Item 1. Financial Statements (Unaudited)

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Item 1. Financial Statements (Unaudited)

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) (unaudited)June 30, 2025December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$850,302$517,707
Marketable securities116,3221,078,876
Accounts receivable, net of reserves of $5,181 and $3,522 at June 30, 2025, and December 31, 2024, respectively779,165727,687
Prepaid expenses and other current assets288,038253,827
Total current assets2,033,8272,578,097
Marketable securities591,249275,592
Property and equipment, net2,213,6291,995,071
Operating lease right-of-use assets1,063,3481,006,738
Acquired intangible assets, net675,217727,585
Goodwill3,170,0243,151,077
Deferred income tax assets597,015483,249
Other assets191,826151,376
Total assets$10,536,135$10,368,785

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS, continued

(in thousands, except share data) (unaudited)June 30, 2025December 31, 2024
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$146,617$130,447
Accrued expenses272,144370,888
Deferred revenue179,761149,222
Convertible senior notes—1,149,116
Operating lease liabilities271,500259,134
Other current liabilities10,49732,516
Total current liabilities880,5192,091,323
Deferred revenue25,30126,314
Deferred income tax liabilities23,37816,066
Convertible senior notes4,100,9772,396,695
Operating lease liabilities898,638829,660
Other liabilities139,814130,370
Total liabilities6,068,6275,490,428
Commitments and contingencies
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; 158,633,640 shares issued and 143,199,911 shares outstanding at June 30, 2025, and 155,647,988 shares issued and 150,025,096 outstanding at December 31, 20241,5861,556
Additional paid-in capital2,696,9752,618,384
Accumulated other comprehensive loss(87,417)(155,993)
Treasury stock, at cost, 10,028,703 shares at June 30, 2025, and 5,622,892 shares at December 31, 2024(1,343,323)(558,488)
Retained earnings3,199,6872,972,898
Total stockholders’ equity4,467,5084,878,357
Total liabilities and stockholders’ equity$10,536,135$10,368,785

The accompanying notes are an integral part of the condensed consolidated financial statements.

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended June 30,For the Six Months Ended June 30,
(in thousands, except per share data) (unaudited)2025202420252024
Revenue$1,043,494$979,580$2,058,633$1,966,550
Costs and operating expenses:
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)426,535402,888845,480797,631
Research and development125,838113,352249,387230,284
Sales and marketing146,239139,039280,370273,609
General and administrative162,597153,854318,530306,284
Amortization of acquired intangible assets27,72121,07655,35842,099
Restructuring charge3,1031,3853,4641,929
Total costs and operating expenses892,033831,5941,752,5891,651,836
Income from operations151,461147,986306,044314,714
Interest and marketable securities income, net14,12926,62833,65954,469
Interest expense(8,201)(6,829)(14,951)(13,647)
Other (expense) income, net(5,451)(949)569(438)
Income before provision for income taxes151,938166,836325,321355,098
Provision for income taxes(48,320)(35,148)(98,532)(47,992)
Net income$103,618$131,688$226,789$307,106
Net income per share:
Basic$0.72$0.86$1.54$2.02
Diluted$0.71$0.86$1.53$1.97
Shares used in per share calculations:
Basic144,757152,265146,905151,946
Diluted145,249153,588148,156155,527

The accompanying notes are an integral part of the condensed consolidated financial statements.

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30,For the Six Months Ended June 30,
(in thousands) (unaudited)2025202420252024
Net income$103,618$131,688$226,789$307,106
Other comprehensive gain (loss):
Foreign currency translation adjustments46,703(18,898)68,487(35,345)
Change in unrealized gain (loss) on investments, net of income tax (expense) benefit of $(413), $464, $(28) and $2,026 for the three and six months ended June 30, 2025 and 2024, respectively1,265(1,430)89(6,246)
Other comprehensive gain (loss)47,968(20,328)68,576(41,591)
Comprehensive income$151,586$111,360$295,365$265,515

The accompanying notes are an integral part of the condensed consolidated financial statements.

