b4fae19075e9a51605b_163)] | | | [removed: [86](#i7bc0b21384a14208b605f1b5d8005ffb_166)] [added: [90](#ic3e22fe7f4c84b4fae19075e9a51605b_163)] | | |
| Item 9B. | | | [Other [removed: Information](#i7bc0b21384a14208b605f1b5d8005ffb_169)] [added: Information](#ic3e22fe7f4c84b4fae19075e9a51605b_166)] | | | [removed: [88](#i7bc0b21384a14208b605f1b5d8005ffb_169)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_166)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7bc0b21384a14208b605f1b5d8005ffb_172)] [added: Inspections](#ic3e22fe7f4c84b4fae19075e9a51605b_172)] | | | [removed: [88](#i7bc0b21384a14208b605f1b5d8005ffb_169)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_166)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7bc0b21384a14208b605f1b5d8005ffb_178)] [added: Governance](#ic3e22fe7f4c84b4fae19075e9a51605b_178)] | | | [removed: [89](#i7bc0b21384a14208b605f1b5d8005ffb_178)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_178)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i7bc0b21384a14208b605f1b5d8005ffb_181)] [added: Compensation](#ic3e22fe7f4c84b4fae19075e9a51605b_181)] | | | [removed: [89](#i7bc0b21384a14208b605f1b5d8005ffb_181)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_181)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7bc0b21384a14208b605f1b5d8005ffb_184)] [added: Matters](#ic3e22fe7f4c84b4fae19075e9a51605b_184)] | | | [removed: [89](#i7bc0b21384a14208b605f1b5d8005ffb_184)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_184)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7bc0b21384a14208b605f1b5d8005ffb_187)] [added: Independence](#ic3e22fe7f4c84b4fae19075e9a51605b_187)] | | | [removed: [89](#i7bc0b21384a14208b605f1b5d8005ffb_187)] [added: [91](#ic3e22fe7f4c84b4fae19075e9a51605b_187)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i7bc0b21384a14208b605f1b5d8005ffb_190)] [added: Services](#ic3e22fe7f4c84b4fae19075e9a51605b_190)] | | | [removed: [90](#i7bc0b21384a14208b605f1b5d8005ffb_190)] [added: [92](#ic3e22fe7f4c84b4fae19075e9a51605b_190)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i7bc0b21384a14208b605f1b5d8005ffb_196)] [added: Schedules](#ic3e22fe7f4c84b4fae19075e9a51605b_196)] | | | [removed: [90](#i7bc0b21384a14208b605f1b5d8005ffb_196)] [added: [92](#ic3e22fe7f4c84b4fae19075e9a51605b_196)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i7bc0b21384a14208b605f1b5d8005ffb_199)] [added: Summary](#ic3e22fe7f4c84b4fae19075e9a51605b_199)] | | | [removed: [94](#i7bc0b21384a14208b605f1b5d8005ffb_199)] [added: [95](#ic3e22fe7f4c84b4fae19075e9a51605b_199)] | | |
| [removed: [SIGNATURES](#i7bc0b21384a14208b605f1b5d8005ffb_202)] [added: [SIGNATURES](#ic3e22fe7f4c84b4fae19075e9a51605b_202)] | | | | | | [removed: [95](#i7bc0b21384a14208b605f1b5d8005ffb_202)] [added: [96](#ic3e22fe7f4c84b4fae19075e9a51605b_202)] | | |
Actual results may differ materially from the forward-looking statements we make as a result of various factors, including, but not limited to: potential slowing revenue growth, global economic and geopolitical conditions, [added: including changes in customer spending and inflation,] our ability to acquire or develop new solutions, our ability to compete effectively, including our ability to continue to grow our compute [added: services and] solutions, security risks stemming from ineffective information technology systems or cybersecurity breaches, risks of maintaining global operations, regulatory developments, intellectual property claims or disputes, investment related risks and maintaining an effective system of internal controls.
For the purposes of this disclosure only, the registrant has assumed that its directors and executive officers (as defined in Rule 3b-7 under the Exchange Act) are the affiliates of the registrant.
| Item 1C. | | | [Cybersecurity](#ic3e22fe7f4c84b4fae19075e9a51605b_28) | | | [24](#ic3e22fe7f4c84b4fae19075e9a51605b_25) | | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| Item 1C. | | | [C](#i7bc0b21384a14208b605f1b5d8005ffb_1678)[yber](#i7bc0b21384a14208b605f1b5d8005ffb_1678)[security](#i7bc0b21384a14208b605f1b5d8005ffb_1678) | | | [22](#i7bc0b21384a14208b605f1b5d8005ffb_25) | | |
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 1C. Cybersecurity
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We provide security, [removed: content] delivery and compute [added: solutions and] services [removed: through Akamai Connected Cloud] and maintain internal systems and other data associated with running our business.
Our current CSO is an accomplished security professional with [added: over] 15 years of experience in building and leading information security teams at both public and private companies.
[added: The Audit Committee] Chair reports to our board at least quarterly on our cybersecurity risk management program, including risk mitigation, cybersecurity incidents and other relevant developments in our cyber threat landscape.
- researching, monitoring and identifying significant cybersecurity threats and risks across Akamai [removed: Connected Cloud] and the larger internet ecosystem taking into account malicious actors, software vulnerabilities and other threat sources;
As applicable, in certain circumstances, we also collaborate with industry partners in the security community, our peers and law [removed: enforcement agencies, to support our cybersecurity threat intelligence capabilities.]
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
enforcement agencies, to support our cybersecurity threat intelligence capabilities.
