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Form 8-K AKAMAI TECHNOLOGIES INC For: Aug 09

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August 9, 2022 4:07 PM EDT
0001086222false00010862222022-08-092022-08-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: August 9, 2022
(Date of earliest event reported)

AKAMAI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware000-2727504-3432319
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

145 Broadway
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 444-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueAKAMNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition

On August 9, 2022, Akamai Technologies, Inc. announced its financial results for the fiscal quarter ended June 30, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided under this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.Description
99.1
104Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:August 9, 2022AKAMAI TECHNOLOGIES, INC.
/s/ Edward McGowan
Edward McGowan
Executive Vice President, Chief Financial Officer and Treasurer



Exhibit 99.1
FOR IMMEDIATE RELEASE

Contacts:
Gina SoriceTom Barth
Media RelationsInvestor Relations
Akamai TechnologiesAkamai Technologies
646-320-4107617-274-7130
gsorice@akamai.comtbarth@akamai.com


AKAMAI REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS

Second quarter revenue of $903 million, up 6% year-over-year and up 9% when adjusted for foreign exchange*

Security and compute revenue represented the majority of total revenue in the second quarter and grew 26% year-over-year and grew 30% when adjusted for foreign exchange*

GAAP EPS of $0.74, down 21% year-over-year and down 15% when adjusted for foreign exchange*, and
non-GAAP EPS* of $1.35, down 5% year-over-year and flat when adjusted for foreign exchange*


CAMBRIDGE, Mass. – August 9, 2022 – Akamai Technologies, Inc. (NASDAQ: AKAM), the cloud company that powers and protects life online, today reported financial results for the second quarter ended June 30, 2022.

“Despite a continued challenging macro-economic environment and foreign exchange headwinds, Akamai delivered another quarter of solid results,” said Dr. Tom Leighton, Akamai's Chief Executive Officer. “Our performance continued to be led by the strong growth of our security and compute product groups, which increased 26% year-over-year and increased 30% when adjusted for foreign exchange* and represented 54% of total revenue.”

Akamai delivered the following financial results for the second quarter ended June 30, 2022:

Revenue: Revenue was $903 million, a 6% increase over second quarter 2021 revenue of $853 million and a 9% increase when adjusted for foreign exchange.*

Revenue by solution:

•Security revenue was $381 million, up 17% year-over-year and up 21% when adjusted for foreign exchange*
•Delivery revenue was $417 million, down 11% year-over-year and down 8% when adjusted for foreign exchange*
•Compute revenue was $106 million, up 74% year-over-year and up 78% when adjusted for foreign exchange*

Revenue by geography:

•U.S. revenue was $477 million, up 6% year-over-year
•International revenue was $426 million, up 6% year-over-year and up 13% when adjusted for foreign exchange*

Income from operations: GAAP income from operations was $175 million, a 12% decrease from second quarter 2021. GAAP operating margin for the second quarter was 19%, down 4 percentage points from the same period last year.

Non-GAAP income from operations* was $262 million, a 3% decrease from second quarter 2021. Non-GAAP operating margin* for the second quarter was 29%, down 3 percentage points compared to the same period last year.

Net income: GAAP net income was $120 million, a 24% decrease from second quarter 2021. Non-GAAP net income* was $216 million, a 7% decrease from second quarter 2021.

EPS: GAAP EPS was $0.74 per diluted share, a 21% decrease from second quarter 2021 and a 15% decrease when adjusted for foreign exchange.* Non-GAAP EPS* was $1.35 per diluted share, a 5% decrease from second quarter 2021 and flat when adjusted for foreign exchange.*

1

Adjusted EBITDA*: Adjusted EBITDA* was $388 million, a 1% increase from second quarter 2021.

Supplemental cash information: Cash from operations for the second quarter of 2022 was $341 million, or 38% of revenue. Cash, cash equivalents and marketable securities was $1.3 billion as of June 30, 2022.