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,
(in thousands) (unaudited)20252024
Cash flows from operating activities:
Net income$226,789$307,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization349,483314,732
Stock-based compensation224,754191,726
Provision for deferred income taxes44,0633,479
Amortization of debt issuance costs3,2503,342
(Gain) loss on investments(9,313)66
Other non-cash reconciling items, net3,9823,958
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(33,117)16,802
Prepaid expenses and other current assets(29,699)(24,763)
Accounts payable and accrued expenses(84,541)(47,426)
Deferred revenue23,11722,697
Other current liabilities(22,457)980
Other non-current assets and liabilities14,038(9,858)
Net cash provided by operating activities710,349782,841
Cash flows from investing activities:
Cash received (paid) for business acquisitions, net of cash acquired790(434,066)
Cash paid for asset acquisitions(29,930)(4,796)
Purchases of property and equipment(263,312)(184,745)
Capitalization of internal-use software development costs(156,477)(152,546)
Purchases of short- and long-term marketable securities(669,795)(186,122)
Proceeds from sales of short- and long-term marketable securities266,004307,614
Proceeds from maturities and redemptions of short- and long-term marketable securities1,053,221211,861
Other, net(6,521)4,535
Net cash provided by (used in) investing activities193,980(438,265)

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

For the Six Months Ended June 30,
(in thousands) (unaudited)20252024
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility250,000—
Repayment of borrowings under revolving credit facility(250,000)—
Proceeds from the issuance of convertible senior notes, net of issuance costs1,702,188—
Proceeds from the issuance of warrants related to convertible senior notes330,855—
Purchase of note hedge related to convertible senior notes(605,820)—
Repayment of convertible senior notes(1,149,992)—
Proceeds related to the issuance of common stock under stock plans29,24128,266
Employee taxes paid related to net share settlement of stock awards(97,929)(141,247)
Repurchases of common stock(799,963)(253,258)
Other, net(2,035)(10,187)
Net cash used in financing activities(593,455)(376,426)
Effects of exchange rate changes on cash, cash equivalents and restricted cash21,501(9,306)
Net increase (decrease) in cash, cash equivalents and restricted cash332,375(41,156)
Cash, cash equivalents and restricted cash at beginning of period519,084490,470
Cash, cash equivalents and restricted cash at end of period$851,459$449,314
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds received of $3,634 and $5,033 for the six months ended June 30, 2025 and 2024, respectively$113,104$87,375
Cash paid for interest expense11,38010,145
Cash paid for operating lease liabilities156,036136,628
Non-cash activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities182,731206,460
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses75,56546,837
Capitalization of stock-based compensation63,91853,989
Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents$850,302$448,042
Restricted cash1,1571,272
Cash, cash equivalents and restricted cash$851,459$449,314

The accompanying notes are an integral part of the condensed consolidated financial statements.

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Three Months Ended June 30, 2025
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance at April 1, 2025146,086,802$1,578$2,673,892$(135,385)$(1,051,593)$3,096,069$4,584,561
Issuance of common stock upon the vesting of restricted and deferred stock units, net of shares withheld for employee taxes408,2264(12,785)(12,781)
Issuance of common stock under employee stock purchase plan458,208429,56829,572
Stock-based compensation131,756131,756
Issuance of warrants related to convertible senior notes330,855330,855
Purchase of note hedge related to convertible senior notes, net of deferred taxes of $149,509(456,311)(456,311)
Repurchases of common stock(3,870,468)(302,244)(302,244)
Re-issuance of treasury stock for 401(k) employer match117,14310,51410,514
Net income103,618103,618
Foreign currency translation adjustment46,70346,703
Change in unrealized gain on investments, net of tax1,2651,265
Balance at June 30, 2025143,199,911$1,586$2,696,975$(87,417)$(1,343,323)$3,199,687$4,467,508