The Audit Committee
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 2. Properties
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Since May 2022 we have operated as a flexible workplace, where employees can choose to work from their home office, a Company [removed: office] [added: office, an approved workspace] or a [removed: combination of both.][added: combination.]
We also have offices in other locations in the [removed: United States] [added: U.S.] and other countries, the largest of which are Bangalore, India; Krakow, Poland; and Tel Aviv, Israel.
We are continuing to evaluate our facility footprint in light of our FlexBase program, including our plans and ability to sublease excess space.
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3 rewritten, 6 added, 4 removed, 11 unchanged
As of February [removed: 23, 2024,] [added: 20, 2025,] there were [removed: 157] [added: 173] holders of record of our common stock.
The following is a summary of our repurchases of our common stock in the fourth quarter of [removed: 2023] [added: 2024] (in thousands, except share and per share data):
During the year ended December 31, [removed: 2023,] [added: 2024,] we repurchased [removed: 7.8] [added: 5.6] million shares of our common stock for an aggregate purchase price of [removed: $654.0] [added: $557.5] million.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| October 1, 2024 – October 31, 2024 | | | | | | 452,321 | | | | | | $ | 102.87 | | | | | 452,321 | | | | | | $ | 2,072,316 | |
| November 1, 2024 – November 30, 2024 | | | | | | 500,295 | | | | | | 92.86 | | | | | | 500,295 | | | | | | 2,025,861 | | |
| December 1, 2024 – December 31, 2024 | | | | | | 467,548 | | | | | | 97.07 | | | | | | 467,548 | | | | | | 1,980,477 | | |
| Total | | | | | | 1,420,164 | | | | | | $ | 97.43 | | | | | 1,420,164 | | | | | | | | |
Effective May 2024, our board of directors authorized a new $2.0 billion share repurchase program through June 2027, which was in addition to amounts remaining under the January 2022 program.
| October 1, 2023 – October 31, 2023 | | | | | | 170,075 | | | | | | $ | 105.83 | | | | | 170,075 | | | | | | $ | 574,837 | |
| November 1, 2023 – November 30, 2023 | | | | | | 171,914 | | | | | | 109.90 | | | | | | 171,914 | | | | | | 555,943 | | |
| December 1, 2023 – December 31, 2023 | | | | | | 153,634 | | | | | | 117.15 | | | | | | 153,634 | | | | | | 537,944 | | |
| Total | | | | | | 495,623 | | | | | | $ | 110.75 | | | | | 495,623 | | | | | | | | |
Item 6. [Reserved]
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[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 8. Financial Statements and Supplementary Data
482 rewritten, 258 added, 116 removed, 783 unchanged
We have audited the accompanying consolidated balance sheets of Akamai Technologies, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
As described in Notes 2 and 16 to the consolidated financial statements, the Company’s total revenue was [removed: $3.8] [added: $3.991] billion for the year ended December 31, [removed: 2023.][added: 2024.]
Services included in the Company’s contracts consist of security solutions, the delivery of content, applications and software over the internet, [removed: cloud computing] [added: compute] solutions and professional services.
These procedures also included, among others, (i) evaluating and recalculating, on a sample basis, the revenue recognized by obtaining and inspecting source documents, such as executed contracts, invoices, and delivery documents; (ii) testing the delivery documents provided by management; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, [removed: 2023,] [added: 2024,] and for confirmations not returned, obtaining and inspecting source documents, such as executed contracts, invoices, delivery documents, and subsequent cash receipts.
[removed: February 28,] [added: In] 2024
| *(in thousands, except share data)* | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |
| Cash and cash equivalents | | | $ | [added: 517,707 | | | | | $ |] 489,468 | | | | | $ | 542,337 | |
| Marketable securities | | | [removed: 374,971] [added: 1,078,876] | | | | | | [removed: 562,979] [added: 374,971] | | |
| Accounts receivable, net of reserves of [removed: $3,469] [added: $3,522] and [removed: $5,917] [added: $3,469] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 724,302] [added: 727,687] | | | | | | [removed: 679,206] [added: 724,302] | | |
| Prepaid expenses and other current assets | | | [removed: 216,114] [added: 253,827] | | | | | | [removed: 185,040] [added: 216,114] | | |
| Total current assets | | | [removed: 1,804,855] [added: 2,578,097] | | | | | | [removed: 1,969,562] [added: 1,804,855] | | |
| Marketable securities | | | [removed: 1,431,354] [added: 275,592] | | | | | | [removed: 320,531] [added: 1,431,354] | | |
| Property and equipment, net | | | [removed: 1,825,944] [added: 1,995,071] | | | | | | [removed: 1,540,182] [added: 1,825,944] | | |
| Operating lease right-of-use assets | | | [removed: 908,634] [added: 1,006,738] | | | | | | [removed: 813,372] [added: 908,634] | | |
| Acquired intangible assets, net | | | [removed: 536,143] [added: 727,585] | | | | | | [removed: 441,716] [added: 536,143] | | |
| [removed: Goodwill] [added: Beginning balance] | | | [added: $ |] 2,850,470 | | | | | [added: $] | 2,763,838 | | [removed: |]
| Deferred income tax assets | | | [removed: 418,297] [added: 483,249] | | | | | | [removed: 337,677] [added: 418,297] | | |
| Other assets | | | [removed: 124,340] [added: 151,376] | | | | | | [removed: 116,522] [added: 124,340] | | |
| Total assets | | | $ | [removed: 9,900,037] [added: 10,368,785] | | | | | $ | [removed: 8,303,400] [added: 9,900,037] | |
| Accounts payable | | | $ | [removed: 146,927] [added: 130,447] | | | | | $ | [removed: 145,420] [added: 146,927] | |
| Accrued expenses | | | [removed: 352,181] [added: 370,888] | | | | | | [removed: 367,017] [added: 352,181] | | |
| Deferred revenue | | | [removed: 107,544] [added: 149,222] | | | | | | [removed: 105,109] [added: 107,544] | | |
