F5 (FFIV) 10-K risk factor changes: FY2023 vs FY2022

[removed: Our] [added: - Our] business could be adversely impacted by conditions affecting the [removed: information technology market][added: markets in which we compete;]

We are dependent upon the overall economic health of our current and prospective [removed: customers and the continued growth and evolution of the Internet.][added: customers.]

Demand for our products and services depends substantially upon the general demand for application [removed: delivery products] [added: security] and [removed: associated services,] [added: delivery solutions,] which fluctuates based on numerous factors, including capital spending levels and growth of our current and prospective customers, as well as general economic conditions.

Future economic projections for the information technology sector are uncertain as companies continue to reassess their spending for technology projects and embrace [removed: new models for delivery] [added: a range] of [removed: IT services, such as cloud computing] [added: consumption models from physical systems to software, SaaS-based] and [removed: highly orchestrated software defined networking environments.][added: managed services solutions.]

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

We [removed: are devoting] [added: devote] significant resources to develop and deploy our [removed: own competing] cloud-based and SaaS software and services strategies.

While we believe our expertise and investments in software and infrastructure for cloud-based services provides us with a strong foundation to compete, it is uncertain whether our strategies will [added: continue to] attract the customers or generate the revenue required to be successful.

As [removed: IT] [added: technology] companies attempt to strengthen or maintain their market positions in the evolving application delivery, mobility, cloud networking and cloud platform markets, these companies continue to seek to deliver comprehensive [removed: IT] solutions to end users and combine enterprise-level hardware and software solutions that may compete with our solutions and which could negatively impact our partnerships.

[removed: We] [added: - We] may not be able to compete effectively in the [removed: emerging] application [removed: delivery and] security [removed: market][added: and delivery market;]

The markets we serve are [removed: new,] rapidly evolving and highly competitive, and we expect competition to persist and intensify in the future.

- requirements that our products interoperate with [removed: those of] [added: technologies from] other [removed: IT] vendors to enable ease of management;

[removed: Our] [added: - Our] success depends on sales and continued innovation of our application [removed: delivery and] security [added: and delivery] product [removed: lines][added: lines;]

We expect to derive a significant portion of our net revenues from the sale of our [added: cloud,] software and hardware application [removed: delivery and] security [added: and delivery] product lines in the future.

Security vulnerabilities in our IT [removed: systems] [added: infrastructure] or [added: multi-cloud application security and delivery] products [added: and services] as well as unforeseen product errors could have a material adverse impact on our business results of operations, financial condition and reputation

Our [removed: information systems] [added: IT infrastructure] and those of our partners and customers are subject to the increasing threat of intrusions by a wide range of [added: bad] actors [added: and malicious parties,] including computer programmers, hackers or sophisticated nation-state and nation-state supported actors or they may be compromised due to employee error or wrongful conduct, malfeasance, or other disruptions.

Despite our security measures, and those of our third-party vendors, our [removed: information technology and] [added: IT] infrastructure has experienced breaches or disruptions and may be [added: vulnerable in the future to breach, attacks or disruptions.]

If any breach or attack compromises our [removed: networks,] [added: IT infrastructure,] creates system disruptions or slowdowns or exploits security vulnerabilities [removed: of our products,] [added: therein,] the information stored on our networks or those of our customers could be accessed and modified, publicly disclosed, lost or stolen, and we may be subject to liability to our customers, suppliers, business partners and others, and suffer reputational and financial harm.

[removed: We devote significant resources to addressing security vulnerabilities in our IT systems, product solutions and services through our] [added: These] efforts [added: include, but are not limited] to [removed: engineer more secure solutions] [added: engineering] and [removed: services, enhance] [added: enhancing] security and reliability features in our [removed: solutions] [added: products] and services, [removed: deploy] [added: deploying] security updates to address security [removed: vulnerabilities] [added: vulnerabilities,] and seek to respond to known security incidents in sufficient time to minimize any potential adverse [removed: impact.][added: impacts to our customers and IT infrastructure.]

Despite our efforts to harden our [removed: infrastructure] [added: IT infrastructure, our security] and [removed: build secure solutions,] [added: delivery products and services against these risks,] from time to time, we experience attacks and other cyber-threats.

These attacks can seek to exploit, among other things, known or unknown vulnerabilities in technology included in our IT infrastructure, [removed: solutions] [added: security] and [added: delivery products and] services.

While we have undertaken efforts to mitigate these vulnerabilities, they could render our [removed: internal systems, products,] [added: IT infrastructure, security] and [removed: solutions] [added: delivery products] and services susceptible to a [removed: cyber-attack.][added: cyber-attack which may subject the Company to liability to our customers, suppliers, business partners and others, and suffer reputational and financial harm.]

Any errors, defects or vulnerabilities in our products or IT [removed: systems] [added: infrastructure] could result in:

[added: For example, our order entry system provides] information to the systems of our contract manufacturers, which enables them to build and ship our products.

[removed: This] [added: These] restructuring [added: activities] could lead to increased attrition amongst those employees who were not directly affected by the reduction in force program.

Our inability to successfully operate and integrate newly-acquired businesses appropriately, effectively and in a timely manner, or to retain key personnel of any acquired business, could have a material adverse effect on our ability to take advantage of further growth in demand for [removed: integrated traffic management and] [added: application] security [added: and delivery] solutions and other advances in technology, as well as on our revenues, gross margins and expenses.

[removed: Despite efforts to mitigate the effects of supply chain constraints, the] [added: The] unavailability of suitable components, any interruption or delay in the supply of any of these hardware components or the inability to procure a similar component from alternate sources at acceptable prices within a reasonable time, may delay assembly and our ability to fulfill our sales of our products and, hence, our revenues, and may harm our business and results of operations.

Historically, our sales cycle has [removed: ranged from approximately two to three months and has] tended to lengthen as our products become increasingly complex.

In addition, two worldwide distributors of our products accounted for [removed: 33.4%] [added: 30.6%] of our total net revenue for fiscal year [removed: 2022.][added: 2023.]

Additionally, we have exposure to the credit risks of some of our [removed: customers and sub-tenants.][added: customers.]

If there is a deterioration of a [removed: sub-tenant’s or a] major customer’s creditworthiness or actual defaults are higher than expected, future losses, if incurred, could harm our business and have a material adverse effect on our operating results.

[removed: Global economic and geopolitical conditions] [added: - Continued macroeconomic downturns or uncertainties] may harm our industry, [removed: business] [added: business,] and results of [removed: operations.][added: operations;]

We operate globally and as a result, our business, [removed: revenues] [added: revenues,] and profitability [removed: are] [added: may be] impacted by global macroeconomic conditions.

In addition, cyber-attacks, acts of terrorism, or other geopolitical unrest could cause disruptions in our business or the business of our supply chain, manufacturers, logistics providers, partners, or end-customers or the economy as a [added: whole.]

Risk Factor Summary

[Operational and Execution](#ic462a10217a040b8a3fa0da5d06be6fe_1599) [Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1599)

- Cloud-based and SaaS computing trends present competitive and execution risks;

- Security vulnerabilities in our IT infrastructure or multi-cloud application security and delivery solutions and services as well as unforeseen product errors could have a material adverse impact on our business results of operations, financial condition and reputation;

- We are dependent on various information technology systems, and failures of or interruptions to those systems could harm our business;

- Our success depends on our key personnel and our ability to hire, retain and motivate qualified executives, sales and marketing, operations, product development and professional services personnel;

- Acquisitions present many risks and we may not realize the financial and strategic goals that are contemplated at the time of the transaction;

- Our success depends upon our ability to effectively plan and manage our resources and restructure our business;

- Our business may be harmed if our contract manufacturers are not able to provide us with adequate supplies of our products or if a single source of hardware assembly is lost or impaired;

- Our business could suffer if there are any interruptions or delays in the supply of hardware components from our third-party sources;

- It is difficult to predict our future operating results because we have an unpredictable sales cycle;

- We may not be able to sustain or develop new distribution relationships, and a reduction or delay in sales to significant distribution partners could hurt our business;

- Reliance on fulfillment at the end of the quarter could cause our revenue for the applicable period to fall below expected levels;

- Our operating results are exposed to risks associated with international commerce.

- The average selling price of our products may decrease and our costs may increase, which may negatively impact revenues and profits;

[Strategic and Industry Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1624)

- Industry consolidation may result in increased competition;

- Our success depends on our timely development of new software and systems products and features, market acceptance of new software and systems product offerings and proper management of the timing of the life cycle of our software and systems products;

- Issues related to the development and use of artificial intelligence ("AI") could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm of our business

- Misuse of our products could harm our reputation.

[Legal and Regulatory Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1649)

- Our failure to adequately protect personal information could have a material adverse effect on our business;

- A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks;

- We face litigation risks;

- We may not be able to adequately protect our intellectual property, and our products may infringe on the intellectual property rights of third parties;

- We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets;

- Changes in governmental regulations could negatively affect our revenues.

[Financial Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1673)

- We may have exposure to greater than anticipated tax liabilities;

- We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations;

- Changes in financial accounting standards may cause adverse unexpected revenue fluctuations and affect our reported results of operations;

- If we are unable to maintain effective internal control over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.

[Risks Related to our Common Stock](#ic462a10217a040b8a3fa0da5d06be6fe_1721)

- Our quarterly and annual operating results may fluctuate in future periods, which may cause our stock price to fluctuate;

- Anti-takeover provisions could make it more difficult for a third party to acquire us;

- Our stock price could be volatile, particularly during times of economic uncertainty and volatility in domestic and international stock markets;

- If securities or industry analysts publish inaccurate or unfavorable research about our business, or discontinue publishing research about our business, the price and trading volume of our securities could decline.

[General Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1697)

- We face risks associated with having operations and employees located in Israel;

- Our business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made problems such as terrorism;

vulnerable in the future to breach, attacks or disruptions.

In addition, our products are used to manage critical applications and data for customers and third parties may attempt to exploit security vulnerabilities in our products as well as our internal IT systems.

As we continue to focus on the development and marketing of security solutions, we become a bigger target for malicious computer hackers, including sophisticated nation-state and nation-state supported actors who wish to exploit security vulnerabilities in our products or IT systems.

For example, our order entry system provides

In addition, we recently announced a restructuring to re-align our workforce to match strategic and financial objectives and optimize resources for long term growth, including a reduction in force program impacting a number of employees.

We recently implemented a restructuring program, which we cannot guarantee will achieve its intended result

In the first fiscal quarter of 2022, we completed a restructuring program to match strategic and financial objectives and optimize resources for long term growth.

We incur substantial costs to implement restructuring plans, and our restructuring activities may subject us to litigation risks and expenses.

Our past restructuring plans do not provide any assurance that additional restructuring plans will not be required or implemented in the future.

In addition, our restructuring plans may have other consequences, such as attrition beyond our planned reduction in workforce, a negative effect on employee morale and productivity or our ability to attract highly skilled employees.

Our competitors may also use our restructuring plans to seek to gain a competitive advantage over us.

As a result, our restructuring plans may affect our revenue and other operating results in the future.

Lead times for these components vary significantly and are increasing in light of global shortages of critical components.

Global supply chain constraints in the wake of the COVID-19 pandemic continue to decrease our visibility into component availability and lead times.