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Three Months Ended June 30, 2024
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance at April 1, 2024152,411,363$1,536$2,230,875$(116,593)$(125,449)$2,643,398$4,633,767
Issuance of common stock upon the vesting of restricted and deferred stock units, net of shares withheld for employee taxes487,3804(15,066)(15,062)
Issuance of common stock under employee stock purchase plan369,920428,36528,369
Stock-based compensation124,051124,051
Repurchases of common stock(1,355,456)(127,809)(127,809)
Net income131,688131,688
Foreign currency translation adjustment(18,898)(18,898)
Change in unrealized loss on investments, net of tax(1,430)(1,430)
Balance at June 30, 2024151,913,207$1,544$2,368,225$(136,921)$(253,258)$2,775,086$4,754,676

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Six Months Ended June 30, 2025
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance at January 1, 2025150,025,096$1,556$2,618,384$(155,993)$(558,488)$2,972,898$4,878,357
Issuance of common stock upon the vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,527,44426(98,513)(98,487)
Issuance of common stock under employee stock purchase plan458,208429,56829,572
Stock-based compensation272,992272,992
Issuance of warrants related to convertible senior notes330,855330,855
Purchase of note hedge related to convertible senior notes, net of deferred taxes of $149,509(456,311)(456,311)
Repurchases of common stock(10,028,703)(805,335)(805,335)
Re-issuance of treasury stock for 401(k) employer match217,86620,50020,500
Net income226,789226,789
Foreign currency translation adjustment68,48768,487
Change in unrealized gain on investments, net of tax8989
Balance at June 30, 2025143,199,911$1,586$2,696,975$(87,417)$(1,343,323)$3,199,687$4,467,508

AKAMAI TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Six Months Ended June 30, 2024
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance at January 1, 2024151,232,908$1,512$2,222,993$(95,330)$—$2,467,980$4,597,155
Issuance of common stock upon the vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,808,44728(142,086)(142,058)
Issuance of common stock under employee stock purchase plan369,920428,36528,369
Stock-based compensation258,953258,953
Repurchases of common stock(2,498,068)(253,258)(253,258)
Net income307,106307,106
Foreign currency translation adjustment(35,345)(35,345)
Change in unrealized loss on investments, net of tax(6,246)(6,246)
Balance at June 30, 2024151,913,207$1,544$2,368,225$(136,921)$(253,258)$2,775,086$4,754,676

The accompanying notes are an integral part of the condensed consolidated financial statements.

AKAMAI TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONDENSED 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 interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. These financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation in the accompanying interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed in, or omitted from, these interim financial statements. Accordingly, the unaudited interim condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 24, 2025. The December 31, 2024 condensed consolidated balance sheet included herein is derived from the Company's audited consolidated financial statements.

The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of the results of all interim periods reported herein.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued guidance which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance will be effective for the Company on January 1, 2026, and is to be applied prospectively with the option to adopt retrospectively. The Company has historically not had induced conversions of its convertible senior notes and does not anticipate this guidance to have an impact on its consolidated financial statements or its disclosures upon adoption.

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 in the process of evaluating the guidance and does not anticipate an impact on its consolidated financial statements other than for the additional required disclosures.

.

2. Fair Value Measurements

Available-for-sale marketable securities held as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

Gross UnrealizedClassification on Balance Sheet
Amortized CostGainsLossesAggregate Fair ValueShort-Term Marketable SecuritiesLong-Term Marketable Securities
As of June 30, 2025
Time deposits$24,607$—$—$24,607$24,607$—
Corporate bonds644,0951,780(70)645,80579,160566,645
$668,702$1,780$(70)$670,412$103,767$566,645
As of December 31, 2024
Time deposits$11,330$—$—$11,330$11,330$—
Corporate bonds1,003,9151,369(307)1,004,977808,800196,177
U.S. government agency obligations303,816567(36)304,347249,31855,029
$1,319,061$1,936$(343)$1,320,654$1,069,448$251,206

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 interim condensed consolidated balance sheets.

Unrealized gains and unrealized losses on investments classified as available-for-sale are included within accumulated other comprehensive loss in the interim condensed consolidated balance sheets. Upon realization, those amounts are reclassified from accumulated other comprehensive loss to interest and marketable securities income, net in the interim condensed consolidated statements of income. As of June 30, 2025, the Company did not hold any available-for-sale marketable securities in a continuous unrealized loss position for more than 12 months.