| Operating lease liabilities | | | [removed: 222,944] [added: 259,134] | | | | | | [removed: 196,094] [added: 222,944] | | |
| Other current liabilities | | | [removed: 6,442] [added: 32,516] | | | | | | [removed: 5,228] [added: 6,442] | | |
| Total current liabilities | | | [removed: 836,038] [added: 2,091,323] | | | | | | [removed: 818,868] [added: 836,038] | | |
| Deferred revenue | | | [removed: 23,006] [added: 26,314] | | | | | | [removed: 22,117] [added: 23,006] | | |
| Deferred income tax liabilities | | | [removed: 24,622] [added: 16,066] | | | | | | [removed: 18,400] [added: 24,622] | | |
| Convertible senior notes | | | [removed: 3,538,229] [added: 2,396,695] | | | | | | [removed: 2,285,258] [added: 3,538,229] | | |
| Operating lease liabilities | | | [removed: 774,806] [added: 829,660] | | | | | | [removed: 693,265] [added: 774,806] | | |
| Other liabilities | | | [removed: 106,181] [added: 130,370] | | | | | | [removed: 105,305] [added: 106,181] | | |
| Total liabilities | | | [removed: 5,302,882] [added: 5,490,428] | | | | | | [removed: 3,943,213] [added: 5,302,882] | | |
| Common stock, $0.01 par value; 700,000,000 shares authorized; [removed: 151,232,908] [added: 155,647,988 shares issued] and [removed: 156,494,816] [added: 150,025,096] shares [added: outstanding at December 31, 2024, and 151,232,908 shares] issued and outstanding at December 31, 2023 [removed: and 2022, respectively] | | | [removed: 1,512] [added: 1,556] | | | | | | [removed: 1,565] [added: 1,512] | | |
| Additional paid-in capital | | | [removed: 2,222,993] [added: 2,618,384] | | | | | | [removed: 2,578,603] [added: 2,222,993] | | |
| Accumulated other comprehensive loss | | | [removed: (95,330)] [added: (155,993)] | | | | | | [removed: (140,332)] [added: (95,330)] | | |
| Retained earnings | | | [removed: 2,467,980] [added: 2,972,898] | | | | | | [removed: 1,920,351] [added: 2,467,980] | | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
*Acquisition of Noname Gate Ltd. – Valuation of Completed Technologies*
As described in Note 8 to the consolidated financial statements, in June 2024, the Company completed the acquisition of Noname Gate Ltd. (“Noname Security”) for $452.3 million in cash.
Of the acquired intangible assets, $132.3 million of completed technologies were recorded.
Management applied the multi-period excess earnings method to estimate the fair value of the completed technologies.
Management applied significant judgment in estimating the fair value of the acquired completed technologies, which involved significant estimates and assumptions with respect to forecasted revenue growth rates, forecasted operating margin rates, the technology obsolescence curve and discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of completed technologies acquired in the acquisition of Noname Security is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the completed technologies acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
forecasted revenue growth rates, forecasted operating margin rates, the technology obsolescence curve and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the completed technologies acquired.
These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the completed technologies acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue growth rates, forecasted operating margin rates, the technology obsolescence curve and discount rate.
Evaluating management’s assumptions related to forecasted revenue growth rates and forecasted operating margin rates involved considering (i) the current and past performance of the Noname Security business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the technology obsolescence curve and discount rate assumptions.
February 24, 2025
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| Goodwill | | | 3,151,077 | | | | | | 2,850,470 | | |
| Treasury stock, at cost, 5,622,892 shares at December 31, 2024, and no shares at December 31, 2023 | | | (558,488) | | | | | | — | | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| Net income | | | $ | 504,918 | | | | | $ | 547,629 | | | | | $ | 523,672 | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| Net income | | | $ | 504,918 | | | | | $ | 547,629 | | | | | $ | 523,672 | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
| Balance at December 31, 2022 | | | 156,494,816 | | | | | | $ | 1,565 | | | | | $ | 2,578,603 | | | | | $ | — | | | | | $ | (140,332) | | | | | $ | 1,920,351 | | | | | $ | 4,360,187 | |
| Repurchases of common stock | | | (5,622,892) | | | | | | | | | | | | | | | | | | (558,488) | | | | | | | | | | | | | | | | | | (558,488) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 504,918 | | | | | | 504,918 | | |
| Balance at December 31, 2024 | | | 150,025,096 | | | | | | $ | 1,556 | | | | | $ | 2,618,384 | | | | | $ | (558,488) | | | | | $ | (155,993) | | | | | $ | 2,972,898 | | | | | $ | 4,878,357 | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
Akamai Technologies, Inc. (the “Company”) develops and provides solutions for global enterprises to build, secure and accelerate their applications and digital experiences.
Available-for-sale securities are evaluated for impairment when the fair value declines below the cost basis.
Additionally, the Company considers its intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value.
If a portion of the unrealized loss is due to credit losses, or if the Company does not have the intent or ability to retain its investment in the security, an impairment will be recorded in interest and marketable securities income, net.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
consists of allowances for current expected credit losses.
Fair values determined by Level 1 valuations are based upon the market prices for such investments that are readily available in active markets and Level 2 valuations are based upon the available quoted prices for similar assets in active markets (or identical assets in an inactive market).