Our results of operations and cash flows could be affected by future guidance implementing the provisions of the Tax Cuts and Jobs Act.

The success of our activities is affected by general economic and market conditions, including, among others, inflation, interest rates, tax rates, economic uncertainty, political instability, warfare, changes in laws, trade barriers, and economic and trade sanctions.

The U.S. capital markets experienced and continue to experience extreme volatility and disruption following the global outbreak of COVID-19 in 2020 and the Russian invasion of Ukraine in 2022.

Furthermore, inflation rates in the U.S. have recently increased to levels not seen in decades.

Such economic volatility could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions could negatively impact us.

These unfavorable economic conditions could increase our operating costs, which could negatively impact our profitability.

Geopolitical destabilization and warfare have impacted and could continue to impact global currency exchange rates,

commodity prices, trade and movement of resources, which may adversely affect the buying power of our customers, our access to and cost of resources from our suppliers, and ability to operate or grow our business.

Additionally, we have offices and employees located in regions that historically have and may experience periods of political instability, warfare, changes in laws, trade barriers, and economic and trade sanctions.

Adverse conditions in these countries directly affect our operations.

As a result, our operations and employees could be disrupted and may not be able to function at full capacity, which could adversely affect our business, results of operations, financial condition, and cash flows.

Further, while our ability to do business has not been materially affected, the Russian invasion of Ukraine and the global restrictive measures that have been taken, and could be taken in the future, have created significant global economic uncertainty that could prolong and escalate tensions and expand the geopolitical conflict, which could have a lasting impact on regional and global economies, any of which could harm our business and operating results.

The effects of a pandemic or widespread health epidemic such as the coronavirus outbreak could have a material adverse effect on our business and results of operations

The COVID-19 pandemic has disrupted the U.S. and global economies and put unprecedented strain on governments, healthcare systems, educational institutions, businesses, and individuals around the world, the impact and duration of which is difficult to assess or predict.

It is especially difficult to predict the impact on the global economic markets, which have been and will continue to be highly dependent upon the actions of governments, businesses, and other enterprises in response to the pandemic, as well as the effectiveness of those actions.

The impacts of the global pandemic on our business and financial outlook are currently unknown.

Areas that may or may not be adversely disrupted or impacted by the COVID-19 pandemic include, but are not limited to: customer demand for our products and services, reductions in customer spend, delayed or the inability to collect from our customers, disruptions to our supply chain that could result in delays, shortages or increased costs of our products, disruptions to our operations in servicing our customers as a result of working remotely or business location closures, which all may adversely impact our business, results of operations and overall financial performance in future periods.

In addition, on January 31, 2020, the United Kingdom withdrew from the European Union (commonly referred to as Brexit).

Brexit could lead to economic and legal uncertainty, including volatility in global stock markets and currency exchange rates, and increasingly divergent laws, regulations, and licensing requirements.

Any of these effects of Brexit, among others, could adversely affect our operations and financial results.

New regulations related to conflict minerals may force us to incur additional expenses and could limit the supply and increase the costs of certain metals and minerals used in the manufacturing of our products

In August 2012, the SEC adopted new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (or the Dodd-Frank Act) for companies that use certain minerals and derivative metals (referred to as conflict minerals, regardless of their country of origin) in their products, whether or not these products are manufactured by third parties.

The Dodd-Frank Act requires companies to perform due diligence and disclose whether or not such minerals originate from the Democratic Republic of Congo or adjoining countries.

We filed a report on Form SD with the SEC regarding such

matters on May 31, 2022.

These requirements could adversely affect the sourcing, availability and pricing of minerals or metals used in the manufacture of our products and the numerous components that go into our products all of which could adversely affect our business, financial condition, and operating results.

The majority of our product revenues are derived from sales of our application security and delivery solutions including our BIG-IP software and systems, F5 NGINX software, and our [removed: Silverline] [added: F5 Distributed Cloud Services] offerings.

[removed: We also derive revenues from the sales of] [added: Our] global services [removed: including] [added: revenue includes] annual maintenance contracts, training and consulting services.

In addition, factors such as sales price, product and services mix, inventory obsolescence, returns, component price increases, warranty costs, global supply chain constraints, and the remaining uncertainty surrounding the COVID-19 pandemic could significantly impact our gross [removed: margins from quarter to quarter.][added: margins.]

[removed: The] [added: In fiscal year 2022, the] decrease [removed: in] [added: to] cash and [added: cash equivalents, short-term] investments [removed: for fiscal] [added: and long-term investments from the prior] year [removed: 2022] was primarily due to $500.0 million of cash used for the repurchase of [removed: shares] [added: outstanding common stock] and $68.0 million in cash paid for the acquisition of Threat Stack in the first quarter of fiscal 2022.

The decrease [removed: in cash and investments for fiscal year 2022] was partially offset by cash provided by operating activities of [removed: $442.6] [added: $653.4] million.

We will continue to evaluate possible acquisitions of, or investments in businesses, products, or technologies that we believe are strategic, which may [added: require the use of cash.]

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

As of September 30, [removed: 2022,] [added: 2023,] there were no outstanding borrowings under the Revolving Credit Facility, and we had available borrowing capacity of $350.0 million.

Deferred revenues continued to increase in fiscal [removed: 2022] [added: 2023] due to [added: an increase in maintenance renewal contracts related to our existing product installation base and] the growth of our subscriptions business.

Our days sales outstanding for the fourth quarter of fiscal year [removed: 2022] [added: 2023] was [removed: 60.][added: 58.]

We believe that, of our significant accounting policies, which are described in Note 1 of the notes to the consolidated financial statements, the following accounting [removed: policies involve] [added: policy involves] a greater degree of judgment and complexity.

Accordingly, [removed: these are the policies] we believe [removed: are] the [added: following policy is the] most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenues for post-contract customer support [removed: (PCS)] [added: ("PCS")] are recognized on a straight-line basis over the service contract term.

Sales commissions for initial service contracts and subscription offerings are deferred and then amortized as an expense on a straight-line basis over the period of [removed: benefit] [added: benefit,] which management has determined to be 4.5 years [added: for initial service] and 3 [removed: years, respectively.][added: to 5 years for subscription offerings.]

Management [removed: exercises significant judgment in assessing] [added: assesses] contractual terms in these [removed: arrangements] [added: agreements] to identify and evaluate performance obligations.

The following discussion and analysis should be read in conjunction with our consolidated financial [removed: statements and] [added: statements,] related notes [added: and risk factors] included elsewhere in this Annual Report on Form 10-K.

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Products | | | | | | $ | [removed: 1,317,117] [added: 1,334,638] | | | | | $ | [removed: 1,247,084] [added: 1,317,117] | | | | | $ | [removed: 1,025,856] [added: 1,247,084] | |

| Services | | | | | | [removed: 1,378,728] [added: 1,478,531] | | | | | | [removed: 1,356,332] [added: 1,378,728] | | | | | | [removed: 1,324,966] [added: 1,356,332] | | |

| Total | | | | | | $ | [removed: 2,695,845] [added: 2,813,169] | | | | | $ | [removed: 2,603,416] [added: 2,695,845] | | | | | $ | [removed: 2,350,822] [added: 2,603,416] | |

| Products | | | | | | [removed: 48.9] [added: 47.4] | | % | | | | [removed: 47.9] [added: 48.9] | | % | | | | [removed: 43.6] [added: 47.9] | | % |

| Services | | | | | | [removed: 51.1] [added: 52.6] | | | | | | [removed: 52.1] [added: 51.1] | | | | | | [removed: 56.4] [added: 52.1] | | |

*Net Revenues.* Total net revenues increased [removed: 3.6%] [added: 4.4%] in fiscal year [removed: 2022] [added: 2023] from fiscal year [removed: 2021,] [added: 2022,] compared to an increase of [removed: 10.7%] [added: 3.6%] in fiscal year [removed: 2021] [added: 2022] from the prior year.

Overall revenue growth for the year ended September 30, [removed: 2022] [added: 2023] was due to increases in both product and service revenue.

[removed: This] [added: The increase of $70.0 million in net product revenues for fiscal year 2022] was [added: primarily due to growth in software revenue,] partially offset by a decrease in systems revenue associated with a shortage of components [removed: required] to meet systems demand.

International revenues represented [removed: 44.8%, 47.5%] [added: 47.1%, 44.8%] and [removed: 48.1%] [added: 47.5%] of net revenues in fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

*Net Product Revenues.* Net product revenues increased [removed: 5.6%] [added: 1.3%] in fiscal year [removed: 2022] [added: 2023] from fiscal year [removed: 2021,] [added: 2022,] compared to an increase of [removed: 21.6%] [added: 5.6%] in fiscal year [removed: 2021] [added: 2022] from the prior year.

The [removed: increase of $221.2 million] [added: decrease] in [added: other income (expense),] net [removed: product sales] for fiscal year [added: 2022 as compared to fiscal year] 2021 was primarily due to an increase in [removed: both software] [added: foreign currency losses of $7.8 million,] and [removed: systems revenue] [added: an increase in interest expense of $2.7 million,] compared to the prior year.

| Systems revenue | | | | | | $ | [removed: 651,902] [added: 670,652] | | | | | $ | [removed: 748,192] [added: 651,902] | | | | | $ | [removed: 668,313] [added: 748,192] | |

| Software revenue | | | | | | [removed: 665,215] [added: 663,986] | | | | | | [removed: 498,892] [added: 665,215] | | | | | | [removed: 357,543] [added: 498,892] | | |

| Total net product revenue | | | | | | $ | [removed: 1,317,117] [added: 1,334,638] | | | | | $ | [removed: 1,247,084] [added: 1,317,117] | | | | | $ | [removed: 1,025,856] [added: 1,247,084] | |

| Systems revenue | | | | | | [removed: 49.5] [added: 50.2] | | % | | | | [removed: 60.0] [added: 49.5] | | % | | | | [removed: 65.1] [added: 60.0] | | % |

| Software revenue | | | | | | [removed: 50.5] [added: 49.8] | | | | | | [removed: 40.0] [added: 50.5] | | | | | | [removed: 34.9] [added: 40.0] | | |

*Net Service Revenues.* Net service revenues increased [removed: 1.7%] [added: 7.2%] in fiscal year [removed: 2022] [added: 2023] from fiscal year [removed: 2021,] [added: 2022,] compared to an increase of [removed: 2.4%] [added: 1.7%] in fiscal year [removed: 2021] [added: 2022] from the prior year.

The [removed: increases] [added: increase of $22.4 million] in service revenue [removed: were] [added: for fiscal year 2022 was] the result of increased purchases or renewals of maintenance contracts driven by additions to our installed base of products.

| Ingram Micro, Inc. | | | | | | [removed: 20.0] [added: 15.6] | | % | | | | [removed: 19.2] [added: 20.0] | | % | | | | [removed: 16.7] [added: 19.2] | | % |

| Synnex Corporation | | | | | | [removed: 13.4] [added: 15.0] | | % | | | | [removed: 11.1] [added: 13.4] | | % | | | | [removed: —] [added: 11.1] | | [added: %] |

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Ingram Micro, Inc. | | | | | | [removed: 12.9] [added: —] | | [removed: %] | | | | [removed: 12.6] [added: 12.9] | | % |

| Synnex Corporation | | | | | | [removed: 12.6] [added: 16.0] | | % | | | | [removed: 11.9] [added: 12.6] | | % |

Our revenue is derived from the sales of both global services and products.

