filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Akamai Technologies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Akamai Technologies, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 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, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2022.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition
As described in Notes 2 and 16 to the consolidated financial statements, the Company’s total revenue was $3.991 billion for the year ended December 31, 2024. The Company primarily derives revenue from the sale of services to customers executing contracts having terms of one year or longer. Services included in the Company’s contracts consist of security solutions, the delivery of content, applications and software over the internet, compute solutions and professional services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services. Most security, delivery and compute services represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Company. Accordingly, revenue for those services is recognized over time, generally ratably over the term of the arrangement due to consistent monthly usage commitments that expire each period. A small percentage of the Company's contracts are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at a point in time of delivery or satisfaction of the performance obligation.
The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort involved in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.
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 revenue recognition, including controls over the recording of revenue at the amount of consideration the Company expects to receive as the promised services are delivered to the customer. 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, 2024, and for confirmations not returned, obtaining and inspecting source documents, such as executed contracts, invoices, delivery documents, and subsequent cash receipts.
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
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.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 2025
We have served as the Company’s auditor since 1998.
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
| (in thousands, except share data) | December 31, 2024 | December 31, 2023 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 517,707 | $ | 489,468 | |||||||
| Marketable securities | 1,078,876 | 374,971 | |||||||||
| Accounts receivable, net of reserves of $3,522 and $3,469 at December 31, 2024 and 2023, respectively | 727,687 | 724,302 | |||||||||
| Prepaid expenses and other current assets | 253,827 | 216,114 | |||||||||
| Total current assets | 2,578,097 | 1,804,855 | |||||||||
| Marketable securities | 275,592 | 1,431,354 | |||||||||
| Property and equipment, net | 1,995,071 | 1,825,944 | |||||||||
| Operating lease right-of-use assets | 1,006,738 | 908,634 | |||||||||
| Acquired intangible assets, net | 727,585 | 536,143 | |||||||||
| Goodwill | 3,151,077 | 2,850,470 | |||||||||
| Deferred income tax assets | 483,249 | 418,297 | |||||||||
| Other assets | 151,376 | 124,340 | |||||||||
| Total assets | $ | 10,368,785 | $ | 9,900,037 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 130,447 | $ | 146,927 | |||||||
| Accrued expenses | 370,888 | 352,181 | |||||||||
| Deferred revenue | 149,222 | 107,544 | |||||||||
| Convertible senior notes | 1,149,116 | — | |||||||||
| Operating lease liabilities | 259,134 | 222,944 | |||||||||
| Other current liabilities | 32,516 | 6,442 | |||||||||
| Total current liabilities | 2,091,323 | 836,038 | |||||||||
| Deferred revenue | 26,314 | 23,006 | |||||||||
| Deferred income tax liabilities | 16,066 | 24,622 | |||||||||
| Convertible senior notes | 2,396,695 | 3,538,229 | |||||||||
| Operating lease liabilities | 829,660 | 774,806 | |||||||||
| Other liabilities | 130,370 | 106,181 | |||||||||
| Total liabilities | 5,490,428 | 5,302,882 | |||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued or outstanding | — | — | |||||||||
| Common stock, $0.01 par value; 700,000,000 shares authorized; 155,647,988 shares issued and 150,025,096 shares outstanding at December 31, 2024, and 151,232,908 shares issued and outstanding at December 31, 2023 | 1,556 | 1,512 | |||||||||
| Additional paid-in capital | 2,618,384 | 2,222,993 | |||||||||
| Accumulated other comprehensive loss | (155,993) | (95,330) | |||||||||
| Treasury stock, at cost, 5,622,892 shares at December 31, 2024, and no shares at December 31, 2023 | (558,488) | — | |||||||||
| Retained earnings | 2,972,898 | 2,467,980 | |||||||||
| Total stockholders’ equity | 4,878,357 | 4,597,155 | |||||||||
| Total liabilities and stockholders’ equity | $ | 10,368,785 | $ | 9,900,037 |
The accompanying notes are an integral part of the consolidated financial statements.
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
| (in thousands, except per share data) | For the Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Revenue | $ | 3,991,168 | $ | 3,811,920 | $ | 3,616,654 | |||||||||||
| Costs and operating expenses: | |||||||||||||||||
| Cost of revenue (exclusive of amortization of acquired intangible assets shown below) | 1,620,793 | 1,511,063 | 1,383,819 | ||||||||||||||
| Research and development | 470,876 | 406,048 | 391,434 | ||||||||||||||
| Sales and marketing | 556,781 | 533,226 | 502,409 | ||||||||||||||
| General and administrative | 621,785 | 600,851 | 584,206 | ||||||||||||||
| Amortization of acquired intangible assets | 92,081 | 66,751 | 64,983 | ||||||||||||||
| Restructuring charge | 95,441 | 56,643 | 13,529 | ||||||||||||||
| Total costs and operating expenses | 3,457,757 | 3,174,582 | 2,940,380 | ||||||||||||||
| Income from operations | 533,411 | 637,338 | 676,274 | ||||||||||||||
| Interest and marketable securities income, net | 100,280 | 45,194 | 3,258 | ||||||||||||||
| Interest expense | (27,117) | (17,709) | (11,096) | ||||||||||||||
| Other expense, net | (19,561) | (12,296) | (10,433) | ||||||||||||||
| Income before provision for income taxes | 587,013 | 652,527 | 658,003 | ||||||||||||||
| Provision for income taxes | (82,095) | (106,373) | (126,696) | ||||||||||||||
| Gain (loss) from equity method investment | — | 1,475 | (7,635) | ||||||||||||||
| Net income | $ | 504,918 | $ | 547,629 | $ | 523,672 | |||||||||||
| Net income per share: | |||||||||||||||||
| Basic | $ | 3.34 | $ | 3.59 | $ | 3.29 | |||||||||||
| Diluted | $ | 3.27 | $ | 3.52 | $ | 3.26 | |||||||||||
| Shares used in per share calculations: | |||||||||||||||||
| Basic | 151,392 | 152,510 | 159,089 | ||||||||||||||
| Diluted | 154,346 | 155,397 | 160,467 |
The accompanying notes are an integral part of the consolidated financial statements.
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| For the Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2024 | 2023 | 2022 | ||||||||||||||
| Net income | $ | 504,918 | $ | 547,629 | $ | 523,672 | |||||||||||
| Other comprehensive (loss) gain: | |||||||||||||||||
| Foreign currency translation adjustments | (59,064) | 18,439 | (44,665) | ||||||||||||||
| Change in unrealized (loss) gain on investments, net of income tax benefit (expense) of $515, $(8,562) and $6,589 for the years ended December 31, 2024, 2023 and 2022, respectively | (1,599) | 26,563 | (26,562) | ||||||||||||||
| Other comprehensive (loss) gain | (60,663) | 45,002 | (71,227) | ||||||||||||||
| Comprehensive income | $ | 444,255 | $ | 592,631 | $ | 452,445 |
The accompanying notes are an integral part of the consolidated financial statements.
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| (in thousands) | For the Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 504,918 | $ | 547,629 | $ | 523,672 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 648,410 | 570,776 | 592,754 | ||||||||||||||
| Stock-based compensation | 393,378 | 328,467 | 217,185 | ||||||||||||||
| Benefit for deferred income taxes | (70,268) | (22,987) | (104,971) | ||||||||||||||
| Amortization of debt issuance costs | 6,521 | 5,341 | 4,395 | ||||||||||||||
| Loss (gain) on investments | 5,066 | (311) | 15,895 | ||||||||||||||
| Other non-cash reconciling items, net | 65,488 | 50,221 | 31,063 | ||||||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||||||||||
| Accounts receivable | (22,300) | (49,203) | (21,214) | ||||||||||||||
| Prepaid expenses and other current assets | (46,094) | (18,726) | (20,125) | ||||||||||||||
| Accounts payable and accrued expenses | 344 | (39,825) | (26,499) | ||||||||||||||
| Deferred revenue | 20,687 | 48 | 16,713 | ||||||||||||||
| Other current liabilities | 26,860 | 1,516 | (5,318) | ||||||||||||||
| Other non-current assets and liabilities | (13,839) | (24,507) | 51,126 | ||||||||||||||
| Net cash provided by operating activities | 1,519,171 | 1,348,439 | 1,274,676 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Cash paid for business acquisitions, net of cash acquired | (434,066) | (106,171) | (872,091) | ||||||||||||||
| Cash paid for asset acquisitions | (132,835) | (120,985) | — | ||||||||||||||
| Purchases of property and equipment | (390,433) | (457,909) | (241,266) | ||||||||||||||
| Capitalization of internal-use software development costs | (294,834) | (272,131) | (217,036) | ||||||||||||||
| Purchases of short- and long-term marketable securities | (236,176) | (1,461,890) | (17,975) | ||||||||||||||
| Proceeds from sales of short- and long-term marketable securities | 333,069 | 201,585 | 575,522 | ||||||||||||||
| Proceeds from maturities and redemptions of short- and long-term marketable securities | 352,623 | 375,332 | 156,658 | ||||||||||||||
| Other, net | 3,973 | (6,069) | (6,122) | ||||||||||||||
| Net cash used in investing activities | (798,679) | (1,848,238) | (622,310) | ||||||||||||||
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
| (in thousands) | For the Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from borrowings under revolving credit facility | — | 90,000 | 125,000 | ||||||||||||||
| Repayment of borrowings under revolving credit facility | — | (90,000) | (125,000) | ||||||||||||||
| Proceeds from the issuance of convertible senior notes, net of issuance costs | — | 1,247,388 | — | ||||||||||||||
| Proceeds from the issuance of warrants related to convertible senior notes | — | 90,195 | — | ||||||||||||||
| Purchases of note hedges related to convertible senior notes | — | (236,555) | — | ||||||||||||||
| Proceeds related to the issuance of common stock under stock plans | 61,513 | 62,979 | 56,462 | ||||||||||||||
| Employee taxes paid related to net share settlement of stock awards | (173,176) | (66,222) | (82,236) | ||||||||||||||
| Repurchases of common stock | (557,468) | (654,046) | (608,010) | ||||||||||||||
| Other, net | (10,504) | (360) | (393) | ||||||||||||||
| Net cash (used in) provided by financing activities | (679,635) | 443,379 | (634,177) | ||||||||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | (12,243) | 3,868 | (12,918) | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 28,614 | (52,552) | 5,271 | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 490,470 | 543,022 | 537,751 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 519,084 | $ | 490,470 | $ | 543,022 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Cash paid for income taxes, net of refunds received of $5,888, $11,006 and $15,458 for the years ended December 31, 2024, 2023 and 2022, respectively | $ | 136,322 | $ | 134,478 | $ | 183,900 | |||||||||||
| Cash paid for interest expense | 20,420 | 6,328 | 6,158 | ||||||||||||||
| Cash paid for operating lease liabilities | 288,067 | 257,961 | 224,898 | ||||||||||||||
| Non-cash activities: | |||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 356,912 | 333,590 | 202,409 | ||||||||||||||
| Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses | 55,515 | 65,048 | 80,170 | ||||||||||||||
| Capitalization of stock-based compensation | 107,488 | 83,676 | 33,060 | ||||||||||||||
| Reconciliation of cash, cash equivalents and restricted cash: | |||||||||||||||||
| Cash and cash equivalents | $ | 517,707 | $ | 489,468 | $ | 542,337 | |||||||||||
| Restricted cash | 1,377 | 1,002 | 685 | ||||||||||||||
| Cash, cash equivalents and restricted cash | $ | 519,084 | $ | 490,470 | $ | 543,022 |
The accompanying notes are an integral part of the consolidated financial statements.
