Item 8. Financial Statements and Supplementary Data

F5, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			45
Consolidated Balance Sheets			47
Consolidated Income Statements			48
Consolidated Statements of Comprehensive Income			49
Consolidated Statements of Shareholders' Equity			50
Consolidated Statements of Cash Flows			51
Notes to Consolidated Financial Statements			53

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of F5, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of F5, Inc. and its subsidiaries (the “Company”) as of September 30, 2023 and 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, 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 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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 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. 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.

The principal consideration for our determination that performing procedures relating to revenue recognition for certain products and services contracts is a critical audit matter is a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. 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.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

November 14, 2023

We have served as the Company’s auditor since 1996.

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F5, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

						September 30,
						2023						2022
ASSETS
Current assets
Cash and cash equivalents						$	797,163					$	758,012
Short-term investments						6,160						126,554
Accounts receivable, net of allowances of $3,561 and $6,020						454,832						469,979
Inventories						35,874						68,365
Other current assets						554,744						489,314
Total current assets						1,848,773						1,912,224
Property and equipment, net						170,422						168,182
Operating lease right-of-use assets						195,471						227,475
Long-term investments						5,068						9,544
Deferred tax assets						295,308						183,365
Goodwill						2,288,678						2,259,282
Other assets, net						444,613						516,122
Total assets						$	5,248,333					$	5,276,194
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable						$	63,315					$	113,178
Accrued liabilities						282,890						309,819
Deferred revenue						1,126,576						1,067,182
Current portion of long-term debt						—						349,772
Total current liabilities						1,472,781						1,839,951
Deferred tax liabilities						4,637						2,781
Deferred revenue, long-term						648,545						624,398
Operating lease liabilities, long-term						239,565						272,376
Other long-term liabilities						82,573						67,710
Total long-term liabilities						975,320						967,265
Commitments and contingencies (Note 12)
Shareholders’ equity
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding						—						—
Common stock, no par value; 200,000 shares authorized, 59,207 and 59,860 shares issued and outstanding						24,399						91,048
Accumulated other comprehensive loss						(23,221)						(26,176)
Retained earnings						2,799,054						2,404,106
Total shareholders’ equity						2,800,232						2,468,978
Total liabilities and shareholders’ equity						$	5,248,333					$	5,276,194

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

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F5, INC.

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

						Years Ended September 30,
						2023						2022						2021
Net revenues
Products						$	1,334,638					$	1,317,117					$	1,247,084
Services						1,478,531						1,378,728						1,356,332
Total						2,813,169						2,695,845						2,603,416
Cost of net revenues
Products						375,192						319,713						286,293
Services						218,116						219,914						206,853
Total						593,308						539,627						493,146
Gross profit						2,219,861						2,156,218						2,110,270
Operating expenses
Sales and marketing						878,215						926,591						929,983
Research and development						540,285						543,368						512,627
General and administrative						263,405						274,558						273,635
Restructuring charges						65,388						7,909						—
Total						1,747,293						1,752,426						1,716,245
Income from operations						472,568						403,792						394,025
Other income (expense), net						13,420						(18,399)						(7,088)
Income before income taxes						485,988						385,393						386,937
Provision for income taxes						91,040						63,233						55,696
Net income						$	394,948					$	322,160					$	331,241
Net income per share — basic						$	6.59					$	5.34					$	5.46
Weighted average shares — basic						59,909						60,274						60,707
Net income per share — diluted						$	6.55					$	5.27					$	5.34
Weighted average shares — diluted						60,270						61,097						62,057

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

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F5, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

						Years Ended September 30,
						2023						2022						2021
Net income						$	394,948					$	322,160					$	331,241
Other comprehensive income (loss):
Foreign currency translation adjustment						1,477						(4,502)						(68)
Available-for-sale securities:
Unrealized gains (losses) on available-for-sale securities, net of taxes of $286, $(160), and $(234) for the years ended September 30, 2023, 2022, and 2021, respectively						2,090						(1,449)						(1,557)
Reclassification adjustment for realized (losses) gains included in net income, net of taxes of $78, $48, and $(69) for the years ended September 30, 2023, 2022, and 2021, respectively						(612)						(152)						268
Net change in unrealized gains (losses) on available-for-sale securities, net of tax						1,478						(1,601)						(1,289)
Total other comprehensive income (loss)						2,955						(6,103)						(1,357)
Comprehensive income						$	397,903					$	316,057					$	329,884

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

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F5, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

						Common Stock												Accumulated Other Comprehensive Loss						Retained Earnings						Total Shareholders’ Equity
						Shares						Amount
Balances, September 30, 2020						61,099						$	305,453					$	(18,716)					$	1,945,531					$	2,232,268
Exercise of employee stock options						164						4,864						—						—						4,864
Issuance of stock under employee stock purchase plan						542						60,888						—						—						60,888
Issuance of restricted stock						1,430						—						—						—						—
Repurchase of common stock						(2,501)						(411,056)						—						(88,944)						(500,000)
Taxes paid related to net share settlement of equity awards						(82)						(14,032)						—						—						(14,032)
Stock-based compensation						—						246,341						—						—						246,341
Net income						—						—						—						331,241						331,241
Other comprehensive loss						—						—						(1,357)						—						(1,357)
Balances, September 30, 2021						60,652						$	192,458					$	(20,073)					$	2,187,828					$	2,360,213
Exercise of employee stock options						143						3,613						—						—						3,613
Issuance of stock under employee stock purchase plan						412						60,927						—						—						60,927
Issuance of restricted stock						1,368						—						—						—						—
Repurchase of common stock						(2,611)						(394,141)						—						(105,882)						(500,023)
Taxes paid related to net share settlement of equity awards						(104)						(21,025)						—						—						(21,025)
Stock-based compensation						—						249,216						—						—						249,216
Net income						—						—						—						322,160						322,160
Other comprehensive loss						—						—						(6,103)						—						(6,103)
Balances, September 30, 2022						59,860						$	91,048					$	(26,176)					$	2,404,106					$	2,468,978
Exercise of employee stock options						56						1,491						—						—						1,491
Issuance of stock under employee stock purchase plan						501						58,468						—						—						58,468
Issuance of restricted stock						1,335						—						—						—						—
Repurchase of common stock						(2,454)						(350,049)						—						—						(350,049)
Taxes paid related to net share settlement of equity awards						(91)						(13,209)						—						—						(13,209)
Stock-based compensation						—						236,650						—						—						236,650
Net income						—						—						—						394,948						394,948
Other comprehensive income						—						—						2,955						—						2,955
Balances, September 30, 2023						59,207						$	24,399					$	(23,221)					$	2,799,054					$	2,800,232

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

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F5, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

						Years Ended September 30,
						2023						2022						2021
Operating activities
Net income						$	394,948					$	322,160					$	331,241
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation						236,650						249,216						243,279
Depreciation and amortization						112,702						115,609						115,424
Non-cash operating lease costs						38,528						38,735						38,375
Deferred income taxes						(108,521)						(40,244)						(76,930)
Impairment of assets						3,455						6,175						40,698
Other						1,372						1,267						737
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable						16,704						(130,605)						(46,289)
Inventories						32,491						(46,310)						5,843
Other current assets						(64,959)						(144,628)						(84,328)
Other assets						16,591						(87,008)						(110,653)
Accounts payable and accrued liabilities						(63,100)						19,163						22,933
Deferred revenue						81,741						191,147						216,431
Lease liabilities						(45,193)						(52,046)						(51,565)
Net cash provided by operating activities						653,409						442,631						645,196
Investing activities
Purchases of investments						(1,789)						(61,284)						(472,165)
Maturities of investments						111,330						260,357						197,279
Sales of investments						16,085						120,578						271,521
Acquisition of businesses, net of cash acquired						(35,049)						(67,911)						(411,319)
Purchases of property and equipment						(54,184)						(33,624)						(30,651)
Net cash provided by (used in) investing activities						36,393						218,116						(445,335)
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan						59,959						64,540						65,752
Repurchase of common stock						(350,049)						(500,023)						(500,000)
Payments on term debt agreement						(350,000)						(20,000)						(20,000)
Taxes paid related to net share settlement of equity awards						(13,209)						(21,025)						(14,032)
Net cash used in financing activities						(653,299)						(476,508)						(468,280)
Net increase (decrease) in cash, cash equivalents and restricted cash						36,503						184,239						(268,419)
Effect of exchange rate changes on cash, cash equivalents and restricted cash						2,125						(6,365)						(74)
Cash, cash equivalents and restricted cash, beginning of year						762,207						584,333						852,826
Cash, cash equivalents and restricted cash, end of year						$	800,835					$	762,207					$	584,333

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						Years Ended September 30,
						2023						2022						2021
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds						$	191,569					$	110,036					$	99,378
Cash paid for amounts included in the measurement of operating lease liabilities						52,893						58,592						61,504
Cash paid for interest on long-term debt						2,970						7,981						5,280
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations						$	10,544					$	20,778					$	13,051

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

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F5, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

The Company

F5, Inc. (the "Company") is a leading provider of multi-cloud 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 Company's cloud, software, and hardware solutions enable its customers to deliver digital experiences to their customers faster, reliably, and at scale. The Company's enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multi-cloud environments, with modules that can run independently, or as part of an integrated solution on its high-performance appliances. In connection with its solutions, the Company offers a broad range of professional services, including consulting, training, maintenance, and other technical support services.

Accounting Principles

The Company’s consolidated financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America ("GAAP").