Toward the end of fiscal 2022, and continuing into fiscal 2023, we saw changes in customer buying patterns due to the uncertain macroeconomic environment and resulting customer budget constraints.

The impact of these buying patterns has led to softer demand for both our software and systems products and services.

We believe the current demand environment is temporary based on several factors, notably the fact that demand for our products and services stems from the growth of applications and APIs.

In addition, our stronger than normal maintenance renewals signal delays in purchases as customers extend their maintenance contracts over the products they currently own.

This softer demand for new products is brought on by the current macroeconomic uncertainties and related customer budget constraints, rather than architectural shifts or losses to competitors.

We will continue to closely monitor the macroeconomic environment and its impacts on our business.

The decrease in cash and investments for fiscal year 2023 was primarily due to cash used for the repayment of the Term Loan Facility, including the outstanding principal balance of $350.0 million, and all accrued, but unpaid interest outstanding of $3.0 million.

In addition, $350.0 million of cash was used for the repurchase of outstanding common stock during fiscal year 2023.

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

*Flexible Consumption Program*

Impact of Current Macroeconomic Conditions

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on customer behavior.

Worsening economic conditions, including inflation, higher interest rates, slower growth, fluctuations in foreign exchange rates, and developments related to the COVID-19 pandemic, and other changes in economic conditions, may adversely affect our results of operations and financial performance.

For further discussion of the potential impacts of recent macroeconomic events on our business, financial condition, and operating results, see Part I, Item 1A titled “Risk Factors.”

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

The product revenue increase was driven by an increase in systems revenue.

Service revenues increased as a result of continued growth in maintenance contract renewals.

The increase of $17.5 million in net product revenues for fiscal year 2023 was due to growth in systems revenue.

*Software Revenues.* As a component of net product revenues, software revenues remained relatively flat in fiscal year 2023, compared to an increase of 33.3% in fiscal year 2022 from the prior year.

The following presents software revenue by consumption model (in thousands):

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Software revenue | | | | | | | | | | | | | | | | | | | | |

| Subscriptions1 | | | | | | $ | 555,941 | | | | | $ | 521,809 | | | | | $ | 390,202 | |

| Perpetual licenses | | | | | | 108,045 | | | | | | 143,406 | | | | | | 108,690 | | |

| Total software revenue | | | | | | $ | 663,986 | | | | | $ | 665,215 | | | | | $ | 498,892 | |

| Percentage of software revenue | | | | | | | | | | | | | | | | | | | | |

| Subscriptions1 | | | | | | 83.7 | | % | | | | 78.4 | | % | | | | 78.2 | | % |

| Perpetual licenses | | | | | | 16.3 | | | | | | 21.6 | | | | | | 21.8 | | |

| Total software revenue | | | | | | 100.0 | | % | | | | 100.0 | | % | | | | 100.0 | | % |

(1) Subscriptions revenue includes revenue from SaaS and managed services and term-based subscriptions.

The increase of $99.8 million in service revenue for fiscal year 2023 was the result of increased purchases or renewals of maintenance contracts driven by delayed purchase decisions in new product purchases by our install base and additions to our installed base of products.

In addition, we are seeing the benefits of price increases put in place in fiscal 2022.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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| | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

In addition, we continued to experience component cost increases, expedite fees and other sourcing-related costs in fiscal 2023.

Professional services headcount at the end of fiscal 2023 decreased to 1,046 from 1,091 at the end of fiscal 2022.

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Our Silverline solution is a managed services offering, also sold on a subscription basis.

During our fiscal year 2022, we launched F5 Distributed Cloud Services.

Near term, we expect challenging global supply chain conditions, particularly semiconductor constraints, will result in a shortfall in our ability to meet customer demand for our hardware-based solutions, thereby impacting revenues from systems sales.

require the use of cash.

*Significant Judgments*

Business Combinations. Our business combinations are accounted for under the acquisition method.

We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

COVID-19 Update

Management has prioritized a human-first approach to the COVID-19 pandemic.

For F5, this means ensuring the health and safety of employees, their families and our communities.

Further, this approach extends to our customers as we look for ways that we can support their operations.

We continue to monitor the ongoing uncertainty related to the global pandemic on our business and financial outlook.

Global supply chain constraints in the wake of the COVID-19 pandemic have reduced our visibility into component availability and lead times and costs have increased for components necessary for our hardware-based solutions.

We are continuing to undertake efforts to mitigate supply chain constraints, but pandemic-related impacts to component availability have lengthened systems shipment lead times and delayed our ability to fulfill some hardware orders.

In addition, we are conducting business with modifications to employee travel, employee work locations, and virtualization of certain sales and marketing events, among other modifications.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders.

It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, or on our financial results.

The product revenue increase was driven by software revenue increases, specifically from our subscription-based offerings, which include software sold via our flexible consumption program or multi-year subscriptions, and our SaaS product offerings.

Service revenues increased as a result of our increased installed base of products.

The increase of $70.0 million in net product sales for fiscal year 2022 was due to continued growth in software revenue, partially offset by a decrease in systems revenue associated with a shortage of components to meet systems demand.

Professional services headcount at the end of fiscal year 2021 increased to 1,014 from 965 at the end of fiscal 2020.

The increases in commissions and personnel costs were driven by growth in sales and marketing employee headcount during fiscal year 2021, including employees from the acquisition of Volterra, as well as higher commissions related to software sales.

Sales and marketing expenses for fiscal year 2021 also included impairment charges of $11.5 million related to the exit of certain facilities.

In fiscal year 2021, the increase in research and development expense was primarily due to increased personnel costs of $48.8 million, compared to the prior year.

The increase in personnel costs were driven by growth in research and development employee headcount during fiscal year 2021, including employees from the acquisition of Volterra.

Research and development expenses for fiscal year 2021 also included impairment charges of $13.0 million related to the exit of certain facilities.

In fiscal year 2021, the increase in general and administrative expense was primarily due to increased personnel costs of $11.7 million, compared to the prior year.

The increase in personnel costs were driven by growth in general and administrative employee headcount during fiscal year 2021, including employees from the acquisition of

Volterra.

General and administrative expenses for fiscal year 2021 also included impairment charges of $9.9 million related to the exit of certain facilities.

The decrease in other (expense) income, net for fiscal year 2022 was primarily due to an increase in foreign currency loss of $7.8 million, and an increase in interest expense of $2.7 million, compared to the prior year.

The decrease in other (expense) income, net for fiscal year 2021 as compared to fiscal year 2020 was primarily due to a decrease of $9.8 million in interest income from our investments compared to the prior year, and an increase in foreign currency losses of $2.3 million, compared to the prior year.

The decrease was primarily due to $500.0 million of cash required for the repurchase of outstanding common stock and $68.0 million in cash paid for the acquisition of Threat Stack in the first quarter of fiscal 2022.

In fiscal year 2021, the decrease to cash and cash equivalents, short-term investments and long-term investments from the prior year was primarily due to $500.0 million of cash required for the repurchase of outstanding common stock under our Accelerated Share Repurchase agreements and $411.3 million in cash paid for the acquisition of businesses, primarily Volterra in the second quarter of fiscal 2021.

The decrease was also driven by $30.7 million of capital expenditures related to the expansion of our facilities to support our operations worldwide as well as investments in information technology infrastructure and equipment purchases to support our core business activities.

Cash provided by operating activities for fiscal year 2022 decreased from the prior year primarily due to strong multi-year subscription sales in fiscal year 2022, which are generally sold on three-year terms.

Multi-year subscriptions are billed on an annual basis with the remainder recognized on the balance sheet as unbilled assets.

In addition, during fiscal year 2022, we had significant prepayments with our contract manufacturer associated with components for future hardware-based solution builds.

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Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio.

Therefore, we do not expect our operating results or cash flows to be materially affected by a sudden change in interest rates.

A hypothetical increase in interest rates of 100 basis points at September 30, 2022 could result in a market value reduction for our portfolio of approximately $0.5 million.

F5 partners with the world’s largest, most advanced organizations to optimize and secure every application and Application Programming Interface (“API”) anywhere, including on-premises, in the cloud, [removed: in multi-cloud environments,] or at the edge.

[removed: Our application services and security solutions are available in a range of consumption models, including software] [added: We also sell our] solutions [removed: available] in [removed: perpetual, subscription-based, and] software-as-a-service (“SaaS”) [added: and managed services deployment models with subscription and usage-based] consumption models.

[removed: We also] [added: In addition we] sell high-performance [removed: systems and] [added: systems, as well as] a broad range of [removed: professional services,] [added: global services] including [removed: consulting, training, installation,] maintenance, [added: consulting, training] and other technical support services.

Our business is organized into three [added: primary] geographic regions: Americas; Europe, the Middle East, and Africa (“EMEA”); and the Asia Pacific region (“APAC”).

We have [removed: 82] [added: 80] subsidiaries, branch offices, or representative offices worldwide.

Nearly all organizations today find themselves at the convergence of two significant trends: the evolution of applications as the center of their businesses and their customers’ digital [removed: lives] [added: lives,] and the escalation of threats against those applications.

In our [removed: 2022] [added: 2023] State of Application Strategy Report, [removed: 88 percent] [added: 85%] of organizations said they operate both legacy and modern application architectures, and [removed: 70 percent] operate in multiple clouds.

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[added: These hybrid] environments create operational complexity and expand the threat surface area as companies are forced to deploy separate, and often inconsistent, security controls across different environments.

Over the past several years, F5 has [removed: transformed its business and] significantly expanded its software and [removed: cloud] [added: SaaS] offerings to deliver a broad portfolio of solutions to help customers address the complexity and risk in today’s hybrid IT environments.

Through [added: its] BIG-IP, F5 NGINX, and F5 Distributed Cloud [removed: Services,] [added: Services product families,] F5 offers a range of integrated, [added: artificial intelligence- and] machine learning-driven solutions that [added: support performance and] protect [added: both] legacy and modern applications and APIs across data center, cloud, and edge locations.

Our multi-cloud application security and delivery solutions reduce our customers’ operational complexity and costs, enabling our customers to scale, secure, and optimize both legacy and modern applications, across any infrastructure [removed: and] [added: to] create extraordinary digital experiences for their end users.

We are leveraging near real-time collection of live application telemetry, machine learning and artificial intelligence, and toolchain automation to [removed: create adaptive] [added: enable] applications [removed: capable of] [added: to] rapidly [removed: responding] [added: respond] to changes in performance, availability, and security threats with little to no human interaction.

Through our organic innovation and inorganic investments, we have created the broadest portfolio of multi-cloud application security and delivery technologies in the [removed: market.][added: market and as a result, we are the only provider capable of serving any application or API in any environment.]

[removed: We] [added: As a result of this broad portfolio, we] are [removed: able to support] [added: the only provider capable of supporting] our customers’ modern and legacy application security and delivery needs across any [removed: environment,] [added: environment — on premises, co-located, in a cloud or at the edge —] with the [added: added] flexibility of multiple deployment models including [removed: hardware,] [added: packaged] software, [added: SaaS, managed services] and [removed: SaaS] [added: hardware] offerings.