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| (in thousands, except share data) | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | 160,512,111 | $ | 1,605 | $ | 3,340,822 | $ | — | $ | (69,105) | $ | 1,256,692 | $ | 4,530,014 | ||||||||||||||||||||||||||||
| Cumulative-effect adjustment from adoption of new accounting pronouncement | (375,414) | 139,987 | (235,427) | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes | 1,697,410 | 17 | (82,294) | (82,277) | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | 687,945 | 7 | 56,563 | 56,570 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 246,872 | 246,872 | |||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (6,402,650) | (608,010) | (608,010) | ||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | (64) | (607,946) | 608,010 | — | |||||||||||||||||||||||||||||||||||||
| Net income | 523,672 | 523,672 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | (44,665) | (44,665) | |||||||||||||||||||||||||||||||||||||||
| Change in unrealized loss on investments, net of tax | (26,562) | (26,562) | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 156,494,816 | $ | 1,565 | $ | 2,578,603 | $ | — | $ | (140,332) | $ | 1,920,351 | $ | 4,360,187 |
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, continued
| (in thousands, except share data) | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 156,494,816 | $ | 1,565 | $ | 2,578,603 | $ | — | $ | (140,332) | $ | 1,920,351 | $ | 4,360,187 | ||||||||||||||||||||||||||||
| Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes | 1,743,329 | 17 | (69,621) | (69,604) | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | 796,541 | 8 | 62,357 | 62,365 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 398,495 | 398,495 | |||||||||||||||||||||||||||||||||||||||
| Issuance of warrants related to convertible senior notes | 90,195 | 90,195 | |||||||||||||||||||||||||||||||||||||||
| Purchase of note hedge related to convertible senior notes, net of deferred taxes of $57,628 | (178,927) | (178,927) | |||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (7,801,778) | (658,187) | (658,187) | ||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | (78) | (658,109) | 658,187 | — | |||||||||||||||||||||||||||||||||||||
| Net income | 547,629 | 547,629 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 18,439 | 18,439 | |||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on investments, net of tax | 26,563 | 26,563 | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 151,232,908 | 1,512 | 2,222,993 | — | (95,330) | 2,467,980 | 4,597,155 | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes | 3,627,278 | 36 | (172,560) | (172,524) | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | 787,802 | 8 | 61,123 | 61,131 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 506,828 | 506,828 | |||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (5,622,892) | (558,488) | (558,488) | ||||||||||||||||||||||||||||||||||||||
| Net income | 504,918 | 504,918 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | (59,064) | (59,064) | |||||||||||||||||||||||||||||||||||||||
| Change in unrealized loss on investments, net of tax | (1,599) | (1,599) | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 150,025,096 | $ | 1,556 | $ | 2,618,384 | $ | (558,488) | $ | (155,993) | $ | 2,972,898 | $ | 4,878,357 |
The accompanying notes are an integral part of the consolidated financial statements.
AKAMAI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Basis of Presentation
Akamai Technologies, Inc. (the “Company”) develops and provides solutions for global enterprises to build, secure and accelerate their applications and digital experiences. Its massively distributed global network is comprised of core and distributed compute sites, more than 4,300 edge points-of-presence in approximately 130 countries and over 700 cities. The Company was incorporated in Delaware in 1998 and is headquartered in Cambridge, Massachusetts. The Company is currently organized and operates as one operating and reportable segment.
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements.
2. Summary of Significant Accounting Policies
Use of Estimates
The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, valuation and impairment of investments and marketable securities, valuation and amortization periods of acquired intangible assets, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, income tax reserves and accounting for stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate.
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid investments with remaining maturities of three months or less at the date of purchase. Marketable securities consist of corporate, government and other securities. Securities having remaining maturities of less than one year from the date of the balance sheet are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheets.
The Company classifies its fixed income securities with readily determinable fair values as available-for-sale. These investments are classified as marketable securities on the consolidated balance sheets and are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss, a separate component of stockholders’ equity.
Available-for-sale securities are evaluated for impairment when the fair value declines below the cost basis. The Company periodically evaluates whether the decline is due to credit losses by considering available evidence regarding these investments including, among other factors, the extent to which, the fair value is less than the cost basis; the financial health of, and business outlook for, the issuer, including industry and sector performance and operational and financing cash flow factors. 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. Assessing the above factors involves inherent uncertainty. 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. Impairments, if recorded, could materially differ from the actual market performance of marketable securities in the Company's portfolio if, among other things, relevant information related to the Company's investments was not publicly available, or other factors not considered by the Company would have been relevant to the determination of impairment.
Accounts Receivable and Related Reserves
The Company’s accounts receivable balance includes unbilled amounts that represent revenue recorded for customers that are typically billed monthly in arrears. The Company records reserves against its accounts receivable balance which primarily
consists of allowances for current expected credit losses. Increases and decreases in the allowance for current expected credit losses are included as a component of general and administrative expense in the consolidated statements of income. The allowance for current expected credit losses has been developed using historical loss rates for the previous twelve months as well as expectations about the future where the Company has been able to develop forecasts to support its estimates. In addition, the allowance considers outstanding balances on a customer-specific, account-by-account basis. The Company assesses collectibility based upon a review of customer receivables from prior sales with collection issues where the Company no longer believes that the customer has the ability to pay for services previously provided. The Company also performs ongoing credit evaluations of its customers. If such an evaluation indicates that payment is no longer reasonably assured for services provided, any future services provided to that customer will result in the creation of a cash-basis reserve until the Company receives consistent payments. The Company does not have any off-balance sheet credit exposure related to its customers.
Incremental Costs to Obtain a Contract with a Customer
The Company capitalizes incremental costs associated with obtaining customer contracts, specifically certain commission and incentive payments. The Company pays commissions and incentives up-front based on contract value upon signing a new arrangement with a customer and upon renewal and upgrades of existing contracts with customers if the renewal and upgrades result in an incremental increase in contract value. To the extent commissions and incentives are earned, the expenses, including estimated payroll taxes, are deferred on the Company's consolidated balance sheet and amortized over the expected life of the customer arrangement on a straight-line basis. Based on the nature of the Company's unique technology and services, and the rate at which the Company continually enhances and updates its technology, the expected life of the customer arrangement is determined to be approximately three years. Additionally, the Company may pay commissions and incentives based upon contract value, rather than incremental increase in contract value, to certain sales groups within the Company. For these commission arrangements, the Company amortizes capitalized costs for contract renewals over an average renewal contract period of 16 months. The Company also incurs commission expense on an ongoing basis based upon revenue recognized. In these cases, no incremental costs are deferred, as the commissions are earned and expensed in the same period for which the associated revenue is recognized.
Amortization of the costs is primarily included in sales and marketing expense in the consolidated statements of income. The current portion of deferred commission and incentive payments is included in prepaid expenses and other current assets, and the long-term portion is included in other assets on the Company's consolidated balance sheets.
Concentrations of Credit Risk
The amounts reflected in the consolidated balance sheets for accounts receivable, other current assets, accounts payable, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities. The Company maintains the majority of its cash, cash equivalents and marketable securities with major financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2024, its concentration of credit risk related to cash equivalents and marketable securities was not significant.
Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales. The Company’s customer base consists of a large number of geographically-dispersed customers diversified across several industries. To reduce risk, the Company routinely assesses the financial strength of its customers. Based on such assessments, the Company believes that its accounts receivable credit risk exposure is limited. For the years ended December 31, 2024, 2023 and 2022, no customer accounted for more than 10% of total revenue. As of December 31, 2024 and 2023, no customer had an accounts receivable balance greater than 10% of total accounts receivable. The Company believes that, as of December 31, 2024 and 2023, its concentration of credit risk related to accounts receivable was not significant.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When the Company has certain financial assets and liabilities recorded at fair value, principally cash 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 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). Fair values determined by Level 3 inputs are based on unobservable data points for the asset or liability.
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally include purchases of items with a per-unit value greater than $1,000 and an estimated useful life greater than one year. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the related lease terms or their estimated useful lives.
The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in income from operations. Repairs and maintenance costs are expensed as incurred.
The Company has implemented software and hardware initiatives to manage its global network more efficiently and, as a result, the expected average useful life of its servers increased from five years to six years, effective January 1, 2023. These changes decreased depreciation expense by $47.7 million for the year ended December 31, 2024, and increased net income by $39.8 million, or $0.26 per share, for the year ended December 31, 2024. These changes decreased depreciation expense by $62.7 million for the year ended December 31, 2023, and increased net income by $52.3 million, or $0.34 per share, for the year ended December 31, 2023.
Operating Leases
The Company enters into operating leases for real estate assets related to office space and co-location assets related to space or racks at co-location facilities and related equipment for its servers and other networking equipment. The Company determines if an arrangement contains a lease at the inception of a contract by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration and the right to obtain the economic benefits from the use of the identified asset.
Upon commencement of a lease, the Company records a right-of-use asset that represents the Company’s right to use the underlying asset for the lease term and a lease liability that represents an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Lease payments are discounted at the lease commencement date. As the implicit rates in the Company’s leases are not readily determinable, an incremental borrowing rate has been applied based on the Company's credit-adjusted risk-free rate.
The Company often enters into contracts that contain both lease and non-lease components. Real estate non-lease components include real estate taxes, insurance, maintenance, parking and other operating costs. Co-location non-lease components include utilities and other operating costs. The Company accounts for both lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, primarily utilities based on actual usage, common area maintenance and real estate taxes, are not included in the measurement of right-of-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs.
The Company’s lease terms often include renewal options and, particularly in the case of co-location arrangements, may include evergreen provisions. The Company’s right-of-use assets and lease liabilities generally do not include the options to extend, or terminate, unless it is reasonably certain that the Company will exercise these options. The Company has elected to exclude leases for certain networking equipment and leases assumed through acquisitions with terms of 12 months or less from its right-of-use assets and lease liabilities on its consolidated balance sheets.
Lease expense is recognized on a straight-line basis over the expected lease term. Reductions in right-of-use assets and changes in lease liabilities are presented on a net basis within other non-current assets and liabilities within the operating section of the Company's consolidated statement of cash flows.
Cost Method Investments
The Company accounts for its cost method investments at cost, less impairment, and adjusts for subsequent observable price changes. The Company's cost method investments consist primarily of equity securities of companies which do not have readily determinable fair values, and in which the Company does not have the ability to exercise significant influence over the companies' operations. As of December 31, 2024 and 2023, the carrying amount of the Company's cost method investments was $20.5 million and $19.6 million, respectively, and are included in other assets in the consolidated balance sheets. In 2024
and 2022, impairment losses of $5.1 million and $8.9 million, respectively, were recognized in other expense, net within the Company's consolidated statements of income. There were no impairments in 2023.
Equity Method Investments
The Company accounts for equity investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting. Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize the Company’s share of earnings or losses.
The Company and Mitsubishi UFJ Financial Group ("MUFG") established Global Open Network, Inc. ("GO-NET") as a joint venture. The Company's 20% stake in GO-NET was accounted for using the equity method. In 2022, MUFG announced its intention to suspend operations and liquidate GO-NET. The liquidation was finalized in 2023. Due to these actions, the Company impaired its remaining investment of $7.5 million in GO-NET in 2022. In 2023, a gain of $1.5 million was recognized related to the Company's receipt of its share of GO-NET's remaining assets upon final liquidation.
While GO-NET was in operation, the Company recognized revenue of $4.0 million for the year ended December 31, 2022 for services provided to GO-NET. The Company no longer provided these services after June 2022 due to the suspension of operations.
Goodwill, Acquired Intangible Assets and Long-Lived Assets
Goodwill is the amount by which the cost of acquired net assets in a business combination exceeds the fair value of the net identifiable assets on the date of purchase and is carried at its historical cost. The Company tests goodwill for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its impairment test of goodwill as of December 31 each year. As of December 31, 2024, 2023 and 2022, the Company concluded that it has one reporting unit and that its chief operating decision maker is its chief executive officer and the executive management team. The Company has assigned the entire balance of goodwill to one reporting unit. The fair value of the reporting unit was based on the Company's market capitalization as of each of December 31, 2024 and 2023, and it was substantially in excess of the carrying value of the reporting unit at each date.
Acquired intangible assets consist of completed technologies, customer-related intangible assets, trademarks and trade names and acquired license rights. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset. Significant judgment is used in determining fair values of acquired intangibles assets and their estimated useful lives. Fair value and useful life determinations may be based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in calculating present values.
Long-lived assets, including property and equipment, operating lease right-of-use assets and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, significant decreases in the Company’s market capitalization, facility closures or work-force reductions indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset.
Contract Liabilities
Contract liabilities primarily represent payments received from customers for which the related performance obligations have not yet been satisfied. These balances consist of the unearned portion of monthly service fees and integration fees and prepayments made by customers for future periods. The current and long-term portions of the Company's contract liabilities are included in deferred revenue in the respective sections of the Company's consolidated balance sheets.
Revenue Recognition
The Company primarily derives revenue from the sale of services to customers executing contracts having terms of one year or longer. Services included in the Company's contracts consist of security solutions, the delivery of content, applications and software over the internet, compute solutions and professional services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services.
The Company enters into contracts that may include various combinations of these services, which are generally capable of being distinct and accounted for as separate performance obligations. These contracts generally commit the customer to a minimum of monthly, quarterly or annual levels of usage and specify the rate at which the customer must pay for actual usage above the stated minimum. Based on the typical structure of the Company's contracts, which are generally for monthly recurring services that are essentially the same over time and have the same pattern of transfer to the customer, most performance obligations represent a promise to deliver a series of distinct services over time.