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
| | | | | | | | | | | | |
| Balance at January 1, 2021 | | | 162,709,720 | | | | | | $ | 1,627 | | | | | $ | 3,664,820 | | | | | $ | — | | | | | $ | (20,201) | | | | | $ | 605,050 | | | | | $ | 4,251,296 | |
| Repurchases of common stock | | | (4,749,037) | | | | | | | | | | | | | | | | | | (522,255) | | | | | | | | | | | | | | | | | | (522,255) | | |
| Treasury stock retirement | | | | | | | | | (47) | | | | | | (522,208) | | | | | | 522,255 | | | | | | | | | | | | | | | | | | — | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 651,642 | | | | | | 651,642 | | |
Akamai Technologies, Inc. (the “Company”) provides solutions to power and protect life online.
The presentation of certain items in the consolidated statements of cash flows has changed for the prior periods to be comparable with the presentation for the year ended December 31, 2023.
The change had no net impact on the Company's cash flows from operating, investing or financing activities for the prior periods.
The Company reviews all investments for reductions in fair value that are other-than-temporary.
When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of income.
Gains and losses on investments are calculated on the basis of specific identification.
Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary.
Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established.
equivalents and short- and long-term marketable securities, they are classified as Level 1, 2 or 3 within the fair value hierarchy.
Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the reporting date.
Fair values determined by Level 2 inputs utilize data points other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
While GO-NET was in operation, the Company recognized a loss of $14.0 million during the year ended December 31, 2021, which reflects its share of losses incurred by GO-NET during that year.
The fair value of the Company's reporting unit was determined by the Company's enterprise value as of the years ended December 31, 2023, 2022 and 2021.
by accessing content through a local Company server, resulting in better content delivery.
(expense), net.
| Corporate bonds | | | 624,082 | | | | | | — | | | | | | (21,029) | | | | | | 603,053 | | | | | | 362,458 | | | | | | 240,595 | | |
| U.S. government agency obligations | | | 252,573 | | | | | | — | | | | | | (10,391) | | | | | | 242,182 | | | | | | 180,320 | | | | | | 61,862 | | |
| | | | $ | 896,185 | | | | | $ | — | | | | | $ | (31,420) | | | | | $ | 864,765 | | | | | $ | 562,308 | | | | | $ | 302,457 | |
The mutual funds held by the Company that are associated with this plan are classified as restricted trading securities.
| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate bonds | | | 603,053 | | | | | | — | | | | | | 603,053 | | | | | | | | |
| | | | $ | 1,150,809 | | | | | $ | 19,744 | | | | | $ | 1,131,065 | | | | | | | |
As of December 31, 2023 and 2022, the Company grouped money market funds and mutual funds using a Level 1 valuation because market prices for such investments are readily available in active markets.
As of December 31, 2023 and 2022, the Company grouped time deposits, commercial paper, corporate bonds and U.S. government agency obligations using a Level 2 valuation because quoted prices for similar assets in active markets (or identical assets in an inactive market) are available.
| | | | $ | 1,781,518 | | | | | $ | 864,765 | |
| Non-compete agreements | | | — | | | | | | — | | | | | | — | | | | | | 244 | | | | | | (183) | | | | | | 61 | | |
| Total | | | $ | 1,020,275 | | | | | $ | (484,132) | | | | | $ | 536,143 | | | | | $ | 858,361 | | | | | $ | (416,645) | | | | | $ | 441,716 | |
| Beginning balance | | | $ | 2,763,838 | | | | | $ | 2,156,254 | |
| Acquisition of Linode Limited Liability Company | | | — | | | | | | 617,292 | | |
*Lumen*
The preliminary purchase price was $81.8 million and was allocated to a customer-related intangible asset that will be amortized over 12.2 years in a pattern that matches expense with expected economic benefits.
The acquisition is intended to further strengthen the Company's existing content delivery and other businesses as the Company transitions the acquired customers to its Akamai Connected Cloud and offers its portfolio of other services to such customers.
*StackPath*
In August 2023, the Company acquired certain customer contracts from StackPath, LLC ("StackPath"), a content delivery provider, and certain of its affiliates.
An excerpt. Shown here: 40 of 482 rewritten, 40 of 258 added and 40 of 116 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
0 rewritten, 1 added, 0 removed, 1 unchanged
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Item 9A. Controls and Procedures
6 rewritten, 1 added, 11 removed, 11 unchanged
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]
Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2023] [added: 2024] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on this assessment, our management concluded that as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective based on those criteria at the reasonable assurance level.
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this annual report on Form 10-K.
No change in our internal control over financial reporting occurred during the fourth quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
*Remediation of Previously Reported Material Weakness*
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness in internal control over financial reporting related to income taxes was identified in the Company’s internal control over financial reporting as of December 31, 2022.
Specifically, the Company did not design and maintain effective controls over the adoption and application of new accounting standards related to income taxes.
This material weakness resulted in immaterial errors to net deferred tax assets and provision for income taxes for the interim periods ended March 31, 2022, June 30, 2022 and September 30, 2022.
These immaterial errors also resulted in a revision to previously issued quarterly financial statements for each of these periods.
Our management, under the oversight of the Audit Committee, has designed and implemented changes to remediate the material weakness.
We have enhanced the design and precision of our process and control for evaluating the adoption and application of new accounting standards in the area of income taxes.
Our enhanced design includes the involvement of external tax advisors, as applicable.
The material weakness was remediated as of December 31, 2023 as the enhanced control has been implemented for a sufficient period of time and is operating effectively.