Fair Value Measurements

The fair value measurements within the fair value hierarchy of the Company’s financial assets as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

Total Fair ValueFair Value Measurements at Reporting Date Using
Level 1Level 2
As of June 30, 2025
Cash Equivalents and Marketable Securities:
Money market funds$343,248$343,248$—
Time deposits85,478—85,478
Corporate bonds645,805—645,805
Mutual funds27,63727,637—
$1,102,168$370,885$731,283
As of December 31, 2024
Cash Equivalents and Marketable Securities:
Money market funds$163,722$163,722$—
Time deposits64,202—64,202
Corporate bonds1,004,977—1,004,977
U.S. government agency obligations304,347—304,347
Mutual funds26,58026,580—
$1,563,828$190,302$1,373,526

As of June 30, 2025 and December 31, 2024, 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 six months ended June 30, 2025.

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 June 30, 2025 and December 31, 2024 were as follows (in thousands):

June 30, 2025December 31, 2024
Due in 1 year or less$103,767$1,069,448
Due after 1 year through 5 years566,645251,206
$670,412$1,320,654

3. Accounts Receivable

Net accounts receivable consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025December 31, 2024
Trade accounts receivable$560,517$508,928
Unbilled accounts receivable223,829222,281
Gross accounts receivable784,346731,209
Allowances for current expected credit losses and other reserves(5,181)(3,522)
Accounts receivable, net$779,165$727,687

A summary of activity in the accounts receivable allowance for current expected credit losses and other reserves for the six months ended June 30, 2025 and 2024 was as follows (in thousands):

June 30, 2025June 30, 2024
Beginning balance$3,522$3,469
Charges to income from operations6,7082,867
Collections from customers previously reserved and other(5,049)(3,408)
Ending balance$5,181$2,928

Charges to income from operations primarily represents charges to provision for doubtful accounts for increases in the allowance for current expected credit losses.

4. Incremental Costs to Obtain a Contract with a Customer

Deferred costs associated with obtaining customer contracts, specifically commission and incentive payments, as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

June 30, 2025December 31, 2024
Deferred costs included in prepaid expenses and other current assets$58,408$72,391
Deferred costs included in other assets81,23658,996
Total deferred costs$139,644$131,387

Information related to incremental costs to obtain a contract with a customer for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Amortization expense related to deferred costs$15,375$15,374$29,164$29,737
Incremental costs capitalized17,78323,36432,08442,706

Amortization expense related to deferred costs is primarily included in sales and marketing expense in the interim condensed consolidated statements of income.

5. Acquired Intangible Assets and Goodwill

Acquired intangible assets that are subject to amortization consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Completed technologies$465,686$(243,422)$222,264$463,766$(223,480)$240,286
Customer-related intangible assets764,086(351,058)413,028758,817(313,991)444,826
Trademarks and trade names15,346(11,393)3,95315,318(10,579)4,739
Acquired license rights44,810(8,838)35,97244,810(7,076)37,734
Total$1,289,928$(614,711)$675,217$1,282,711$(555,126)$727,585

Based on the Company’s acquired intangible assets as of June 30, 2025, aggregate expense related to amortization of acquired intangible assets is expected to be $55.7 million for the remainder of 2025, and $104.0 million, $89.2 million, $81.8 million and $75.9 million for 2026, 2027, 2028 and 2029, respectively.

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 were as follows (in thousands):

Balance as of January 1, 2025$3,151,077
Measurement period adjustments related to an acquisition completed in prior year(996)
Foreign currency translation19,943
Balance as of June 30, 2025$3,170,024

The Company tests goodwill for impairment at least annually. Through the date the interim condensed consolidated financial statements were issued, no triggering events have occurred that would indicate that a potential impairment exists.

6. Debt

Convertible Senior Notes

In May 2025, the Company issued $1,725.0 million in principal amount of convertible senior notes due 2033 and entered into related convertible note hedge and warrant transactions. The Company intends to use a portion of the net proceeds to repay at maturity its $1,150.0 million outstanding aggregate principal amount of convertible senior notes due in 2027.