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples of estimates and assumptions include: revenue recognition, identifying and evaluating the performance obligations of contracts with non-standard terms, and the allocation of purchase consideration based on the relative fair value standalone sales price of these performance obligations; business combinations, including the determination of fair value for acquired developed technology assets and the evaluation and selection of significant assumptions such as revenue growth rate and technology migration curve; and the incremental borrowing rate for measuring lease obligations. Actual results may differ materially from management's estimates and assumptions.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company invests its cash and cash equivalents in deposits with four major financial institutions, which, at times, exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents. Amounts included in restricted cash represent those for which the Company's use is restricted by a contractual agreement.

Investments

The Company classifies its debt investments as available-for-sale. Debt investments, consisting of money market funds, corporate and municipal bonds and notes, the United States government and agency securities are reported at fair value with the related unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses, credit allowances and impairments due to credit losses are included in other income (expense) in the Company’s consolidated income statements. Debt investments with maturities of less than one year or where management’s intent is to use the investments to fund current operations are classified as short-term investments. Debt investments with maturities of greater than one year are classified as long-term investments.

As an approximation to fair value, equity investments are measured using net asset value (“NAV”) and are classified as long-term investments. Unrealized and realized gains and losses are recorded in other income (expense) in the Company's consolidated income statements.

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Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount, net of allowances for credit losses for any potential uncollectible amounts. The allowance for credit losses is based on the assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for credit losses on a collective basis by considering the age of each outstanding invoice, each customer’s expected ability to pay and collection history, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine whether the allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. For fiscal years ended September 30, 2023 and 2022, the allowance for credit losses was not material.

Unbilled Receivables

Unbilled receivables represent amounts related to the Company's unconditional right to consideration associated with contracts with customers that have not yet been billed. Unbilled receivables are converted to accounts receivable at the point in time when the Company has the contractual right to invoice its customers. As of September 30, 2023, unbilled receivables that are expected to be reclassified to accounts receivable within the next 12 months are included in other current assets, with those expected to be transferred to accounts receivables in more than 12 months included in other assets.

Concentration of Credit Risk

The Company extends credit to customers and is therefore subject to credit risk. The Company performs initial and ongoing credit evaluations of its customers’ financial condition and does not require collateral. An allowance for credit losses is recorded for any potential uncollectible amount. Estimates are used in determining the allowance for credit losses in accordance with the Accounts Receivable policy. See Note 15 - Segment Information, for disaggregated accounts receivable by significant customer.

The Company maintains its cash and investment balances with high credit quality financial institutions.

Fair Value of Financial Instruments

Short-term and long-term investments are recorded at fair value as the underlying securities are classified as available-for-sale with any unrealized gains or losses being recorded to other comprehensive income (or loss). The fair value for securities held is determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

Inventories

The Company outsources the manufacturing of its pre-configured hardware platforms to contract manufacturers, who assemble each product to the Company’s specifications. As protection against component shortages and to provide replacement parts for its service teams, the Company also stocks limited supplies of certain key product components. The Company reduces inventory to net realizable value based on excess and obsolete inventories determined primarily by historical usage and forecasted demand. Inventories consist of hardware and related component parts and are recorded at the lower of cost and net realizable value (as determined by the first-in, first-out method).

Property and Equipment

Property and equipment are stated at net book value. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the improvements. The cost of normal maintenance and repairs is charged to expense as incurred and expenditures for major improvements are capitalized at cost. Gains or losses on the disposition of assets are reflected in the consolidated income statements at the time of disposal.

Business Combinations

The Company’s business combinations are accounted for under the acquisition method. Management allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. 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.

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Goodwill

Goodwill represents the excess purchase price over the estimated fair value of net assets acquired as of the acquisition date. The Company tests goodwill for impairment on an annual basis and between annual tests when impairment indicators are identified, and goodwill is written down when impaired. For its annual goodwill impairment test in all periods to date, the Company has operated under one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. The Company performs its annual goodwill impairment test during the second fiscal quarter.

For its annual impairment test performed in the second quarter of fiscal 2023, the Company completed a quantitative assessment and determined that there was no impairment of goodwill. The Company also considered potential impairment indicators of goodwill at September 30, 2023 and noted no indicators of impairment.

Intangible Assets

Intangible assets with finite lives consist of acquired developed technology, customer relationships, patents and trademarks, trade names, and non-compete covenants acquired through business combinations or asset acquisitions. Intangible assets acquired through business combinations are recorded at their respective estimated fair values upon acquisition close. Other intangible assets acquired through asset acquisitions are recorded at their respective cost. The Company determines the estimated useful lives for acquired intangible assets based on the expected future cash flows associated with the respective asset. The Company's intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, ranging from four to fifteen years. Amortization expense related to acquired developed technology is charged to cost of product revenues. Amortization expense related to customer relationships, trade names, and non-compete covenants is charged to sales and marketing activities. Amortization expense related to patents and trademarks is charged to general and administrative activities. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Software Development Costs

The authoritative guidance requires certain internal software development costs related to software to be sold to be capitalized upon the establishment of technological feasibility. Capitalized software development costs are amortized over the remaining estimated economic life of the product. The Company's software development costs incurred subsequent to achieving technological feasibility have not been significant and, as a result, all software development costs have been expensed as research and development activities as incurred.

Internal-Use Software

The Company capitalizes costs incurred during the application development stage associated with the development of internal-use software systems. The capitalized costs are then amortized over the estimated useful life of the software, which is generally three to ten years, and are included in property and equipment in the accompanying consolidated balance sheets.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted net future cash flows to the related asset’s carrying value. If impairment exists, the asset is written down to its estimated fair value.

Revenue Recognition

The Company sells products through distributors, resellers, and directly to end users. Revenue related to the Company's contracts with customers is recognized by following a five-step process:

• Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement.

• Identify the performance obligations in the contract. Performance obligations are identified in the Company's contracts and include hardware, hardware-based software, software-only solutions, cloud-based subscription services as well as a broad range of service performance obligations including consulting, training, installation and maintenance.

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• Determine the transaction price. The purchase price stated in an agreed upon purchase order is generally representative of the transaction price. The Company offers several programs in which customers are eligible for certain levels of rebates if certain conditions are met. When determining the transaction price, the Company considers the effects of any variable consideration.

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

• Recognize revenue when (or as) the entity satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of promised products and services to a customer.

Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. Shipping and handling fees charged to the Company’s customers are recognized as product revenue in the period shipped and the related costs for providing these services are recorded as a cost of sale.

The following is a description of the principal activities from which the Company generates revenue:

Product

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. The Company also offers several products by subscription, either through term-based license agreements or as SaaS offerings. 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. For the Company's SaaS offerings, revenue is recognized ratably as the services are provided. Hardware, including the software run on those devices is considered systems revenue. Perpetual or subscription software offerings that are, or have the ability to be deployed on a standalone basis, along with the Company's SaaS offerings are considered software revenue. When rights of return are present and the Company cannot estimate returns, revenue is recognized when such rights of return lapse. Payment terms to customers are generally net 30 days to net 60 days.

Global Services

Revenues for post-contract customer support ("PCS") are recognized on a straight-line basis over the service contract term. PCS includes a limited period of telephone support, updates, repair or replacement of any failed product or component that fails during the term of the agreement, bug fixes and rights to upgrades, when and if available. Consulting services are customarily billed at fixed hourly rates, plus out-of-pocket expenses, and revenues are recognized as the consulting is delivered. Similarly, training revenue is recognized as the training is completed.

Contract Acquisition Costs

Sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a contract with a customer. 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 benefit, which management has determined to be 4.5 years for initial service and 3 to 5 years for subscription offerings.

Flexible Consumption Program

The Company enters into certain contracts with customers, including flexible consumption programs and multi-year subscriptions, with non-standard terms and conditions. Management assesses contractual terms in these agreements to identify and evaluate performance obligations. 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.

Guarantees and Product Warranties

In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, resellers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

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The Company offers warranties of one year for hardware for those customers without service contracts, with the option of purchasing additional warranty coverage in yearly increments. The Company accrues for warranty costs as part of its cost of sales based on associated material product costs and technical support labor costs. Warranty expense and accrued warranty costs were not material for all periods presented.

Research and Development

Research and development expenses consist of salaries and related benefits of product development personnel, prototype materials and expenses related to the development of new and improved products, and an allocation of facilities, depreciation and amortization expense. Research and development expenses are reflected in the income statements as incurred.

Advertising

Advertising costs are expensed as incurred. The Company incurred $8.9 million, $15.4 million and $10.0 million in advertising costs during the fiscal years 2023, 2022 and 2021, respectively.

Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. A valuation allowance is recorded when it is more-likely-than-not that some of the deferred tax assets will not be realized.

The Company assesses whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefits to be recognized in the financial statements from such a position is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company adjusts these liabilities based on a variety of factors, including the evaluation of information not previously available. These adjustments are reflected as increases or decreases to income tax expense in the period in which new information is available.

Foreign Currency

The functional currency for the Company’s foreign subsidiaries is either the U.S. dollar or the local currency depending on the assessment of management. An entity’s functional currency is determined by the currency of the economic environment in which the majority of cash is generated and expended by the entity. The financial statements of all majority-owned subsidiaries and related entities, with a functional currency other than the U.S. dollar, have been translated into U.S. dollars. All assets and liabilities of the respective entities are translated at year-end exchange rates and all revenues and expenses are translated at average rates during the respective period. Translation adjustments are reported as other comprehensive income (loss) in the consolidated statements of comprehensive income.

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency, including U.S. dollars. Gains and losses on those foreign currency transactions are included in determining net income or loss for the period of exchange and are recorded in other income, net. The net effect of foreign currency gains and losses was not material during the fiscal years ended September 30, 2023, 2022 and 2021.