Item 9B. Other Information
3 rewritten, 0 added, 7 removed, 7 unchanged
The following table describes, for the quarterly period [removed: ending] [added: ended] December 31, [removed: 2023,] [added: 2024,] each trading arrangement for the sale or purchase of Company securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Mani Sundaram (Executive Vice President and General Manager of the Security Technology Group) | | | Adoption (December [removed: 5, 2023)] [added: 4, 2024)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: March 9,] [added: September 1,] 2025, or such earlier date upon which all transactions are completed or expire without execution | | | Up to [removed: 7,461] [added: 16,867] shares of common stock | | |
| [removed: Edward McGowan] [added: Adam Karon] (Chief [removed: Financial] [added: Operating] Officer and [removed: Treasurer)] [added: General Manager of the Cloud Technology Group)] | | | Adoption (December [removed: 6, 2023)] [added: 2, 2024)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: September 6, 2024,] [added: June 2, 2025,] or such earlier date upon which all transactions are completed or expire without execution | | | Up to [removed: 35,003] [added: 46,778] shares of common [removed: stock1] [added: stock(1)] | | |
| Adam Karon (Chief Operating Officer and General Manager of the Cloud Technology Group) | | | Adoption (December 8, 2023) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until September 8, 2024, or such earlier date upon which all transactions are completed or expire without execution | | | Up to 61,444 shares of common stock2 | | |
| Aaron Ahola (General Counsel and Corporate Secretary) | | | Adoption (December 11, 2023) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until June 11, 2024, or such earlier date upon which all transactions are completed or expire without execution | | | Up to 16,489 shares of common stock3 | | |
The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. McGowan's Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events.
For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.
(2) The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.
(3) The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.
The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Ahola's Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 0 added, 1 removed, 2 unchanged
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Item 10. Directors, Executive Officers and Corporate Governance
0 rewritten, 1 added, 26 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 (the "2025 Proxy Statement").
The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Delinquent Section 16(a) Reports” and “Corporate Governance Highlights” and is incorporated by reference herein.
Our executive officers and directors and their positions as of February 28, 2024, are as follows:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | | | | Position | | |
| F. Thomson Leighton | | | | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | |
| Edward McGowan | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | |
| Aaron Ahola | | | | | | Executive Vice President, General Counsel and Corporate Secretary | | |
| Robert Blumofe | | | | | | Executive Vice President and Chief Technology Officer | | |
| Adam Karon | | | | | | Chief Operating Officer and General Manager of the Cloud Technology Group | | |
| Kim Salem-Jackson | | | | | | Executive Vice President and Chief Marketing Officer | | |
| Paul Joseph | | | | | | Executive Vice President, Global Sales and Services | | |
| Mani Sundaram | | | | | | Executive Vice President and General Manager of the Security Technology Group | | |
| Anthony Williams | | | | | | Executive Vice President and Chief Human Resources Officer | | |
| Sharon Y. Bowen | | | | | | Director | | |
| Marianne C. Brown | | | | | | Director | | |
| Monte E. Ford | | | | | | Director | | |
| Daniel R. Hesse | | | | | | Director | | |
| Peter T. Killalea | | | | | | Director | | |
| Jonathan F. Miller | | | | | | Director | | |
| Madhu Ranganathan | | | | | | Director | | |
| Bernardus Verwaayen | | | | | | Director | | |
| William R. Wagner | | | | | | Director | | |
We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial officer and principal accounting officer or persons serving similar functions and all of our other employees and members of our board of directors.
The text of our amended code of ethics is available on our website at www.akamai.com.
If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.
Item 11. Executive Compensation
0 rewritten, 1 added, 1 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information that will be contained in our 2025 Proxy Statement.
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2024 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Corporate Governance Highlights,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
0 rewritten, 1 added, 1 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information that will be contained in our 2025 Proxy Statement.
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2024 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
0 rewritten, 2 added, 3 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information that will be contained in our 2025 Proxy Statement.
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2024 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions; Code of
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
Ethics; Interest in Annual Meeting Matters,” “Corporate Governance Highlights” and “Compensation Committee Interlocks and Insider Participation.”
Item 14. Principal Accounting Fees and Services
0 rewritten, 1 added, 1 removed, 1 unchanged
The information required by this Item is incorporated herein by reference the information that will be contained in our 2025 Proxy Statement.
