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


FORM 10-K
(Mark One)
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20172019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-27275
Akamai Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3432319
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)


150145 Broadway
Cambridge, Massachusetts02142
(Address of principle executive offices) (Zip Code)


Registrant’s telephone number, including area code: (617) (617444-3000


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 value $0.01 per shareNASDAQAKAMNasdaq Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  þ


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ
Accelerated filero
Non-accelerated filero (Do not check if smaller reporting company)
Smaller reporting companyo
Emerging growth companyo


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. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ¨    No  þ


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $8,322.4$12,819.9 million based on the last reported sale price of the Common Stock on the NASDAQNasdaq Global Select Market on June 30, 2017.28, 2019.


The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, as of February 22, 2018: 170,031,58525, 2020: 161,881,857 shares.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relative to the registrant’s 20182020 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this annual report on Form 10-K.



AKAMAI TECHNOLOGIES, INC.


ANNUAL REPORT ON FORM 10-K


FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172019


TABLE OF CONTENTS
 
PART I  
   
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
PART II  
   
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
   
PART III  
   
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
PART IV  
   
Item 15.
Item 16.
  






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Forward-Looking Statements


This annual report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management as of the date hereof based on information currently available to our management. Use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “should,” “forecasts,” “if,” “continues,” “goal,” “likely” or similar expressions indicates a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Actual results may differ materially from the forward-looking statements we make. See “Risk Factors” elsewhere in this Annual Reportannual report on Form 10-K for a discussion of certain risks associated with our business. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.otherwise.


PART I


Item 1. Business


Overview

Akamai provides cloud servicessolutions for securing, delivering optimizing and securingoptimizing content and business applications over the Internet. As a global leader in content delivery network, or CDN, services,At the core of our goalsolutions is our globally-distributed Akamai Intelligent Edge Platform, which is designed to makehelp our customers leverage the power and reach of the Internet faster,while protecting them from malicious threats to their business. We deploy servers and technology at the “edge” of the Internet – establishing touch points on its perimeter in more reliablethan 130 countries and more secure for customers and usersnearly 1,500 networks around the world. For many enterprises, engagingThis approach affords us unique insight and visibility into traffic volumes, attack patterns, vulnerabilities and other activities across this complex cloud of networks and systems. Leveraging these insights and our position at the edge, we offer our customers through high-quality digital experiences has become mission critical. solutions designed to protect them from threats and attacks, while empowering them to securely deliver their business as they engage, entertain and interact with their customers; extend their internal systems beyond their corporate perimeters to control access and better leverage the cloud; and help them operate with the scale, resiliency and security competitiveness businesses demand.

We believe that the edge is why thousandsthe next frontier of organizations relydigital transformation – the intersection of users, digital technology and transactions, cloud computing and entertainment – and that our security, performance and delivery solutions can give our customers the competitive edge they need to capitalize on Akamai and our cloud delivery platform to make it easier for them to provide the best and most secure digital experiences to their customers.opportunities this intersection creates.


Our Strategy – Addressing the Needs of our Customers in the Internet Age


The Internet plays a crucial role in the way companies, government agencies and other enterprises conduct business and reach the public, and the world around ustechnology landscape is rapidly evolving. evolving, driving businesses to enhance their digital capabilities to improve productivity, transform customer experiences, increase brand awareness and drive competitive advantage.

The emergent network known as the Internet of Things, (IoT)or IoT, is now connecting billions of devices that transmit large volumes of data from and within offices, hospitals, manufacturing plants, power grids, roads, schools and homes every second. We believe that new technologies like blockchain are emerging that promise to surpass the ability of current methods to process transactions more quickly and deliver data and content more securely. In addition, organizations seeking streamlined operations, digital transformation and improved cost management are increasing their reliance on servers and networks comprising the “cloud” based on the promise of agility and scale – a promise that has not always been realized.