Segments

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Management has determined that the Company is organized as, and operates in, one reportable operating segment.

Stock-based Compensation

The Company issues incentive awards to its employees through stock-based compensation consisting of restricted stock units ("RSUs"). RSUs are payable in shares of the Company’s common stock as the periodic vesting requirements are satisfied, generally over one to four years. The value of an RSU is based upon the fair market value of the Company’s common stock on the date of grant. The value of RSUs is determined using the intrinsic value method and is based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant.

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The Company offers an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to purchase shares of the Company’s common stock at a discount. In determining the fair value of shares issued under the ESPP, the Company uses the Black-Scholes option pricing model. The assumptions within the option pricing model are based on management’s best estimates at that time, which impact the fair value of the ESPP option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the ESPP option.

The Company has also issued stock options as replacement awards, most notably for those assumed as part of business combinations. The Company used the Black-Scholes option pricing model to determine the fair value of the stock option replacement awards. The assumptions within the option pricing model are based on management’s best estimates at that time, which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the term of the option.

The Company accounts for stock-based compensation using the straight-line attribution method for recognizing compensation expense. The Company recognizes compensation expense for only the portion of stock-based awards that are expected to vest. Therefore, the Company applies estimated forfeiture rates that are derived from historical employee termination behavior. Based on historical differences with forfeitures of stock-based awards granted to the Company’s executive officers and Board of Directors versus grants awarded to all other employees, the Company has developed separate forfeiture expectations for these two groups.

The Company issues incentive awards to certain current executive officers as part of its annual equity awards program. A portion of the aggregate number of RSUs issued to executive officers vest in equal quarterly increments, and a portion is subject to the Company achieving specified performance goals.

In fiscal 2018, the Company's Talent and Compensation Committee adopted a set of metrics for the performance stock awards, including (1) 50% of the annual performance stock grant is based on achieving certain annual revenue; (2) 25% of the annual performance stock grant is based on achieving an increase annual software revenue compared to the prior year; and (3) 25% of the annual performance stock grant is based on relative total shareholder return ("TSR") benchmarked to the S&P 500 index. 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. In each case, no vesting or payment with respect to a performance goal shall occur unless a minimum threshold is met for the applicable goal. Vesting and payment with respect to the performance goal is linear above the threshold of the applicable goal and is capped at achievement of 200% above target.

The Company recognizes compensation costs for awards with performance conditions and market conditions on a straight-line basis over the requisite service period for each separately vesting portion of the award and, for awards with performance conditions, when it concludes it is probable that the performance condition will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment.

Comprehensive Income

Comprehensive income includes certain changes in equity that are excluded from net income. Specifically, unrealized gains or losses on securities and foreign currency translation adjustments. These changes are included in accumulated other comprehensive income or loss.

Recently Adopted Accounting Standards

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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2. Revenue from Contracts with Customers

Capitalized Contract Acquisition Costs

The table below shows significant movements in capitalized contract acquisition costs (current and noncurrent) for the years ended September 30, 2023, 2022, and 2021 (in thousands):

			2023						2022						2021
Balance, beginning of year			$	77,220					$	77,836					$	70,396
Additional capitalized contract acquisition costs			26,960						37,897						41,719
Amortization of capitalized contract acquisition costs			(37,712)						(38,513)						(34,279)
Balance, end of year			$	66,468					$	77,220					$	77,836

Amortization of capitalized contract acquisition costs was $37.7 million, $38.5 million, and $34.3 million for the years ended September 30, 2023, 2022, and 2021, respectively, and is recorded in Sales and Marketing expense in the accompanying consolidated income statements. There was no impairment of any capitalized contract acquisition costs during any period presented.

Contract Balances

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Company's contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations, or for contracts with customers that contain the Company's unconditional rights to consideration, for which the customer has not been billed. These liabilities are classified as current and non-current deferred revenue.

The table below shows significant movements in the deferred revenue balances (current and noncurrent) for the years ended September 30, 2023, 2022, and 2021 (in thousands):

			2023						2022						2021
Balance, beginning of year			$	1,691,580					$	1,489,842					$	1,272,632
Amounts added but not recognized as revenues			1,162,698						1,167,143						1,122,081
Deferred revenue acquired through acquisition of businesses			1,800						10,591						779
Revenues recognized related to the opening balance of deferred revenue			(1,080,957)						(975,996)						(905,650)
Balance, end of year			$	1,775,121					$	1,691,580					$	1,489,842

Remaining Performance Obligations

Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. The composition of unsatisfied performance obligations consists mainly of deferred service revenue, and to a lesser extent, deferred product revenue, for which the Company has an obligation to perform, and has not yet recognized as revenue in the consolidated financial statements. As of September 30, 2023, the total non-cancelable remaining performance obligations under the Company's contracts with customers was $1.8 billion and the Company expects to recognize revenues on approximately 63.5% of these remaining performance obligations over the next 12 months, 23.5% in year two, and the remaining balance thereafter.

See Note 15 - Segment Information, for disaggregated revenue by significant customer and geographic region, as well as disaggregated product revenue by systems and software.

3. Business Combinations

Fiscal Year 2023 Acquisition of Lilac Cloud, Inc.

On January 22, 2023, the Company entered into a Merger Agreement (the “Lilac Merger Agreement”) with Lilac Cloud, Inc. ("Lilac"), a provider of innovative application delivery services. The transaction closed on February 1, 2023 with Lilac becoming a wholly-owned subsidiary of F5. The addition of Lilac’s Content Delivery Network ("CDN") technologies enhances F5’s portfolio of solutions that secure and optimize any application and Application Programming Interface ("API") anywhere. The acquired assets and assumed liabilities of Lilac were not material and the acquisition did not have a material impact to the Company's operating results. 

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Fiscal Year 2022 Acquisition of Threat Stack, Inc.

In September 2021, the Company entered into a Merger Agreement (the “Threat Stack Merger Agreement”) with Threat Stack, Inc. ("Threat Stack"), a provider of cloud security and workload protection solutions. The transaction closed on October 1, 2021 with Threat Stack becoming a wholly-owned subsidiary of F5. The addition of Threat Stack’s cloud security capabilities to F5’s application and API protection solutions enhances visibility across application infrastructure and workloads to deliver more actionable security insights for customers.

Pursuant to the Threat Stack Merger Agreement, at the effective time of the Merger, the capital stock of Threat Stack and the vested outstanding and unexercised stock options in Threat Stack were cancelled and converted to the right to receive $68.9 million in cash, subject to certain adjustments and conditions set forth in the Threat Stack Merger Agreement. Transaction costs associated with the acquisition were not material.

As a result of the acquisition, the Company acquired all the assets and assumed all the liabilities of Threat Stack. The goodwill related to the Threat Stack 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 Threat Stack acquisition was not deductible for tax purposes. The results of operations of Threat Stack 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 based on preliminary estimated fair values is presented in the following table (in thousands):

												Estimated
												Useful Life
Assets acquired
Deferred tax assets						$	14,041
Other net tangible assets acquired, at fair value						5,481
Cash, cash equivalents, and restricted cash						911
Identifiable intangible assets:
Developed technology						11,400						5 years
Customer relationships						4,400						5 years
Goodwill						43,282
Total assets acquired						$	79,515
Liabilities assumed
Deferred revenue						$	(10,591)
Total liabilities assumed						$	(10,591)
Net assets acquired						$	68,924

The measurement period for the Threat Stack acquisition lapsed during the first quarter of fiscal 2023. The Company recorded immaterial adjustments to consideration exchanged for the purchase of Threat Stack within the post-close measurement period.

The developed technology intangible asset is amortized on a straight-line basis over its estimated useful life of five years and included in cost of net product revenues. The customer relationships intangible asset is amortized on a straight-line basis over its estimated useful life of five years and included in sales and marketing expenses. The weighted-average life of the amortizable intangible assets recognized from the Threat Stack acquisition was five years as of October 1, 2021, the date the transaction closed. The estimated useful lives for the acquired intangible assets were based on the expected future cash flows associated with the respective asset.

The pro forma financial information, as well as the revenue and earnings generated by Threat Stack, were not material to the Company's operations for the periods presented.

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Fiscal Year 2021 Acquisition of Volterra, Inc.

On January 5, 2021, the Company entered into a Merger Agreement (the “Volterra Merger Agreement”) with Volterra, Inc. ("Volterra"), a provider of edge-as-a-service platform solutions. The transaction closed on January 22, 2021 with Volterra becoming a wholly-owned subsidiary of F5. With the addition of Volterra’s technology platform, F5 is creating an edge platform built for enterprises and service providers that will be security-first and app-driven with unlimited scale.

Pursuant to the Volterra Merger Agreement, at the effective time of the Merger, the capital stock of Volterra and the vested outstanding and unexercised stock options in Volterra were cancelled and converted to the right to receive $427.2 million in cash, subject to certain adjustments and conditions set forth in the Volterra Merger Agreement. The unvested stock options and restricted stock units in Volterra held by continuing employees of Volterra were assumed by F5, on the terms and conditions set forth in the Volterra Merger Agreement. The Company incurred $9.5 million of transaction costs associated with the acquisition which was included in General and Administrative expenses in fiscal 2021.

As a result of the acquisition, the Company acquired all the assets and assumed all the liabilities of Volterra. The goodwill related to the Volterra 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 Volterra acquisition was not deductible for tax purposes. The results of operations of Volterra 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 based on preliminary estimated fair values is presented in the following table (in thousands):

												Estimated
												Useful Life
Assets acquired
Cash, cash equivalents, and restricted cash						$	14,012
Other tangible assets acquired, at fair value						7,499
Identifiable intangible assets:
Developed technology						59,500						7 years
Customer relationships						500						1 year
Goodwill						350,863
Total assets acquired						432,374
Liabilities assumed						(5,233)
Net assets acquired						$	427,141

The measurement period for the Volterra acquisition lapsed during the second quarter of fiscal 2022. The Company recorded immaterial adjustments to consideration exchanged for the purchase of Volterra within the post-close measurement period.