The Company's contracts with customers sometimes include promises to deliver multiple services to a customer. Determining whether services are distinct performance obligations often requires the exercise of judgment by management. For example, advanced features that enhance a service and are highly interrelated are generally not considered distinct; rather, they are combined with the service they relate to into one performance obligation. Different determinations related to combining services into performance obligations could result in differences in the timing and amount of revenue recognized in a period.
Generally, the transaction price in a contract is equal to the committed price stated in the contract, less any discounts or rebates. The Company's typical contracts qualify for series accounting, and the pricing terms generally do not require estimation of the transaction price beyond the reporting period. As a result, any incremental fees generated as a result of usage or “bursting” over committed contract levels are recorded in the period to which the services relate. The amount of consideration recognized for usage above contract minimums is limited to the amount the Company expects to be entitled to receive in exchange for providing the services. Once the transaction price has been determined, the Company allocates such price among all performance obligations in the contract on a relative standalone selling price (“SSP”) basis.
Determination of SSP requires the exercise of judgment by management. SSP is based on observable inputs such as the price the Company charges for the service when sold separately or the discounted list price per management’s approved price list. In cases where services are not sold separately or price list rates are not available, a cost-plus-margin approach or adjusted market approach is used to determine SSP.
Most security, delivery and compute services represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Company. Accordingly, revenue for those services is recognized over time, generally ratably over the term of the arrangement due to consistent monthly usage commitments that expire each period. Any bursting over given commitments is recognized in the period in which the usage was served. For services that involve traffic consumption, revenue is recognized in an amount that reflects the level of traffic served to a customer in a given period. For custom arrangements, other methods may be used as a measure of progress towards satisfying the performance obligations.
A small percentage of the Company's contracts are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at the point in time of delivery or satisfaction of the performance obligation.
From time to time, the Company enters into contracts to sell its services or license its technology to unrelated enterprises at or about the same time that it enters into contracts to purchase products or services from the same enterprises. Consideration payable to a customer is reviewed as part of the transaction price. If the payment to the customer does not represent payment for a distinct service, revenue is recognized only up to the net amount of consideration after customer payment obligations are considered. The Company may also resell the licenses or services of third parties. If the Company is acting as an agent in an arrangement with a customer to provide third party services, the transaction price reflects only the net amount to which the Company will be entitled, after accounting for payments made to the third party responsible for satisfying the performance obligation.
Cost of Revenue
Cost of revenue consists primarily of fees paid to network providers for bandwidth and to third-party network data centers for housing servers, also known as co-location costs. Cost of revenue also includes employee costs for services delivery and network operation, build-out and support of the Company's network; network storage costs; cost of software licenses; depreciation of network equipment used to deliver the Company’s services; and amortization of network-related internal-use software. The Company enters into contracts for bandwidth with third-party network providers with terms typically ranging from several months to two years. These contracts generally commit the Company to pay minimum monthly fees plus additional fees for bandwidth usage above the committed level. In some circumstances, internet service providers (“ISPs”) make rack space available for the Company to locate its servers and provide access to their bandwidth at a discount or no cost. Although the Company does not provide any goods or services to the ISPs or the ISPs’ customers under these arrangements, the ISPs and their customers indirectly benefit by accessing content through a local Company server, resulting in better content
delivery. The Company records the cost of these vendor relationships at their negotiated transaction price, which is either at a discount or no cost.
Research and Development Costs and Capitalized Internal-Use Software
Research and development costs consist primarily of payroll and related personnel costs for the design, development, deployment, testing and enhancement of the Company’s solutions and global network. Costs incurred in the development of the Company’s services are expensed as incurred, except certain internal-use software development costs eligible for capitalization.
Capitalized costs include external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s engineering, research and development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project; capitalization continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life-cycle are expensed as incurred. The Company amortizes completed internal-use software that is used on its network to cost of revenue over its estimated useful life.
Restructuring Charges
The Company classifies certain expenses as restructuring charges that result from programs that have significantly changed either the scope of the business undertaken by management or the manner in which that business is conducted. These charges include employee severance and related expenses for workforce reductions, impairments of long-lived assets that will no longer be used in operations (including acquired intangible assets, operating lease right-of-use assets, other facility-related property and equipment and internal-use software) and termination fees for any contracts cancelled as part of these programs.
Employee severance and related expenses are recognized when the action giving rise to the expense is probable. Employee severance and related expenses are based upon contractual severance plans.
Stock-Based Compensation
The Company issues various forms of stock-based compensation, which includes stock options, restricted stock, restricted stock units and deferred stock units, and has an employee stock purchase plan (collectively referred to as "stock awards"). The Company’s stock awards are classified as equity and the fair value is determined at the time of grant, unless the number of shares to be granted is unknown. Stock awards that are settleable in shares based upon a future determinable stock price are classified as liabilities until the price is established and the resulting number of shares are known, at which time the stock awards are re-classified to equity. For liability-classified awards, the fair value is determined each reporting period beginning at the grant date until final vesting.
The Company has selected the Black-Scholes option-pricing model to determine the fair value of its stock options. For stock awards with market-based vesting conditions, the Company uses a Monte Carlo simulation to determine the fair value of the award. For stock awards that contain only a service-based vesting feature, the Company recognizes compensation cost on a straight-line basis over the award's vesting period. For awards with a performance-based vesting condition feature, the Company recognizes compensation cost on a graded-vesting basis over the award's expected vesting period, commencing when achievement of the performance condition is deemed probable. In addition, for awards that vest and become exercisable only upon achievement of specified performance conditions, the Company makes judgments and estimates each quarter about the probability that such performance conditions will be met or achieved.
The Company excludes from stock-based compensation the fair value of stock awards it estimates will be forfeited. Forfeitures are estimated using historical forfeiture rates, adjusted for any non-recurring one-time events, and are revised in subsequent periods if actual forfeitures differ from those estimates.
Foreign Currency Translation and Forward Currency Contracts
The assets and liabilities of the Company's subsidiaries are translated at the applicable exchange rate as of the balance sheet date, and revenue and expenses are translated at an average rate over the period. Resulting currency translation adjustments are recorded as a component of accumulated other comprehensive loss, a separate component of stockholders’ equity. Gains and losses on inter-company and other non-functional currency transactions are recorded in other (expense) income, net.
The Company enters into short-term foreign currency forward contracts to offset foreign exchange gains and losses generated by the re-measurement of certain assets and liabilities recorded in non-functional currencies. Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in current earnings in other income (expense), net. As of December 31, 2024 and 2023, the fair value of the forward currency contracts and the underlying gains and losses for the years ended December 31, 2024, 2023 and 2022 were immaterial.
The Company's foreign currency forward contracts may be exposed to credit risk to the extent that its counterparties are unable to meet the terms of the agreements. The Company seeks to minimize counterparty credit (or repayment) risk by entering into transactions only with major financial institutions of investment grade credit rating.
Income Taxes
The Company's provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated as the estimated future tax effects attributable to temporary differences and carryforwards using expected tax rates in effect in the years during which the differences are expected to reverse or the carryforwards are expected to be realized.
The Company currently has net deferred tax assets consisting of net operating loss (“NOL”) carryforwards, tax credit carryforwards and deductible temporary differences. Management periodically weighs the positive and negative evidence to determine if it is more-likely-than-not that some or all of the deferred tax assets will be realized.
The Company has recorded certain tax reserves to address potential exposures involving its income tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions. The Company's estimate of the value of its tax reserves contains assumptions based on past experiences and judgments about the interpretation of statutes, rules and regulations by taxing jurisdictions. It is possible that the costs of the ultimate tax liability or benefit from these matters may be more or less than the amount the Company estimated.
Uncertainty in income taxes is recognized in the Company's consolidated financial statements using a two-step process. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to be sustained based on technical merit, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.
Recently Adopted Accounting Pronouncements
Effective January 1, 2022, the Company adopted guidance issued by the Financial Accounting Standards Board ("FASB") associated with accounting for convertible instruments and contracts in an entity’s own equity on a modified retrospective basis. Prior to the adoption of this guidance, the Company separated its convertible senior notes into a liability and an equity component. The equity portion was eliminated. The net effect of adoption was recorded as an increase of $140.0 million to retained earnings as of January 1, 2022.
With the elimination of the debt discount created by the equity component, amortization of the debt discount to interest expense was eliminated. Additionally, the guidance eliminated the application of the treasury stock method and required the application of the if-converted method for convertible instruments that can be settled in whole or in part with equity, when calculating diluted earnings per share.
For the annual period ending December 31, 2024, the Company adopted guidance issued by the FASB to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense and application of all segment disclosure requirements to entities with a single reportable segment, on a retrospective basis. Other than additional required disclosures, adoption of the standard did not have an impact on the Company's consolidated financial statements.
Recent Accounting Pronouncements
In November 2024, the FASB issued guidance to enhance income statement disclosures through additional disclosures of specified information about certain costs and expenses. This guidance will be effective for the Company's annual period ending December 31, 2027 and interim periods beginning on January 1, 2028, and is to be applied prospectively with the option to adopt retrospectively. The Company is evaluating the impact the update will have on its disclosures.
In December 2023, the FASB issued guidance to improve income tax disclosures, primarily through enhanced disclosures for the rate reconciliation and income taxes paid, in addition to the modification or elimination of other disclosures. This guidance will be effective for the Company's annual period ending December 31, 2025 and is to be applied prospectively with the option to adopt retrospectively. The Company is evaluating the impact the update will have on its disclosures.
3. Investments and Fair Value Measurements
Available-for-sale marketable securities held as of December 31, 2024 and 2023 were as follows (in thousands):
| Gross Unrealized | Aggregate Fair Value | Classification on Balance Sheet | |||||||||||||||||||||||||||||||||
| Amortized Cost | Short-Term Marketable Securities | Long-Term Marketable Securities | |||||||||||||||||||||||||||||||||
| As of December 31, 2024 | Gains | Losses | |||||||||||||||||||||||||||||||||
| Time deposits | $ | 11,330 | $ | — | $ | — | $ | 11,330 | $ | 11,330 | $ | — | |||||||||||||||||||||||
| Corporate bonds | 1,003,915 | 1,369 | (307) | 1,004,977 | 808,800 | 196,177 | |||||||||||||||||||||||||||||
| U.S. government agency obligations | 303,816 | 567 | (36) | 304,347 | 249,318 | 55,029 | |||||||||||||||||||||||||||||
| $ | 1,319,061 | $ | 1,936 | $ | (343) | $ | 1,320,654 | $ | 1,069,448 | $ | 251,206 | ||||||||||||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Time deposits | $ | 14,426 | $ | — | $ | — | $ | 14,426 | $ | 14,426 | $ | — | |||||||||||||||||||||||
| Commercial paper | 6,249 | — | (5) | 6,244 | 6,244 | — | |||||||||||||||||||||||||||||
| Corporate bonds | 1,328,980 | 6,429 | (4,201) | 1,331,208 | 276,975 | 1,054,233 | |||||||||||||||||||||||||||||
| U.S. government agency obligations | 428,157 | 2,462 | (979) | 429,640 | 74,369 | 355,271 | |||||||||||||||||||||||||||||
| $ | 1,777,812 | $ | 8,891 | $ | (5,185) | $ | 1,781,518 | $ | 372,014 | $ | 1,409,504 |
The Company holds money market funds and mutual funds, which are classified as equity securities. These securities are not included in the available-for-sale securities table above, but are included in marketable securities in the consolidated balance sheet.
Unrealized gains and unrealized losses on investments classified as available-for-sale are included within accumulated other comprehensive loss in the consolidated balance sheets. Upon realization, those amounts are reclassified from accumulated other comprehensive loss to interest and marketable securities income, net in the consolidated statements of income. As of December 31, 2024, the Company held for investment corporate bonds with a fair value of $14.4 million, which are classified as available-for-sale marketable securities and have been in a continuous unrealized loss position for more than 12 months. The unrealized losses related to these securities were insignificant and are included in accumulated other comprehensive loss as of December 31, 2024. The unrealized losses are attributable to changes in interest rates. Based on the evaluation of available evidence, the Company does not believe any portion of the unrealized loss is due to credit losses.