Including the May 2025 issuance of $1,725.0 million in principal amount of convertible senior notes, the Company has three convertible senior notes ("2033 Notes", "2029 Notes" and "2027 Notes") outstanding with a par value totaling $4,140.0 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:

NotesIssuance DateMaturity DatePrincipal Amount (in thousands)Coupon Interest RateEffective Interest Rate
2033 NotesMay 19, 2025May 15, 2033(1)$1,725,0000.250%0.483%
2029 NotesAugust 18, 2023February 15, 2029$1,265,0001.125%1.388%
2027 NotesAugust 16, 2019September 1, 2027$1,150,0000.375%0.539%

(1) Holders of the 2033 Notes have the right to require the Company to repurchase for cash all or a portion of their 2033 Notes on May 15, 2031 if the last reported sale price of the Company’s common stock on the trading day immediately preceding the business day immediately preceding May 15, 2031 is less than the conversion price per share. The repurchase price will be equal to 100% of the principal amount of the 2033 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the optional repurchase date.

Additionally, on May 1, 2025, the Company repaid $1,150.0 million in par value of convertible senior notes that matured (“2025 Notes”). The 2025 Notes were senior unsecured obligations of the Company and bore interest at 0.125%.

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 September 30, 2025 for the 2033 Notes, December 31, 2023 for the 2029 Notes and December 31, 2019 for the 2027 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 for the outstanding Notes as of June 30, 2025 are as follows:

NotesConversion DateConversion Rate (1)Conversion Price per Share (1)
2033 NotesJanuary 15, 203310.7513$93.01
2029 NotesOctober 15, 20287.9170$126.31
2027 NotesMay 1, 20278.6073$116.18

(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 June 30, 2025 and December 31, 2024 (in thousands):

2033 Notes2029 Notes2027 Notes2025 NotesTotal
As of June 30, 2025
Principal$1,725,000$1,265,000$1,150,000$—$4,140,000
Less: issuance costs, net of amortization(23,237)(11,776)(4,010)—(39,023)
Net carrying amount$1,701,763$1,253,224$1,145,990$—$4,100,977
Estimated fair value (1)$1,783,184$1,200,498$1,117,593$—$4,101,275
As of December 31, 2024
Principal$—$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

(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 month. 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 interim condensed 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 interim condensed consolidated financial statements. The following table summarizes the main terms impacting the note hedges and warrants (in thousands, except per share data):

2033 Notes2029 Notes2027 Notes
Note hedge transaction costs$605,820$236,555$312,225
Shares covered by note hedge transactions18,54610,0159,898
Shares related to warrant transactions18,54610,0159,898
Strike price per share related to warrant transactions$155.02$180.44$178.74
Aggregate proceeds from sale of warrants$330,855$90,195$185,150

With the issuance of the 2025 Notes, the Company previously entered into related hedge and warrant transactions. The hedges have expired. The warrants for 12.1 million shares of the Company’s common stock at a strike price of approximately $149.18 per share that resulted in aggregate proceeds of $119.9 million expire during the fourth quarter of 2025.

Revolving Credit Facilities

In January 2025, the Company entered into a $150.0 million uncommitted revolving credit agreement ("2025 Credit Agreement"). Any outstanding borrowings are secured by collateral, consisting primarily of available-for-sale marketable securities. 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 expire 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. There were no outstanding borrowings under the 2025 Credit Agreement as of June 30, 2025.

In November 2022, the Company entered into a $500.0 million revolving credit agreement (“2022 Credit Agreement”). The 2022 Credit Agreement was amended in May 2025 to increase the aggregate revolving commitments under the 2022 Credit Agreement from $500.0 million to $1.0 billion and to extend the expiration one year. Borrowings under the 2022 Credit Agreement may be used to finance working capital needs and for general corporate purposes. The 2022 Credit Agreement expires on November 22, 2028, and any amounts outstanding thereunder will become due and payable, subject to up to a one-year extension 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, 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 June 30, 2025, 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. In April 2025, the Company borrowed $250.0 million under the 2022 Credit Agreement, which was repaid in May 2025. There were no outstanding borrowings under the 2022 Credit Agreement as of June 30, 2025.