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. The customer relationships intangible asset was amortized on a straight-line basis over its estimated useful life of one year and included in sales and marketing expenses. The weighted-average life of the amortizable intangible assets recognized from the Volterra acquisition was 6.95 years as of January 22, 2021, the date the transaction closed. The estimated useful lives for the acquired intangible assets were based on the expected future cash flows associated with the respective asset.

The pro forma financial information, as well as the revenue and earnings generated by Volterra, were not material to the Company's operations for the periods presented.

4. Fair Value Measurements

In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances and expands disclosure about fair value measurements.

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Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, essentially the exit price.

The levels of fair value hierarchy are:

Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date that the Company has the ability to access.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs for which there is little or no market data available. These inputs reflect management’s assumptions of what market participants would use in pricing the asset or liability.

Level 1 investments are valued based on quoted market prices in active markets and include the Company’s cash equivalent investments. Level 2 investments, which include investments that are valued based on quoted prices in markets that are not active, broker or dealer quotations, actual trade data, benchmark yields or alternative pricing sources with reasonable levels of price transparency, include the Company’s certificates of deposit, corporate bonds and notes, municipal bonds and notes, U.S. government securities, U.S. government agency securities and international government securities. Fair values for the Company’s level 2 investments are based on similar assets without applying significant judgments. In addition, all of the Company’s level 2 investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments.

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company's financial assets measured at fair value on a recurring basis subject to the disclosure requirements at September 30, 2023 and 2022, were as follows (in thousands):

																		Gross Unrealized																		Classification on Balance Sheet
As of September 30, 2023						Fair Value Level						Cost or Amortized Cost						Gains						Losses						Aggregate Fair Value						Cash and Cash Equivalents						Short-Term Investments						Long-Term Investments
Changes in fair value recorded in other comprehensive income
Money Market Funds						Level 1						$	392,592					$	—					$	—					$	392,592					$	392,592					$	—					$	—
Corporate bonds and notes						Level 2						4,412						—						(88)						4,324						—						4,324						—
Municipal bonds and notes						Level 2						1,108						—						(9)						1,099						—						1,099						—
U.S. government securities						Level 2						—						—						—						—						—						—						—
U.S. government agency securities						Level 2						740						—						(3)						737						—						737						—
Total debt investments												$	398,852					$	—					$	(100)					$	398,752					$	392,592					$	6,160					$	—
Changes in fair value recorded in other net income (expense)
Equity investments						*																								$	5,068					$	—					$	—					$	5,068
Total equity investments																														5,068						—						—						5,068
Total investments																														$	403,820					$	392,592					$	6,160					$	5,068

• The fair value of this equity investment is measured at net asset value (NAV) which approximates fair value and is not classified within the fair value hierarchy.

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																		Gross Unrealized																		Classification on Balance Sheet
As of September 30, 2022						Fair Value Level						Cost or Amortized Cost						Gains						Losses						Aggregate Fair Value						Cash and Cash Equivalents						Short-Term Investments						Long-Term Investments
Changes in fair value recorded in other comprehensive income
Money Market Funds						Level 1						$	276,294					$	—					$	—					$	276,294					$	276,294					$	—					$	—
Corporate bonds and notes						Level 2						50,828						—						(950)						49,878						912						44,356						4,610
Municipal bonds and notes						Level 2						5,018						—						(102)						4,916						—						3,812						1,104
U.S. government securities						Level 2						84,734						—						(660)						84,074						10,120						73,954						—
U.S. government agency securities						Level 2						5,825						—						(75)						5,750						606						4,432						712
Total debt investments												$	422,699					$	—					$	(1,787)					$	420,912					$	287,932					$	126,554					$	6,426
Changes in fair value recorded in other net income (expense)
Equity investments						*																								$	3,118					$	—					$	—					$	3,118
Total equity investments																														3,118						—						—						3,118
Total investments																														$	424,030					$	287,932					$	126,554					$	9,544

• The fair value of this equity investment is measured at NAV which approximates fair value and is not classified within the fair value hierarchy.

The Company uses the fair value hierarchy for financial assets and liabilities. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value due to their short-term nature.

Interest income from investments was not material for the years ended September 30, 2023, 2022, and 2021. Interest income is included in other income (expense), net on the Company's consolidated income statements. Unrealized losses on investments held for a period greater than 12 months at September 30, 2023 and 2022 were not material.

The Company invests in debt securities that are rated investment grade. The Company reviews the individual debt securities in its portfolio to determine whether a credit loss exists by comparing the extent to which the fair value is less than the amortized cost and considering any changes to ratings of a debt security by a ratings agency. The Company determined that as of September 30, 2023, there were no credit losses on any investments within its portfolio.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

The Company’s non-financial long-lived assets, which include goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. These non-financial assets are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. The Company reviews goodwill for impairment annually, during the second quarter of each fiscal year, or as circumstances indicate the possibility of impairment. The Company monitors the carrying value of tangible and intangible long-lived assets for impairment whenever events or changes in circumstances indicate its carrying amount may not be recoverable.

During the year ended September 30, 2023, the Company recorded an impairment of $3.5 million against the operating lease right-of-use asset related to its third quarter of fiscal 2023 restructuring plan, see Note 13, Restructuring Charges. The charge was reflected in the Restructuring Charges line item on the Company's consolidated income statement.

During the year ended September 30, 2022, as a result of a planned change in the use of the asset, the Company recorded an impairment of $6.2 million against the Shape trade name intangible asset, which was reflected in the Sales and Marketing line item on the Company's consolidated income statement.

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During the year ended September 30, 2021, the Company recorded an impairment of $23.5 million against the operating lease right-of-use asset related to the permanent exit of six floors in its corporate headquarters and $10.3 million for tenant improvements and other fixed assets associated with the exited floors. The Company also recorded an impairment of $6.7 million against the operating lease right-of-use asset related to the integration of the former Shape headquarters in Santa Clara, California and $0.2 million for other fixed assets associated with the impaired Shape headquarters. The Company calculated the fair value of the right-of-use assets, tenant improvements and other fixed assets based on estimated future discounted cash flows and classified the fair value as a Level 3 measurement due to the significance of unobservable inputs, which included the amount and timing of estimated sublease rental receipts that the Company could reasonably obtain over the remaining lease term and the discount rate. The impairment charges for the year ended September 30, 2021 were allocated to various expense line items on the Company’s consolidated income statements based on the teams that previously worked out of the exited space.

Impairment charges were allocated to the following income statement line items for the years ended September 30, 2023, 2022, and 2021 (in thousands):

						Years Ended September 30,
						2023						2022						2021
Cost of net product revenue						$	—					$	—					$	2,865
Cost of net service revenue						—						—						3,492
Sales and marketing						—						6,175						11,515
Research and development						—						—						12,974
General and administrative						—						—						9,852
Restructuring charges						3,455						—						—
Total impairment charges						$	3,455					$	6,175					$	40,698

The Company did not recognize any other impairment charges related to non-financial long-lived assets for the years ended September 30, 2023, 2022, and 2021.

5. Balance Sheet Details

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s consolidated statements of cash flows for the periods presented (in thousands):

						September 30,
						2023						2022
Cash and cash equivalents						$	797,163					$	758,012
Restricted cash included in other assets, net						3,672						4,195
Total cash, cash equivalents and restricted cash						$	800,835					$	762,207

Inventories

Inventories consist of the following (in thousands):

						September 30,
						2023						2022
Finished goods						$	11,699					$	10,164
Raw materials						24,175						58,201
						$	35,874					$	68,365

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Other Current Assets

Other current assets consist of the following (in thousands):

						September 30,
						2023						2022
Unbilled receivables						$	374,113					$	319,707
Prepaid expenses						84,506						57,340
Capitalized contract acquisition costs						31,206						34,658
Other1						64,919						77,609
						$	554,744					$	489,314

(1) As of September 30, 2023 and 2022, includes a deposit of $36.2 million and $57.0 million, respectively, used to support the working capital needs of the Company’s primary contract manufacturer's procurement of components used in the manufacturing of system hardware.

Property and Equipment

Property and equipment consist of the following (in thousands):

						September 30,
						2023						2022
Computer equipment						$	189,555					$	168,204
Software						78,184						86,036
Office furniture and equipment						44,525						41,619
Leasehold improvements						185,225						173,689
						497,489						469,548
Accumulated depreciation and amortization						(327,067)						(301,366)
						$	170,422					$	168,182

Depreciation and amortization expense totaled approximately $53.3 million, $56.0 million, and $61.3 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively.

There were no property and equipment impairment charges for the years ended September 30, 2023 and 2022, respectively. During the year ended September 30, 2021, the Company recorded an impairment of $10.3 million for leasehold improvements and other fixed assets associated with the permanent exit of six floors in its corporate headquarters. The Company also recorded an impairment of $0.2 million for fixed assets associated with the integration of the former Shape headquarters in Santa Clara, California. The impairment charges for the year ended September 30, 2021 were allocated to various expense line items on the Company’s consolidated income statements based on the teams that previously worked out of the exited space.