Share repurchases: Akamai spent $165 million in the second quarter of 2022 to repurchase 1.6 million shares of its common stock at an average price of $100.80 per share. The Company had 159 million shares of common stock outstanding as of June 30, 2022.

*    See Use of Non-GAAP Financial Measures below for definitions

Quarterly Conference Call
Akamai will host a conference call today at 4:30 p.m. ET that can be accessed through 1-833-634-5020 (or 1-412-902-4238 for international calls) and using passcode: Akamai. A live webcast of the call may be accessed at www.akamai.com in the Investor Relations section. In addition, a replay of the call will be available for two weeks following the conference by calling 1-877-344-7529 (or 1-412-317-0088 for international calls) and using passcode: 6965820. The archived webcast of this event may be accessed through the Akamai website.

About Akamai
Akamai powers and protects life online. Leading companies worldwide choose Akamai to build, deliver, and secure their digital experiences – helping billions of people live, work, and play every day. With the world's most distributed compute platform – from cloud to edge – we make it easy for customers to develop and run applications, while we keep experiences closer to users and threats farther away. Learn more about Akamai's security, compute, and delivery solutions at www.akamai.com, blogs.akamai.com, or follow Akamai Technologies on Twitter and LinkedIn.
2

AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)June 30,
2022		December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents$426,710 $536,725 
Marketable securities263,979 541,470 
Accounts receivable, net668,425 675,926 
Prepaid expenses and other current assets207,043 166,313 
Total current assets1,566,157 1,920,434 
Marketable securities640,668 1,088,048 
Property and equipment, net1,541,875 1,534,329 
Operating lease right-of-use assets797,313 815,754 
Acquired intangible assets, net476,707 313,225 
Goodwill2,763,828 2,156,254 
Deferred income tax assets292,817 168,342 
Other assets131,689 142,287 
Total assets$8,211,054 $8,138,673 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$131,649 $109,928 
Accrued expenses306,402 411,590 
Deferred revenue111,771 86,517 
Revolving credit facility75,000 — 
Operating lease liabilities186,945 175,683 
Other current liabilities
5,317 6,623 
Total current liabilities817,084 790,341 
Deferred revenue 25,448 25,342 
Deferred income tax liabilities39,367 40,974 
Convertible senior notes2,283,037 1,976,167 
Operating lease liabilities679,031 707,087 
Other liabilities86,609 68,748 
Total liabilities3,930,576 3,608,659 
Total stockholders' equity4,280,478 4,530,014 
Total liabilities and stockholders' equity
$8,211,054 $8,138,673 


3

AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months EndedSix Months Ended
(in thousands, except per share data)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Revenue$903,332 $903,647 $852,824 $1,806,979 $1,695,532 
Costs and operating expenses:
Cost of revenue (1) (2)
346,649 332,752 320,000 679,401 626,687 
Research and development (1)
92,070 99,935 77,255 192,005 159,300 
Sales and marketing (1)
126,665 122,719 111,894 249,384 228,248 
General and administrative (1) (2)
141,219 153,262 134,295 294,481 271,010 
Amortization of acquired intangible assets16,972 13,644 12,060 30,616 23,487 
Restructuring charge (benefit)4,715 8,016 (2,114)12,731 5,002 
Total costs and operating expenses728,290 730,328 653,390 1,458,618 1,313,734 
Income from operations175,042 173,319 199,434 348,361 381,798 
Interest and marketable securities (loss) income, net(2,331)(211)4,736 (2,542)9,314 
Interest expense(2,932)(2,695)(18,037)(5,627)(35,871)
Other income (expense), net816 (9,565)(811)(8,749)(1,628)
Income before provision for income taxes170,595 160,848 185,322 331,443 353,613 
Provision for income taxes(51,058)(34,050)(18,009)(85,108)(29,907)
Loss from equity method investment— (7,635)(10,816)(7,635)(11,514)
Net income$119,537 $119,163 $156,497 $238,700 $312,192 
Net income per share:
Basic$0.75 $0.74 $0.96 $1.49 $1.91 
Diluted$0.74 $0.73 $0.94 $1.47 $1.88 
Shares used in per share calculations:
Basic160,038 160,494 163,074 160,266 163,067 
Diluted161,710 163,637 166,263 162,674 165,976 