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 interim condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Amortization of debt issuance costs$2,022$1,949$3,981$3,895
Coupon interest payable on 2033 Notes491—491—
Coupon interest payable on 2029 Notes3,5583,5587,1167,116
Coupon interest payable on 2027 Notes1,0781,0782,1562,156
Coupon interest payable on 2025 Notes124359483718
Interest payable and commitment fees under the credit agreements1,3051741,455315
Capitalization of interest expense(377)(289)(731)(553)
Total interest expense$8,201$6,829$14,951$13,647

7. 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 has incurred $63.8 million of restructuring charges related to this action through June 30, 2025. There were no material charges incurred during the three and six months ended June 30, 2025, and the Company does not expect to incur any material additional charges related to this action.

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 liability for restructuring charges for employee severance and related expenses is substantially included in other current liabilities on the consolidated balance sheets. The changes in the liability for all restructuring actions for the six months ended June 30, 2025 were as follows (in thousands):

Q3 2024 ActionAcquisitions Related and OtherTotal
Balance as of January 1, 2025$24,606$1,745$26,351
Costs incurred4321,6472,079
Cash disbursements(23,995)(1,142)(25,137)
Translation adjustments and other27452326
Balance as of June 30, 2025$1,317$2,302$3,619

8. Stockholders’ Equity

Share Repurchase Program

In May 2024, the board of directors authorized a $2.0 billion share repurchase program, effective May 2024 through June 2027, of which $1,180.5 million remains available for repurchase as of June 30, 2025. The Company's goals for the share repurchase program are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to shareholders as business and market conditions warrant, while still preserving its ability to pursue other strategic opportunities.

During the three and six months ended June 30, 2025, the Company repurchased 3.9 million and 10.0 million shares of its common stock, respectively, for $300.0 million and $800.0 million, respectively.

Stock-Based Compensation

Components of total stock-based compensation included in the Company’s interim condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Cost of revenue$19,314$15,864$38,242$28,482
Research and development39,80336,95182,07174,996
Sales and marketing22,26318,97644,70337,787
General and administrative31,39626,67559,73850,461
Total stock-based compensation112,77698,466224,754191,726
Provision for income taxes(20,465)(21,741)(35,262)(62,081)
Total stock-based compensation, net of income taxes$92,311$76,725$189,492$129,645

During 2025, the Company's matching program related to the savings plan for its U.S. employees that is designed to be qualified under Section 401(k) of the Internal Revenue Code was redesigned to be settled in shares of the Company's common stock instead of cash and the percentage match was increased.

In addition to the amounts of stock-based compensation reported in the table above, the Company’s interim condensed consolidated statements of income also include stock-based compensation reflected as a component of amortization primarily consisting of capitalized internal-use software; the additional stock-based compensation was $12.2 million and $24.4 million for the three and six months ended June 30, 2025, respectively, before taxes, and $10.3 million and $20.3 million for the three and six months ended June 30, 2024, respectively, before taxes.

9. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, which is reported as a component of stockholders' equity, for the six months ended June 30, 2025 were as follows (in thousands):

Foreign Currency TranslationNet Unrealized Gains on InvestmentsTotal
Balance as of January 1, 2025$(157,099)$1,106$(155,993)
Other comprehensive gain68,4878968,576
Balance as of June 30, 2025$(88,612)$1,195$(87,417)

Amounts reclassified from accumulated other comprehensive loss to net income were insignificant for the six months ended June 30, 2025.

10. 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 interim condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
U.S.$527,607$508,696$1,056,346$1,021,043
International515,887470,8841,002,287945,507
Total revenue$1,043,494$979,580$2,058,633$1,966,550

The Company reports its revenue in three solution categories: security, delivery and cloud computing. 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. Cloud computing includes compute, storage, networking, database and container management services. Revenue by solution category included in the Company’s interim condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Security$551,914$498,708$1,082,609$989,389
Delivery320,125329,399639,113681,157
Cloud computing171,455151,473336,911296,004
Total revenue$1,043,494$979,580$2,058,633$1,966,550

Most security, delivery and cloud computing 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 six months ended June 30, 2025 and 2024, the Company recognized $112.7 million and $84.8 million of revenue that was included in deferred revenue as of December 31, 2024 and 2023, respectively.