Over the last several years, we have made it easier for our customers to procure, deploy, [added: use,] manage, and upgrade our technologies.

We also have taken steps to integrate the customer experience across our growing portfolio by simplifying [added: the] product naming and rebranding [added: of] several acquired and integrated solutions as part of our F5 Distributed Cloud Services platform.

We will continue to improve customer awareness and understanding of F5’s expanded portfolio with a focus on [added: both user and] buying [removed: personas] [added: personas,] and business needs and intend to enhance our digital customer experiences to deliver both growth and efficiency.

Capturing growth in security and [removed: software][added: software-as-a-service]

In the previous decade, our customers were focused on protecting their networks from [removed: attack.][added: attacks.]

F5’s leading security capabilities combined with our [added: hybrid] multi-cloud approach enables our customers to deploy a consistent security posture across their entire application estate.

Our multi-cloud, infrastructure-agnostic approach means [removed: we] [added: customers] can [added: use F5 to] create a more unified experience across [removed: customers’] disparate hybrid IT [removed: environments.][added: environments, enhancing automation and driving operational and cost efficiencies.]

[removed: BIG-IP Software and Systems.] [added: F5 BIG-IP.] Our BIG-IP family of product offerings provide feature-rich, highly programmable and configurable application [added: security and] delivery solutions for legacy applications in enterprises and service providers.

[removed: Traditional] [added: Also known as traditional applications, legacy] applications are based on monolithic, three-tier, or client-server architectures.

Such legacy applications are the most ubiquitous application architecture today, and many organizations continue to rely exclusively on legacy applications to power the most mission-critical business applications, [removed: customer facing] [added: customer-facing] digital interfaces and internally used applications.

Via the F5 Automation [removed: Toolchain,] [added: Tool Chain, F5] BIG-IP capabilities easily integrate into orchestration frameworks such as Ansible, HashiCorp Terraform, OpenShift, and Cloud Foundry as part of a CI/CD pipeline.

- [removed: F5] [added: F5] BIG-IP Systems. [added: F5] BIG-IP systems are designed to enhance the performance of our software by leveraging a combination of custom [removed: FPGA] [added: field-programmable gate array ("FPGA")] logic and off-the-shelf silicon, providing [added: customers] a balance of cost and flexibility.

[removed: Currently, we offer:] [added: We also offer our legacy systems, F5] BIG-IP iSeries and [removed: our next-generation rSeries systems and our] chassis-based VIPRION [removed: and next-generation VELOS] systems.

All of our systems run [removed: the same] [added: all available F5] BIG-IP software modules.

- F5 BIG-IQ Centralized Management. [added: F5] BIG-IQ simplifies, enhances management of, and reduces customer operational costs associated with [added: F5] BIG-IP deployments through central management, analytics, and automation for [added: F5] BIG-IP instances.

[removed: The] [added: F5 NGINX. Built from the] F5 NGINX [added: open source software that powers hundreds of millions of websites and applications across the world, our F5 NGINX] technology suite [removed: builds on the open-source capabilities to offer enterprises] [added: delivers] a lightweight, agile ADC and API [removed: management software] [added: connectivity] solution for [removed: container-built applications, CI/CD workflows,] [added: modern, container-native, micro-services-based applications] and [removed: microservices.][added: APIs.]

[added: -] F5 NGINX [removed: Plus is] [added: Plus. F5 NGINX Plus,] our all-in-one, high performance load balancer, web server, content cache, and API gateway for modern [removed: applications sold] [added: applications, is offered as packaged software] in a subscription consumption model.

F5 NGINX Plus software delivers cloud-native, Kubernetes-friendly solutions that drive mission-critical applications and APIs with scalability, visibility, security, and [removed: governance.][added: governance*.* F5 NGINX Plus can be easily integrated into enterprise application workflows and CI/CD pipelines, as well as automation frameworks and ecosystems.]

[removed: Our offering includes] [added: -] F5 NGINX Management [added: Suite. The F5 NGINX Management] Suite [removed: which] includes software tools that provide application and API management along with orchestration and analytics [removed: and] [added: for] F5 NGINX [removed: Ingress Controller] [added: Plus instances running in private data centers] and [removed: F5 NGINX Service Mesh which provide traffic management for Kubernetes clusters.][added: public clouds.]

- Advanced Web Application Firewall (“WAF”) capabilities through F5’s BIG-IP WAF engine, which [removed: expands] [added: allows] our [removed: customers’ ability] [added: customers] to [removed: apply consistent management] [added: quickly apply, secure,] and [added: manage uniform comprehensive security] policies [added: at scale,] across data centers, multi-clouds, and edge computing.

- Enhanced API security, [removed: leveraging machine learning-based auto-discovery] [added: which leverages machine-based learning, auto-discovery,] and anomaly detection, which automates the entire process of finding, securing, and monitoring [removed: APIs.][added: APIs for anomalous behavior.]

- Next-generation, [removed: artificial intelligence (“AI”)] [added: AI] enabled bot mitigation [removed: which] [added: through F5 Distributed Cloud Bot Defense] provides [added: our] customers the ability to defend applications and APIs from automated attacks.

As F5 expands its reach and role into a broader set of multi-cloud [added: security and delivery] solutions, the companies that we consider competitors [removed: evolve as well.][added: evolve.]

We compete against companies that offer [added: web application firewalls,] server load balancing, traffic management, and other functions normally associated with application delivery, application security, [added: multi-cloud networking,] and policy management.

The principal competitive factors in the markets in which we compete include [removed: form factor,] [added: deployment model,] consumption model, ecosystem integrations, features and performance, customer support, brand recognition, scope of distribution and sales channels, and pricing.

Our application security and delivery solutions are available in a range of deployment and consumption models.

We sell packaged software in perpetual, subscription and usage-based consumption models.

Solving multi-cloud application delivery and security challenges

Our BIG-IP family serves traditional applications on premises, co-located or in cloud environments.

Our F5 NGINX family serves modern, container-native and microservices-based applications and APIs.

Our F5 Distributed Cloud Services is a portfolio of SaaS and managed services serving both traditional and modern applications where a SaaS-deployment model is preferred.

F5 is leveraging AI to accelerate the strength of both our current and future offerings.

F5 uses AI in its security solutions to support performance and efficacy.

Today, our customers are able to further benefit from our three-pronged AI strategy.

First, our current portfolio is positioned to solve security and performance challenges associated with new AI workloads.

Second, we are building AI models leveraging our current data fabric in order to enhance our existing products.

Finally, we are working to build new offerings based on the changing application and data security landscapes and the customer needs associated with these changes.

After announcing and launching in fiscal year 2022, we continue to focus investment in expanding our SaaS-based offerings within F5 Distributed Cloud Services, our comprehensive unified, security, networking, and application delivery service.

F5 Distributed Cloud enables our customers to choose the best location and architecture for their application portfolio while easing the operational burden of securing and delivering applications across public, private and edge clouds.

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Our product portfolio is comprised of solutions made available within the following F5 product families: F5 Distributed Cloud Services, F5 NGINX and F5 BIG-IP, and are discussed below.

F5 Distributed Cloud Services leverages the F5 Global Network, a purpose-built, cloud-based, global private backbone to deliver performance, reliability, and control across hybrid, multi-cloud, or edge environments.

F5 Distributed Cloud Service offerings are available as packaged software and SaaS-based consumption models and include the following:

- F5 Distributed Cloud Web App and API Protection ("WAAP"). A comprehensive SaaS-based security solution, F5 Distributed Cloud WAAP allows our customers to accelerate time-to-service, lower total cost of ownership, and increase security efficacy on a cloud native platform that is fully integrated across a single policy engine and management console.

F5 Distributed Cloud WAAP can be leveraged through multiple deployment options, allowing organizations to simplify security and improve visibility while reducing operational complexity.

The solution provides the following F5 application security technologies:

- Mitigation against L3-L7 application-based and volumetric DDoS attacks through advanced F5 Distributed Cloud DDoS Mitigation, a managed, cloud-delivered mitigation service that detects and mitigates large-scale network, SSL, and application-targeted attacks in real time.

- F5 Distributed Cloud Multi-Cloud Networking ("MCN"). Our MCN solutions simplifies networking with an integrated service stack that securely connects both networks and application workloads, lowering operational costs and increasing agility.

Under our MCN solutions we offer the following product solution:

- F5 Distributed Cloud Network Connect. A networking solution that offers easy, secure, and consolidated connectivity across public and hybrid clouds, data centers, and edge sites.

It provides unified policies and single-pane-of-glass management, reducing complexity and increasing efficiency, including full multi-tenancy and segmentation, enabling self-service capabilities for DevOps, NetOps and SecOps.

Network Connect automates the configuration of native public cloud networking resources and seamlessly connects multiple clouds using site-to-site connectivity over a private backbone or the F5 Global Network.

- F5 Distributed Cloud App Connect. An application delivery and deployment solution for connecting clusters across various cloud providers and regions.

App Connect offers orchestrated awareness for API endpoints on all connected clusters, allowing cross-cluster service discovery and advertisement for seamless app-to-app communication with fine-grained API control.

Connections between sites are self-maintaining, redundant, and fully automated, which reduces the need for administrative tasks such as establishing VPNs and routing.

App Connect provides end-to-end visibility for customers, who can choose their underlying transport, including the F5 Global Network.

- F5 Distributed Cloud DNS. A cloud-based Domain Name System (“DNS”) solution that offers DNS delivery across multi-cloud environments and modern applications.

F5 Distributed Cloud DNS can be distributed globally as either a primary or secondary DNS, providing authoritative DDoS protection, Domain Name System Security Extensions ("DNSSEC"), and the flexibility to automatically scale to meet our customers growing application demands.

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- F5 Distributed Cloud CDN. A high-performance, multi-cloud and edge focused content delivery network (“CDN”) solution that allows our customers to efficiently connect, secure, and optimize applications and workloads across multi- and hybrid-cloud environments through efficiently leveraging the integrated tools and technologies in the F5 Distributed Cloud Platform.

F5 Distributed Cloud CDN can be purchased with other F5 Distributed Cloud offerings or as a stand-alone service.

- F5 Distributed Cloud App Stack. A SaaS-based solution that provides our customers the ability to deploy and orchestrate applications on a managed Kubernetes platform with centralized management of distributed applications through a single pane of glass.

F5 Distributed Cloud App Stack simplifies the management of application deployments as one across on-premises, cloud, and edge locations.

F5 NGINX delivers a range of capabilities including web server, load balancer, proxy, API gateways and caches in packaged software subscription consumption models.

F5 NGINX product offerings include the following:

Our revenue is comprised of product revenue and services revenue.

In fiscal year 2022, product revenue of $1.3 billion represented 49% of our total revenue, and services revenue of $1.4 billion represented 51% of our total revenue.

We are actively managing a transformation to a more balanced revenue composition, with a greater percentage of our product revenue coming from our software and SaaS solutions.

In fiscal year 2022, product revenue from software sales was $665 million, representing 51% of product revenue and delivering 33% growth from the prior year.