(1)    Includes stock-based compensation (see supplemental table for figures)
(2)     Includes depreciation and amortization (see supplemental table for figures)

4

AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Cash flows from operating activities:
Net income$119,537 $119,163 $156,497 $238,700 $312,192 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization150,604 142,595 137,715 293,199 269,186 
Stock-based compensation51,882 56,227 50,481 108,109 104,786 
(Benefit) provision for deferred income taxes(29,885)(13,579)5,461 (43,464)7,225 
Amortization of debt discount and issuance costs1,091 1,119 16,460 2,210 32,717 
(Gain) loss on investments(641)16,536 10,816 15,895 11,514 
Other non-cash reconciling items, net10,045 12,598 1,612 22,643 2,140 
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable35,251 (39,198)11,176 (3,947)(4,404)
Prepaid expenses and other current assets26,563 (64,695)24,539 (38,132)(10,849)
Accounts payable and accrued expenses6,963 (66,938)(10,073)(59,975)(83,059)
Deferred revenue(29,216)55,394 (7,345)26,178 18,094 
Other current liabilities(4,460)(1,441)(15,514)(5,901)(16,230)
Other non-current assets and liabilities3,697 4,670 (3,692)8,367 (15,386)
Net cash provided by operating activities341,431 222,451 378,133 563,882 627,926 
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired— (872,099)— (872,099)(15,638)
Purchases of property and equipment and capitalization of internal-use software development costs(118,167)(131,359)(154,569)(249,526)(319,288)
Purchases of short- and long-term marketable securities— — (291,957)— (382,236)
Proceeds from sales, maturities and redemptions of short- and long-term marketable securities1,905 691,802 287,297 693,707 521,446 
Other, net1,036 (5,242)(391)(4,206)(212)
Net cash used in investing activities(115,226)(316,898)(159,620)(432,124)(195,928)

5

AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Cash flows from financing activities:
Net proceeds from borrowings and repayments under revolving credit facility— 75,000 — 75,000 — 
Proceeds from the issuance of common stock under stock plans7,204 21,941 9,712 29,145 31,122 
Employee taxes paid related to net share settlement of stock-based awards(8,323)(54,819)(12,314)(63,142)(76,260)
Repurchases of common stock(164,789)(102,853)(96,175)(267,642)(154,416)
Other, net— (104)(67)(104)(67)
Net cash used in financing activities(165,908)(60,835)(98,844)(226,743)(199,621)
Effects of exchange rate changes on cash, cash equivalents and restricted cash(13,798)(1,462)3,003 (15,260)(4,148)
Net increase (decrease) in cash, cash equivalents and restricted cash46,499 (156,744)122,672 (110,245)228,229 
Cash, cash equivalents and restricted cash at beginning of period381,007 537,751 459,023 537,751 353,466 
Cash, cash equivalents and restricted cash at end of period$427,506 $381,007 $581,695 $427,506 $581,695 
6

AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE BY SOLUTION (1)

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Security$380,664 $381,567 $325,128 $762,231 $635,347 
Delivery416,678 444,148 466,739 860,826 940,408 
Compute105,990 77,932 60,957 183,922 119,777 
Total revenue$903,332 $903,647 $852,824 $1,806,979 $1,695,532 
Revenue growth rates year-over-year:
Security17 %23 %25 %20 %27 %
Delivery(11)(6)(4)(8)(2)
Compute74 32 25 54 25 
Total revenue6 %7 %7 %7 %9 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates (2):
Security21 %26 %22 %23 %24 %
Delivery(8)(4)(6)(6)(4)
Compute78 35 22 57 22 
Total revenue9 %9 %5 %9 %7 %

AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL REVENUE DATA – REVENUE BY GEOGRAPHY

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
U.S.$477,154 $481,007 $449,553 $958,161 $912,733 
International426,178 422,640 403,271 848,818 782,799 
Total revenue$903,332 $903,647 $852,824 $1,806,979 $1,695,532 
Revenue growth rates year-over-year:
U.S.6 %4 %1 %5 %5 %
International6 11 15 8 14 
Total revenue6 %7 %7 %7 %9 %
Revenue growth rates year-over-year, adjusted for the impact of foreign exchange rates (2):
U.S.6 %4 %1 %5 %5 %
International13 16 9 15 9 
Total revenue9 %9 %5 %9 %7 %

(1) Prior to January 1, 2022, revenue by solution was reported by product group: Security Technology Group and Edge Technology Group. Revenue from security solutions was previously presented as Security Technology Group revenue. Revenue from delivery and compute solutions was previously presented as Edge Technology Group revenue. The periods presented prior to January 1, 2022 have been revised to reflect this new presentation.
(2) See Use of Non-GAAP Financial Measures below for a definition
7

AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL OPERATING EXPENSE DATA

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
General and administrative expenses:
Payroll and related costs$52,974 $53,317 $54,974 $106,291 $111,424 
Stock-based compensation15,888 17,436 16,123 33,324 32,485 
Depreciation and amortization18,423 19,678 20,489 38,101 41,398 
Facilities-related costs26,820 26,579 24,845 53,399 49,192 
Provision for doubtful accounts529 1,288 971 1,817 711 
Acquisition-related costs2,798 10,616 140 13,414 204 
Other expenses23,787 24,348 16,753 48,135 35,596 
Total general and administrative expenses$141,219 $153,262 $134,295 $294,481 $271,010 
General and administrative expenses–functional (1):
Global functions$50,445 $56,131 $53,314 $106,576 $109,113 
As a percentage of revenue6 %6 %6 %6 %6 %
Infrastructure87,447 85,199 79,878 172,646 160,987 
As a percentage of revenue10 %9 %9 %10 %9 %
Other3,327 11,932 1,103 15,259 910 
Total general and administrative expenses$141,219 $153,262 $134,295 $294,481 $271,010 
As a percentage of revenue16 %17 %16 %16 %16 %
Stock-based compensation:
Cost of revenue$7,134 $6,233 $6,874 $13,367 $13,970 
Research and development17,408 20,232 15,937 37,640 34,306 
Sales and marketing11,452 12,326 11,547 23,778 24,025 
General and administrative15,888 17,436 16,123 33,324 32,485 
Total stock-based compensation$51,882 $56,227 $50,481 $108,109 $104,786 

(1) Global functions expense includes payroll, stock-based compensation and other employee-related costs for administrative functions, including finance, purchasing, order entry, human resources, legal, information technology and executive personnel, as well as third-party professional service fees. Infrastructure expense includes payroll, stock-based compensation and other employee-related costs for our network infrastructure functions, as well as facility rent expense, depreciation and amortization of facility and IT-related assets, software and software-related costs, business insurance and taxes. Our network infrastructure function is responsible for network planning, sourcing, architecture evaluation and platform security. Other expense includes acquisition-related costs and provision for doubtful accounts.