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2024 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”
Item 15. Exhibits, Financial Statement Schedules
58 rewritten, 14 added, 40 removed, 13 unchanged
- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
- Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
- Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
| [removed: 3.1(A)] [added: 3.1] | | | [added: | | |] [Amended and Restated Certificate of Incorporation of Akamai Technologies, [removed: Inc., as amended](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000158/exhibit31amendedandrestate.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1086222/000119312524140697/d804411dex31.htm)] | | | [added: | | | 8-K | | | | | | 3.1 | | | | | | May 16, 2024 | | |]
| [removed: 3.2(B)] [added: 3.2] | | | [added: | | |] [Amended and Restated Bylaws of Akamai Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1086222/000108622222000278/ex31akamai-bylaws.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000278/ex31akamai-bylaws.htm)] | | | [added: | | | 8-K | | | | | | 3.1 | | | | | | December 16, 2022 | | |]
| [removed: 3.3(C)] [added: 3.3] | | | [added: | | |] [Amendment No. 1 to Amended and Restated Bylaws of Akamai Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1086222/000119312523237687/d508328dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1086222/000119312523237687/d508328dex31.htm)] | | | [added: | | | 8-K | | | | | | 3.1 | | | | | | September 19, 2023 | | |]
| [removed: 4.1(D)] [added: 4.1] | | | [added: | | |] [Specimen common stock [removed: certificate](http://www.sec.gov/Archives/edgar/data/1086222/000095013599004713/0000950135-99-004713.txt)] [added: certificate](https://www.sec.gov/Archives/edgar/data/1086222/000095013599004713/0000950135-99-004713.txt)] | | | [added: | | | S-1/A | | | | | | 4.1 | | | | | | October 13, 1999 | | |]
| [removed: 4.2(E)] [added: 4.2] | | | [added: | | |] [Indenture (including form of Notes) with respect to Akamai’s 0.125% Convertible Senior Notes due 2025, dated as of May 21, 2018, between Akamai and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit41indenture2018.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit41indenture2018.htm)] | | | [added: | | | 8-K | | | | | | 4.1 | | | | | | May 22, 2018 | | |]
| [removed: 4.3(F)] [added: 4.3] | | | [added: | | |] [Indenture (including form of Notes) with respect to the Registrant’s 0.375% Convertible Senior Notes due September 1, 2027, dated as of August 16, 2019, between the Registrant and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex41.htm)] | | | [added: | | | 8-K | | | | | | 4.1 | | | | | | August 16, 2019 | | |]
| [removed: 4.4(G)] [added: 4.4] | | | [added: | | |] [Indenture (including form of Notes) with respect to the Registrant's 1.125% Convertible Senior Notes due February 15, 2029, dated as of August 18, 2023, between Akamai Technologies, Inc. and U.S. Bank Trust Company, National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1086222/000119312523215943/d525419dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1086222/000119312523215943/d525419dex41.htm)] | | | [added: | | | 8-K | | | | | | 4.1 | | | | | | August 18, 2023 | | |]
| [removed: 4.5(H)] [added: 4.5] | | | [added: | | |] [First Supplemental Indenture with respect to 0.125% Convertible Senior Notes due 2025, dated December 16, 2021, between Akamai Technologies, Inc. and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001086222/000108622221000313/a41firstsupplementalindent.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1086222/000108622221000313/a41firstsupplementalindent.htm)] | | | [added: | | | 8-K | | | | | | 4.1 | | | | | | December 16, 2021 | | |]
| [removed: 4.6(H)] [added: 4.6] | | | [added: | | |] [First Supplemental Indenture with respect to 0.375% Convertible Senior Notes due 2027, dated December 16, 2021, between Akamai Technologies, Inc. and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001086222/000108622221000313/a42firstsupplementalindent.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1086222/000108622221000313/a42firstsupplementalindent.htm)] | | | [added: | | | 8-K | | | | | | 4.2 | | | | | | December 16, 2021 | | |]
| [removed: 4.7(I)] [added: 4.7] | | | [added: | | |] [Description of Registrant's Securities Registered Under Section 12 of the Exchange [removed: Act](http://www.sec.gov/Archives/edgar/data/1086222/000108622220000045/exhibit4410k2019.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1086222/000108622220000045/exhibit4410k2019.htm)] | | | [added: | | | 10-K | | | | | | 4.4 | | | | | | February 28, 2020 | | |]
| [removed: 10.1(J)@] [added: 10.1@] | | | [added: | | |] [Amended and Restated 1999 Employee Stock Purchase Plan of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1086222/000095013506001650/b58056atexv10w5.txt)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1086222/000095013506001650/b58056atexv10w5.txt)] | | | [added: | | | 10-K | | | | | | 10.5 | | | | | | March 16, 2006 | | |]
| [removed: 10.2(K)@] [added: 10.2@] | | | [added: | | |] [Amendment to Amended and Restated 1999 Employee Stock Purchase Plan of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1086222/000119312508111487/dex1046.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1086222/000119312508111487/dex1046.htm)] | | | [added: | | | 10-Q | | | | | | 10.46 | | | | | | May 12, 2008 | | |]
| [removed: 10.3(L)@] [added: 10.3@] | | | [added: | | |] [2009 Akamai Technologies, Inc. Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000119312511147774/dex991.htm)] [added: Plan, as amended](https://www.sec.gov/Archives/edgar/data/1086222/000119312511147774/dex991.htm)] | | | [added: | | | 8-K | | | | | | 99.1 | | | | | | May 23, 2011 | | |]
| [removed: 10.4(M)@] [added: 10.4@*] | | | [added: | | |] [Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000167/secondamendedandrestated20.htm)] [added: Plan, as amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622225000028/exhibit104_10k2024.htm)] | | | [added: | | | | | | | | | | | | | | | | | |]
| [removed: 10.6(O)] [added: 10.5] | | | [added: | | |] [Linode Limited Liability Company 2022 RSU Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000144/exhibit991march212022.htm) | | | [added: | | | S-8 | | | | | | 99.1 | | | | | | March 21, 2022 | | |]
| [removed: 10.7(P)@] [added: 10.6@] | | | [added: | | |] [Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive [removed: Plan, as amended] [added: Plan] (time [removed: vesting)](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000136/akam10q3312019ex1039.htm)] [added: vesting)](https://www.sec.gov/Archives/edgar/data/1086222/000108622219000136/akam10q3312019ex1039.htm)] | | | [added: | | | 10-Q | | | | | | 10.39 | | | | | | May 09, 2019 | | |]