Fair Value Measurements
The fair value measurements within the fair value hierarchy of the Company’s financial assets as of December 31, 2024 and 2023 were as follows (in thousands):
| Total Fair Value | Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||||
| Level 1 | Level 2 | ||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||
| Cash Equivalents and Marketable Securities: | |||||||||||||||||||||||
| Money market funds | $ | 163,722 | $ | 163,722 | $ | — | |||||||||||||||||
| Time deposits | 64,202 | — | 64,202 | ||||||||||||||||||||
| Corporate bonds | 1,004,977 | — | 1,004,977 | ||||||||||||||||||||
| U.S. government agency obligations | 304,347 | — | 304,347 | ||||||||||||||||||||
| Mutual funds | 26,580 | 26,580 | — | ||||||||||||||||||||
| $ | 1,563,828 | $ | 190,302 | $ | 1,373,526 | ||||||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||
| Cash Equivalents and Marketable Securities: | |||||||||||||||||||||||
| Money market funds | $ | 177,240 | $ | 177,240 | $ | — | |||||||||||||||||
| Time deposits | 39,670 | — | 39,670 | ||||||||||||||||||||
| Commercial paper | 6,244 | — | 6,244 | ||||||||||||||||||||
| Corporate bonds | 1,331,208 | — | 1,331,208 | ||||||||||||||||||||
| U.S. government agency obligations | 429,640 | — | 429,640 | ||||||||||||||||||||
| Mutual funds | 22,942 | 22,942 | — | ||||||||||||||||||||
| $ | 2,006,944 | $ | 200,182 | $ | 1,806,762 |
As of December 31, 2024 and 2023, the fair value of the Company's financial assets were determined utilizing a Level 1 or Level 2 valuation. 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). The Company did not have any transfers of assets or liabilities between Level 1 or Level 2 of the fair value measurement hierarchy during the years ended December 31, 2024 and 2023.
When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about the assumptions market participants would use to estimate the fair value of a financial instrument.
Contractual maturities of the Company’s available-for-sale marketable securities held as of December 31, 2024 and 2023 were as follows (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Due in 1 year or less | $ | 1,069,448 | $ | 372,014 | |||||||
| Due after 1 year through 5 years | 251,206 | 1,409,504 | |||||||||
| $ | 1,320,654 | $ | 1,781,518 |
4. Accounts Receivable
Net accounts receivable consisted of the following as of December 31, 2024 and 2023 (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Trade accounts receivable | $ | 508,928 | $ | 516,175 | |||||||
| Unbilled accounts receivable | 222,281 | 211,596 | |||||||||
| Gross accounts receivable | 731,209 | 727,771 | |||||||||
| Allowances for current expected credit losses and other reserves | (3,522) | (3,469) | |||||||||
| Accounts receivable, net | $ | 727,687 | $ | 724,302 |
A summary of activity in the accounts receivable allowance for current expected credit losses and other reserves for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Beginning balance | $ | 3,469 | $ | 5,917 | $ | 1,397 | |||||||||||
| Charges to income from operations | 6,954 | 13,431 | 9,292 | ||||||||||||||
| Collections from customers previously reserved and other | (6,901) | (15,879) | (4,772) | ||||||||||||||
| Ending balance | $ | 3,522 | $ | 3,469 | $ | 5,917 |
Charges to income from operations primarily represents charges to provision for doubtful accounts for increases in the allowance for current expected credit losses.
5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following as of December 31, 2024 and 2023 (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Prepaid income taxes | $ | 36,822 | $ | 33,448 | |||||||
| Prepaid sales and other taxes | 39,069 | 40,843 | |||||||||
| Prepaid software and related service costs | 35,490 | 29,155 | |||||||||
| Deferred commissions | 72,391 | 44,383 | |||||||||
| Other prepaid expenses | 23,604 | 26,316 | |||||||||
| Other current assets | 46,451 | 41,969 | |||||||||
| Total | $ | 253,827 | $ | 216,114 |
Incremental Costs to Obtain a Contract with a Customer
Deferred costs associated with obtaining customer contracts, specifically commission and incentive payments, as of December 31, 2024 and 2023 were as follows (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Deferred costs included in prepaid expenses and other current assets | $ | 72,391 | $ | 44,383 | |||||||
| Deferred costs included in other assets | 58,996 | 42,738 | |||||||||
| Total deferred costs | $ | 131,387 | $ | 87,121 |
Information related to incremental costs to obtain a contract with a customer for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Amortization expense related to deferred costs | $ | 66,366 | $ | 50,414 | $ | 52,691 | |||||||||||
| Incremental costs capitalized | $ | 114,238 | $ | 70,072 | $ | 47,416 |
Amortization expense related to deferred costs is primarily included in sales and marketing expense in the consolidated statements of income.
6. Property and Equipment
Property and equipment consisted of the following as of December 31, 2024 and 2023 (in thousands, except years):
| December 31, 2024 | December 31, 2023 | Estimated Useful Life (in years) | |||||||||||||||
| Computer and networking equipment | $ | 2,665,002 | $ | 2,456,470 | 3-7 | ||||||||||||
| Purchased software | 88,033 | 96,979 | 3-10 | ||||||||||||||
| Furniture and fixtures | 63,876 | 67,657 | 1-7 | ||||||||||||||
| Office equipment | 36,340 | 40,546 | 3-5 | ||||||||||||||
| Leasehold improvements | 197,663 | 214,712 | 1-15 | ||||||||||||||
| Internal-use software | 2,103,054 | 1,829,933 | 2-10 | ||||||||||||||
| Property and equipment, gross | 5,153,968 | 4,706,297 | |||||||||||||||
| Accumulated depreciation and amortization | (3,158,897) | (2,880,353) | |||||||||||||||
| Property and equipment, net | $ | 1,995,071 | $ | 1,825,944 |
Depreciation and amortization expense on property and equipment and capitalized internal-use software for the years ended December 31, 2024, 2023 and 2022 was $556.0 million, $504.0 million and $527.8 million, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company capitalized $105.3 million, $81.8 million and $32.3 million, respectively, of stock-based compensation related to employees who developed and enhanced internal-use software applications.
During the years ended December 31, 2024 and 2023, the Company wrote off $250.6 million and $174.3 million, respectively, of property and equipment, gross, along with the associated accumulated depreciation and amortization. The write-offs were primarily related to computer and networking equipment and internal-use software no longer in use. These assets had been substantially depreciated and amortized. In addition, the Company recorded a restructuring charge of $32.8 million and $13.8 million during the years ended December 31, 2024 and 2023, respectively, related to the impairment of internal-use software and facility-related property and equipment.
7. Acquired Intangible Assets and Goodwill
Acquired intangible assets that are subject to amortization consisted of the following as of December 31, 2024 and 2023 (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Completed technologies | $ | 463,766 | $ | (223,480) | $ | 240,286 | $ | 354,539 | $ | (196,572) | $ | 157,967 | |||||||||||||||||||||||
| Customer-related intangible assets | 758,817 | (313,991) | 444,826 | 616,267 | (273,758) | 342,509 | |||||||||||||||||||||||||||||
| Trademarks and trade names | 15,318 | (10,579) | 4,739 | 14,659 | (9,117) | 5,542 | |||||||||||||||||||||||||||||
| Acquired license rights | 44,810 | (7,076) | 37,734 | 34,810 | (4,685) | 30,125 | |||||||||||||||||||||||||||||
| Total | $ | 1,282,711 | $ | (555,126) | $ | 727,585 | $ | 1,020,275 | $ | (484,132) | $ | 536,143 |
Aggregate expense related to amortization of acquired intangible assets for the years ended December 31, 2024, 2023 and 2022 was $92.1 million, $66.8 million and $65.0 million, respectively. Based on the Company's acquired intangible assets as of December 31, 2024, aggregate expense related to amortization of acquired intangible assets is expected to be $111.5 million, $104.1 million, $89.2 million, $81.9 million and $76.0 million for the years ending December 31, 2025, 2026, 2027, 2028 and 2029, respectively. During 2024, the Company recorded a restructuring charge of $23.7 million related to the impairment of completed technologies and customer-related acquired intangible assets whose values were no longer supported by future cash flows. The impairment primarily related to acquired intangible assets acquired as part of the Neosec, Inc. ("Neosec") acquisition.
The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows (in thousands):
| 2024 | 2023 | ||||||||||
| Beginning balance | $ | 2,850,470 | $ | 2,763,838 | |||||||
| Acquisition of Noname Gate Ltd. | 312,065 | — | |||||||||
| Acquisition of StorageOS, Inc. | — | 14,046 | |||||||||
| Acquisition of Neosec, Inc. | — | 66,882 | |||||||||
| Measurement period adjustments related to acquisitions completed in prior years | 18 | — | |||||||||
| Foreign currency translation | (11,476) | 5,704 | |||||||||
| Ending balance | $ | 3,151,077 | $ | 2,850,470 |
8. Acquisitions
Asset Acquisitions
The Company acquired certain customer contracts from Edgio, Inc. ("Edgio"), Lumen Technologies, Inc. ("Lumen") and StackPath, LLC ("StackPath"), and certain of their affiliates. The acquisitions are intended to further strengthen the Company's existing delivery and security businesses by integrating the acquired customers to its platform and offering them the Company’s broader portfolio of services. Substantially all of the purchase price related to these acquisitions has been ascribed to customer-related acquired intangible assets.
The following table summarizes the details of the asset acquisitions:
| Asset Acquisition | Acquisition Date | Purchase Price (1) (in thousands) | Weighted Average Amortization Period (in years) | ||||||||||||||||||||
| Edgio | December 2024 | $ | 158,247 | (2)(3) | 9.0 | ||||||||||||||||||
| Lumen | October 2023 | $ | 79,682 | 12.2 | |||||||||||||||||||
| StackPath | August 2023 | $ | 51,211 | 13.4 |
(1) Includes capitalized transaction costs and a portion of the transition services agreement costs.
(2) Purchase price is estimated and is subject to adjustment for certain post-closing activities expected to be completed in the first quarter of 2025.
(3) As of December 31, 2024, the Company paid the majority of the purchase price in cash to Edgio and expects to pay the remaining consideration, if any, by the end of the first quarter of 2025.
Business Acquisitions
Business acquisition-related costs were $7.5 million, $2.7 million and $10.7 million during the years ended December 31, 2024, 2023 and 2022, respectively, and are included in general and administrative expense in the consolidated statements of income. Pro forma results of operations for the acquisitions completed in the years ended December 31, 2024, 2023 and 2022 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company's consolidated financial results. Revenue and earnings of the acquired companies since the dates of the acquisitions are included in the Company's consolidated statements of income and are not presented separately because they are not material.
Noname Security
In June 2024, the Company acquired all the outstanding equity interests of Noname Gate Ltd. ("Noname Security") for $452.3 million in cash, subject to post-closing adjustments. Noname Security is intended to expand the Company’s existing application programming interface ("API") security offering by providing more flexible deployment options, extensive vendor integrations and enhanced attack analysis. The Company believes this acquisition will accelerate its ability to meet increasing customer and market demand. As of December 31, 2024, the purchase price allocation is preliminary, pending finalization of net working capital and certain income tax matters.
The preliminary allocation of the purchase price for Noname Security and fair values of the assets acquired and liabilities assumed were as follows (in thousands):
| Total purchase consideration | $ | 452,319 | ||||||
| Allocation of the purchase consideration: | ||||||||
| Cash | $ | 18,253 | ||||||
| Accounts receivable | 5,984 | |||||||
| Prepaid expenses and other current assets | 3,020 | |||||||
| Identifiable intangible assets | 137,800 | |||||||
| Deferred income tax assets | 2,487 | |||||||
| Total assets acquired | 167,544 | |||||||
| Accounts payable | (2,074) | |||||||
| Accrued expenses | (5,926) | |||||||
| Deferred revenue | (19,289) | |||||||
| Total liabilities assumed | (27,289) | |||||||
| Identifiable net assets acquired | 140,255 | |||||||
| Goodwill | 312,064 | |||||||
| Total purchase price allocation | $ | 452,319 |
The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce, and revenue and cost synergies expected to be realized. The Company expects that $248.8 million of the goodwill
related to the acquisition of Noname Security will be deductible for tax purposes as a result of post-acquisition transactions.
Identified intangible assets acquired and their respective weighted average amortization period were as follows (in thousands, except years):
| Gross Carrying Amount | Weighted Average Amortization Period (in years) | ||||||||||
| Completed technologies | $ | 132,300 | 10.5 | ||||||||
| Customer-related intangible assets | 4,800 | 10.5 | |||||||||
| Trademarks | 700 | 2.5 | |||||||||
| Total | $ | 137,800 |
The Company applied the multi-period excess earnings method to estimate the fair values of the completed technologies and customer-related acquired intangible assets, and the relief-from-royalty method to estimate the fair values of the trademarks. The Company applied significant judgment in estimating the fair values of the acquired intangible assets, which involved significant estimates and assumptions with respect to forecasted revenue growth rates, forecasted operating margins, the technology obsolescence curve and discount rates. The total weighted average amortization period for the intangible assets acquired from Noname Security is 10.5 years. The intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives.