8

AKAMAI TECHNOLOGIES, INC.
OTHER SUPPLEMENTAL DATA

Three Months EndedSix Months Ended
(in thousands, except end of period statistics)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Depreciation and amortization:
Network-related depreciation$66,724 $61,386 $55,601 $128,110 $107,497 
Capitalized internal-use software development amortization41,177 40,650 40,426 81,827 79,649 
Other depreciation and amortization17,914 19,152 19,833 37,066 40,198 
Depreciation of property and equipment125,815 121,188 115,860 247,003 227,344 
Capitalized stock-based compensation amortization (1)
7,703 7,648 8,916 15,351 16,609 
Capitalized interest expense
amortization (1)
114 115 879 229 1,746 
Amortization of acquired intangible assets16,972 13,644 12,060 30,616 23,487 
Total depreciation and amortization$150,604 $142,595 $137,715 $293,199 $269,186 
Capital expenditures, excluding stock-based compensation and interest expense (2) (3):
Purchases of property and equipment$56,743 $63,225 $81,655 $119,968 $176,653 
Capitalized internal-use software development costs47,083 53,190 56,574 100,273 111,639 
Total capital expenditures, excluding stock-based compensation and interest expense$103,826 $116,415 $138,229 $220,241 $288,292 
End of period statistics:
Number of employees
9,270 9,180 8,275 

(1) Amortization of capitalized stock-based compensation and interest expense in this table excludes amortization of capitalized stock-based compensation and interest expense capitalized as part of the implementation of cloud-computing arrangements and contract fulfillment costs. However, the amounts are included in our total amortization of capitalized stock-based compensation and interest expense that is excluded from our non-GAAP measures (see reconciliations of GAAP to non-GAAP measures).
(2) Capital expenditures presented in this table are reported on an accrual basis, which differs from the cash-basis presentation in the statements of cash flows. The primary difference between the two is the change in purchases of property and equipment and capitalization of internal-use software development costs accrued for, but not paid, at period end.
(3) See Use of Non-GAAP Financial Measures below for a definition
9

AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS AND NET INCOME

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Income from operations$175,042 $173,319 $199,434 $348,361 $381,798 
GAAP operating margin19 %19 %23 %19 %23 %
Amortization of acquired intangible assets16,972 13,644 12,060 30,616 23,487 
Stock-based compensation51,882 56,227 50,481 108,109 104,786 
Amortization of capitalized stock-based compensation and capitalized interest expense8,068 7,947 9,840 16,015 18,438 
Restructuring charge (benefit)4,715 8,016 (2,114)12,731 5,002 
Acquisition-related costs 5,771 10,943 140 16,714 204 
Operating adjustments87,408 96,777 70,407 184,185 151,917 
Non-GAAP income from operations$262,450 $270,096 $269,841 $532,546 $533,715 
Non-GAAP operating margin29 %30 %32 %29 %31 %
Net income$119,537 $119,163 $156,497 $238,700 $312,192 
Operating adjustments (from above)87,408 96,777 70,407 184,185 151,917 
Amortization of debt discount and issuance costs1,091 1,119 16,460 2,210 32,717 
(Gain) loss on investments(641)8,901 — 8,260 — 
Loss from equity method investment— 7,635 10,816 7,635 11,514 
Income tax-effect of above non-GAAP adjustments and certain discrete tax items9,049 (8,800)(21,428)249 (47,774)
Non-GAAP net income$216,444 $224,795 $232,752 $441,239 $460,566 

10

AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME PER DILUTED SHARE

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
GAAP net income per diluted share$0.74 $0.73 $0.94 $1.47 $1.88 
Adjustments to net income:
Amortization of acquired intangible assets0.10 0.08 0.07 0.19 0.14 
Stock-based compensation0.32 0.34 0.30 0.66 0.63 
Amortization of capitalized stock-based compensation and capitalized interest expense0.05 0.05 0.06 0.10 0.11 
Restructuring charge (benefit)0.03 0.05 (0.01)0.08 0.03 
Acquisition-related costs0.04 0.07 — 0.10 — 
Amortization of debt discount and issuance costs0.01 0.01 0.10 0.01 0.20 
(Gain) loss on investments— 0.05 — 0.05 — 
Loss from equity method investment— 0.05 0.07 0.05 0.07 
Income tax effect of above non-GAAP adjustments and certain discrete tax items0.06 (0.05)(0.13)— (0.29)
Adjustment for shares (1)
0.01 0.02 0.02 0.03 0.03 
Non-GAAP net income per diluted share$1.35 $1.39 $1.42 $2.74 $2.80 
Shares used in GAAP per diluted share calculations161,710 163,637 166,263 162,674 165,976 
Impact of benefit from note hedge transactions (1)
(1,057)(1,822)(1,782)(1,440)(1,369)
Shares used in non-GAAP per diluted share calculations (1)
160,653 161,815 164,481 161,234 164,607 