| [removed: 10.8(Q)@] [added: 10.7@] | | | [added: | | |] [Form of [added: Performance-Based] Restricted Stock Unit Agreement for use under the 2013 Stock Incentive [removed: Plan (performance vesting)](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit109_10k2022.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit109_10k2022.htm)] | | | [added: | | | 10-K | | | | | | 10.9 | | | | | | February 28, 2023 | | |]
| [removed: 10.9(R)@] [added: 10.8@] | | | [added: | | |] [Form of [added: Non-Qualified] Stock Option Agreement for use under the 2013 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex104.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex104.htm)] | | | [added: | | | 10-Q | | | | | | 10.4 | | | | | | August 09, 2013 | | |]
| [removed: 10.10(R)] [added: 10.9] | | | [added: | | |] [Form of Deferred Stock Unit Agreement for use under the 2013 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex105.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex105.htm)] | | | [added: | | | 10-Q | | | | | | 10.5 | | | | | | August 09, 2013 | | |]
| [removed: 10.11(Q)@] [added: 10.10@] | | | [added: | | |] [Form of Performance-Based Vesting Restricted Stock Unit Agreement with Retirement [removed: Provision](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit1012_10k2022.htm)] [added: Provision](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit1012_10k2022.htm)] | | | [added: | | | 10-K | | | | | | 10.12 | | | | | | February 28, 2023 | | |]
| [removed: 10.12(Q)@] [added: 10.11@] | | | [added: | | |] [Non-Employee Director Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit1013_10k2022.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622224000216/akam10q9302024ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | November 08, 2024 | | |]
| [removed: 10.14(S)@] [added: 10.12@] | | | [added: | | |] [Form [added: of] Executive Bonus Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000072/formofexecutivebonusplan20.htm) | | | [added: | | | 8-K | | | | | | 99.1 | | | | | | February 24, 2023 | | |]
| [removed: 10.15(T)@] [added: 10.13@] | | | [added: | | |] [Akamai Technologies, Inc. Executive Severance Pay Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000226/exhibit101executivesev.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622219000226/exhibit101executivesev.htm)] | | | [added: | | | 8-K | | | | | | 10.1 | | | | | | October 02, 2019 | | |]
| [removed: 10.16(U)@] [added: 10.14@] | | | [added: | | |] [Form of Change in Control and Severance Agreement](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000054/exhibit991february18th.htm) | | | [added: | | | 8-K | | | | | | 99.1 | | | | | | February 25, 2022 | | |]
| [removed: 10.18(W)@] [added: 10.15@] | | | [added: | | |] [Akamai Technologies, Inc. [added: Amended and Restated] U.S. Non-Qualified Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622215000101/akam10q3312015ex1048.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622224000216/akam10q9302024ex102.htm)] | | | [added: | | | 10-Q | | | | | | 10.2 | | | | | | November 08, 2024 | | |]
| [removed: 10.19(X)@] [added: 10.16@] | | | [added: | | |] [Employment Letter Agreement between the Registrant and F. Thomson Leighton dated February 25, [removed: 2013](http://www.sec.gov/Archives/edgar/data/1086222/000126643213000021/exhibit1028.htm)] [added: 2013](https://www.sec.gov/Archives/edgar/data/1086222/000126643213000021/exhibit1028.htm)] | | | [added: | | | 10-K | | | | | | 10.28 | | | | | | March 01, 2013 | | |]
| [removed: 10.20(U)@] [added: 10.17@] | | | [added: | | |] [Amendment to Employment Letter Agreement between the Registrant and F. Thomson Leighton dated November 12, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1086222/000108622215000184/exhibit993leightonagreemen.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1086222/000108622215000184/exhibit993leightonagreemen.htm)] | | | [added: | | | 8-K | | | | | | 99.3 | | | | | | November 17, 2015 | | |]
| [removed: 10.21(Y)] [added: 10.18] | | | [added: | | |] [Indenture of Lease for 145 Broadway, Cambridge, Massachusetts dated November 7, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit104711kcakamailease.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit104711kcakamailease.htm)] | | | [added: | | | 8-K | | | | | | 10.47 | | | | | | November 10, 2016 | | |]
| [removed: 10.22(Y)] [added: 10.19] | | | [added: | | |] [Must-Take Premises and Right of First Offer Agreement among the Registrant, Boston Properties Limited Partnership and the Trustees of Ten Cambridge Center Trust dated November 7, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit1048musttakeagreeme.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit1048musttakeagreeme.htm)] | | | [added: | | | 8-K | | | | | | 10.48 | | | | | | November 10, 2016 | | |]
| [removed: 10.23(Z)] [added: 10.2] | | | [added: | | |] [150 Broadway Real Property Lease Dated December 20, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000052/exhibit1019-150broadwaylea.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1086222/000108622218000052/exhibit1019-150broadwaylea.htm)] | | | [added: | | | 10-K | | | | | | 10.19 | | | | | | March 01, 2018 | | |]
| [removed: 10.24(AA)†] [added: 10.21†] | | | [added: | | |] [Exclusive Patent and Non-Exclusive Copyright License Agreement, dated as of October 26, 1998, between the Registrant and Massachusetts Institute of [removed: Technology](http://www.sec.gov/Archives/edgar/data/1086222/000095013599004906/0000950135-99-004906.txt)] [added: Technology](https://www.sec.gov/Archives/edgar/data/1086222/000095013599004906/0000950135-99-004906.txt)] | | | [added: | | | S-1/A | | | | | | 10.16 | | | | | | October 28, 1999 | | |]
| [removed: 10.25(BB)] [added: 10.22] | | | [added: | | |] [Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated November 22, 2022](https://www.sec.gov/Archives/edgar/data/1086222/000119312522292004/d271055dex101.htm) | | | [added: | | | 8-K | | | | | | 10.1 | | | | | | November 23, 2022 | | |]
| [removed: 10.26(E)] [added: 10.23] | | | [added: | | |] [Form of Call Option Confirmation between Akamai and each Option [removed: Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit101bondhedgeconfirm.htm)] [added: Counterparty](https://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit101bondhedgeconfirm.htm)] | | | [added: | | | 8-K | | | | | | 10.1 | | | | | | May 22, 2018 | | |]
| [removed: 10.27(E)] [added: 10.24] | | | [added: | | |] [Form of Warrant Confirmation between Akamai and each Option [removed: Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit102warrantconfirmat.htm)] [added: Counterparty](https://www.sec.gov/Archives/edgar/data/1086222/000108622218000117/exhibit102warrantconfirmat.htm)] | | | [added: | | | 8-K | | | | | | 10.2 | | | | | | May 22, 2018 | | |]
| [removed: 10.28(F)] [added: 10.25] | | | [added: | | |] [Form of Call Option Confirmation between the Registrant and each Option [removed: Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex101.htm)] [added: Counterparty](https://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex101.htm)] | | | [added: | | | 8-K | | | | | | 10.1 | | | | | | August 16, 2019 | | |]