Neosec
In May 2023, the Company acquired all the outstanding equity interests of Neosec for $91.4 million in cash. Neosec is an API detection and response platform based on data and behavioral analytics. The acquisition is intended to complement the Company's application and API security portfolio by extending its visibility into the rapidly growing API threat landscape. The Company allocated $66.9 million of the purchase price to goodwill and $19.9 million to identifiable intangible assets, primarily consisting of completed technologies, with a total weighted average amortization period of 9.7 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The value of the goodwill can be attributed to a number of business factors, including the expected impact from the ability to interface with the Company's platform. The value of goodwill deductible for tax purposes as a result of post-acquisition transactions is $33.8 million. The Company finalized its allocation of the purchase price in the second quarter of 2024.
StorageOS
In March 2023, the Company acquired all the outstanding equity interests of StorageOS, Inc. ("StorageOS"), also known as Ondat, a cloud-based storage technology provider for $20.6 million in cash. The acquisition of StorageOS's cloud storage technology and its industry-recognized talent is intended to strengthen the Company's compute offerings. Storage is a key component of any cloud computing offering, and this acquisition is expected to enhance the Company's storage capabilities, allowing the Company to offer a fundamentally different approach to cloud that integrates core and distributed compute sites with a massively scaled edge network. The Company allocated $14.0 million of the purchase price to goodwill and $4.5 million to a completed technology identifiable intangible asset with a total weighted average amortization period of 8.8 years. The intangible asset is being amortized based upon the pattern in which the economic benefit of the intangible asset is being utilized. The value of the goodwill is primarily attributable to synergies related to the integration of StorageOS technology onto the Company's platform as well as a trained technical workforce. All of the goodwill related to the acquisition of StorageOS is deductible for tax purposes as a result of post-acquisition transactions. The Company finalized its allocation of purchase price in the first quarter of 2024.
Linode
In March 2022, the Company acquired all the outstanding equity interests of Linode Limited Liability Company ("Linode") for $898.5 million in cash. Linode is an infrastructure-as-a-service platform provider that allows for developer-friendly cloud computing capabilities. The acquisition is intended to enhance the Company’s computing services by enabling it to create a unique cloud platform to build, run and secure applications from the cloud to the edge. Revenue attributable to Linode in the year of acquisition, included in the Company's consolidated statements of income, for 2022 was $103.5 million. The Company finalized its allocation of the purchase price in the first quarter of 2023.
The allocation of the purchase price for Linode was as follows (in thousands):
| Total purchase consideration | $ | 898,516 | ||||||
| Allocation of the purchase consideration: | ||||||||
| Cash | $ | 26,678 | ||||||
| Accounts receivable | 7,171 | |||||||
| Prepaid expenses and other current assets | 4,478 | |||||||
| Property and equipment | 56,268 | |||||||
| Operating lease right-of-use assets | 17,000 | |||||||
| Identifiable intangible assets | 196,020 | |||||||
| Deferred income tax assets | 2,528 | |||||||
| Other assets | 292 | |||||||
| Total assets acquired | 310,435 | |||||||
| Accounts payable | (5,767) | |||||||
| Accrued expenses | (1,958) | |||||||
| Operating lease liabilities | (17,235) | |||||||
| Other liabilities | (4,251) | |||||||
| Total liabilities assumed | (29,211) | |||||||
| Net assets acquired | 281,224 | |||||||
| Goodwill | $ | 617,292 |
The value of the goodwill can be attributed to a number of business factors, including a trained technical workforce and cost synergies expected to be realized. All of the goodwill related to the acquisition of Linode was deductible for tax purposes as a result of post-acquisition transactions.
Identified intangible assets acquired and their respective weighted average amortization period were as follows (in thousands, except years):
| Gross Carrying Amount | Weighted Average Amortization Period (in years) | ||||||||||
| Customer-related intangible assets | $ | 84,200 | 16.8 | ||||||||
| Completed technologies | 70,900 | 5.8 | |||||||||
| Acquired license rights | 34,320 | 15.0 | |||||||||
| Trademarks and trade name | 6,600 | 8.8 | |||||||||
| Total | $ | 196,020 |
The Company applied the relief-from-royalty method to estimate the fair values of the completed technologies and trademarks and the multi-period excess earnings method under the income approach to estimate the fair values of the customer-related acquired intangible assets. The Company applied significant judgment in estimating the fair values of the acquired intangible assets, which involved significant estimates and assumptions with respect to forecasted revenue growth rates, cost of revenue, operating expenses, contributory asset charges and discount rates. The Company used readily available market data to estimate the fair values of the acquired license rights. The total weighted average amortization period for the intangible assets acquired from Linode is 12.2 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.
9. Accrued Expenses
Accrued expenses consisted of the following as of December 31, 2024 and 2023 (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Payroll and other related benefits | $ | 146,841 | $ | 143,010 | |||||||
| Income taxes payable | 76,375 | 70,017 | |||||||||
| Bandwidth and co-location expenses | 77,603 | 78,210 | |||||||||
| Property, use and other taxes | 31,357 | 38,270 | |||||||||
| Convertible senior notes interest | 6,926 | 6,807 | |||||||||
| Other accrued expenses | 31,786 | 15,867 | |||||||||
| Total | $ | 370,888 | $ | 352,181 |
10. Restructuring
During the third quarter of 2024, management committed to an action to restructure certain parts of the Company with the primary intent of redeploying resources to support the Company's strategic investments ("Q3 2024 Action"). As a result, certain headcount reductions were necessary. Additionally, the Company planned for the end of life of certain solutions which resulted in impairments to capitalized internal-use software, as well as completed technologies and customer-related acquired intangible assets. The Company does not expect to incur material additional charges related to this action.
During the first quarter of 2023, management committed to an action to restructure certain parts of the Company to enable it to prioritize investments in the fastest growing areas of the business ("Q1 2023 Action"). As a result, certain headcount reductions were necessary. The Company does not anticipate incurring any material additional charges related to this action.
The Company launched its FlexBase program in May 2022, which is a flexible workplace arrangement that allows employees to choose to work from their home office, a Company office, an approved workspace, or a combination of all three, which is a significant change to the way employees worked prior to the program. As a result, impairments of right-of-use assets and property and equipment were recognized. The Company does not expect to incur any material additional charges related to this action.
As a result of MUFG’s suspension of GO-NET’s operations, the Company recognized a restructuring charge during the year ended December 31, 2022. This charge primarily related to the impairment of certain capitalized internal-use software assets that were no longer used in operations or were unable to generate sufficient future cash flows to support their carrying values. The Company does not anticipate incurring any additional charges related to this action.
At times the Company also recognizes restructuring charges related to completed acquisitions for severance and related expenses paid to redundant employees, fees paid to terminate redundant contracts and impairments of redundant long-lived assets, primarily duplicative facility-related assets, acquired intangible assets and capitalized internal-use software. The Company does not expect to incur material additional charges related to past acquisitions.
The following table summarizes the Company's restructuring charges during the years ended December 31, 2024, 2023 and 2022 (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Q3 2024 Action | $ | 63,398 | $ | — | $ | — | |||||||||||
| Q1 2023 Action | — | 20,668 | — | ||||||||||||||
| FlexBase | 1,717 | 27,654 | 3,637 | ||||||||||||||
| GO-NET | — | — | 7,490 | ||||||||||||||
| Acquisitions related and other | 30,326 | 8,321 | 2,402 | ||||||||||||||
| Total restructuring charge | $ | 95,441 | $ | 56,643 | $ | 13,529 |
The changes in the Company's accrual for employee severance and related expenses, included in other current liabilities, for all restructuring actions during the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| Q3 2024 Action | Q1 2023 Action | GO-NET | Acquisitions Related and Other | Total | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2022 | $ | — | $ | — | $ | — | $ | 1,188 | $ | 1,188 | |||||||||||||||||||||||||
| Cost incurred | — | — | 224 | 523 | 747 | ||||||||||||||||||||||||||||||
| Cash disbursements | — | — | (180) | (1,029) | (1,209) | ||||||||||||||||||||||||||||||
| Translation adjustments and other | — | — | (44) | (141) | (185) | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | — | — | — | 541 | 541 | ||||||||||||||||||||||||||||||
| Cost incurred | — | 20,668 | — | 417 | 21,085 | ||||||||||||||||||||||||||||||
| Cash disbursements | — | (19,798) | — | (950) | (20,748) | ||||||||||||||||||||||||||||||
| Translation adjustments and other | — | (51) | — | 10 | (41) | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | — | 819 | — | 18 | 837 | ||||||||||||||||||||||||||||||
| Cost incurred | 34,447 | — | — | 2,360 | 36,807 | ||||||||||||||||||||||||||||||
| Cash disbursements | (9,326) | (60) | — | (1,394) | (10,780) | ||||||||||||||||||||||||||||||
| Translation adjustments and other | (515) | (1) | — | 3 | (513) | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | 24,606 | $ | 758 | $ | — | $ | 987 | $ | 26,351 |
11. Debt
Convertible Senior Notes
The Company has three convertible senior notes ("2029 Notes", "2027 Notes" and "2025 Notes") outstanding with a par value totaling $3,565.0 million (collectively, the "Notes") that are senior unsecured obligations of the Company and bear interest payable semi-annually in arrears. The following table summarizes further details of the Notes:
| Notes | Issuance Date | Maturity Date | Principal Amount (in thousands) | Coupon Interest Rate | Effective Interest Rate | |||||||||||||||||||||||||||
| 2029 Notes | August 18, 2023 | February 15, 2029 | $ | 1,265,000 | 1.125 | % | 1.388 | % | ||||||||||||||||||||||||
| 2027 Notes | August 16, 2019 | September 1, 2027 | $ | 1,150,000 | 0.375 | % | 0.539 | % | ||||||||||||||||||||||||
| 2025 Notes | May 21, 2018 | May 1, 2025 | $ | 1,150,000 | 0.125 | % | 0.350 | % |
Conversion Rights of the Notes
At their option, holders may exercise the conversion right of the respective Notes at the following specified times and rates to receive the principal amount in cash and receive any amount in excess of the principal amount in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election.
Prior to the close of business on the business day immediately preceding the conversion date, as noted in the table below, under the following circumstances a holder may exercise their conversion right:
-
during any calendar quarter commencing after the calendar quarter ended December 31, 2023 for the 2029 Notes, December 31, 2019 for the 2027 Notes and June 30, 2018 for the 2025 Notes (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
-
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the respective Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or
-
upon the occurrence of specified corporate events.
On or after the respective conversion date, as noted in the table below, holders may convert all or any portion of their respective Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.
If the Company undergoes a fundamental change at any time prior to the maturity date, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.
The conversion rights of the Notes are as follows:
| Notes | Conversion Date | Conversion Rate (1) | Conversion Price per Share (1) | |||||||||||||||||||||||
| 2029 Notes | October 15, 2028 | 7.9170 | $ | 126.31 | ||||||||||||||||||||||
| 2027 Notes | May 1, 2027 | 8.6073 | $ | 116.18 | ||||||||||||||||||||||
| 2025 Notes | January 1, 2025 | 10.5150 | $ | 95.10 |
(1) The conversion rate for the Notes is established as a number of shares of the Company's commons stock per $1,000 principal amount of the Notes, that is equivalent to the conversion price per share, subject to adjustments in certain events. Upon the occurrence of certain corporate events the Company will increase the conversion rate for a holder that elects to convert its Notes.
Components and Fair Value of the Notes
The Notes consisted of the following components as of December 31, 2024 and 2023 (in thousands):
| 2029 Notes | 2027 Notes | 2025 Notes | Total | ||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||
| Principal | $ | 1,265,000 | $ | 1,150,000 | $ | 1,150,000 | $ | 3,565,000 | |||||||||||||||
| Less: issuance costs, net of amortization | (13,354) | (4,951) | (884) | (19,189) | |||||||||||||||||||
| Net carrying amount | $ | 1,251,646 | $ | 1,145,049 | $ | 1,149,116 | $ | 3,545,811 | |||||||||||||||
| Estimated fair value (1) | $ | 1,239,068 | $ | 1,155,865 | $ | 1,219,345 | $ | 3,614,278 | |||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||
| Principal | $ | 1,265,000 | $ | 1,150,000 | $ | 1,150,000 | $ | 3,565,000 | |||||||||||||||
| Less: issuance costs, net of amortization | (16,478) | (6,831) | (3,462) | (26,771) | |||||||||||||||||||
| Net carrying amount | $ | 1,248,522 | $ | 1,143,169 | $ | 1,146,538 | $ | 3,538,229 | |||||||||||||||
| Estimated fair value (1) | $ | 1,376,915 | $ | 1,289,219 | $ | 1,467,274 | $ | 4,133,408 |
(1) The fair values were determined based on the quoted prices of the Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 within the fair value hierarchy.