As of June 30, 2025, 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 six months ended June 30, 2025 and 2024, related to performance obligations satisfied in previous periods was not material.

11. Income Taxes

The Company's effective income tax rate is based on estimated income for the year, the estimated composition of the income in different jurisdictions and discrete adjustments, if any, in the applicable quarterly periods. Potential discrete adjustments include tax charges or benefits related to stock-based compensation, changes in tax legislation, settlements of tax audits or assessments, uncertain tax positions and acquisitions, among other items.

The Company’s effective income tax rate was 30.3% and 13.5% for the six months ended June 30, 2025 and 2024, respectively. The higher effective tax rate for the six months ended June 30, 2025 was primarily due to a shortfall in the tax benefit related to stock-based compensation, an increase in certain tax reserves, an increase in the valuation allowance recorded against state and foreign credits and the revaluation of certain foreign income tax liabilities due to foreign exchange rate fluctuations.

For the six months ended June 30, 2025, the effective income tax rate was higher than the federal statutory tax rate due to a shortfall in the tax benefit related to stock-based compensation, non-deductible stock-based compensation and an increase in certain tax reserves. These amounts were partially offset by foreign income taxed at lower rates and the benefit of U.S. federal, state and foreign research and development credits.

For the six months ended June 30, 2024, the effective income tax rate was lower than the federal statutory tax rate due to the excess tax benefit related to stock-based compensation, foreign income taxed at lower rates and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by non-deductible stock-based compensation and the 15% global minimum corporate income tax.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is in the process of evaluating the impact of the OBBBA on its consolidated financial statements.

12. 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 three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except per share data):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Numerator:
Net income$103,618$131,688$226,789$307,106
Denominator:
Shares used for basic net income per share144,757152,265146,905151,946
Effect of dilutive securities:
Stock awards4921,1241,2512,425
Convertible senior notes—199—1,156
Warrants related to issuance of convertible senior notes————
Shares used for diluted net income per share145,249153,588148,156155,527
Basic net income per share$0.72$0.86$1.54$2.02
Diluted net income per share$0.71$0.86$1.53$1.97

For the three and six months ended June 30, 2025 and 2024, 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 three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Service-based stock awards2,3893,2695,0663,715
Market- and performance-based stock awards1,5831,3151,5831,321
Warrants related to issuance of convertible senior notes50,55232,00641,27932,006
Total shares excluded from computation54,52436,59047,92837,042

13. Segment Information

The Company’s chief operating decision-maker ("CODM") is the chief executive officer and the executive management team. As of June 30, 2025, 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 interim condensed consolidated balance sheets.

Information regarding the Company's one operating segment for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30, 2025
2025202420252024
Revenue$1,043,494$979,580$2,058,633$1,966,550
Less:
Co-location fees87,18975,335170,950147,996
Bandwidth fees45,64761,25993,470122,431
Network build-out and supporting services58,22346,224112,29792,337
Payroll and related costs391,431368,869771,945752,964
Capitalized salaries and related costs(80,183)(75,271)(160,954)(153,924)
Facilities-related costs21,27420,94643,14342,496
Software and related services21,40317,73241,52135,523
Other segment items (1)54,43555,921101,147101,275
Depreciation and amortization175,461158,549349,483314,732
Stock-based compensation112,77698,466224,754191,726
Restructuring charges3,1031,3853,4641,929
Acquisition-related costs1,2742,1791,3692,351
Interest and marketable securities income, net(14,129)(26,628)(33,659)(54,469)
Interest expense8,2016,82914,95113,647
Other expense (income), net5,451949(569)438
Provision for income taxes48,32035,14898,53247,992
Net income$103,618$131,688$226,789$307,106

(1) Other segment items includes marketing programs and related costs, third-party professional service fees, non-income related tax expense and other expenses.

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