At the same time, securitythere are challenges and risks that have the potential to disrupt progress in every industry, compromise online experiences, and, in the most extreme cases, destroy value that took decades to build. Security threats are growing more sinister and advanced. Enterprise applications are moving from behind the firewall to the cloud at the same time thatwhile employees increasingly needdemand remote access from a variety of devices - making cybersecurity more complex– which we believe makes securing access harder to achieve than yesterday’swith just traditional perimeter defense.defenses. More consumers are "cutting the cord" and consuming entertainment over the Internet rather than through traditional cable, and they are increasingly using mobile devices to view content and shop. Web pages are also vastly more complex than ever before with advertisements, videos, graphics and other third-party content, causing speed and reliability to suffer. More and more, government agencies want citizens

We believe that Akamai is uniquely positioned to pay their taxes, submit applications and request information online. Smart enterprises want to take advantage of these trends safely, profitably and intelligently.

Whathelp our customers wantcapitalize on the opportunities and mitigate the risks presented by this dynamic environment. The Akamai Intelligent Edge Platform is architected to do:

Provide consumers with superior online experiences when they access websitessurround and applications from all types of devices from anywhere in the world
Handle transactions securely and protect sensitive information
Affordably present vibrant and engaging streaming content at large scale, including high definition, or HD, video, music and games
Leverage the growth in the use of mobile devices to reach more consumers and provide dynamic experiences
Scaleextend a customer’s existing cloud architecture, so it can accelerate and secure the enterprise networkcloud-based activities and workloads on a global scale, while also improving reliability and reducing cost. Our platform comprises more than 250,000 servers deployed in
Receive and act on data about usage of their websites and applications to improve performance and business value

What makes it difficult to achieve those goals:

Doing it yourself – building out data centers, coping with the technology changes, and dealing with sudden traffic spikes – is difficult and expensive
Lack of a coordinated security system to protect against hackers, bots and other bad actors who want to steal assets and disrupt the functioning of the web can leave enterprises exposed
Mobile networks tend to be slower and less reliable than the fixed line Internet and present other challenges
Traffic congestion at data centers and between networks typically cannot be avoided without a CDN
User experiences are difficult to monitor and understand given myriad devices and locations
“Last mile” issues – such as bandwidth constraints between consumers and their Internet access provider – are challenging to solve




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How Akamai helps:

Our strategy is to bridge the gap between our customers' digital goals and the inherent challenges of the native Internet by providing technology that optimizes and secures the delivery of online content and applications. We deliver a wide spectrum of content, from video and software downloads to dynamic and personalized data for many of the world’s most important enterprises. We offer online solutions for delivery, acceleration, and security services to the owners of major websites and applications. We are trusted by a large percentage of the world’s most important brands, including hundreds of media companies, e-retailers, major governments, financial institutions and other leading enterprises. Across all of these customers, our mission is to make the Internet faster, more reliable and more secure.

At the core of this mission is the Akamai Intelligent Platform, a globally-distributed computing platform, that comprises more than 200,000 servers deployed in more than 1,700 networks and 130 countriesapproximately 3,900 locations around the world, tied together with sophisticated software and algorithms. Our software also resides on over 100 millionmillions of end-user devices, as part of our work on client-assisted delivery for large media files. By placing integrated computing resources, data, content and security protection closer to end-users, at the edge, our technology is designed to extend our customers’ existing cloud solutions to deliver superior user experiences that are bi-directional, instantaneous, rich and secure. The platform is also architected to enable us to constantly monitor Internet conditions to:


Identify,identify, absorb and block security threatsthreats;
Efficientlyefficiently route traffic away from Internet trouble spotsspots;
Detecthelp our customer implement a Zero Trust security model as described below;
detect what devices individuals are using and optimize content delivery to themthem;
Providesecure and manage customer identity;
provide our customers with business, technical and technicalanalytical insights into their online operationsoperations; and
Understandunderstand different types of traffic visiting websites so that customers can deal with them as desiredrespond to them.


We believe that our scale, unique technology, leveraging a virtual Internet on top of the native Internet, our ability to efficiently manage a platform with millions of components, our high-quality intellectual property portfolio, ourindustry-leading security capabilities, strong relationships with hundreds of leading telecommunications carriers and thousands of major brands on the web, and our relentless and personalized attention to customer and partner needs create significant value for stockholders and provide a meaningful edge over the many competitors that desire to acquire a share of our business.competitors.


Our Solutions


PerformanceWe offer online solutions for the security, delivery and acceleration of websites and applications. Our customers include a large percentage of the world’s most important brands, including hundreds of media companies, online retailers, major governments, financial institutions and other leading enterprises. Across all of these customers, our mission is to make digital experiences fast, intelligent and secure.