Note Hedges and Warrants
To minimize the impact of potential dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock concurrently with each respective note issuance. The note hedge transactions cover an approximate number of shares of the Company’s common stock at a strike price that corresponds to the conversion prices for the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The note hedge transactions expire upon the respective maturity dates of the Notes. The Company determined that the note hedges meet the definition of a derivative and are classified in stockholders’ equity, as the note hedges are indexed to the Company's common stock, and the Company, at its election, may receive cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The Company recorded the purchase of the hedges as a decrease to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the note hedges in its consolidated financial
statements.
Separately, the Company also entered into warrant transactions concurrently with each of the note issuances, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Company’s common stock at a predetermined strike price per share. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of each of the Notes to the respective strike price related to the warrant transactions. The Company determined that the warrants meet the definition of a derivative and are classified in stockholders’ equity, as the warrants are indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash or shares of the Company's common stock. The Company recorded the proceeds from the issuance of the warrants as an increase to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the warrants in its consolidated financial statements. The following table summarizes the main terms impacting the note hedges and warrants (in thousands, except per share data):
| 2029 Notes | 2027 Notes | 2025 Notes | |||||||||||||||
| Note hedge transaction costs | $ | 236,555 | $ | 312,225 | $ | 261,740 | |||||||||||
| Shares covered by note hedge transactions | 10,015 | 9,898 | 12,093 | ||||||||||||||
| Shares related to warrant transactions | 10,015 | 9,898 | 12,093 | ||||||||||||||
| Strike price per share related to warrant transactions | $ | 180.44 | $ | 178.74 | $ | 149.18 | |||||||||||
| Aggregate proceeds from sale of warrants | $ | 90,195 | $ | 185,150 | $ | 119,945 |
Revolving Credit Facility
In November 2022, the Company entered into a $500.0 million five-year, revolving credit agreement (the “2022 Credit Agreement”). Borrowings under the 2022 Credit Agreement may be used to finance working capital needs and for general corporate purposes. The 2022 Credit Agreement provides for an initial $500.0 million in revolving loans. Under specified circumstances, the facility can be increased to up to $1.0 billion in aggregate principal amount. The 2022 Credit Agreement expires on November 22, 2027, and any amounts outstanding thereunder will become due and payable, subject to up to two one-year extensions at the Company's request and with the consent of the lenders party thereto.
Borrowings under the 2022 Credit Agreement bear interest, at the Company's option, and subject to a credit spread adjustment, at a term benchmark rate plus a spread of 0.75% to 1.125%, a reference rate plus a spread of 0.75% to 1.125%, or a base rate plus a spread of 0.00% to 0.125%, in each case with such spread being determined based on the Company's consolidated leverage ratio specified in the 2022 Credit Agreement. Regardless of what amounts, if any, are outstanding under the 2022 Credit Agreement, the Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.07% to 0.125%, with such rate being based on the Company's consolidated leverage ratio specified in the 2022 Credit Agreement.
The 2022 Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. As of December 31, 2024, the Company was in compliance with all covenants. The negative covenants include restrictions on subsidiary indebtedness, liens and fundamental changes. These covenants are subject to a number of important exceptions and qualifications. The principal financial covenant requires a maximum consolidated leverage ratio. There were no outstanding borrowings under the 2022 Credit Agreement as of December 31, 2024.
In January 2025, the Company entered into a $150.0 million uncommitted revolving credit agreement (the "2025 Credit Agreement"). Any outstanding borrowings are secured by collateral, consisting primarily of available-for-sale marketable securities. The 2025 Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Borrowings under the 2025 Credit Agreement may be used to finance working capital needs and for general corporate purposes. The 2025 Credit Agreement does not have an expiration date but is cancellable at any time and any borrowings can be due on demand. Borrowings under the 2025 Credit Agreement will bear a specified interest rate, considering Secured Overnight Financing Rate, and interest period at the time of the confirmed borrowing.
Interest Expense
The Notes bear interest at fixed rates that are payable semi-annually in arrears on their respective interest payment dates each year. Interest expense, together with ongoing commitment fees under the terms of the Company's credit agreements, included in the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Amortization of debt issuance costs | $ | 7,802 | $ | 5,803 | $ | 4,688 | |||||||||||
| Coupon interest payable on 2029 Notes | 14,232 | 5,218 | — | ||||||||||||||
| Coupon interest payable on 2027 Notes | 4,312 | 4,312 | 4,312 | ||||||||||||||
| Coupon interest payable on 2025 Notes | 1,436 | 1,436 | 1,437 | ||||||||||||||
| Interest payable and commitment fees under the credit agreements | 616 | 1,402 | 952 | ||||||||||||||
| Capitalization of interest expense | (1,281) | (462) | (293) | ||||||||||||||
| Total interest expense | $ | 27,117 | $ | 17,709 | $ | 11,096 |
12. Leases
The Company has entered into various operating lease agreements for its offices and co-location sites and related equipment. The Company has also entered into sublease agreements with tenants of various offices previously vacated by the Company. These operating leases have lease periods expiring between 2025 and 2034. The Company’s operating lease costs for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| Real Estate Arrangements | Co-location Arrangements | Total | |||||||||||||||
| 2024 | |||||||||||||||||
| Operating lease cost | $ | 67,757 | $ | 225,145 | $ | 292,902 | |||||||||||
| Short-term lease cost | 660 | 25,288 | 25,948 | ||||||||||||||
| Variable lease cost | 26,122 | 67,728 | 93,850 | ||||||||||||||
| Sublease income | (31,722) | — | (31,722) | ||||||||||||||
| Total operating lease costs | $ | 62,817 | $ | 318,161 | $ | 380,978 | |||||||||||
| 2023 | |||||||||||||||||
| Operating lease cost | $ | 74,054 | $ | 179,552 | $ | 253,606 | |||||||||||
| Short-term lease cost | 133 | 23,565 | 23,698 | ||||||||||||||
| Variable lease cost | 25,860 | 62,084 | 87,944 | ||||||||||||||
| Sublease income | (32,024) | — | (32,024) | ||||||||||||||
| Total operating lease costs | $ | 68,023 | $ | 265,201 | $ | 333,224 | |||||||||||
| 2022 | |||||||||||||||||
| Operating lease cost | $ | 82,761 | $ | 152,215 | $ | 234,976 | |||||||||||
| Short-term lease cost | 52 | 21,741 | 21,793 | ||||||||||||||
| Variable lease cost | 25,167 | 35,025 | 60,192 | ||||||||||||||
| Sublease income | (25,743) | — | (25,743) | ||||||||||||||
| Total operating lease costs | $ | 82,237 | $ | 208,981 | $ | 291,218 |
Lease costs for real estate arrangements are included in general and administrative expenses in the consolidated statements of income. Lease costs for co-location arrangements are primarily included in cost of revenue.
Weighted average remaining lease terms and discount rates related to the Company's operating leases as of December 31, 2024 and 2023 were as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Real Estate Arrangements | Co-location Arrangements | Real Estate Arrangements | Co-location Arrangements | ||||||||||||||||||||
| Weighted average remaining lease term (in years) | 9.1 | 4.6 | 9.9 | 4.6 | |||||||||||||||||||
| Weighted average discount rate | 3.5 | % | 4.3 | % | 3.5 | % | 4.2 | % |
Maturities of operating lease liabilities as of December 31, 2024 were as follows (in thousands):
| Real Estate Arrangements | Co-location Arrangements | ||||||||||
| 2025 | $ | 67,939 | $ | 195,152 | |||||||
| 2026 | 67,334 | 134,556 | |||||||||
| 2027 | 61,036 | 113,227 | |||||||||
| 2028 | 56,355 | 80,465 | |||||||||
| 2029 | 54,556 | 66,100 | |||||||||
| Thereafter | 261,818 | 73,094 | |||||||||
| Total lease payments | 569,038 | 662,594 | |||||||||
| Less: imputed interest | 81,745 | 61,093 | |||||||||
| Total lease liabilities | $ | 487,293 | $ | 601,501 |
The table above excludes $182.5 million of future sublease income that is expected to be recognized through 2034. As of December 31, 2024, the Company had additional operating leases for co-location sites that had not yet commenced of $197.0 million, of which a majority will commence in 2025, with lease terms of one year to ten years. Additionally, during the fourth quarter of 2024, the Company entered into an operating lease with a data center operator for space in the Virginia area that is expected to commence beginning in the third quarter of 2025. The lease is for a datacenter with gross payments of approximately $750.0 million over a 12 year lease term. The Company has contemporaneously entered into a sublease with the affiliate of a large social media customer for the use of the space on substantially similar terms. The operating lease costs and associated sublease income will be recorded as general and administrative expense in the consolidated statements of income and are expected to substantially offset each other.
As of December 31, 2024, the Company had outstanding letters of credit in the amount of $4.0 million, primarily related to operating leases. The letters of credit remain in effect until the Company fulfills its obligations under these leases or as such obligations expire under the terms of the letters of credit.
13. Commitments and Contingencies
Purchase Commitments
The Company enters into long-term agreements with network and internet service providers for bandwidth, as well as executes purchase orders for the purchase of goods or services in the ordinary course of business, which may contain minimum commitments. These minimum commitments may vary from period to period depending on the timing and length of contract renewals with vendors, and on the Company's plans for network expansion, including expansion plans related to the Company's compute business. Minimum commitments are not recorded as liabilities on the consolidated balance sheet until the Company has received the related good or service.
Legal Matters
The Company is party to various litigation matters that management considers routine and incidental to its business. Management does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition or cash flows.
Indemnification
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners, vendors or customers, in connection with its provision of its services. Generally, these obligations are limited to claims relating to infringement of a patent, copyright or other intellectual property right or the Company’s negligence, willful misconduct or violation of law. Subject to applicable statutes of limitation, the term of each of these indemnification agreements is generally perpetual from the time of execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company carries insurance that covers certain third-party claims relating to its services and activities and that could limit the Company’s exposure in that respect.
The Company has agreed to indemnify each of its officers and directors, or employees who serve as officers or directors of its subsidiaries at management's request, during his or her lifetime for certain events or occurrences that happen by reason of the fact that the officer or director is or was or has agreed to serve as an officer or director of the Company. The Company has director and officer insurance policies that may limit its exposure and may enable the Company to recover a portion of certain future amounts paid.
To date, the Company has not encountered material costs as a result of such indemnification obligations and has not accrued any related liabilities in its consolidated financial statements. In assessing whether to establish an accrual, the Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.
14. Stockholders’ Equity
Stock Repurchase Program
In October 2021, the board of directors authorized a $1.8 billion share repurchase program, effective January 2022 through December 2024. In May 2024, the board of directors authorized a new $2.0 billion share repurchase program, effective May 2024 through June 2027. The Company's goals for the share repurchase programs are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to stockholders as business and market conditions warrant, while still preserving its ability to pursue other strategic opportunities.
The following summarizes the share repurchase activity pursuant to the share repurchase programs described above (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Repurchases of common stock | $ | 557,468 | $ | 654,046 | $ | 608,010 | |||||||||||
| Number of shares repurchased | 5,623 | 7,802 | 6,403 |
As of December 31, 2024, the Company had $2.0 billion available for future purchases of shares under the current repurchase program.
The board of directors authorized the retirement of all the outstanding shares of its treasury stock as of each of December 31, 2023 and 2022. The retired shares were returned to the number of authorized but unissued shares of the Company's common stock, and the retirement was recorded to additional paid-in capital.
15. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax, which is reported as a component of stockholders' equity, for the years ended December 31, 2024 and 2023 were as follows (in thousands):
| Foreign Currency Translation | Net Unrealized (Losses) Gains on Investments | Total | |||||||||||||||
| Balance as of January 1, 2023 | $ | (116,474) | $ | (23,858) | $ | (140,332) | |||||||||||
| Other comprehensive income | 18,439 | 26,563 | 45,002 | ||||||||||||||
| Balance as of December 31, 2023 | (98,035) | 2,705 | (95,330) | ||||||||||||||
| Other comprehensive loss | (59,064) | (1,599) | (60,663) | ||||||||||||||
| Balance as of December 31, 2024 | $ | (157,099) | $ | 1,106 | $ | (155,993) |
Amounts reclassified from accumulated other comprehensive loss to net income were insignificant for the years ended December 31, 2024 and 2023.