(1) Shares used in non-GAAP per diluted share calculations have been adjusted for the periods presented for the benefit of Akamai's note hedge transactions. During the periods presented Akamai's average stock price was in excess of $95.10, which is the initial conversion price of Akamai's convertible senior notes due in 2025. See Use of Non-GAAP Financial Measures below for further definition.
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AKAMAI TECHNOLOGIES, INC.
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

Three Months EndedSix Months Ended
(in thousands)June 30,
2022		March 31,
2022		June 30,
2021		June 30,
2022		June 30,
2021
Net income$119,537 $119,163 $156,497 $238,700 $312,192 
Net income margin13 %13 %18 %13 %18 %
Interest and marketable securities loss (income), net2,331 211 (4,736)2,542 (9,314)
Provision for income taxes51,058 34,050 18,009 85,108 29,907 
Depreciation and amortization125,815 121,188 115,860 247,003 227,344 
Amortization of capitalized stock-based compensation and capitalized interest expense8,068 7,947 9,840 16,015 18,438 
Amortization of acquired intangible assets16,972 13,644 12,060 30,616 23,487 
Stock-based compensation51,882 56,227 50,481 108,109 104,786 
Restructuring charge (benefit)4,715 8,016 (2,114)12,731 5,002 
Acquisition-related costs5,771 10,943 140 16,714 204 
Interest expense2,932 2,695 18,037 5,627 35,871 
(Gain) loss on investments(641)8,901 — 8,260 — 
Loss from equity method investment— 7,635 10,816 7,635 11,514 
Other (income) expense, net(175)664 811 489 1,628 
Adjusted EBITDA$388,265 $391,284 $385,701 $779,549 $761,059 
Adjusted EBITDA margin43 %43 %45 %43 %45 %

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Use of Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), Akamai provides additional financial metrics that are not prepared in accordance with GAAP (non-GAAP). Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation and to evaluate Akamai's financial performance. These non-GAAP financial measures are non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures and impact of foreign currency exchange rates, as discussed below.

Management believes that these non-GAAP financial measures reflect Akamai's ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparison of financial results across accounting periods and to those of our peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate Akamai's operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of Akamai's ongoing operating results.

The non-GAAP financial measures do not replace the presentation of Akamai's GAAP financial results and should only be used as a supplement to, not as a substitute for, Akamai's financial results presented in accordance with GAAP. Akamai has provided a reconciliation of each non-GAAP financial measure used in its financial reporting and investor presentations to the most directly comparable GAAP financial measure. This reconciliation captioned “Reconciliation of GAAP to Non-GAAP Financial Measures” can be found on the Investor Relations section of Akamai's website.

The non-GAAP adjustments, and Akamai's basis for excluding them from non-GAAP financial measures, are outlined below:

•Amortization of acquired intangible assets – Akamai has incurred amortization of intangible assets, included in its GAAP financial statements, related to various acquisitions Akamai has made. The amount of an acquisition's purchase price allocated to intangible assets and term of its related amortization can vary significantly and is unique to each acquisition; therefore, Akamai excludes amortization of acquired intangible assets from its non-GAAP financial measures to provide investors with a consistent basis for comparing pre- and post-acquisition operating results.

•Stock-based compensation and amortization of capitalized stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to Akamai's employees, the grant date fair value varies based on the stock price at the time of grant, varying valuation methodologies, subjective assumptions and the variety of award types. This makes the comparison of Akamai's current financial results to previous and future periods difficult to interpret; therefore, Akamai believes it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation from its non-GAAP financial measures in order to highlight the performance of Akamai's core business and to be consistent with the way many investors evaluate its performance and compare its operating results to peer companies.