Cloud Security Solutions


Our Cloud Security Solutions are designed to defend websites, applications and data centers against a multitude of cyberattacks. These solutions include:

Kona Site Defender – Kona Site Defender is a cloud security solution that defends against network and application layer distributed denial of service, or DDoS, attacks, web application attacks and direct-to-origin attacks. This offering provides customizable protection for enterprises that want more control over their application security.

Web Application Protector – Web Application Protector is designed to safeguard web assets from web application and DDoS attacks, while improving performance. This offering provides easy-to-implement application security for organizations that do not have robust security teams or expertise.

Site Shield – Site Shield provides an additional layer of defense for critical websites and web applications. Site Shield is designed to cloak websites from the public Internet, essentially removing them from Internet-accessible IP address space. This helps prevent attackers from directly targeting the application origin and forces traffic to go through our network, where attacks can be better detected and mitigated.

Bot Manager – Bot Manager provides organizations with a flexible framework to better manage the wide array of bots, both helpful and malicious, accessing their websites. It offers the ability to identify bots, categorize different bots based on business or IT impact, and apply different management policies to mitigate that impact.

Edge DNS – The Domain Name System, or DNS, translates human-readable domain names into numerical IP addresses to enable individuals who type in a website name to reach the desired location on the Internet. Our Edge DNS (formerly known as Fast DNS) offering is a DNS resolution solution that is designed to quickly and dependably direct individuals to our customers' websites. Crucially, we have architected this service to protect against DNS-based DDoS attacks.

Identity Cloud – In January 2019, we purchased Janrain, Inc., a provider of customer identity access management solutions. Leveraging the technology we acquired, our Identity Cloud solution enables fast-to-deploy single sign-on (SSO), registration, authentication and preference management. It also enables centralized profile access management that is designed to facilitate our customers’ compliance with the myriad and changing privacy-related regulatory requirements around the world.



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Prolexic Routed – Prolexic Routed is a DDoS scrubbing solution that is designed to protect web- and IP-based applications, entire data centers and supporting network infrastructure from DDoS attacks. It provides cloud-based security against high-bandwidth, sustained DDoS attacks as well as potentially those that target specific applications and services.

Client Reputation– Client Reputation provides an additional layer of security based on Akamai’s visibility into prior malicious behavior on the Akamai network. Our algorithms use both legitimate and attack traffic to profile the behavior of attacks, clients and applications. Client Reputation assigns risk scores to every known malicious IP address and enables customers to take action on individual clients based on the assessed risk to their organizations.

Enterprise Security Solutions

Our Enterprise Security Solutions are designed to help customers move from a legacy perimeter-based approach to security to what we refer to as a “Zero Trust” security model. Zero Trust is a network security model based on a strict identity verification process. The framework dictates that only authenticated and authorized users and devices can access applications and data. At the same time, it protects those applications and users from advanced threats on the Internet. Our approach is centered on dynamically controlling access to individual applications behind the network firewall and proactively protecting users from malware using the Intelligent Edge Platform. Our key Enterprise Security Solutions include:

Enterprise Application Access – Enterprise Application Access enables adaptive access to applications behind the firewall, based on identity and a multitude of dynamic security signals, without providing users access to our customer’s broader corporate network.

Enterprise Threat Protector – Enterprise Threat Protector is designed to enable enterprise security teams to proactively and easily identify, block and mitigate targeted attacks such as malware, ransomware, phishing and data exfiltration that exploit DNS.

Web and Mobile Performance Solutions


The ultimate goal of our webWeb and mobile performance businessMobile Performance Solutions is to enable dynamic websites and applications to have instant response times, no matter where the user is, what device or browser they are using, or how they are connected to the Internet. This is accomplished through a variety of advanced technologies embedded in our platform, which can be thought of as a virtual, streamlined Internet overlayingbuilt on top of the native Internet. Key offerings include:


IonIon is a situational performance solution that consists of an integrated suite of web delivery, accelerationintelligent performance optimization tools and optimization technologies that make real-time optimization decisions basedcontrols designed to improve user experiences on the requirements ofweb and iOS and Android devices. This solution continuously monitors the device, network locationend-user experience to adapt in real-time to changes in content, user behavior and browser. Ion is designed to simplify increasingly complex web delivery and enable a faster website experience that is highly available, secure and scalable to meet peak capacity demands.
connectivity.