16. Revenue from Contracts with Customers
The Company sells its services through a sales force located both domestically and internationally. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period. Revenue by geography included in the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. | $ | 2,075,533 | $ | 1,968,779 | $ | 1,902,051 | |||||||||||
| International | 1,915,635 | 1,843,141 | 1,714,603 | ||||||||||||||
| Total revenue | $ | 3,991,168 | $ | 3,811,920 | $ | 3,616,654 |
The Company reports its revenue in three solution categories: security, delivery and compute. Security includes solutions that are designed to protect business online by keeping infrastructure, websites, applications, APIs, networks and users safe. Delivery includes solutions that are designed to enable business online, including media delivery and web and mobile performance. Compute includes compute, storage, networking, database and container management services. Revenue by solution category included in the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Security | $ | 2,042,661 | $ | 1,765,267 | $ | 1,541,941 | |||||||||||
| Delivery | 1,318,131 | 1,542,434 | 1,669,257 | ||||||||||||||
| Compute | 630,376 | 504,219 | 405,456 | ||||||||||||||
| Total revenue | $ | 3,991,168 | $ | 3,811,920 | $ | 3,616,654 |
Most security, delivery and compute services represent obligations that are satisfied over time as the customer simultaneously receives and consumes the services provided by the Company. Accordingly, the majority of the Company's revenue is recognized over time, generally ratably over the term of the arrangement due to consistent monthly usage commitments that expire each period. Any usage over a given commitment is recognized in the period in which the units are served. A small percentage of the Company's contracts are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at a point in time of delivery or satisfaction of the performance obligation.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized $109.1 million, $105.9 million and $105.1 million of revenue that was included in deferred revenue as of December 31, 2023, 2022 and 2021, respectively.
As of December 31, 2024, the aggregate amount of remaining performance obligations from contracts with customers was $4.3 billion. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue over the next 12 months and approximately 35% over the next two to three years, with the remaining thereafter. Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. This consists of future committed revenue for monthly, quarterly or annual periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced in prior periods for which the related performance obligations have not been satisfied. It excludes estimates of variable consideration such as usage-based contracts with no committed contract as well as anticipated renewed contracts. Revenue recognized during the years ended December 31, 2024, 2023 and 2022, related to performance obligations satisfied in previous periods was not material.
17. Employee Benefit Plans
Defined Contribution Plans
The Company has a savings plan for its U.S. employees that is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to this plan through payroll deductions within statutory and plan limits. The Company contributed $19.1 million, $19.7 million and $18.8 million of cash to the savings plan for the years ended December 31, 2024, 2023 and 2022, respectively, under a matching program.
The Company also maintains defined contribution benefit plans covering eligible foreign employees. The expense for these plans was not material in any period presented.
Deferred Compensation Plan
The Company offers certain eligible employees the ability to participate in a non-qualified deferred compensation plan, under which certain executives may elect to defer a portion of their compensation. Deferrals of cash compensation are invested by the Company in restricted mutual funds that mirror hypothetical investments elected by the plan participants. Deferrals of stock awards remain in the Company’s stock. As of December 31, 2024 and 2023, the total cash obligation under the deferred compensation plan was $26.6 million and $22.9 million, respectively.
18. Stock-Based Compensation
Equity Plans
In May 2013, the Company's stockholders approved the Akamai Technologies, Inc. 2013 Stock Incentive Plan, which was amended with Company shareholder approval in each of 2015, 2017, 2019, 2021, 2022 and 2023 (as amended and restated, the "2013 Plan"). The 2013 Plan replaced the Akamai Technologies, Inc. 2009 Stock Incentive Plan (the "2009 Plan"), which in turn replaced the Akamai Technologies, Inc. 2006 Stock Incentive Plan, the Akamai Technologies, Inc. 2001 Stock Incentive Plan and the Akamai Technologies, Inc. 1998 Stock Incentive Plan (such plans, together with the 2009 Plan, the "Previous Plans"). The Company no longer issues equity awards under the Previous Plans, and there are no outstanding equity awards related to those plans. The 2013 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards for up to 38.8 million shares of common stock, subject to certain adjustments, to employees, officers, directors, consultants and advisers of the Company. There are no shares of common stock that are currently outstanding under the Previous Plans available to grant under the 2013 Plan. As of December 31, 2024, the Company had reserved 7.6 million shares of common stock available for future issuance of equity awards under the 2013 Plan.
The Company has assumed certain stock incentive plans and the outstanding stock incentives of companies that it has acquired (“Assumed Plans”). Stock awards outstanding as of the date of acquisition under the Assumed Plans were exchanged for the Company’s stock awards and adjusted to reflect the appropriate conversion ratio as specified by the applicable acquisition agreement, but are otherwise administered in accordance with the terms of the Assumed Plans. Stock awards under the Assumed Plans generally vest over three years to four years, and outstanding stock options under the Assumed Plans expire ten years from the date of grant.
Additionally, the Company has the 1999 Employee Stock Purchase Plan ("1999 ESPP") that permits eligible employees to purchase up to 1.5 million shares each June 1 and December 1, provided that the aggregate number of shares issued shall not exceed 20.0 million. The 1999 ESPP allows participants to purchase shares of common stock at a 15% discount from the fair
market value of the stock as determined on specific dates at six-month intervals. As of December 31, 2024, the Company had reserved 1.6 million shares of common stock available for future purchases under the 1999 ESPP Plan.
Stock-Based Compensation Expense
Components of total stock-based compensation expense included in the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Cost of revenue | $ | 61,177 | $ | 43,802 | $ | 28,354 | |||||||||||
| Research and development | 152,114 | 123,896 | 78,116 | ||||||||||||||
| Sales and marketing | 77,593 | 66,453 | 47,789 | ||||||||||||||
| General and administrative | 102,494 | 94,316 | 62,926 | ||||||||||||||
| Total stock-based compensation | 393,378 | 328,467 | 217,185 | ||||||||||||||
| Provision for income taxes | (96,607) | (59,359) | (46,829) | ||||||||||||||
| Total stock-based compensation, net of taxes | $ | 296,771 | $ | 269,108 | $ | 170,356 |
In addition to the amounts of stock-based compensation reported in the table above, the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 also include stock-based compensation reflected as a component of amortization primarily consisting of capitalized internal-use software; the additional stock-based compensation was $42.5 million, $32.5 million and $31.3 million, respectively, before taxes.
During 2023, the Company redesigned one of its non-executive short-term incentive compensation programs from a cash-based to a stock-based program that vests in one year. The Company also introduced a non-executive incentive program tied to its initiative to migrate certain applications from third-party cloud platforms onto its compute platform that vests over two years. These programs, headcount growth, an increase in equity award sizes to some new hires and existing employees due to market conditions and expected achievement of executive performance-based compensation plans increased stock-based compensation for the year ended December 31, 2023.
As of December 31, 2024, total pre-tax unrecognized compensation cost for stock awards was $491.2 million. The expense is expected to be recognized through 2028 over a weighted average period of 1.5 years.
Employee Stock Purchase Plan
The following summarizes the activity under the 1999 ESPP (in thousands, except per share amounts):
| 2024 | 2023 | 2022 | |||||||||||||||
| Shares issued | 788 | 797 | 688 | ||||||||||||||
| Weighted average purchase price per share | $ | 77.60 | $ | 78.29 | $ | 82.83 | |||||||||||
| Issuance of common stock | $ | 61,131 | $ | 62,365 | $ | 56,570 |
As of December 31, 2024, $6.8 million had been withheld from employees for future purchases under the 1999 ESPP.
The Company uses the Black-Scholes option pricing model to determine the fair value of the stock awards issued under the Company’s 1999 ESPP. This model requires the input of subjective assumptions, including expected stock price volatility and the estimated term of each award. The estimated fair value of the stock awards issued under the Company's 1999 ESPP, less expected forfeitures, is amortized over the stock awards' six-month contribution period on a straight-line basis. Expected volatilities are based on the Company’s historical stock price volatility. The risk-free interest rate for periods commensurate with the expected term of the stock award is based on the U.S. Treasury yield rate in effect at the time of grant. The expected dividend yield is zero, as the Company currently does not pay a dividend and does not anticipate doing so in the future.
The grant-date fair values of awards granted under the 1999 ESPP during the years ended December 31, 2024, 2023 and 2022 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
| 2024 | 2023 | 2022 | |||||||||||||||
| Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
| Risk-free interest rate | 5.2 | % | 5.2 | % | 1.9 | % | |||||||||||
| Expected volatility | 24.4 | % | 29.1 | % | 26.0 | % | |||||||||||
| Dividend yield | — | % | — | % | — | % |
For the years ended December 31, 2024, 2023 and 2022, the weighted average fair value of awards granted under the 1999 ESPP was $22.63 per share, $23.12 per share and $33.26 per share, respectively.
Restricted Stock Units, Restricted Stock and Deferred Stock Units
Restricted stock units ("RSUs") represent the right to receive one share of the Company’s common stock upon vesting, while restricted stock is a grant of one share of the Company's common stock subject to vesting conditions. These awards are granted at the discretion of the board of directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued service-based RSUs and restricted stock that vest based on the passage of time assuming continued service with the Company, market-based RSUs that vest based upon total shareholder return ("TSR") measured against the benchmark TSR of a peer group and performance-based RSUs that vest only upon the achievement of defined internal performance metrics tied primarily to defined financial metrics.
In addition to granting RSUs and restricted stock to its employees, the Company has granted deferred stock units ("DSUs") to non-employee members of its board of directors. These DSUs are granted at the discretion of the board of directors, subject to defined limitations. Each DSU represents the right to receive one share of the Company’s common stock upon vesting. The holder may elect to defer receipt of the vested shares of stock represented by the DSU for a period of at least one year but not more than ten years from the grant date. DSUs vest 100% on the first anniversary of the grant date. If a director has completed one year of service, vesting of 100% of the DSUs held by such director will accelerate at the time of his or her departure from the board.
The RSUs, restricted stock and DSUs granted by the Company during the year ended December 31, 2024 were as follows (in thousands):
| December 31, 2024 | |||||
| Service-based (1) | 4,850 | ||||
| Market-based | 166 | ||||
| Performance-based | 428 | ||||
| Total | 5,444 |
(1) Includes DSU grants of 29,274 shares
For service-based RSUs, restricted stock and DSUs, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is being recognized over the vesting period. The majority of these awards vest over a three- or four-year period following the grant date, with some programs vesting over less time.
For market-based RSUs, the Company uses the Monte Carlo simulation model to determine the fair value. This model requires the input of assumptions, including the estimated term of each award, the risk-free interest rate, historical stock price volatility of the Company's shares and historical stock price volatility of peer-company shares. The grant-date fair values of the TSR-based RSUs granted during the years ended December 31, 2024, 2023 and 2022 were estimated using a Monte Carlo simulation model with the following assumptions:
| 2024 | 2023 | 2022 | |||||||||||||||
| Expected term (in years) | 3.0 | 3.0 | 3.0 | ||||||||||||||
| Risk-free interest rate | 4.3 | % | 4.5 | % | 1.7 | % | |||||||||||
| Akamai historical share price volatility | 25.6 | % | 28.8 | % | 30.3 | % | |||||||||||
| Average volatility of peer-company share price | 30.6 | % | 33.6 | % | 40.7 | % |
For performance-based RSUs, management measured compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recognized using a graded-vesting method for each series of grants of performance-based RSUs, to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. Each reporting period, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.
RSU, restricted stock and DSU activity for the year ended December 31, 2024 was as follows:
| Units (in thousands) | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at January 1, 2024 | 8,077 | $ | 83.12 | ||||||||
| Granted | 5,444 | 108.09 | |||||||||
| Vested (1) | (5,253) | 82.43 | |||||||||
| Forfeited | (558) | 99.47 | |||||||||
| Outstanding at December 31, 2024 | 7,710 | $ | 100.04 |
(1) Includes DSUs of 26,426 shares which have vested and been distributed. Excludes DSUs which have vested, but have not yet been distributed.
The pre-tax intrinsic value and fair value of RSUs, restricted stock and DSUs were as follows (in thousands, except per share amounts):
| 2024 | 2023 | 2022 | |||||||||||||||
| Pre-tax intrinsic value of awards vested | $ | 429,491 | $ | 254,686 | $ | 227,143 | |||||||||||
| Fair value of awards vested | $ | 433,026 | $ | 259,919 | $ | 231,708 | |||||||||||
| Weighted average fair value of awards granted, per share (1) | $ | 108.09 | $ | 74.89 | $ | 107.17 |
(1) The grant-date fair value is calculated based upon the Company’s closing stock price on the date of grant.
As of December 31, 2024, outstanding and unvested RSUs, restricted stock and DSUs had an aggregate intrinsic value of $737.4 million and a weighted average remaining vesting period of approximately 1.5 years. These awards are expected to vest on various dates through 2028.
As of December 31, 2024 and 2023, the Company had liability-classified awards outstanding of $10.0 million and $16.3 million, respectively. The liability-classified awards outstanding at December 31, 2024 are expected to vest and be re-classified to equity in less than one year. The liability-classified awards outstanding at December 31, 2023 vested and were re-classified to equity in 2024.