•Acquisition-related costs – Acquisition-related costs include transaction fees, advisory fees, due diligence costs and other direct costs associated with strategic activities, as well as certain additional compensation costs payable to employees acquired from the Linode acquisition if employed for a certain period of time. The additional compensation cost was initiated by and determined by the seller, and is in addition to normal levels of compensation, including retention programs, offered by Akamai. Acquisition-related costs are impacted by the timing and size of the acquisitions, and Akamai excludes acquisition-related costs from its non-GAAP financial measures to provide a useful comparison of operating results to prior periods and to peer companies because such amounts vary significantly based on the magnitude of the acquisition transactions and do not reflect Akamai's core operations.

•Restructuring charges – Akamai has incurred restructuring charges from programs that have significantly changed either the scope of the business undertaken by the Company or the manner in which that business is conducted. These charges include severance and related expenses for workforce reductions, impairments of long-lived assets that will no longer be used in operations (including right-of-use assets, other facility-related property and equipment and internal-use software) and termination fees for any contracts cancelled as part of these programs. Akamai excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.

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•Amortization of debt discount and issuance costs and amortization of capitalized interest expense – In August 2019, Akamai issued $1,150 million of convertible senior notes due 2027 with a coupon interest rate of 0.375%. In May 2018, Akamai issued $1,150 million of convertible senior notes due 2025 with a coupon interest rate of 0.125%. The imputed interest rates of these convertible senior notes were 3.10% and 4.26%, respectively. This is a result of the debt discounts recorded for the conversion features that, prior to January 1, 2022, were required to be separately accounted for as equity under GAAP, thereby reducing the carrying values of the convertible debt instruments. The debt discounts were amortized as interest expense. On January 1, 2022, Akamai adopted the new guidance for accounting for convertible senior instruments. This new guidance eliminated separate accounting for the equity portion, and thus the amortization of the debt discount that was recorded as interest expense. Prior to January 1, 2022, Akamai excluded this non-cash interest expense from its non-GAAP results because it was not representative of ongoing operating performance. After January 1, 2022, this interest expense is no longer included in or excluded from GAAP or non-GAAP results. Additionally, the issuance costs of the convertible senior notes are amortized to interest expense and are also excluded from Akamai's non-GAAP results because management believes the non-cash amortization expense is not representative of ongoing operating performance.

•Gains and losses on investments – Akamai has recorded gains and losses from the disposition, changes to fair value and impairment of certain investments. Akamai believes excluding these amounts from its non-GAAP financial measures is useful to investors as the types of events giving rise to these gains and losses are not representative of Akamai's core business operations and ongoing operating performance.

•Income and losses from equity method investment – Akamai records income or losses on its share of earnings and losses from its equity method investment. Akamai excludes such income and losses because it does not direct control over the operations of the investment and the related income and losses are not representative of its core business operations.

•Income tax effect of non-GAAP adjustments and certain discrete tax items – The non-GAAP adjustments described above are reported on a pre-tax basis. The income tax effect of non-GAAP adjustments is the difference between GAAP and non-GAAP income tax expense. Non-GAAP income tax expense is computed on non-GAAP pre-tax income (GAAP pre-tax income adjusted for non-GAAP adjustments) and excludes certain discrete tax items (such as recording or releasing of valuation allowances), if any. Akamai believes that applying the non-GAAP adjustments and their related income tax effect allows Akamai to highlight income attributable to its core operations.

Akamai's definitions of its non-GAAP financial measures are outlined below:

Non-GAAP income from operations – GAAP income from operations adjusted for the following items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; amortization of capitalized interest expense; acquisition-related costs; restructuring charges; and other non-recurring or unusual items that may arise from time to time.

Non-GAAP operating margin – Non-GAAP income from operations stated as a percentage of revenue.

Non-GAAP net income – GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; amortization of debt discount and issuance costs; amortization of capitalized interest expense; certain gains and losses on investments; income and losses from equity method investment; and other non-recurring or unusual items that may arise from time to time.