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
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| | | | | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit No. | | | | | | Date Filed | | |
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[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit No. | | | | | | Date Filed | | |
| 19.1* | | | | | | [Akamai Technologies, Inc. Statement of Company Policy on Securities Transactions by Akamai Personnel](https://www.sec.gov/Archives/edgar/data/1086222/000108622225000028/exhibit191_10k2024.htm) | | | | | | | | | | | | | | | | | | | | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
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| --- | --- | --- | --- | --- | --- |
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)
| 10.5(N)@ | | | [Amendment No. 1 to Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000192/amendmentno1tosecondamende.htm) | | |
| 10.13(P)@ | | | [Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan (2019)](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000136/akam10q3312019ex1039.htm) | | |
| 10.17(V)@ | | | [Akamai Technologies, Inc. Policy on Departing Director Compensation](http://www.sec.gov/Archives/edgar/data/1086222/000108622217000080/exhibit1027departingdirect.htm) | | |
| 10.32(CC) | | | [F](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000072/formofexecutivebonusplan20.htm)[orm of Executive Annual Incentive Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622223000072/formofexecutivebonusplan20.htm) | | |
________________
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (A) | | | | | | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 18884226) filed with the Commission on June 6, 2018. | | |
| (B) | | | | | | Incorporated by reference to the Registrant’s Annual Report on Form 8-K (File No. 000-27275, 221467934) filed with the Commission on December 16, 2022. | | |
| (C) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 231264379) filed with the Commission on September 19, 2023. | | |
| (D) | | | | | | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-85679, 99727819), as amended, filed with the Commission on October 13, 1999. | | |
| (E) | | | | | | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 18852548) filed with the Commission on May 22, 2018. | | |
| (F) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 191033874) filed with the Commission on August 16, 2019. | | |
| (G) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 231185826) filed with the Commission on August 18, 2023. | | |
| (H) | | | | | | Incorporated by reference to the Registrant’s Annual Report Current Report on Form 8-K (File No. 000-27275, 211497782) filed with the Commission on December 16, 2021. | | |
| (I) | | | | | | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 20670264) filed with the Commission on February 28, 2020. | | |
| (J) | | | | | | Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 06691330) filed with the Commission on March 16, 2006. | | |
| (K) | | | | | | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 08823347) filed with the Commission on May 12, 2008. | | |
| (L) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 11865051) filed with the Commission on May 23, 2011. | | |
| (M) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 22922830) filed with the Commission on May 13, 2022. | | |
| (N) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 23923350) filed with the Commission on May 15, 2023. | | |
| (O) | | | | | | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 21, 2022. | | |
| (P) | | | | | | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 19810440) filed with the Commission on May 9, 2019. | | |
| (Q) | | | | | | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 23685285) filed with the Commission on February 28, 2023. | | |
| (R) | | | | | | Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 131025074) filed with the Commission on August 9, 2013. | | |
| (S) | | | | | | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 23668192) filed with the Commission on February 24, 2023. | | |
| (T) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 191132693) filed with the Commission on October 2, 2019. | | |
| (U) | | | | | | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 22680595) filed with the Commission on February 25, 2022. | | |
| (V) | | | | | | Incorporated by reference to the Registrant's Annual Report on form 10-K (File No. 000-27275, 17647667) filed with the Commission on February 28, 2017. | | |
| (W) | | | | | | Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015. | | |
| (X) | | | | | | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 13657899) filed with the Commission on March 1, 2013. | | |
| (Y) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 161988699) filed with the Commission on November 10, 2016. | | |
| (Z) | | | | | | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 18654889) filed with the Commission on March 1, 2018. | | |
| (AA) | | | | | | Incorporated by reference to the Registrant's Registration Statement on Form S-1/A filed with the Commission on October 28, 1999. | | |
| (BB) | | | | | | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 221416292) filed with the Commission on November 23, 2022. | | |
| (CC) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 23668192) filed with the Commission on February 24, 2023. | | |
_______________
An excerpt. Shown here: 40 of 58 rewritten, all 14 added and all 40 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
13 rewritten, 1 added, 1 removed, 36 unchanged
| February [removed: 28, 2024] [added: 24, 2025] | | | AKAMAI TECHNOLOGIES, INC. | | | | | |
| /s/ F. THOMSON LEIGHTON | | | | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ EDWARD MCGOWAN | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ LAURA HOWELL | | | | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ SHARON Y. BOWEN | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ MARIANNE C. BROWN | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ MONTE E. FORD | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ DANIEL R. HESSE | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ PETER T. KILLALEA | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ JONATHAN F. MILLER | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ MADHU RANGANATHAN | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ BERNARDUS VERWAAYEN | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
| /s/ WILLIAM R. WAGNER | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 24, 2025] | | |
[Table](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [of](#ic3e22fe7f4c84b4fae19075e9a51605b_7) [Content](#ic3e22fe7f4c84b4fae19075e9a51605b_7)[s](#ic3e22fe7f4c84b4fae19075e9a51605b_7)
[Table of](#i7bc0b21384a14208b605f1b5d8005ffb_7) [Contents](#i7bc0b21384a14208b605f1b5d8005ffb_7)