Product revenue from systems sales was $652 million, representing 49% of product revenue and a decline of 13% from fiscal year 2021 as a result of global semiconductor shortages.

These hybrid

Bringing our adaptive application vision to life

F5 is uniquely positioned to deliver adaptive applications.

F5 is continuing to converge our application security and delivery capabilities on our recently launched F5 Distributed Cloud Services platform, unifying policy declaration, enabling broader telemetry, and driving significant automation.

Doing so will dramatically simplify application creation, deployment and management for our customers, reducing the time it takes to turn up and repair applications while lowering total cost of ownership, through a SaaS-based consumption model.

In fiscal year 2022 we announced a major expansion of our security and delivery portfolio with the launch of F5 Distributed Cloud Services.

This platform integrates F5 capabilities and recently acquired technologies to deliver security, multi-cloud networking and edge-based computing solutions on a unified SaaS platform.

Our first solution for the platform, F5 Distributed Cloud WAAP (“Web Application Firewall and API Protection”), augments multiple security capabilities across F5 technologies enabling our customers to deploy advanced security, and unify and consistently manage policies while providing visibility into the enterprise security stature across all environments where the solution is deployed.

Beyond delivering security capabilities via multiple deployment models including hardware, software and SaaS, we continue to innovate across our software offerings including improving automation and orchestration in our BIG-IP software, and advancing the capabilities of our F5 NGINX solution.

We are enhancing automation and driving operational efficiencies and corresponding cost efficiencies for customers.

Simplifying legacy app delivery for multi-cloud environments

BIG-IP has established itself as the leading application security and delivery technology for legacy applications, providing load balancing, and domain name system services.

Customers also use the advanced security capabilities of BIG-IP, including web application firewall, carrier-grade firewall and network address translation, identity-aware proxy, SSL-VPN, and SSL (securer sockets layer) offloading, which are available as tightly integrated modules or extensions.

Our BIG-IP family includes:

- F5 BIG-IP Software. BIG-IP capabilities are available in a software-only virtual edition that deploys on any standard hypervisor in private and public clouds.

BIG-IP software can be purchased via short- and long-term subscriptions, perpetual license models, and through utility pricing via public cloud marketplaces.

Enabling modern app delivery at scale

F5 NGINX Software Solutions. Open source F5 NGINX software is deployed in millions of websites and applications across the world.

Finally, F5 NGINX App Protect provides web application protection with self-service access and API-driven integration into automation and orchestration frameworks.

Securing applications and APIs everywhere

F5 security solutions provide application and API security in an era of accelerating application development, hybrid architectures and deployments, and increasing vulnerability to emerging threats and automated attacks.

Complexity is fueled by rapid adoption of API services, connecting cloud-native workloads to the heterogeneous operations landscape of the modern enterprise.

In addition to the application security capabilities of our BIG-IP and F5 NGINX families, we also offer application security via SaaS and managed service consumption models.

Products available as SaaS-based security solutions under F5 Distributed Cloud Services, include the following:

- F5 Distributed Cloud WAAP. In fiscal 2022, F5 launched its first, platform-native product offering, F5 Distributed Cloud WAAP.

This offering is available under a SaaS-based consumption model, bringing together the best of F5 application security technologies including:

- F5 Distributed Cloud Bot Defense. Next-generation, AI-enabled, bot mitigation through F5 Distributed Cloud Bot Defense provides customers the ability to defend applications and API’s from automated attacks.

- F5 Distributed Cloud Account Protection and Authentication Intelligence. A solution that provides protection over customers and their clients from sophisticated account takeover (“ATO”) attempts while eliminating login friction for legitimate customers through F5 Distributed Cloud Account Protection and F5 Distributed Cloud Authentication Intelligence.

Our technologies protect customers against credential stuffing and automated attacks capable of bypassing other leading security controls and practices.

Silverline Managed Services. We provide fully managed application security for enterprise and service provider customers with our proven security technologies coupled with world-class security professionals.

Silverline’s Security Operations Center experts set up, manage, and support each customer's application solutions as an extension to the customer’s staff.

Offerings under our Silverline Managed Services include industry-leading web application firewall protection, 24/7 protection against distributed denial of service (“DDoS”) threats through our Silverline DDoS Protection solution, and advanced artificial intelligence bot mitigation through our Silverline Shape Defense solution.

Service Provider Solutions

Our product offerings also encompass service provider solutions that address the complex requirements for enabling fast, secure, reliable communications on existing infrastructures such as 4G/LTE, and emerging cloud-native 5G core networks, network functions virtualization, Kubernetes environments, and edge computing.

Our solutions are focused on three key areas:

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For the fiscal year ended September 30, [removed: 2022][added: 2023]

As of March 31, [removed: 2022,] [added: 2023,] the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was [removed: $12,578,190,940] [added: $8,760,048,466] based on the closing sales price of the Registrant’s common stock on the NASDAQ Global Select Market on that date.

As of November 7, [removed: 2022,] [added: 2023,] the number of shares of the Registrant’s common stock outstanding was [removed: 60,368,610.][added: 59,707,211.]

Information required in response to Part III of this Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to the specified portions of the Registrant’s Definitive Proxy Statement for the Annual Shareholders Meeting for fiscal year [removed: 2022,] [added: 2023,] which Definitive Proxy Statement shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year to which this Report relates.

| Item 1. | | | [removed: [Business](#i117435926e4b4273a51addec3ea8bf69_16)] [added: [Business](#ic462a10217a040b8a3fa0da5d06be6fe_16)] | | | [removed: [3](#i117435926e4b4273a51addec3ea8bf69_16)] [added: [3](#ic462a10217a040b8a3fa0da5d06be6fe_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i117435926e4b4273a51addec3ea8bf69_34)] [added: Factors](#ic462a10217a040b8a3fa0da5d06be6fe_37)] | | | [removed: [14](#i117435926e4b4273a51addec3ea8bf69_34)] [added: [14](#ic462a10217a040b8a3fa0da5d06be6fe_37)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i117435926e4b4273a51addec3ea8bf69_37)] [added: Comments](#ic462a10217a040b8a3fa0da5d06be6fe_40)] | | | [removed: [27](#i117435926e4b4273a51addec3ea8bf69_37)] [added: [29](#ic462a10217a040b8a3fa0da5d06be6fe_40)] | | |

| Item 2. | | | [removed: [Properties](#i117435926e4b4273a51addec3ea8bf69_40)] [added: [Properties](#ic462a10217a040b8a3fa0da5d06be6fe_43)] | | | [removed: [28](#i117435926e4b4273a51addec3ea8bf69_40)] [added: [29](#ic462a10217a040b8a3fa0da5d06be6fe_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i117435926e4b4273a51addec3ea8bf69_43)] [added: Proceedings](#ic462a10217a040b8a3fa0da5d06be6fe_46)] | | | [removed: [28](#i117435926e4b4273a51addec3ea8bf69_43)] [added: [29](#ic462a10217a040b8a3fa0da5d06be6fe_46)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i117435926e4b4273a51addec3ea8bf69_46)] [added: Disclosures](#ic462a10217a040b8a3fa0da5d06be6fe_49)] | | | [removed: [28](#i117435926e4b4273a51addec3ea8bf69_46)] [added: [29](#ic462a10217a040b8a3fa0da5d06be6fe_49)] | | |

| Item 5. | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i117435926e4b4273a51addec3ea8bf69_52)] [added: Securities](#ic462a10217a040b8a3fa0da5d06be6fe_55)] | | | [removed: [29](#i117435926e4b4273a51addec3ea8bf69_52)] [added: [30](#ic462a10217a040b8a3fa0da5d06be6fe_55)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i117435926e4b4273a51addec3ea8bf69_58)] [added: Operations](#ic462a10217a040b8a3fa0da5d06be6fe_61)] | | | [removed: [32](#i117435926e4b4273a51addec3ea8bf69_58)] [added: [34](#ic462a10217a040b8a3fa0da5d06be6fe_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i117435926e4b4273a51addec3ea8bf69_82)] [added: Risk](#ic462a10217a040b8a3fa0da5d06be6fe_85)] | | | [removed: [41](#i117435926e4b4273a51addec3ea8bf69_82)] [added: [43](#ic462a10217a040b8a3fa0da5d06be6fe_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i117435926e4b4273a51addec3ea8bf69_85)] [added: Data](#ic462a10217a040b8a3fa0da5d06be6fe_88)] | | | [removed: [42](#i117435926e4b4273a51addec3ea8bf69_85)] [added: [44](#ic462a10217a040b8a3fa0da5d06be6fe_88)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i117435926e4b4273a51addec3ea8bf69_160)] [added: Disclosure](#ic462a10217a040b8a3fa0da5d06be6fe_160)] | | | [removed: [78](#i117435926e4b4273a51addec3ea8bf69_160)] [added: [79](#ic462a10217a040b8a3fa0da5d06be6fe_160)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i117435926e4b4273a51addec3ea8bf69_163)] [added: Procedures](#ic462a10217a040b8a3fa0da5d06be6fe_163)] | | | [removed: [78](#i117435926e4b4273a51addec3ea8bf69_163)] [added: [80](#ic462a10217a040b8a3fa0da5d06be6fe_163)] | | |

| Item 9B. | | | [Other [removed: Information](#i117435926e4b4273a51addec3ea8bf69_166)] [added: Information](#ic462a10217a040b8a3fa0da5d06be6fe_166)] | | | [removed: [79](#i117435926e4b4273a51addec3ea8bf69_166)] [added: [80](#ic462a10217a040b8a3fa0da5d06be6fe_166)] | | |

| [PART [removed: III](#i117435926e4b4273a51addec3ea8bf69_169)] [added: III](#ic462a10217a040b8a3fa0da5d06be6fe_169)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i117435926e4b4273a51addec3ea8bf69_172)] [added: Governance](#ic462a10217a040b8a3fa0da5d06be6fe_172)] | | | [removed: [80](#i117435926e4b4273a51addec3ea8bf69_172)] [added: [81](#ic462a10217a040b8a3fa0da5d06be6fe_172)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i117435926e4b4273a51addec3ea8bf69_175)] [added: Compensation](#ic462a10217a040b8a3fa0da5d06be6fe_175)] | | | [removed: [80](#i117435926e4b4273a51addec3ea8bf69_175)] [added: [81](#ic462a10217a040b8a3fa0da5d06be6fe_175)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i117435926e4b4273a51addec3ea8bf69_178)] [added: Matters](#ic462a10217a040b8a3fa0da5d06be6fe_178)] | | | [removed: [80](#i117435926e4b4273a51addec3ea8bf69_178)] [added: [81](#ic462a10217a040b8a3fa0da5d06be6fe_178)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i117435926e4b4273a51addec3ea8bf69_181)] [added: Independence](#ic462a10217a040b8a3fa0da5d06be6fe_181)] | | | [removed: [80](#i117435926e4b4273a51addec3ea8bf69_181)] [added: [81](#ic462a10217a040b8a3fa0da5d06be6fe_181)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i117435926e4b4273a51addec3ea8bf69_184)] [added: Services](#ic462a10217a040b8a3fa0da5d06be6fe_184)] | | | [removed: [80](#i117435926e4b4273a51addec3ea8bf69_184)] [added: [81](#ic462a10217a040b8a3fa0da5d06be6fe_184)] | | |

| [PART [removed: IV](#i117435926e4b4273a51addec3ea8bf69_187)] [added: IV](#ic462a10217a040b8a3fa0da5d06be6fe_187)] | | | | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i117435926e4b4273a51addec3ea8bf69_190)] [added: Schedules](#ic462a10217a040b8a3fa0da5d06be6fe_190)] | | | [removed: [81](#i117435926e4b4273a51addec3ea8bf69_190)] [added: [82](#ic462a10217a040b8a3fa0da5d06be6fe_190)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i117435926e4b4273a51addec3ea8bf69_193)] [added: Summary](#ic462a10217a040b8a3fa0da5d06be6fe_193)] | | | [removed: [81](#i117435926e4b4273a51addec3ea8bf69_190)] [added: [82](#ic462a10217a040b8a3fa0da5d06be6fe_193)] | | |

| [removed: [SIGNATURES](#i117435926e4b4273a51addec3ea8bf69_199)] [added: [SIGNATURES](#ic462a10217a040b8a3fa0da5d06be6fe_199)] | | | | | | [removed: [84](#i117435926e4b4273a51addec3ea8bf69_199)] [added: [85](#ic462a10217a040b8a3fa0da5d06be6fe_199)] | | |