19. Income Taxes
The components of income before provision for income taxes were as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. | $ | 54,465 | $ | 20,146 | $ | 61,383 | |||||||||||
| Foreign | 532,548 | 632,381 | 596,620 | ||||||||||||||
| Income before provision for income taxes | $ | 587,013 | $ | 652,527 | $ | 658,003 |
The provision for income taxes consisted of the following for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Current tax provision: | |||||||||||||||||
| Federal | $ | 23,870 | $ | 23,406 | $ | 49,808 | |||||||||||
| State | 6,998 | 6,731 | 9,214 | ||||||||||||||
| Foreign | 121,495 | 99,223 | 172,645 | ||||||||||||||
| Deferred tax benefit: | |||||||||||||||||
| Federal | (43,695) | (18,213) | (73,826) | ||||||||||||||
| State | (14,959) | (6,692) | (18,657) | ||||||||||||||
| Foreign | (7,525) | (2,536) | (16,595) | ||||||||||||||
| Change in valuation allowance | (4,089) | 4,454 | 4,107 | ||||||||||||||
| Total | $ | 82,095 | $ | 106,373 | $ | 126,696 |
The Company’s effective tax rate differed from the U.S. federal statutory tax rate as follows for the years ended December 31, 2024, 2023 and 2022:
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. federal statutory tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
| State taxes | 1.1 | 1.0 | 0.7 | ||||||||||||||
| Stock-based compensation | 0.7 | 3.6 | 2.0 | ||||||||||||||
| U.S. federal, state and foreign research and development credits | (6.4) | (4.7) | (5.1) | ||||||||||||||
| Foreign earnings | (2.3) | (6.5) | (6.6) | ||||||||||||||
| Nondeductible (nontaxable) foreign items | 1.0 | (0.2) | 0.7 | ||||||||||||||
| Global intangible low-taxed income | 1.0 | 1.1 | 2.5 | ||||||||||||||
| Change in prior year uncertain tax position reserve | 1.4 | — | 0.4 | ||||||||||||||
| Release of uncertain tax position reserve | (0.6) | (0.4) | (0.7) | ||||||||||||||
| Intercompany sale of intellectual property | (4.7) | 0.6 | 4.0 | ||||||||||||||
| Valuation allowance | (0.7) | 0.7 | 0.6 | ||||||||||||||
| Nondeductible transfer pricing | 1.9 | 1.0 | 0.5 | ||||||||||||||
| Foreign-derived intangible income | (1.4) | (1.1) | (0.8) | ||||||||||||||
| Other | 2.0 | 0.2 | 0.1 | ||||||||||||||
| 14.0 | % | 16.3 | % | 19.3 | % |
The components of the net deferred tax assets and liabilities and the related valuation allowance as of December 31, 2024 and 2023 were as follows (in thousands):
| 2024 | 2023 | ||||||||||
| Accrued bonus | $ | 1,958 | $ | 3,716 | |||||||
| Deferred revenue | 20,598 | 14,223 | |||||||||
| Acquired intangible assets | 23,731 | — | |||||||||
| Operating lease liabilities | 108,429 | 116,752 | |||||||||
| Stock-based compensation | 48,486 | 42,856 | |||||||||
| NOLs | 21,769 | 19,791 | |||||||||
| Tax credit carryforwards | 101,508 | 96,020 | |||||||||
| Capitalized research and development costs | 188,470 | 108,592 | |||||||||
| Convertible senior notes interest | 82,881 | 111,509 | |||||||||
| Depreciation and amortization | 43,601 | 66,053 | |||||||||
| Other | 39,917 | 21,856 | |||||||||
| Deferred tax assets | 681,348 | 601,368 | |||||||||
| Acquired intangible assets | — | (12,126) | |||||||||
| Operating lease right-of-use assets | (96,683) | (103,392) | |||||||||
| Deferred commissions | (25,477) | (14,752) | |||||||||
| Capitalized internal-use software development costs | (50,390) | (31,719) | |||||||||
| Deferred tax liabilities | (172,550) | (161,989) | |||||||||
| Valuation allowance | (41,615) | (45,704) | |||||||||
| Net deferred tax assets | $ | 467,183 | $ | 393,675 |
As summary of activity in the valuation allowance on deferred tax assets for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Beginning balance | $ | 45,704 | $ | 41,250 | $ | 37,143 | |||||||||||
| Charges to income tax expense | 3,469 | 4,814 | 4,392 | ||||||||||||||
| Release of valuation allowance | (7,558) | (360) | (285) | ||||||||||||||
| Ending balance | $ | 41,615 | $ | 45,704 | $ | 41,250 |
Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is needed. As of December 31, 2024, the Company recorded a $41.6 million valuation allowance against deferred tax assets related to state and foreign tax credits, foreign tax deductions and foreign NOLs in which it is more-likely-than-not that such attributes will expire prior to utilization. The decrease in the valuation allowance during 2024 was $4.1 million, which includes a decrease in the beginning balance of $6.5 million due to a change in expected utilization of state tax credits and foreign tax deductions.
The Company's NOL and tax credit carryforwards in U.S. federal, state and foreign jurisdictions as of December 31, 2024 and 2023 were as follows (in thousands, except years):
| 2024 | 2023 | Expirations at Various Dates Through: | |||||||||||||||
| NOL carryforwards: | |||||||||||||||||
| Federal | $ | 31,500 | $ | 32,700 | 2035 | ||||||||||||
| State | $ | 58,600 | $ | 33,100 | 2046 | ||||||||||||
| Foreign | $ | 47,900 | $ | 42,600 | 2039 | ||||||||||||
| Federal and state research and development tax credit and other credit carryforwards | $ | 133,400 | $ | 125,200 | 2039 |
A portion of the Company's U.S. federal, state and foreign NOL carryforwards relate to acquisitions completed between 2012 and 2023.
As of December 31, 2024, accumulated earnings outside the U.S. totaled $2.3 billion, the majority of which have been taxed due to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings and the tax on global intangible low-taxed income required by the U.S. Tax Cuts and Jobs Act ("TCJA"). No provision for U.S. state income taxes and foreign withholding taxes has been provided for any remaining undistributed foreign earnings not subject to tax under the TCJA, or any additional basis differences inherent in the Company's international subsidiaries, as these amounts continue to be indefinitely reinvested. Determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios and the variation due to multiple potential assumptions relating to the timing of any future repatriation.
The changes in the Company’s unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Balance at beginning of year | $ | 68,658 | $ | 67,958 | $ | 22,563 | |||||||||||
| Gross increases – tax positions of prior periods | 11,150 | 2,074 | 3,880 | ||||||||||||||
| Gross increases – current period tax positions | 4,223 | 4,091 | 45,975 | ||||||||||||||
| Gross decreases – tax positions of prior periods | (1,445) | (3,685) | (688) | ||||||||||||||
| Gross decreases – lapse of applicable statute of limitations | (2,665) | (1,780) | (3,772) | ||||||||||||||
| Balance at end of year | $ | 79,921 | $ | 68,658 | $ | 67,958 |
As of December 31, 2024, 2023 and 2022, the Company had $48.8 million, $39.1 million and $38.3 million of unrecognized tax benefits, respectively. Total interest and penalties for unrecognized tax benefits includes $16.3 million, $11.0 million and $8.6 million as of December 31, 2024, 2023 and 2022, respectively. Interest and penalties related to unrecognized tax benefits are recorded in the provision for income taxes and were $7.5 million, $2.4 million and $2.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate is $43.7 million.
As of December 31, 2024, it is reasonably possible that $2.6 million of unrecognized tax benefits may be recognized within the next 12 months due to the expiration of local statutes of limitations. Certain U.S. federal, state and foreign income tax returns from 2015 through 2022 are currently under audit. The Company has reserved for those positions that are not more-likely-than-not to be sustained.
20. Net Income per Share
Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock awards, convertible senior notes and warrants issued by the Company. The dilutive effect of outstanding stock awards is reflected in diluted earnings per share by application of the treasury stock method and the dilutive effect of the convertible securities is reflected in diluted earnings per share by application of the if-converted method.
The components used in the computation of basic and diluted net income per share for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands, except per share data):
| 2024 | 2023 | 2022 | |||||||||||||||
| Numerator: | |||||||||||||||||
| Net income | $ | 504,918 | $ | 547,629 | $ | 523,672 | |||||||||||
| Denominator: | |||||||||||||||||
| Shares used for basic net income per share | 151,392 | 152,510 | 159,089 | ||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Stock awards | 2,210 | 2,312 | 658 | ||||||||||||||
| Convertible senior notes | 744 | 575 | 720 | ||||||||||||||
| Warrants related to issuance of convertible senior notes | — | — | — | ||||||||||||||
| Shares used for diluted net income per share | 154,346 | 155,397 | 160,467 | ||||||||||||||
| Basic net income per share | $ | 3.34 | $ | 3.59 | $ | 3.29 | |||||||||||
| Diluted net income per share | $ | 3.27 | $ | 3.52 | $ | 3.26 |
For the years ended December 31, 2024, 2023 and 2022, certain potential outstanding shares from service-based stock awards and warrants were excluded from the computation of diluted net income per share because the effect of including these items was anti-dilutive. Additionally, certain market- and performance-based stock awards were excluded from the computation of diluted net income per share because the underlying market and performance conditions for such stock awards had not been met as of these dates. The number of potentially outstanding shares excluded from the computation of diluted net income per share for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Service-based stock awards | 2,171 | 2,947 | 2,211 | ||||||||||||||
| Market- and performance-based stock awards | 1,316 | 1,371 | 1,030 | ||||||||||||||
| Warrants related to issuance of convertible senior notes | 32,006 | 26,998 | 21,991 | ||||||||||||||
| Total shares excluded from computation | 35,493 | 31,316 | 25,232 |
21. Segment and Geographic Information
The Company’s chief operating decision-maker ("CODM") is the chief executive officer and the executive management team. As of December 31, 2024, the Company is currently organized and operates as one operating and reportable segment. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its services. Accordingly, the Company does not accumulate discrete financial information with respect to separate entities. The CODM assesses performance and makes decisions on optimizing the allocation of resources across functions and strategic investments using consolidated net income. Segment assets represent total assets as reported on the consolidated balance sheet.
Information regarding the Company's one operating segment for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Revenue | $ | 3,991,168 | $ | 3,811,920 | $ | 3,616,654 | |||||||||||
| Less: | |||||||||||||||||
| Co-location fees | 308,314 | 256,062 | 197,375 | ||||||||||||||
| Bandwidth fees | 233,100 | 228,038 | 205,268 | ||||||||||||||
| Network build-out and supporting services | 193,607 | 215,557 | 195,669 | ||||||||||||||
| Payroll and related costs | 1,511,272 | 1,408,866 | 1,346,769 | ||||||||||||||
| Capitalized salaries and related costs | (302,830) | (261,728) | (202,794) | ||||||||||||||
| Facilities-related costs | 86,671 | 90,061 | 103,473 | ||||||||||||||
| Software and related services | 71,687 | 69,970 | 70,736 | ||||||||||||||
| Other segment items (1) | 211,205 | 198,525 | 171,367 | ||||||||||||||
| Depreciation and amortization | 648,410 | 570,776 | 592,754 | ||||||||||||||
| Stock-based compensation | 393,378 | 328,467 | 217,185 | ||||||||||||||
| Restructuring charges | 95,441 | 56,643 | 13,529 | ||||||||||||||
| Acquisition-related costs | 7,502 | 13,345 | 29,049 | ||||||||||||||
| Interest and marketable securities income, net | (100,280) | (45,194) | (3,258) | ||||||||||||||
| Interest expense | 27,117 | 17,709 | 11,096 | ||||||||||||||
| Other expense, net | 19,561 | 12,296 | 10,433 | ||||||||||||||
| Income tax expense | 82,095 | 106,373 | 126,696 | ||||||||||||||
| (Gain) loss from equity method investment | — | (1,475) | 7,635 | ||||||||||||||
| Net income | $ | 504,918 | $ | 547,629 | $ | 523,672 |
(1) Other segment items includes marketing programs and related costs, third-party professional service fees, non-income related tax expense and other expenses.
The Company deploys its servers into networks worldwide. Net property and equipment, excluding internal-use software, and operating lease right-of-use assets, located in the U.S. and international locations, as of December 31, 2024 and 2023 was as follows (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Property and equipment, net, excluding internal-use software, located in the U.S. | $ | 616,376 | $ | 639,816 | |||||||
| Property and equipment, net, excluding internal-use software, located internationally | $ | 663,914 | $ | 616,750 | |||||||
| Operating lease right-of-use assets located in the U.S. | $ | 600,015 | $ | 624,489 | |||||||
| Operating lease right-of-use assets located internationally | $ | 406,723 | $ | 284,145 |
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