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Goodwill

Changes in the carrying amount of goodwill during fiscal years 2023 and 2022 are summarized as follows (in thousands):

Balance, September 30, 2021						$	2,216,553
Acquisition of Threat Stack, Inc.						43,956
Other						(1,227)
Balance, September 30, 2022						2,259,282
Other business acquisitions						29,396
Balance, September 30, 2023						$	2,288,678

Other Assets

Other assets consist of the following (in thousands):

						September 30,
						2023						2022
Intangible assets						$	150,969					$	200,288
Unbilled receivables						202,838						224,780
Capitalized contract acquisition costs						35,263						42,561
Other						55,543						48,493
						$	444,613					$	516,122

Intangible assets are included in other assets on the consolidated balance sheets and consist of the following (in thousands):

						September 30, 2023																		September 30, 2022
						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Developed technology						$	319,368					$	(190,135)					$	129,233					$	319,436					$	(151,332)					$	168,104
Customer relationships						45,642						(33,298)						12,344						46,142						(25,630)						20,512
Patents and trademarks						13,699						(9,658)						4,041						23,504						(19,255)						4,249
Trade names						15,473						(10,122)						5,351						24,973						(17,550)						7,423
Non-compete covenants						1,960						(1,960)						—						2,260						(2,260)						—
						$	396,142					$	(245,173)					$	150,969					$	416,315					$	(216,027)					$	200,288

There were no intangible asset impairment charges for the year ended September 30, 2023. During the year ended September 30, 2022, as a result of a planned change in the use of the asset, the Company recorded an impairment of $6.2 million against the Shape trade name intangible asset, which was reflected in the Sales and Marketing line item on the Company's consolidated income statement.

Amortization expense related to intangible assets was $29.1 million, $36.4 million, and $48.7 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively.

For intangible assets held as of September 30, 2023, amortization expense for the five succeeding fiscal years is as follows (in thousands):

2024						$	50,914
2025						39,477
2026						34,723
2027						16,541
2028						4,106
						$	145,761

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Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

						September 30,
						2023						2022
Payroll and benefits						$	152,898					$	165,437
Operating lease liabilities, current						41,421						42,523
Income and other tax accruals						34,504						41,217
Other						54,067						60,642
						$	282,890					$	309,819

Other Long-term Liabilities

Other long-term liabilities consist of the following (in thousands):

						September 30,
						2023						2022
Income taxes payable						$	73,751					$	59,553
Other						8,822						8,157
						$	82,573					$	67,710

6. Debt Facilities

Term Credit Agreement

In connection with the acquisition of Shape, on January 24, 2020, the Company entered into a Term Credit Agreement ("Term Credit Agreement") with certain institutional lenders that provides for a senior unsecured term loan facility in an aggregate principal amount of $400.0 million (the "Term Loan Facility"). The Term Loan Facility had an original maturity date of January 24, 2023 with quarterly installments equal to 1.25% of the original principal amount. Borrowings under the Term Loan Facility bore interest at a rate equal to LIBOR, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio. The proceeds from the Term Loan Facility were primarily used to finance the acquisition of Shape and related expenses. In connection with the Term Loan Facility, the Company incurred $2.2 million in debt issuance costs, which were recorded as a reduction to the carrying value of the principal amount of the debt.

On December 15, 2022, the Company voluntarily prepaid, in full, all borrowings under the Term Loan Facility, including the outstanding principal balance of $350.0 million, and all accrued, but unpaid interest outstanding of $3.0 million. All remaining debt issuance costs were amortized to interest expense associated with the prepayment. As a result of the payoff of its Term Loan Facility, the Company was released of any and all obligations, maintenance of covenants, and indebtedness under the Term Credit Agreement. The weighted average interest rate on the principal amount under the Term Loan Facility outstanding balance was 4.072% for the period of October 1, 2022 to December 15, 2022.

As of September 30, 2022, $350.0 million of principal amount under the Term Loan Facility was outstanding, excluding unamortized debt issuance costs of $0.2 million. The outstanding principal amount was included in current liabilities on the Company's consolidated balance sheet as of September 30, 2022. The weighted average interest rate on the principal amount under the Term Loan Facility outstanding balance was 2.190% and 1.361% for the fiscal years ended September 30, 2022 and 2021, respectively.

Revolving Credit Agreement

On January 31, 2020, the Company entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit Facility"). The Company has the option to increase commitments under the Revolving Credit Facility from time to time, subject to certain conditions, by up to $150.0 million. Historically, borrowings under the Revolving Credit Facility bore interest at a rate equal to, at the Company's option, (a) LIBOR, adjusted for customary statutory reserves, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. On May 26, 2023, the Company amended the Revolving Credit Agreement as a result of the cessation of the LIBOR borrowing reference rate. The amendment modified and directly replaced the LIBOR borrowing reference rate within the Revolving Credit Agreement to the Secured Overnight Financing Rate ("SOFR"). After the amendment, borrowings under the Revolving Credit

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Facility bear interest at a rate equal to, at the Company's option, (a) SOFR plus 0.10%, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. The Revolving Credit Agreement also requires payment of a commitment fee calculated at a rate per annum of 0.125% to 0.300% depending on the Company's leverage ratio on the undrawn portion of the Revolving Credit Facility. Commitment fees incurred during fiscal years 2023, 2022 and 2021 were not material.

The Revolving Credit Facility matures on January 31, 2025, at which time any remaining outstanding principal of borrowings under the Revolving Credit Facility is due. The Company has the option to request up to two extensions of the maturity date in each case for an additional period of one year. Among certain affirmative and negative covenants provided in the Revolving Credit Agreement, there is a financial covenant that requires the Company to maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of consolidated total indebtedness to consolidated EBITDA. As of September 30, 2023, the Company was in compliance with all covenants. As of September 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility, and the Company had available borrowing capacity of $350.0 million.

7. Leases

The majority of the Company's operating lease payments relate to its corporate headquarters in Seattle, Washington, which includes approximately 515,000 square feet of office space. The lease commenced in April 2019 and expires in 2033 with an option for renewal. The Company also leases additional office and lab space for product development and sales and support personnel in the United States and internationally. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of the Company's operating lease expenses for the years ended September 30, 2023, 2022, and 2021 were as follows (in thousands):

						Fiscal year ended September 30,
						2023						2022						2021
Operating lease expense						$	47,036					$	47,302					$	47,993
Short-term lease expense						2,986						2,465						2,953
Variable lease expense						23,139						23,209						25,200
Total lease expense						$	73,161					$	72,976					$	76,146

Variable lease expense primarily consists of common area maintenance, real estate taxes and parking expenses.

Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate):

						September 30,
						2023						2022
Operating lease right-of-use assets, net						$	195,471					$	227,475
Operating lease liabilities, current1						41,421						42,523
Operating lease liabilities, long-term						239,565						272,376
Total operating lease liabilities						$	280,986					$	314,899
Weighted average remaining lease term (in years)						8.6						9.2
Weighted average discount rate						2.77		%				2.66		%

(1)Current portion of operating lease liabilities is included in accrued liabilities on the Company's consolidated balance sheets.

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As of September 30, 2023, the future operating leases payments for each of the next five years and thereafter is as follows (in thousands):

Fiscal Years Ending September 30:						Operating Lease Payments
2024						$	48,709
2025						41,095
2026						31,559
2027						30,394
2028						28,340
Thereafter						138,797
Total lease payments						318,894
Less: imputed interest						(37,908)
Total lease liabilities						$	280,986

Operating lease liabilities above do not include sublease income. As of September 30, 2023, the Company expects to receive sublease income of approximately $14.7 million, which consists of $7.3 million to be received in fiscal year 2024 and $7.4 million to be received over the two fiscal years thereafter.

During the year ended September 30, 2023, the Company recorded an impairment of $3.5 million against the operating lease right-of-use asset related to its third quarter of fiscal 2023 restructuring plan, see Note 13, Restructuring Charges. There were no impairments against right-of-use assets for the year ended September 30, 2022. During the year ended September 30, 2021, the Company recorded an impairment of $23.5 million against the operating lease right-of-use asset related to the exit of six floors in its corporate headquarters. The Company also recorded an impairment of $6.7 million against the right-of-use asset related to the integration of the former Shape headquarters in Santa Clara, California.

As of September 30, 2023, the Company had no significant operating leases that were executed but not yet commenced.

8. Income Taxes

The United States and international components of income before income taxes are as follows (in thousands):

						Years Ended September 30,
						2023						2022						2021
United States						$	268,314					$	217,323					$	189,398
International						217,674						168,070						197,539
						$	485,988					$	385,393					$	386,937

The provision for income taxes consists of the following (in thousands):

						Years Ended September 30,
						2023						2022						2021
Current
U.S. federal						$	115,170					$	35,259					$	53,107
State						18,359						14,592						16,686
Foreign						66,053						54,079						62,832
Total						199,582						103,930						132,625
Deferred
U.S. federal						(89,280)						(28,721)						(61,739)
State						(18,576)						(11,332)						(15,294)
Foreign						(686)						(644)						104
Total						(108,542)						(40,697)						(76,929)
						$	91,040					$	63,233					$	55,696

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The effective tax rate differs from the U.S. federal statutory rate as follows (in thousands):

						Years Ended September 30,
						2023						2022						2021
Income tax provision at statutory rate						$	102,058					$	80,933					$	81,257
State taxes, net of federal benefit						6,806						6,012						5,118
Tax impact of foreign operations						(20,230)						(21,435)						(26,881)
Research and development and other credits						(19,198)						(18,917)						(18,055)
Stock-based and other compensation						20,145						15,070						12,740
Other						1,459						1,570						1,517
						$	91,040					$	63,233					$	55,696

The Company does not maintain an indefinite reinvestment assertion on unremitted foreign earnings and has recorded a deferred tax liability for any estimated foreign, federal, or state tax liabilities associated with a future repatriation of foreign earnings.