Dynamic Site Accelerator– Dynamic Site Accelerator is designed to help customers experience globally-consistentimprove reliability, increase the offload of traffic from origin servers and faster websiteenhance network performance while handling the specific requirements of dynamically-generated content. Our platform continuously pullscontent without a costly hardware buildout. Using real-time network optimizations and caches fresh site content onto Akamai servers, automatically directs content requestsadvanced caching techniques, this solution is designed to an optimal server,accelerate and routes the request via the most reliable pathsecure interactive websites; helping customers to data centersscale to retrieve and deliver dynamic interactive content.
meet sudden traffic surges arising from flash sales or other events.


Image Manager – To help our customers cope with the multitude and variety of devices used by their consumersusers and varying connection quality,the complexity of preparing images for delivery over the web, Image Manager automatically optimizes online images forto attain the best combination of size, quality and file format suited for each image and device and offloadsautomates the artistic transformationcreation and delivery of tailored derivative assets to the cloud.image assets.


CloudTest – Leveraging technology we acquired through our acquisition of Soasta, Inc.,CloudTest helps customers prepare for business-critical traffic events or Soasta, in 2017, CloudTest empowerschanges to their Internet-facing environment by empowering them to conduct large-scale load testing safely. The solution allows customers to conduct load testing and otheradditional analysis of their websites in a pre-production environment.


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Testing capabilities include web and mobile applications APIs and databases. In addition,with real-time analytics and customizable dashboards that allow for root cause analysis while tests are in process.


mPulse – mPulse originally developed by Soasta,is a real user monitoring offering that provides real-time website performance data to provide insight about end-user experienceshelp customers improve their digital experiences. Using advanced algorithms and data visualization tools, mPulse generates insights that enable enterprises to identify and address performance issues based on a website. It is designed to enable customers to understand thetheir impact of user-perceived performance on transaction volume,customer engagement, conversions, revenue conversions and other key business metrics.


Global Traffic Management – Global Traffic Management is designed to ensure responsiveness to end-user requests by leveraging our global load balancing technology. Unlike traditional hardware-based solutions that reside within the data center, our Global Traffic Management service is a fault-tolerant solution that makes intelligent routing decisions based on real-time data center performance health and global Internet conditions to help ensure user requests are routed to the most appropriate data center for that user at that moment.


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Cloud Security



Media Delivery Solutions


Our Cloud Security Solutions, boosted by technology we acquired through our purchaseIn recent years, online and mobile gaming, as well as streaming of Nominum, Inc., or Nominum, in 2017 are designedmovies, television and live events, have come to defend websites, applications and data centers againstrepresent a multitudesignificant percentage of cyber attacks. These solutions include:

Web Application Protector – Web Application Protector is designed to safeguard web assets from web application and distributed denial of service, or DDoS, attacks, while improving performance. This offering does not require hardware installation and offers both customized and pre-configured rule groupings to distinguish between legitimate and malicious traffic.

Kona Site Defender – Kona Site Defender is a cloud computing security solution that defends against network and application layer DDoS attacks, web application attacks and direct-to-origin attacks. By leveraging our distributed network and proprietary technology, Akamai can absorb traffic targeted at the application layer, deflect DDoS traffic targeted at the network layer, such as SYN Floods or UDP Floods, and authenticate valid traffic at the network edge.

Bot Manager Premier – As websites attract users, they also place business information where it can be easily accessed by other entities – often using automated tools known as “bots.” Our Bot Manager offering provides organizations with a flexible framework to better manage the wide array of bots accessing their website every day. It offers the ability to identify bots as they first arrive, categorize different types of bots, and apply the most appropriate management policy for each category.

Fast DNS – The Domain Name System, or DNS, translates human-readable domain names into numerical IP addresses to enable individuals who type in a website name to reach the desired location on the Internet. An increasing number of large media companies have introduced over-the-top (often referred to as OTT) video offerings that have increased the amount of video available online. Providing solutions to optimize delivery of media content is an important part of our current and future strategy. Our Fast DNS offering is a DNS resolution solution that is designed to quickly and dependably direct individuals to our customers' websites. Importantly, we have architected this service to protect against DNS-based DDoS attacks.