Non-GAAP net income per diluted share – Non-GAAP net income divided by weighted average diluted common shares
outstanding. Diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transactions entered into in connection with the issuances of $1,150 million of convertible senior notes due 2027 and 2025, respectively. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully-diluted share calculation until they are delivered. However, the Company would receive a benefit from the note hedge transactions and would not allow the dilution to occur, so management believes that adjusting for this benefit provides a meaningful view of operating performance. With respect to the convertible senior notes due in each of 2027 and 2025, unless Akamai's weighted average stock price is greater than $116.18 and $95.10, respectively, the initial conversion price, there will be no difference between GAAP and non-GAAP diluted weighted average common shares outstanding.

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Adjusted EBITDA – GAAP net income excluding the following items: interest income; income taxes; depreciation and
amortization of tangible and intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; foreign exchange gains and losses; interest expense; amortization of capitalized interest expense; certain gains and losses on investments; income and losses on equity method investment; and other non-recurring or unusual items that may arise from time to time.

Adjusted EBITDA margin – Adjusted EBITDA stated as a percentage of revenue.

Capital expenditures, or capex, excluding stock-based compensation and interest expense – Purchases of property and equipment and capitalization of internal-use software development costs presented on an accrual basis, which differs from the cash-basis presentation included in the statements of cash flows. The primary difference between the two is the change in purchases of property and equipment and capitalization of internal-use software development costs accrued for, but not paid, at period end versus prior periods.

Impact of foreign currency exchange rate – Revenue and earnings from international operations have historically been an
important contributor to Akamai's financial results. Consequently, Akamai's financial results have been impacted, and management expects they will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, when the local currencies of our foreign subsidiaries weaken, our consolidated results stated in U.S. dollars are negatively impacted.

Because exchange rates are a meaningful factor in understanding period-to-period comparisons, management believes the presentation of the impact of foreign currency exchange rates on revenue and earnings enhances the understanding of our financial results and evaluation of performance in comparison to prior periods. The dollar impact of changes in foreign currency exchange rates presented is calculated by translating current period results using monthly average foreign currency exchange rates from the comparative period and comparing them to the reported amount. The percentage change at constant currency presented is calculated by comparing the prior period amounts as reported and the current period amounts translated using the same monthly average foreign currency exchange rates from the comparative period.


Akamai Statement Under the Private Securities Litigation Reform Act
This release and/or our quarterly earnings conference call scheduled for later today contain statements that are not statements of historical fact and constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about expected future financial performance, expectations, plans and prospects of Akamai. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, inability to continue to generate cash at the same level as prior years; failure of our investments in innovation to generate solutions that are accepted in the market; inability to increase our revenue at the same rate as in the past and keep our expenses from increasing at a greater rate than our revenues; effects of competition, including pricing pressure and changing business models; impact of macro-economic trends, including economic uncertainty, the effects of inflation, increasing interest rates, foreign currency exchange rate fluctuations, securities market volatility and monetary supply fluctuations; conditions and uncertainties in the geopolitical environment, including sanctions and disruptions resulting from the ongoing war in Ukraine; continuing supply chain and logistics costs, constraints, changes or disruptions; defects or disruptions in our products or IT systems, including cyber-attacks, data breaches or malware; failure to realize the expected benefits of any of our acquisitions or reorganizations; changes to economic, political and regulatory conditions in the United States and internationally; our ability to attract and retain key personnel; impact of the ongoing COVID-19 pandemic; delay in developing or failure to develop new service offerings or functionalities, and if developed, lack of market acceptance of such service offerings and functionalities or failure of such solutions to operate as expected, and other factors that are discussed in our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.

In addition, the statements in this press release and on our quarterly earnings conference call represent Akamai's expectations and beliefs as of the date of this press release. Akamai anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while Akamai may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Akamai's expectations or beliefs as of any date subsequent to the date of this press release.
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