The Company benefits from tax incentive arrangements in certain foreign jurisdictions, one of which expired in fiscal year 2021 and the rest of which expire in fiscal years 2026 to 2034. The tax incentive agreements are conditional upon meeting certain operational, employment, and investment requirements. These arrangements decreased foreign taxes by $6.0 million, $8.5 million and $6.0 million, and increased diluted earnings per common share by $0.10, $0.14 and $0.10 for the years ended September 30, 2023, 2022 and 2021, respectively.

The tax effects of the temporary differences that give rise to the deferred tax assets and liabilities are as follows (in thousands):

						Years Ended September 30,
						2023						2022
Deferred tax assets
Net operating loss carry-forwards						$	40,201					$	42,849
Capitalized research and development costs						267,744						158,206
Accrued compensation and benefits						11,995						14,068
Stock-based compensation						8,875						10,389
Deferred revenue						42,544						32,244
Lease liabilities						62,405						67,520
Other accruals and reserves						22,723						18,797
Tax credit carryforwards						23,883						28,858
Depreciation						531						505
						480,901						373,436
Valuation allowance						(43,942)						(46,136)
						436,959						327,300
Deferred tax liabilities
Purchased intangibles						(55,519)						(57,350)
Depreciation						(28,113)						(22,278)
Deferred costs						(11,031)						(12,987)
Lease assets						(41,709)						(45,948)
Other accruals and reserves						(9,916)						(8,153)
						(146,288)						(146,716)
Net deferred tax assets						$	290,671					$	180,584

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At September 30, 2023, the Company had foreign net operating loss carryforwards of approximately $56.9 million that can be carried forward indefinitely, and $0.3 million that will expire in fiscal years 2038 to 2039. The Company had $79.8 million of federal net operating loss carryforwards, of which $56.4 million can be carried forward indefinitely and $23.4 million that will expire in fiscal years 2033 to 2038. The annual utilization of the federal net operating loss carryforwards is limited under Internal Revenue Code Section 382. The Company also had $238.8 million of state net operating loss carryforwards, of which $47.0 million can be carried forward indefinitely and $191.8 million will expire in fiscal years 2029 to 2043. In addition, there are $0.2 million of foreign credit carryforwards that can be carried forward indefinitely, $3.2 million of foreign credit carryforwards that will expire in fiscal years 2024 to 2039, $3.2 million of federal credit carryforwards that will expire in fiscal years 2033 to 2041, $30.2 million of state tax credit carryforwards that can be carried forward indefinitely, and $3.7 million of state tax credit carryforwards that will expire in fiscal years 2032 to 2038. Management believes that it is more likely than not that the benefit from certain foreign net operating loss and credit carryforwards and state tax net operating loss and credit carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets relating to these carryforwards. The net change in the total valuation allowance was a decrease of $2.2 million and an increase of $5.7 million for years ended September 30, 2023 and 2022, respectively.

The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest impact that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits in fiscal years 2023, 2022 and 2021 (in thousands):

						2023						2022						2021
Balance, beginning of period						$	66,840					$	70,814					$	51,767
Gross increases related to prior period tax positions						4,270						4,816						14,867
Gross decreases related to prior period tax positions						(70)						(10,538)						—
Gross increases related to current period tax positions						9,224						10,203						12,595
Decreases relating to settlements with tax authorities						(300)						—						(321)
Reductions due to lapses of statute of limitations						(797)						(8,455)						(8,094)
Balance, end of period						$	79,167					$	66,840					$	70,814

The total amount of gross unrecognized tax benefits was $79.2 million, $66.8 million, and $70.8 million as of September 30, 2023, 2022, and 2021, respectively, of which, $51.2 million, $43.2 million, and $39.2 million, if recognized, would affect the effective tax rate. There is a reasonable possibility that the Company’s unrecognized tax benefits will change within twelve months due to audit settlements or the expiration of statute of limitations, but the Company does not expect the change to be material to the consolidated financial statements.

The Company recognizes interest and, if applicable, penalties (not included in the “unrecognized tax benefits” table above) for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expense. In the years ended September 30, 2023, 2022 and 2021, the Company recorded approximately a $3.3 million increase, $1.5 million decrease and $1.4 million increase, respectively, of interest and penalty expense related to uncertain tax positions. As of September 30, 2023 and 2022, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $6.2 million and $2.9 million, respectively.

The Company and its subsidiaries are subject to U.S. federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for fiscal years through September 30, 2018. Major jurisdictions where there are wholly owned subsidiaries of F5, Inc. which require income tax filings include the United Kingdom, Singapore, Israel, and India. The earliest periods open for review by local taxing authorities are fiscal years 2022 for the United Kingdom, 2018 for Singapore, 2013 for Israel, and 2018 for India. The Company is currently under audit by the Internal Revenue Service for fiscal year 2019, by various states for fiscal years 2015 through 2022, and by various foreign jurisdictions including India for fiscal years 2018 to 2022, Israel for fiscal years 2013 to 2017, Saudi Arabia for fiscal years 2015 to 2020, and Singapore for fiscal years 2019 to 2020.

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9. Shareholders' Equity

Common Stock Repurchase

On July 25, 2022, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization is incremental to the existing $5.4 billion program, initially approved in October 2010 and expanded in subsequent fiscal years. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time.

On February 3, 2021, the Company entered into Accelerated Share Repurchase ("ASR") agreements with two financial institutions under which the Company paid an aggregate of $500 million. The ASR agreements were accounted for as two separate transactions (1) a repurchase of common stock and (2) an equity-linked contract on the Company's own stock. Upon execution of the ASR agreements, the Company received an initial delivery of 2.1 million shares for an aggregate price of $400 million, based on the market price of $194.91 per share of the Company's common stock on the date of the transaction. The initial shares received by the Company were retired immediately upon receipt. The equity-linked contract for the remaining $100 million, representing remaining shares to be delivered by the financial institutions under the ASR agreements, was recorded to common stock as of March 31, 2021 and was settled in the third quarter of fiscal 2021 with the Company receiving 449,049 additional shares, which were retired immediately upon receipt. The total ASR resulted in a repurchase of 2.5 million shares of the Company's common stock at a volume weighted average repurchase price, less an agreed upon discount, of $199.90 per share. The shares received by the Company were retired, accounted for as a reduction to stockholder’s equity in the consolidated balance sheets, and treated as a repurchase of common stock for purposes of calculating earnings per share. The Company was not required to make any additional cash payments or delivery of common stock to the financial institutions upon settlement of the agreements.

The following table summarizes the Company's repurchases and retirements of its common stock under its Stock Repurchase Program, including the ASR (in thousands, except per share data):

						Years Ended September 30,
						2023						2022						2021
Shares repurchased						2,454						2,611						2,501
Average price per share						$	142.62					$	191.47					$	199.90
Amount repurchased						$	350,049					$	500,023					$	500,000

As of September 30, 2023, the Company had $922 million remaining authorized to purchase shares under its share repurchase program.

10. Stock-based Compensation

The Company recognized $236.7 million, $249.2 million and $243.3 million of stock-based compensation expense for the fiscal years ended September 30, 2023, 2022 and 2021, respectively. The income tax benefit recognized on stock-based compensation within income tax expense was $44.7 million, $47.3 million and $44.1 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively. As of September 30, 2023, there was $162.7 million of total unrecognized stock-based compensation cost, the substantial majority of which will be recognized over approximately two years. Going forward, stock-based compensation expenses may increase as the Company issues additional equity-based awards to continue to attract and retain key employees. On October 31, 2023, the Company’s Board of Directors and Talent and Compensation Committee approved 1,256,510 RSUs to employees and executive officers pursuant to the Company’s annual equity awards program.

Company has adopted a number of stock-based compensation plans as discussed below.

2011 Employee Stock Purchase Plan. In April 2012, the Board of Directors amended and restated the Company’s 1999 Employee Stock Purchase Plan, or the Employee Stock Purchase Plan. A total of 12,000,000 shares of common stock have been reserved for issuance under the Employee Stock Purchase Plan. The Employee Stock Purchase Plan permits eligible employees to acquire shares of the Company’s common stock through periodic payroll deductions of up to 15% of base compensation. No employee may purchase more than 10,000 shares during an offering period. In addition, no employee may purchase more than $25,000 worth of stock, determined by the fair market value of the shares at the time such option is granted, in one calendar year. The Employee Stock Purchase Plan has been implemented in a series of offering periods, each 6 months in duration. The price at which the common stock may be purchased is 85% of the lesser of the fair market value of the Company’s common stock on the first day of the applicable offering period or on the last day of the respective purchase period. As of September 30, 2023 there were 2,444,575 shares available for awards under the Employee Stock Purchase Plan.

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In determining the fair value of the right to purchase under the Employee Stock Purchase Plan, the Company uses the Black-Scholes option pricing model that employs the following key assumptions:

						Employee Stock Purchase Plan Years Ended September 30,
						2023						2022						2021
Risk-free interest rate						3.18% - 4.90%						0.05% - 0.62%						0.07% - 0.13%
Expected dividend						—						—						—
Expected term						0.5 years						0.5 years						0.5 years
Expected volatility						33.02% - 38.15%						26.34% - 31.57%						29.67% - 37.22%

Acquisition Related Incentive Plans. In May 2019, the Company adopted the Nginx Acquisition Equity Incentive Plan, or the Nginx Acquisition Plan. The Nginx Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and consultants of Nginx, Inc. to whom the Company offered employment in connection with the Company’s acquisition of Nginx. A total of 183,061 shares of common stock were reserved for issuance under the Nginx Acquisition Plan. Upon certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Nginx Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Nginx Acquisition Plan. As of September 30, 2023, there were no options outstanding and 19 stock units outstanding. The Company terminated the Nginx Acquisition Plan effective October 31, 2019 and no additional shares may be issued from the Nginx Acquisition Plan.