Prolexic Routed– Prolexic Routed is designed to protect web- and IP-based applications in data centers from the threat of DDoS attacks by preventing attacks before they reach the data center. It provides protection against high-bandwidth, sustained web attacks as well as potentially crippling DDoS attacks that target specific applications and services.
Client Reputation– Client Reputation provides an additional layer of protection against DDoS and web application attacks by allowing customers to automatically block requests from IP addresses. Client Reputation leverages advanced algorithms to compute a risk score based on prior behavior as observed over the Akamai network. The algorithms use both legitimate and attack traffic to profile the behavior of attacks, clients and applications. Based on this information, Akamai assigns risk scores to each IP address and allows customers to choose which actions they wish to have Kona Site Defender perform on an IP address with specific risk scores.

Enterprise Security Solutions

Our Enterprise SecurityMedia Delivery Solutions are designed to help customers boost productivityenable enterprises to execute their digital media distribution strategies, not only by facilitating third-party accessproviding solutions to applications, accelerating those applications,address their volume and global reach requirements but also by improving the end-user experience, boosting reliability and reducing bandwidth costs and extending the Internet and public clouds into private wide area networks, or WANs.cost of Internet-related infrastructure. Our key Enterprise Solutionsofferings include:




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Enterprise Application AccessAdaptive Media Delivery Using technology gained through our acquisition of Soha Systems, Inc., this offering enables remote access to applications behind the firewall without providing users access to the entire networkWe provide delivery solutions for video and without external hardware or software.

Enterprise Threat Protector – Enterprise Threat Protector ismusic streaming that are designed to enable enterprise security teamscope with variable connection speeds and different devices and to proactively identify, block,reach disparate locations around the world.

Download Media Delivery – Our download delivery offering provides accelerated distribution for large file downloads, including games, progressive media (video and mitigate targeted threats such as malware, ransomware, phishing,audio) files, documents and data exfiltrationother file-based content.

Media Services Live – This service helps simplify the preparation of live-streamed television, enabling our customers to reliably deliver high-quality live content to online audiences across multiple types of devices and platforms.

Media Analytics – We offer a comprehensive suite of analytics tools to monitor online video viewing, while measuring audience engagement, and quality of service performance. These solutions are designed to provide actionable and relevant metrics to help businesses understand their entire media workflow from the initial introduction of media into the workstream through arrival at the device.

NetStorage – NetStorage is a globally-distributed cloud storage solution for our customers' content that exploit DNS. offers automatic geographically-dispersed replication that is architected for resiliency, high availability and real time performance optimization.


Media and Network OperatorCarrier Solutions

Network Operator Solutions


With the growth in consumer adoption of Internet videoIP-delivered television and other media and web usage,online/mobile gaming, carriers around the world have experienced significant traffic increases, resulting in congestion across networks from aggregation to backbone and to interconnection. In addition,Compounding this challenge, security and personalized services are now critical for carriers to protect and grow their revenue and subscriber base. Our Network Operatorbases. To address these needs, our carrier offerings are designed to help carrierscustomers operate a cost-efficient network that capitalizes on traffic growth and new subscriber services by reducing the complexity of building a content delivery network, or CDN, and interconnecting access providers. We also help network operators provide subscriber security and personalization services; these solutions were enhanced by our acquisition of Nominum in 2017. Our network operatorcarrier offerings include:


Aura Licensed CDN – Aura Licensed CDN is a suite of solutions designed to empower network operators to build and run a highly-scalable media content delivery network that efficiently delivers its own content, as well as content from Akamai customers and other targeted services, all utilizing a common HTTP caching infrastructure. The Aura Licensed CDN federates with the Akamai Intelligent Platform, providing global delivery of operator content with a single business agreement. The solution also includes HyperCache, a common HTTP caching layer in the network that supports traffic offload and delivery of content, and Request Router, a DNS-based content request router that directs user requests to an optimal available CDN node.

Aura Managed CDN – Aura Managed CDN is a scalable, turnkey CDN solution designed to provide network operators with CDN capabilities through an infrastructure that is maintained by Akamai. With it, an operator can leverage the same CDN techniques used by Akamai, but on servers that are dedicated to the network operator's services. Operators can deliver multi-screen video services and large objects, plus offer commercial CDN services, relying on Akamai CDN experts and technology for content provisioning, delivery and reporting.