For example, “fiscal year [removed: 2022”] [added: 2023”] and “fiscal [removed: 2022”] [added: 2023”] refer to the fiscal year ended September 30, [removed: 2022.][added: 2023.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

For the Fiscal Year Ended September 30, 2023

| [PART II](#ic462a10217a040b8a3fa0da5d06be6fe_52) | | | | | | | | |

| Item 6. | | | [\[R](#ic462a10217a040b8a3fa0da5d06be6fe_58)[eserved\]](#ic462a10217a040b8a3fa0da5d06be6fe_58) | | | [33](#ic462a10217a040b8a3fa0da5d06be6fe_58) | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| [PART II](#i117435926e4b4273a51addec3ea8bf69_49) | | | | | | | | |

| Item 6. | | | [Selected Financial Data](#i117435926e4b4273a51addec3ea8bf69_55) | | | [31](#i117435926e4b4273a51addec3ea8bf69_55) | | |

[Table of Contents](#i117435926e4b4273a51addec3ea8bf69_7)

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

| | | | | | | Fiscal Year [removed: 2022] [added: 2023] | | | | | | | | | | | | Fiscal Year [removed: 2021] [added: 2022] | | | | | | | | |

| First Quarter | | | | | | $ | [removed: 249.00] [added: 159.96] | | | | | $ | [removed: 193.50] [added: 133.68] | | | | | $ | [removed: 178.09] [added: 249.00] | | | | | $ | [removed: 121.77] [added: 193.50] | |

| Second Quarter | | | | | | $ | [removed: 245.59] [added: 159.95] | | | | | $ | [removed: 188.50] [added: 135.49] | | | | | $ | [removed: 215.91] [added: 245.59] | | | | | $ | [removed: 173.41] [added: 188.50] | |

| Third Quarter | | | | | | $ | [removed: 215.28] [added: 154.04] | | | | | $ | [removed: 147.47] [added: 127.05] | | | | | $ | [removed: 216.15] [added: 215.28] | | | | | $ | [removed: 174.34] [added: 147.47] | |

| Fourth Quarter | | | | | | $ | [removed: 174.38] [added: 167.89] | | | | | $ | [removed: 141.91] [added: 142.16] | | | | | $ | [removed: 215.56] [added: 174.38] | | | | | $ | [removed: 181.98] [added: 141.91] | |

The last reported sales price of our common stock on the Nasdaq Global Select Market on November 7, [removed: 2022] [added: 2023] was [removed: $137.22.][added: $156.11.]

As of November 7, [removed: 2022,] [added: 2023,] there were [removed: 41] [added: 39] holders of record of our common stock.

Unregistered Securities Sold in [removed: 2022][added: 2023]

We did not sell any unregistered shares of our common stock during the fiscal year [removed: 2022.][added: 2023.]

On February 3, 2021, the Company entered into Accelerated Share Repurchase [removed: (ASR)] [added: ("ASR")] agreements with two financial institutions under which the Company paid an aggregate of $500 million.

During fiscal year [removed: 2022,] [added: 2023,] we repurchased and retired [removed: 2,611,462] [added: 2,454,382] shares of common stock at an average price of [removed: $191.47] [added: $142.62] per share and as of September 30, [removed: 2022,] [added: 2023,] we had [removed: $1.3 billion] [added: $922 million] remaining authorized to purchase shares.

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

The following graph compares the annual percentage change in the cumulative total return on shares of our common stock, the Nasdaq Composite [removed: Index] [added: Index, the S&P 500 Index,] and the S&P 500 [added: Information Technology] Index for the period commencing September 30, [removed: 2017,] [added: 2018,] and ending September 30, [removed: 2022.][added: 2023.]

On Investment Since September 30, [removed: 2017*][added: 2018*]

[removed: ][added: ]

The Company’s closing stock price on September [removed: 30, 2022,] [added: 29, 2023,] the last trading day of the Company’s [removed: 2022] [added: 2023] fiscal year, was [removed: $144.73] [added: $161.14] per share.

* Assumes that $100 was invested September 30, [removed: 2017] [added: 2018] in shares of common stock and in each index, and that all dividends were reinvested.

Shares repurchased and retired during the fourth quarter of fiscal year 2023 are as follows (in thousands, except shares and per share data):

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Total Number of Shares Purchased1 | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased per the Publicly Announced Plan | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan2 | | |

| July 1, 2023 — July 31, 2023 | | | | | | 63,605 | | | | | | $ | 157.24 | | | | | 63,605 | | | | | | $ | 972,446 | |

| August 1, 2023 — August 31, 2023 | | | | | | 326,798 | | | | | | $ | 158.64 | | | | | 315,309 | | | | | | $ | 922,439 | |

| September 1, 2023 — September 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 922,439 | |

(1)Includes 11,489 shares withheld from restricted stock units that vested in the fourth quarter of fiscal 2023 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.

(2)Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

For additional comparability, we have added the S&P 500 Information Technology Index as an industry specific index.

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

Item 6.Selected Financial Data

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i117435926e4b4273a51addec3ea8bf69_88)] [added: Firm](#ic462a10217a040b8a3fa0da5d06be6fe_91)] (PCAOB ID: 238) | | | [removed: [43](#i117435926e4b4273a51addec3ea8bf69_88)] [added: [45](#ic462a10217a040b8a3fa0da5d06be6fe_91)] | | |

| [Consolidated Balance [removed: Sheets](#i117435926e4b4273a51addec3ea8bf69_91)] [added: Sheets](#ic462a10217a040b8a3fa0da5d06be6fe_94)] | | | [removed: [45](#i117435926e4b4273a51addec3ea8bf69_91)] [added: [47](#ic462a10217a040b8a3fa0da5d06be6fe_94)] | | |

| [Consolidated Income [removed: Statements](#i117435926e4b4273a51addec3ea8bf69_94)] [added: Statements](#ic462a10217a040b8a3fa0da5d06be6fe_97)] | | | [removed: [46](#i117435926e4b4273a51addec3ea8bf69_94)] [added: [48](#ic462a10217a040b8a3fa0da5d06be6fe_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i117435926e4b4273a51addec3ea8bf69_97)] [added: Income](#ic462a10217a040b8a3fa0da5d06be6fe_100)] | | | [removed: [47](#i117435926e4b4273a51addec3ea8bf69_97)] [added: [49](#ic462a10217a040b8a3fa0da5d06be6fe_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i117435926e4b4273a51addec3ea8bf69_100)] [added: Equity](#ic462a10217a040b8a3fa0da5d06be6fe_103)] | | | [removed: [48](#i117435926e4b4273a51addec3ea8bf69_100)] [added: [50](#ic462a10217a040b8a3fa0da5d06be6fe_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i117435926e4b4273a51addec3ea8bf69_103)] [added: Flows](#ic462a10217a040b8a3fa0da5d06be6fe_106)] | | | [removed: [49](#i117435926e4b4273a51addec3ea8bf69_103)] [added: [51](#ic462a10217a040b8a3fa0da5d06be6fe_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i117435926e4b4273a51addec3ea8bf69_106)] [added: Statements](#ic462a10217a040b8a3fa0da5d06be6fe_109)] | | | [removed: [51](#i117435926e4b4273a51addec3ea8bf69_106)] [added: [53](#ic462a10217a040b8a3fa0da5d06be6fe_109)] | | |

[Table of [removed: Contents](#i117435926e4b4273a51addec3ea8bf69_7)][added: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)]

We have audited the accompanying consolidated balance sheets of F5, Inc. and its subsidiaries (the “Company”) as of September [removed: 30,2022] [added: 30, 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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 September [removed: 30, 2022,] [added: 20, 2023,] 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 September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022] [added: 2023\]] 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 September 30, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

Management [removed: exercises significant judgment in assessing] [added: assesses] contractual terms in these [removed: arrangements] [added: agreements] to identify and evaluate performance obligations.

The principal [removed: considerations] [added: consideration] for our determination that performing procedures relating to [removed: the identification and evaluation of contractual terms in] [added: revenue recognition for] certain [removed: customer arrangements] [added: products and services contracts] is a critical audit matter [removed: are (i) the significant judgment by management in assessing contractual terms in certain customer arrangements and in determining the appropriate revenue recognition and (ii)] [added: is] a high degree of auditor [removed: judgment, subjectivity, and] effort in performing procedures and evaluating [removed: management’s judgment relating] [added: audit evidence related] to [removed: assessing] the [removed: contractual terms in certain customer arrangements to identify and evaluate performance obligations.][added: Company’s revenue recognition.]

These procedures included testing the effectiveness of controls relating to the revenue recognition [removed: process, including controls related to assessing contractual terms used in the identification and evaluation of performance obligations.][added: process.]