In connection with the Company’s acquisition of Nginx, Inc. in the third quarter of fiscal year 2019, the Company assumed the Nginx Inc. 2011 Share Plan, or the Nginx Plan. Unvested options to acquire Nginx's common stock and unvested stock units with respect to Nginx’s common stock were converted into options to acquire the Company’s common stock and stock units with respect to the Company’s stock in connection with the acquisition. A total of 302,634 shares of common stock were reserved for issuance under the Nginx Plan (including converted options and stock units). The Nginx Plan provided for grants of stock options, stock awards and stock units to persons who were employees, officers, directors and consultants to Nginx, Inc. prior to May 8, 2019. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Nginx Plan. As of September 30, 2023, there were options to purchase 6,010 shares outstanding and no stock units outstanding. The Company terminated the Nginx Plan effective October 31, 2019 and no additional shares may be issued from the Nginx Plan.

In January 2020, the Company adopted the Shape Acquisition Equity Incentive Plan, or the Shape Acquisition Plan. The Shape Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and consultants of Shape Security, Inc. to whom the Company offered employment in connection with the Company’s acquisition of Shape. A total of 450,000 shares of common stock were reserved for issuance under the Shape Acquisition Plan. Upon certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Shape Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Shape Acquisition Plan. As of September 30, 2023, there were no options outstanding and 20,754 stock units outstanding. The Company terminated the Shape Acquisition Plan effective December 28, 2020 and no additional shares may be issued from the Shape Acquisition Plan.

In connection with the Company’s acquisition of Shape Security, Inc. in the second quarter of fiscal year 2020, the Company assumed the Shape 2011 Stock Plan, or the Shape Plan. Unvested options to acquire Shape’s common stock and unvested stock units with respect to Shape’s common stock were converted into options to acquire the Company’s common stock and stock units with respect to the Company’s stock in connection with the acquisition. A total of 501,085 shares of common stock were reserved for issuance under the Shape Plan (including converted options and stock units). The Shape Plan provided for grants of stock options, stock awards and stock units to persons who were employees, officers, directors and consultants to Shape Security, Inc. prior to January 24, 2020. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Shape Plan. As of September 30, 2023, there were options to purchase 51,144 shares outstanding and no stock units outstanding. The Company terminated the Shape Plan effective December 28, 2020 and no additional shares may be issued from the Shape Plan.

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In January 2021, the Company adopted the Volterra Acquisition Equity Incentive Plan, or the Volterra Acquisition Plan. The Volterra Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and consultants of Volterra, Inc. to whom the Company offered employment in connection with the Company’s acquisition of Volterra. A total of 140,000 shares of common stock were reserved for issuance under the Volterra Acquisition Plan. Upon certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Volterra Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Volterra Acquisition Plan. As of September 30, 2023, there were no options outstanding and 39,472 stock units outstanding. The Company terminated the Volterra Acquisition Plan effective October 29, 2021 and no additional shares may be issued from the Volterra Acquisition Plan.

In connection with the Company’s acquisition of Volterra, Inc. in the second quarter of fiscal year 2021, the Company assumed the Volterra 2017 Stock Plan, or the Volterra Plan. Unvested options to acquire Volterra’s common stock and unvested stock units with respect to Volterra’s common stock were converted into options to acquire the Company’s common stock and stock units with respect to the Company’s stock in connection with the acquisition. A total of 261,696 shares of common stock were reserved for issuance under the Volterra Plan (including converted options and stock units). The Volterra Plan provided for grants of stock options, stock awards and stock units to persons who were employees, officers, directors and consultants to Volterra, Inc. prior to January 22, 2021. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Volterra Plan. As of September 30, 2023, there were options to purchase 46,778 shares outstanding and 7,171 stock units outstanding. The Company terminated the Volterra Plan effective October 29, 2021 and no additional shares may be issued from the Volterra Plan.

In November 2021, the Company adopted the Threat Stack Acquisition Equity Incentive Plan, or the Threat Stack Acquisition Plan. The Threat Stack Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and consultants of Threat Stack to whom the Company offered employment in connection with the Company’s acquisition of Threat Stack. A total of 35,000 shares of common stock were reserved for issuance under the Threat Stack Acquisition Plan. Upon certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Threat Stack Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2023, the Company issued no stock options or restricted stock units under the Threat Stack Acquisition Plan. As of September 30, 2023, there were no options outstanding and 6,915 stock units outstanding. The Company terminated the Threat Stack Acquisition Equity Incentive Plan effective January 10, 2022 and no additional shares may be issued from the Threat Stack Acquisition Plan.

In February 2023, the Company adopted the Lilac Acquisition Equity Incentive Plan, or the Lilac Acquisition Plan. The Lilac Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and consultants of Lilac Cloud, Inc. to whom the Company offered employment in connection with the Company’s acquisition of Lilac. A total of 55,000 shares of common stock were reserved for issuance under the Lilac Acquisition Plan. Upon certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Lilac Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2023, the Company issued no stock options and 47,904 restricted stock units under the Lilac Acquisition Plan. As of September 30, 2023, there were no options outstanding and 47,904 stock units outstanding. The Company terminated the Lilac Acquisition Plan effective October 31, 2023 and no additional shares may be issued from the Lilac Acquisition Plan.

In connection with the Company’s acquisition of Lilac Cloud, Inc. in the second quarter of fiscal year 2023, the Company assumed the Lilac Cloud 2018 Equity Incentive Plan, or the Lilac Plan. Unvested options to acquire Lilac’s common stock and unvested stock units with respect to Lilac’s common stock were converted into options to acquire the Company’s common stock and stock units with respect to the Company’s stock in connection with the acquisition. A total of 4,485 shares of common stock were reserved for issuance under the Lilac Plan (including converted options and stock units). The Lilac Plan provided for grants of stock options, stock awards and stock units to persons who were employees, officers, directors and consultants to Lilac Cloud, Inc. prior to February 1, 2023. During the fiscal year 2023, the Company issued 2,051 stock options and no restricted stock units under the Lilac Plan. As of September 30, 2023, there were options to purchase 1,936 shares outstanding and no stock units outstanding. The Company terminated the Lilac Plan effective October 31, 2023 and no additional shares may be issued from the Lilac Plan.

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F5, Inc. Incentive Plan. In March 2022, the Company adopted the F5, Inc. Incentive Plan, or the Plan, which amended and restated the 2014 Incentive Plan. The Plan provides for discretionary grants of stock options, stock units and other equity and cash-based awards for employees, including officers, directors and consultants. A total of 27,880,000 shares of common stock have been reserved for issuance under the Plan. Upon certain changes in control of the Company, all outstanding and unvested options or stock awards under the Plan will vest at the rate of 50%, unless assumed or substituted by the acquiring entity. During the fiscal year 2023, the Company issued no stock options, 131,491 performance stock units and 1,448,427 restricted stock units under the Plan. As of September 30, 2023, there were no options outstanding, 199,918 performance stock units outstanding, 1,225,386 restricted stock units outstanding and 5,287,273 shares available for new awards under the Plan.

A summary of restricted stock unit activity under the Plan is as follows:

						Performance Stock Units												Restricted Stock Units
						Outstanding Performance Stock Units						Weighted Average Grant Date Fair Value						Outstanding Restricted Stock Units						Weighted Average Grant Date Fair Value
Balance, September 30, 2022						208,116						$	169.99					1,137,619						$	184.59
Units granted						131,491						145.02						1,448,427						145.10
Units vested						(92,677)						144.69						(1,113,259)						147.10
Units cancelled						(47,012)						171.07						(247,401)						162.80
Balance, September 30, 2023						199,918						$	159.37					1,225,386						$	156.89

A majority of the restricted stock units the Company grants to its employees vest quarterly over a two-year period. The performance stock units, restricted stock units and stock options under all plans were granted during fiscal years 2023, 2022 and 2021 with a per-share weighted average fair value of $144.78, $206.13 and $145.89, respectively. The fair value of performance stock units and restricted stock units vested during fiscal years 2023, 2022 and 2021 was $195.9 million, $262.4 million and $261.9 million, respectively. In determining the fair value of the portion of the performance awards based on Total Shareholder Return, the Company uses a Monte Carlo simulation model that employs the following key assumptions:

																								Expected Volatility
						Fair Value						Expected Term						Risk-Free												Index						Expected
Grant Date						per Share						(in years)						Interest Rate						F5						Members						Dividend
November 1, 2022
Tranche 1						$	157.36					0.91						4.66		%				37.17		%				35.56		%				—
Tranche 2						$	173.68					1.91						4.51		%				31.84		%				31.74		%				—
Tranche 3						$	194.41					2.91						4.44		%				35.50		%				40.59		%				—

As of September 30, 2023, the following annual equity grants for executive officers or a portion thereof are outstanding:

Grant Date			RSUs Granted			Vesting Schedule			Vesting Period			Date Fully Vested
November 1, 2022			240,808			Quarterly, Annually1,2			3 years			November 1, 2025
November 1, 2021			160,384			Quarterly, Annually1,2			3 years			November 1, 2024
November 2, 2020			257,568			Quarterly, Annually1			3 years			November 1, 2023
November 1, 2019			228,616			Quarterly, Annually1			3 years			November 1, 2022

(1)50% of the annual equity grant vests in equal quarterly increments and 50% is subject to the Company achieving specified annual performance goals.