[added: |] November [removed: 15,] [added: 1,] 2022 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 758,012] [added: 797,163] | | | | | $ | [removed: 580,977] [added: 758,012] | |

| Short-term investments | | | | | | [removed: 126,554] [added: 6,160] | | | | | | [removed: 329,630] [added: 126,554] | | |

| Accounts receivable, net of allowances of [removed: $6,020] [added: $3,561] and [removed: $3,696] [added: $6,020] | | | | | | [removed: 469,979] [added: 454,832] | | | | | | [removed: 340,536] [added: 469,979] | | |

| Inventories | | | | | | [removed: 68,365] [added: 35,874] | | | | | | [removed: 22,055] [added: 68,365] | | |

| Other current assets | | | | | | [removed: 489,314] [added: 554,744] | | | | | | [removed: 337,902] [added: 489,314] | | |

| Total current assets | | | | | | [removed: 1,912,224] [added: 1,848,773] | | | | | | [removed: 1,611,100] [added: 1,912,224] | | |

| Property and equipment, net | | | | | | [removed: 168,182] [added: 170,422] | | | | | | [removed: 191,164] [added: 168,182] | | |

| Operating lease right-of-use assets | | | | | | [removed: 227,475] [added: 195,471] | | | | | | [removed: 244,934] [added: 227,475] | | |

| Long-term investments | | | | | | [removed: 9,544] [added: 5,068] | | | | | | [removed: 132,778] [added: 9,544] | | |

| Deferred tax assets | | | | | | [removed: 183,365] [added: 295,308] | | | | | | [removed: 128,193] [added: 183,365] | | |

| Goodwill | | | | | | [removed: 2,259,282] [added: 2,288,678] | | | | | | [removed: 2,216,553] [added: 2,259,282] | | |

| Other assets, net | | | | | | [removed: 516,122] [added: 444,613] | | | | | | [removed: 472,558] [added: 516,122] | | |

| Total assets | | | | | | $ | [removed: 5,276,194] [added: 5,248,333] | | | | | $ | [removed: 4,997,280] [added: 5,276,194] | |

| Accounts payable | | | | | | $ | [removed: 113,178] [added: 63,315] | | | | | $ | [removed: 62,096] [added: 113,178] | |

| Accrued liabilities | | | | | | [removed: 309,819] [added: 282,890] | | | | | | [removed: 341,487] [added: 309,819] | | |

| Deferred revenue | | | | | | [removed: 1,067,182] [added: 1,126,576] | | | | | | [removed: 968,669] [added: 1,067,182] | | |

| Current portion of long-term debt | | | | | | [removed: 349,772] [added: —] | | | | | | [removed: 19,275] [added: 349,772] | | |

| Total current liabilities | | | | | | [removed: 1,839,951] [added: 1,472,781] | | | | | | [removed: 1,391,527] [added: 1,839,951] | | |

| Deferred tax liabilities | | | | | | [removed: 2,781] [added: 4,637] | | | | | | [removed: 2,414] [added: 2,781] | | |

| Deferred revenue, long-term | | | | | | [removed: 624,398] [added: 648,545] | | | | | | [removed: 521,173] [added: 624,398] | | |

| Operating lease liabilities, long-term | | | | | | [removed: 272,376] [added: 239,565] | | | | | | [removed: 296,945] [added: 272,376] | | |

| Other long-term liabilities | | | | | | [removed: 67,710] [added: 82,573] | | | | | | [removed: 75,236] [added: 67,710] | | |

| Total long-term liabilities | | | | | | [removed: 967,265] [added: 975,320] | | | | | | [removed: 1,245,540] [added: 967,265] | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

Revenue Recognition for Certain Products and Services Contracts

As described in Note 1 to the consolidated financial statements, the Company sells hardware and perpetual software products and offers several products by subscription, either through term-based license agreements or as SaaS offerings.

Evidence of a contract generally consists of a purchase order.

The purchase price stated in an agreed upon purchase order is generally representative of the transaction price.

The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.

Revenue for SaaS offerings is recognized ratably as the services are provided.

Revenues for post-contract customer support are recognized on a straight-line basis over the service contract term.

The Company’s products and services revenue was $1,335 million and $1,479 million, respectively, for the year ended September 30, 2023, of which a portion relates to certain products and services contracts.

These procedures also included, among others, (i) testing the accuracy and existence of certain product and service revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipments or delivery, where applicable; (ii) testing, on a sample basis, the determination of the standalone selling price of certain performance obligations, including testing the completeness and accuracy of the underlying data used by management; and (iii) confirming a sample of outstanding customer invoice balances as of September 30, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of shipment or delivery, and subsequent cash receipts.

November 14, 2023

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| | | | | | | 2023 | | | | | | 2022 | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| Net income | | | | | | $ | 394,948 | | | | | $ | 322,160 | | | | | $ | 331,241 | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| Repurchase of common stock | | | | | | (2,454) | | | | | | (350,049) | | | | | | — | | | | | | — | | | | | | (350,049) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 394,948 | | | | | | 394,948 | | |

| Balances, September 30, 2023 | | | | | | 59,207 | | | | | | $ | 24,399 | | | | | $ | (23,221) | | | | | $ | 2,799,054 | | | | | $ | 2,800,232 | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| Net income | | | | | | $ | 394,948 | | | | | $ | 322,160 | | | | | $ | 331,241 | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

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Revenue is recognized at the time the related performance obligation is satisfied by transferring control of promised products and services to a customer.

Revenue from the sale of the Company's hardware and perpetual software products is generally recognized at a point in time when the product has been fulfilled and the customer is obligated to pay for the product.

Revenue for term-based license agreements is recognized at a point in time, when the Company delivers the software license to the customer and the subscription term has commenced.

*Flexible Consumption Program*

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Management has determined that the Company is organized as, and operates in, one reportable operating segment.

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In fiscal 2023, the Company's Talent and Compensation Committee amended the metrics for the performance stock awards to replace software revenue with earnings per share.

There have been no material changes in recently issued or adopted accounting standards from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

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| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

*Changes in Accounting Principles*

As discussed in Note 7 to the consolidated financial statements, the Company changed the way the manner in which it accounts for leases as of October 1, 2019.

*Revenue Recognition - Identification and Evaluation of Contractual Terms in Certain Customer Arrangements*

As described in Note 1 to the consolidated financial statements, the Company enters into certain contracts with customers, including flexible consumption programs and multi-year subscriptions, with non-standard terms and conditions.

Management allocates consideration to each performance obligation based on relative fair value using standalone selling price and recognizes associated revenue as control is transferred to the customer.

The revenue recognized and deferred based on relative fair value represents a portion of Total Net revenues of $2,695.8 million for the year ended September 30, 2022, and Deferred revenue of $1,067.2 million and Deferred revenue, long-term of $624.4 million as of September 30, 2022.

These procedures also included, among others, on a sample basis (i) testing the completeness and accuracy of management’s assessment of the contractual terms by evaluating certain customer arrangements and (ii) testing management’s process for determining the appropriate amount and timing of revenue recognition based on management’s assessment of the contractual terms identified in certain customer arrangements.

| Long-term debt | | | | | | — | | | | | | 349,772 | | |

| Balances, September 30, 2019 | | | | | | 60,367 | | | | | | $ | 142,597 | | | | | $ | (19,190) | | | | | $ | 1,638,090 | | | | | $ | 1,761,497 | |

| Repurchase of common stock | | | | | | (799) | | | | | | (100,016) | | | | | | — | | | | | | — | | | | | | (100,016) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 307,441 | | | | | | 307,441 | | |

| Payments on term debt agreement | | | | | | (20,000) | | | | | | (20,000) | | | | | | (10,000) | | |

| Payments for debt issuance costs | | | | | | — | | | | | | — | | | | | | (3,040) | | |

On October 1, 2021, the Company completed its acquisition of Threat Stack, Inc. ("Threat Stack"), a provider of cloud security and workload protection solutions.

On October 1, 2021, the Company completed its acquisition of Threat Stack, Inc. for a total purchase price of $68.9 million, of which $11.4 million of finite-lived developed technology was recorded.

certain conditions are met.

*Significant Judgments*

The Company has made an accounting policy election to treat taxes under the global intangible low-taxed income (GILTI) provision as a current period expense.

Management has determined that the Company is organized as, and operates in, one reportable operating segment: the development, marketing and sale of application security and delivery solutions which enable its customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud.

the date of grant.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

The Company early adopted this accounting standard update beginning in the first quarter of fiscal 2022 and it did not have a material impact on the Company's consolidated financial statements.

approximately $68.9 million in cash, subject to certain adjustments and conditions set forth in the Threat Stack Merger Agreement.

| Goodwill | | | | | | 43,287 | | | | | | | | |

The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the measurement period.

The Company expects to finalize the allocation of the purchase price as soon as practicable and no later than one year from the acquisition date.

The estimated useful lives for the acquired intangible assets were based on the expected future cash flows associated with the respective asset.

The developed technology intangible asset is being amortized on a straight-line basis over its estimated useful life of seven years and included in cost of net product revenues.

On December 19, 2019, the Company entered into a Merger Agreement (the "Shape Merger Agreement") with Shape Security, Inc. ("Shape"), a provider of fraud and abuse prevention solutions.

This acquisition brings together F5’s expertise in protecting applications across multi-cloud environments with Shape’s fraud and abuse prevention capabilities.

Pursuant to the Shape Merger Agreement, at the effective time of the acquisition, the capital stock of Shape and the vested outstanding and unexercised stock options in Shape were cancelled and converted to the right to receive approximately $1.0 billion in cash, subject to certain adjustments and conditions set forth in the Shape Merger Agreement, and the unvested

stock options and restricted stock units in Shape held by continuing employees of Shape were assumed by F5, on the terms and conditions set forth in the Shape Merger Agreement.

Included in cash consideration was $23.2 million of transaction costs paid by F5 on behalf of Shape.

In addition, the Company incurred $15.3 million of transaction costs associated with the acquisition which was included in General and Administrative expenses in fiscal 2020.

The goodwill related to the Shape acquisition is comprised primarily of expected synergies from combining operations and the acquired intangible assets that do not qualify for separate recognition.

Goodwill related to the Shape acquisition is not expected to be deductible for tax purposes.

The results of operations of Shape have been included in the Company's consolidated financial statements from the date of acquisition.

The allocated purchase consideration to assets acquired and liabilities assumed is presented in the following table (in thousands):

| | | | | | | | | | | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, [removed: 2022] [added: 2023] and, based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, [removed: 2022.][added: 2023.]

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, [removed: 2022.][added: 2023.]

Based on the results of this assessment and on those criteria, management concluded that our internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2023, certain of our officers and directors adopted or terminated Rule 10b5-1 trading arrangements as follows:

On August 11, 2023, Frank Pelzer, EVP, Chief Financial Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until October 25, 2024 with respect to the sale of 11,300 Company shares.

None.

Certain information required by this item regarding the Company’s directors and executive officers is incorporated herein by reference to the sections entitled “Board of Directors — Nominees and Continuing Directors,” [added: and “— Director Nomination,”] “Corporate Governance — [added: Governance —] Committees of the Board — Audit [added: & Risk Oversight] Committee” and “— Code of Ethics for Senior Financial Officers” and [removed: “— Director Nomination,” and] “Security Ownership of Certain Beneficial Owners and Management — Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement that will be furnished to the SEC no later than January [removed: 28, 2023] [added: 29, 2024] (the “Proxy Statement”).

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation” and “Corporate Governance — Committees of the Board — [added: Talent and] Compensation Committee” and “— Compensation Committee Interlocks and Insider Participation” and “— Compensation Committee Report” in the Proxy Statement.

The information required by this item is incorporated by reference to the section entitled “Executive Compensation — Fees Paid to PricewaterhouseCoopers LLP” and “— Audit [added: & Risk Oversight] Committee Pre-Approval Procedures” and “— Annual Independence Determination” in the Proxy Statement.

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| 2.1 | | | | | | — | | | [Merger Agreement, dated December 19, 2019, by and among F5 Networks, Inc., Silhouette Merger Sub, Inc., Shape Security, Inc., and Shareholder Representative Services [removed: LLC(](http://www.sec.gov/Archives/edgar/data/1048695/000114036119023141/nc10007101x1_ex2-1.htm)[1](http://www.sec.gov/Archives/edgar/data/1048695/000114036119023141/nc10007101x1_ex2-1.htm)[)+](http://www.sec.gov/Archives/edgar/data/1048695/000114036119023141/nc10007101x1_ex2-1.htm)] [added: LLC(1)+](http://www.sec.gov/Archives/edgar/data/1048695/000114036119023141/nc10007101x1_ex2-1.htm)] | | |

| 2.2 | | | | | | — | | | [Merger Agreement dated as of January 5, 2021, by and among the Registrant, Voyager Merger Sub Corporation, Volterra, Inc., and Shareholder Representative Services [removed: LLC(](https://www.sec.gov/Archives/edgar/data/0001048695/000114036121000498/nc10018716x1_ex2-1.htm)[2](https://www.sec.gov/Archives/edgar/data/0001048695/000114036121000498/nc10018716x1_ex2-1.htm)[)+](https://www.sec.gov/Archives/edgar/data/0001048695/000114036121000498/nc10018716x1_ex2-1.htm)] [added: LLC(2)+](https://www.sec.gov/Archives/edgar/data/0001048695/000114036121000498/nc10018716x1_ex2-1.htm)] | | |

| 3.1 | | | | | | — | | | [Fourth Amended and Restated Articles of Incorporation of the [removed: Registrant(](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)[3](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)] [added: Registrant(3)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)] | | |

| 3.2 | | | | | | — | | | [Eighth Amended and Restated Bylaws adopted November 12, [removed: 2021(](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)[4](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)] [added: 2021(4)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)] | | |

| 4.1 | | | [removed: *] | | | — | | | [Description of the Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)] [added: Securities(5)](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)] | | |

| 4.2 | | | | | | — | | | [Specimen Common Stock [removed: Certificate(](http://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[5](http://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[)](http://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)] [added: Certificate(6)](http://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)] | | |

| 10.1 | | | [added: *] | | | — | | | [removed: [Term] [added: [First Amendment to](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[Revolving] Credit [added: Agreement](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [(including the Revolving Credit] Agreement, [removed: dated] as [removed: of January 24, 2020, among F5 Networks, Inc., the lenders party thereto and] [added: amended)](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[,](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[dated as of](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [May](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[26](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[3](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[,](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [between](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[F5](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[and] JPMorgan Chase Bank, N.A., as [added: the] Administrative [removed: Agent(](https://www.sec.gov/Archives/edgar/data/1048695/000114036120001429/nc10007101x3_ex10-1.htm)[6](https://www.sec.gov/Archives/edgar/data/1048695/000114036120001429/nc10007101x3_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000114036120001429/nc10007101x3_ex10-1.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)] | | |

| [removed: 10.3] [added: 10.2] | | | | | | — | | | [Office Lease Agreement between the Registrant and Fifth & Columbia Investors, LLC dated May 3, [removed: 2017(](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)[8](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)] [added: 2017(7)](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)] | | |

| [removed: 10.4] [added: 10.3] | | | | | | — | | | [Form of Indemnification Agreement between the Registrant and each of its directors and certain of its [removed: officers(](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[9](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[)] [added: officers(8)] §](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt) | | |

| [removed: 10.5] [added: 10.4] | | | | | | — | | | [removed: [F5 Networks, Inc. 2011 Employee] [added: [F5](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm) [Employee] Stock Purchase [removed: Plan (Amended] [added: Plan](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[, as amended] and [removed: Restated effective March 14, 2019)(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000010/exhibit1022011plan.htm)[0](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000010/exhibit1022011plan.htm)[) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000010/exhibit1022011plan.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[9](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)] | | |

| [removed: 10.6] [added: 10.5] | | | | | | — | | | [Form of Change of Control Agreement between the Registrant and the executive [removed: officers(1](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm)[)] [added: officers(10)] §](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm) | | |

| [removed: 10.7] [added: 10.6] | | | | | | — | | | [removed: [F5 Networks,] [added: [F5,] Inc. [removed: 2014] Incentive Plan, as amended and [removed: restated(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000015/exhibit1012014plan.htm)[2](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000015/exhibit1012014plan.htm)[) §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000015/exhibit1012014plan.htm)] [added: restated(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[9](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)] | | |

| [removed: 10.8] [added: 10.7] | | | | | | — | | | [Nginx, Inc. 2011 Share [removed: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm)[3](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm)[)] [added: Plan(11)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm) | | |

| [removed: 10.9] [added: 10.8] | | | | | | — | | | [Nginx, Inc. Acquisition Equity Incentive [removed: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm)[3](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm)[)] [added: Plan(11)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm) | | |

| [removed: 10.10] [added: 10.9] | | | | | | — | | | [Nginx, Inc. Acquisition Equity Incentive Plan Award [removed: Agreement(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm)[4](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm)[)] [added: Agreement(12)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm) | | |

| [removed: 10.11] [added: 10.10] | | | | | | — | | | [F5 Networks, Inc. Assumed Shape 2011 Stock [removed: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm)[5](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm)[)] [added: Plan(13)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm) | | |

| [removed: 10.12] [added: 10.11] | | | | | | — | | | [F5 Networks, Inc. Shape Acquisition Equity Incentive [removed: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm)[5](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm)[)] [added: Plan(13)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm) | | |

| [removed: 10.13] [added: 10.12] | | | | | | — | | | [Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised [removed: October 2017(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000028/ffiv10kex10189302017.htm)[6](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000028/ffiv10kex10189302017.htm)[) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000028/ffiv10kex10189302017.htm)] [added: November 2019(14) §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm)] | | |

| [removed: 10.15] [added: 10.13] | | | | | | — | | | [F5 Networks, Inc. Assumed Volterra, Inc. Amended and Restated 2017 Stock [removed: Plan(](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm)[1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm)[8](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm)[)] [added: Plan(15)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm) | | |

| [removed: 10.16] [added: 10.14] | | | | | | — | | | [F5 Networks, Inc. Volterra Acquisition Equity Incentive [removed: Plan(](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm)[1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm)[8](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm)[)] [added: Plan(15)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm) | | |

| [removed: 10.17] [added: 10.15] | | | | | | — | | | [F5 Networks, Inc. Assumed Volterra, Inc. 2019 Restricted Stock Unit Sub-Plan France (sub-plan to the F5 Networks, Inc. Assumed Volterra, Inc. Amended and Restated 2017 Stock [removed: Plan)(](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm)[1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm)[8](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm)[)] [added: Plan)(15)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm) | | |

| [removed: 10.18] [added: 10.16] | | | | | | — | | | [F5 Networks, Inc. Threat Stack Acquisition Equity Incentive [removed: Plan(](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm)[19](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm)[)] [added: Plan(16)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm) | | |

| 10.19 | | | | | | — | | | [F5, Inc. [added: Lilac Acquisition Equity] Incentive [removed: Plan, as amended and restated(2](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000009/exhibit101incentiveplan.htm)[0](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000009/exhibit101incentiveplan.htm)[) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000009/exhibit101incentiveplan.htm)] [added: Plan(18) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex992f5inclilacacq.htm)] | | |

| [removed: 10.20] [added: 10.17] | | | | | | — | | | [Offer Letter from the Registrant to François [removed: Locoh-Donou(2](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm)[)] [added: Locoh-Donou(17)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm) | | |

| 21.1 | | | * | | | — | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex2119302022.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex2119302023.htm)] | | |

| 23.1 | | | * | | | — | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex2319302022.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex2319302023.htm)] | | |

| 31.1 | | | * | | | — | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex3119302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3119302023.htm)] | | |

| 31.2 | | | * | | | — | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex3129302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3129302023.htm)] | | |

| 32.1 | | | * | | | — | | | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex3219302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3219302023.htm)] | | |

[removed: (5)Incorporated] [added: (6)Incorporated] by reference from Exhibit 4.1 of Registration Statement on Form S-1, File No. 333-75817.

[removed: (6)Incorporated] [added: (17)Incorporated] by reference from Current Report on Form 8-K dated January [removed: 24, 2020] [added: 27, 2017] and filed with the SEC on January [removed: 24, 2020.][added: 30, 2017.]

[removed: (7)Incorporated] [added: (12)Incorporated] by reference from Quarterly Report on Form 10-Q for the quarter ended [removed: December 31,] [added: June 30,] 2019.

[removed: (8)Incorporated] [added: (7)Incorporated] by reference from Current Report on Form 8-K dated May 3, 2017 and filed with the SEC on May 3, 2017.

[removed: (9)Incorporated] [added: (8)Incorporated] by reference from Exhibit 10.1 of Registration Statement on Form S-1, File No. 333-75817.

[removed: (10)Incorporated] [added: (9)Incorporated] by reference from Current Report on Form 8-K dated March [removed: 14, 2019] [added: 9, 2023] and filed with the SEC on March [removed: 14, 2019.][added: 10, 2023.]

[removed: (11)Incorporated] [added: (10)Incorporated] by reference from Current Report on Form 8-K dated April 29, 2009 and filed with the SEC on May 4, 2009.

[removed: (13)Incorporated] [added: (11)Incorporated] by reference from Registration Statement on Form S-8 File No. 333-231802.

[removed: (14)Incorporated] [added: (5)Incorporated] by reference from [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June] [added: September] 30, [removed: 2019.][added: 2022.]

[removed: (15)Incorporated] [added: (13)Incorporated] by reference from Registration Statement on Form S-8 File No. 333-236228.

| 10.18 | | | | | | — | | | [F5, Inc. Assumed Lilac Cloud 2018 Equity Incentive Plan(18) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex991f5incassumedl.htm) | | |

| 97 | | | * | | | — | | | [F5, Inc. Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex97incentivecompensat.htm) [§](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex97incentivecompensat.htm) | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

(18)Incorporated by reference from Registration Statement on Form S-8 File No. 333-269532.

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

| By: | | | | | | /S/ MICHEL COMBES | | | | | | Director | | | | | | November 14, 2023 | | |

| | | | | | | Michel Combs | | | | | | | | | | | | | | |

| By: | | | | | | /S/ TAMI ERWIN | | | | | | Director | | | | | | November 14, 2023 | | |

| | | | | | | Tami Erwin | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | | | | Exhibit Description | | |

| 10.2 | | | | | | — | | | [Revolving Credit Agreement dated as of January 31, 2020, among F5 Networks, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent(](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000012/ffiv10qex10212312019.htm)[7](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000012/ffiv10qex10212312019.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000012/ffiv10qex10212312019.htm) | | |

| 10.14 | | | | | | — | | | [Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised November 2019(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm)[7](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm)[) §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm) | | |

(12)Incorporated by reference from Current Report on Form 8-K dated March 11, 2021 and filed with the SEC on March 15, 2021.

(17)Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2020.

(20)Incorporated by reference from Current Report on Form 8-K dated March 10, 2022 and filed with the SEC on March 11, 2022.

(21)Incorporated by reference from Current Report on Form 8-K dated January 27, 2017 and filed with the SEC on January 30, 2017.

| By: | | | | | | /S/ SANDRA BERGERON | | | | | | Director | | | | | | November 14, 2022 | | |

| | | | | | | Sandra Bergeron | | | | | | | | | | | | | | |

| By: | | | | | | /S/ JAMES PHILLIPS | | | | | | Director | | | | | | November 14, 2022 | | |

| | | | | | | James Phillips | | | | | | | | | | | | | | |