(2)For the Company's Chief Executive Officer, 40% of the annual equity grant vests in equal quarterly increments and 60% is subject to the Company achieving specified annual performance goals.

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A summary of stock option activity under all of the Company’s plans is as follows:

						Options Outstanding
						Number of Shares						Weighted Average Exercise Price per Share
Balance, September 30, 2022						164,796						$	33.34
Options granted						2,051						4.55
Options exercised						(56,516)						26.38
Options cancelled						(4,463)						61.35
Balance, September 30, 2023						105,868						$	35.31

All stock options granted in fiscal years 2023 and 2021 were replacement awards of those assumed as part of business acquisitions. There were no stock options granted in fiscal year 2022.

The total intrinsic value of options exercised during fiscal 2023, 2022 and 2021 was $6.9 million, $25.6 million and $25.6 million, respectively.

A summary of options outstanding that are exercisable and that have vested and are expected to vest as of September 30, 2023 is as follows:

						Number of Shares						Weighted Average Remaining Contractual Life (in Years)						Weighted Average Exercise Price per Share						Aggregate Intrinsic Value(1)
																								(In thousands)
Stock options outstanding						105,868						5.62						$	35.31					$	13,321
Exercisable						99,067						5.54						$	35.47					$	12,449
Vested and expected to vest						105,561						5.61						$	35.36					$	13,277

(1)Aggregate intrinsic value represents the difference between the fair value of the Company’s common stock underlying these options at September 30, 2023 and the related exercise prices.

As of September 30, 2023, equity based awards (including stock options and restricted stock units) are available for future issuance as follows:

						Awards Available for Grant
Balance, September 30, 2022						2,072,778
Granted						(1,629,873)
Cancelled						349,715
Additional shares reserved (terminated), net						4,504,183
Balance, September 30, 2023						5,296,803

11. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. The Company’s nonvested restricted stock units do not have nonforfeitable rights to dividends or dividend equivalents and are not considered participating securities that should be included in the computation of earnings per share under the two-class method.

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The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):

						Years Ended September 30,
						2023						2022						2021
Numerator
Net income						$	394,948					$	322,160					$	331,241
Denominator
Weighted average shares outstanding — basic						59,909						60,274						60,707
Dilutive effect of common shares from stock options and restricted stock units						361						823						1,350
Weighted average shares outstanding — diluted						60,270						61,097						62,057
Basic net income per share						$	6.59					$	5.34					$	5.46
Diluted net income per share						$	6.55					$	5.27					$	5.34

Anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were not material for the years ended September 30, 2023, 2022 and 2021.

12. Commitments and Contingencies

Purchase Obligations

In October 2022, the Company entered into an unconditional purchase commitment with one of its suppliers for the delivery of systems components. Under the terms of the agreement, the Company is obligated to purchase $10 million of component inventory annually, with a total committed amount of $40 million over a four-year term. As of September 30, 2023, the Company had no remaining purchase commitments under the first year of the agreement. The Company's total non-cancelable long-term purchase commitments outstanding as of September 30, 2023 was $30.0 million.

Litigation

Lynwood Investment CY Limited v. F5 Networks et al.

On June 8, 2020, Lynwood Investment CY Limited (“Lynwood”) filed a lawsuit in the United States District Court for the Northern District of California against the Company and certain affiliates, along with other defendants. In its complaint, Lynwood claims to be the assignee of all rights and interests of Rambler Internet Holding LLC (“Rambler”), and alleges that the intellectual property in the NGINX software originally released by the co-founder of NGINX in 2004 belongs to Rambler (and therefore Lynwood, by assignment) because the software was created and developed while the co-founder was employed by Rambler. Lynwood asserted 26 causes of action against the various defendants, including copyright infringement, violation of trademark law, tortious interference, conspiracy, and fraud. The complaint sought damages, disgorgement of profits, declarations of copyright and trademark ownership, trademark cancellations, and injunctive relief. Lynwood also initiated several trademark opposition and cancellation proceedings before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, which have all since been suspended.

In August and October 2020, the Company and the other defendants filed motions to dismiss Lynwood’s case. On March 25 and 30, 2021, the Court granted the Company’s and the other defendants’ motions to dismiss with leave to amend. Lynwood filed its amended complaint on April 29, 2021, seeking the same relief against the Company and other defendants. On May 27, 2021, the Company and other defendants filed a consolidated motion to dismiss.

The Court granted the consolidated motion to dismiss without leave to amend on August 16, 2022 and entered final judgment against Lynwood on September 9, 2022. On September 14, 2022, Lynwood filed a notice of appeal to the Ninth Circuit Court of Appeals to appeal the dismissal. Lynwood filed its opening brief on December 16, 2022. The Company filed its opening appellate brief on April 10, 2023, and Lynwood filed its reply on May 31, 2023.

Following the Court’s order granting the consolidated motion to dismiss and final judgment in the Company’s favor, the Court subsequently granted the Company attorneys' fees of over $0.8 million, which Lynwood appealed to the Ninth Circuit Court of Appeals. The Appeal is ongoing. Both the dismissal appeal and the fees appeal are set to be heard by the Ninth Circuit Court of Appeals on December 7, 2023.

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In addition to the above matters, the Company is subject to a variety of legal proceedings, claims, investigations, and litigation arising in the ordinary course of business, including intellectual property litigation. Management believes that the Company has meritorious defenses to the allegations made in its pending cases and intends to vigorously defend these lawsuits; however, the Company is unable to currently determine if an unfavorable outcome is probable or estimate any potential amount or range of possible loss of these or similar matters. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges that could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both (a) probable and (b) the amount or range of any possible loss is reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal proceedings or the investigations discussed above.

13. Restructuring Charges

In the third quarter of fiscal 2023, the Company initiated a restructuring plan to better align strategic and financial objectives, optimize operations, and drive efficiencies for long-term growth and profitability, including a reduction in force affecting approximately 620 employees, or approximately 9% of the Company’s global workforce as of April 19, 2023. This included $53.2 million in severance benefits costs and related employer payroll taxes, and $3.5 million in charges related to the reduction of its leased facility space. The Company incurred $56.7 million in restructuring costs in the third quarter of fiscal 2023. For the year ended September 30, 2023, cash paid for severance benefits costs and related employer payroll taxes was $49.7 million. Remaining accrued expenses for the third quarter of fiscal 2023 restructuring plan was $3.5 million as of September 30, 2023. The Company does not expect to record any significant future charges related to the third quarter of fiscal 2023 restructuring plan.

In the first quarters of fiscal 2023 and 2022, the Company initiated restructuring plans to match strategic and financial objectives and optimize resources for long term growth, including a reduction in force program. In the first quarter of fiscal 2023, the Company recorded a restructuring charge of $8.7 million. The Company did not record any significant future charges related to the first quarter of fiscal 2023 restructuring plan. In the first quarter of fiscal 2022, the Company recorded a restructuring charge of $7.9 million. The Company did not record any significant subsequent charges related to the first quarter of fiscal 2022 restructuring plan.

Charges related to employee severance, benefits, and related costs; as well as charges related to the reduction of the Company’s leased facilities are reflected in the restructuring charges line item on the Company's consolidated income statements.

14. Employee Benefit Plans

The Company has a 401(k) savings plan whereby eligible employees may voluntarily contribute a percentage of their compensation. The Company may, at its discretion, match a portion of the employees’ eligible contributions. Contributions by the Company to the plan during the years ended September 30, 2023, 2022, and 2021 were approximately $13.7 million, $14.0 million and $13.2 million, respectively. Contributions made by the Company vest over four years.

15. Segment Information

Revenues by Geographic Location and Other Information

The Company does business in three main geographic regions: the Americas (primarily the United States); Europe, the Middle East, and Africa ("EMEA"); and the Asia Pacific region ("APAC"). The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis accompanied by information about net product revenues and revenues by geographic region. The Company’s foreign offices conduct sales, marketing and support activities. Revenues are attributed by geographic location based on the location of the customer.

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The following presents revenues by geographic region (in thousands):

						Years Ended September 30,
						2023						2022						2021
Americas:
United States						$	1,487,416					$	1,487,144					$	1,365,625
Other						96,958						85,711						92,111
Total Americas						1,584,374						1,572,855						1,457,736
EMEA						741,598						634,759						667,219
Asia Pacific						487,197						488,231						478,461
						$	2,813,169					$	2,695,845					$	2,603,416

The Company continues to offer its products through a range of consumption models, from physical systems to software solutions and managed services. The following presents net product revenues by systems and software (in thousands):

						Years Ended September 30,
						2023						2022						2021
Net product revenues
Systems revenue						$	670,652					$	651,902					$	748,192
Software revenue						663,986						665,215						498,892
Total net product revenue						$	1,334,638					$	1,317,117					$	1,247,084

The following distributors of the Company's products accounted for more than 10% of total net revenue:

						Years Ended September 30,
						2023						2022						2021
Ingram Micro, Inc.						15.6		%				20.0		%				19.2		%
Synnex Corporation						15.0		%				13.4		%				11.1		%

The following distributors of the Company's products accounted for more than 10% of total receivables:

						September 30,
						2023						2022
Ingram Micro, Inc.						—						12.9		%
Synnex Corporation						16.0		%				12.6		%
Carahsoft Technology Corporation						10.1		%				16.2		%

The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and are shown below (in thousands):

						September 30,
						2023						2022
Americas:
United States						$	125,736					$	134,699
Other						2,592						1,773
Total Americas						128,328						136,472
EMEA						24,336						17,376
Asia Pacific						17,758						14,334
						$	170,422					$	168,182