DNS Infrastructure – We offer intelligent recursive DNS platforms built for effective management of DNS traffic in licensed, managed and cloud-based solutions. To improve the subscriber experience, our DNS Infrastructure solutions manage subscriber preferences and enable security and personalization services that are designed for network operators.

Security and Personalization Services (SPS) Used in conjunction with our DNS Infrastructure offerings, Akamai’sWe offer an array of SPS solutions. Our SPS Secure Business offering is designed to enable carriers to sell to their small- and medium-sized business customers easy-to-deploy cyberthreat protection to prevent ransomware, phishing, botnets and zero-day malware attacks. The SPS Secure Consumer product is a cybersecurity solution designed to protect a carrier’s consumer subscribers and IoT devices from phishing, viruses, ransomware and malware. The solution includes parental controls that allow subscribers to tailor Internet access for each family member from a simple web page. Our Secure Business productSPS Reach offering is designed to empower service providers to create in-browser messages that can reach 85% of target audiences within the first 24 hours. Multimedia messages – including surveys, videos and web pages – are delivered to subscribers’ smartphones, tablets and desktop computers.

DNS Infrastructure – We offer intelligent recursive DNS platforms built for effective management of DNS traffic in licensed, managed and cloud-based solutions. To improve subscriber experience, our DNS Infrastructure solutions manage subscriber preferences and enable security and personalization services that are designed for carriers.

Aura Managed CDN – Aura Managed CDN is a scalable, turnkey CDN solution designed to letprovide carriers easily deploy cyberthreat protection to prevent ransomware, phishing, botnets and zero-day malware attacks to their small- and medium-sized business customers.  

Media Delivery Solutions

In recent years, streaming of movies, television and live events has come to represent a significant percentage of trafficwith CDN capabilities through an infrastructure that is maintained by Akamai. With it, an operator can leverage the same CDN techniques used by Akamai, but on the Internet. Providing solutions to handle that media is an important part of our current and future strategy. Our Media Delivery Solutions are designed to enable enterprises to execute their digital media distribution strategies, not only by providing solutions for their volume and global reach requirements but also by improving the end-user experience, boosting reliability and reducing the cost of Internet-related infrastructure. Our offerings include:

Adaptive Delivery – We provide adaptive delivery solutions for streaming video contentservers that are designeddedicated to cope with variable connection speeds, different devicesthe carrier's services. Operators can deliver multi-screen video services and disparate locations around the world.large objects, plus offer commercial CDN services, relying on Akamai CDN experts and technology for content provisioning, delivery and reporting.


Download Delivery – Our download delivery offerings provide accelerated distribution for large file downloads, including games, progressive media (video and audio) files, documents and other file-based content.




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Infinite Media Acceleration – These media delivery acceleration solutions are designed with the goal of bringing broadcast quality TV experiences to broadband.

Media Services – These services help simplify the preparation of online media with integrated transcoding, digital rights management and content packaging designed to enable our customers to quickly and easily deliver live and on-demand content to multiple types of devices and platforms.

Media Analytics – We offer a comprehensive suite of analytics tools to monitor online video viewer experiences and the effectiveness of web software downloads, while measuring audience engagement, and quality of service performance. These solutions are designed to provide actionable and relevant metrics to help businesses understand their entire media workflow from ingest to device through four complementary modules: Quality of Service Monitor, Viewer Diagnostics, Audience Analytics and Download Analytics.

NetStorage – NetStorage is a globally-distributed cloud storage solution for our customers' content that offers automatic geographically-dispersed replication that is architected for resiliency, high availability and real time performance optimization.


Services and Support Solutions


Akamai provides an array of service and support offerings that are designed to assist our customers with integrating, configuring, optimizing and managing our core offerings. Once customers are deployed on our network, they can rely on our professional services experts for customized solutions, problem resolution and 24/7 technical support. Special features available to enterprises that purchase our premium support solution include a dedicated technical account team, proactive service monitoring, custom technical support handling procedures and customized training.


With the increasing focus on security threats, we also offer specialized managed security services to help our customers implement and maintain Akamai cloud security solutions. These services include 24/7 traffic monitoring, configuration assistance, technical security reviews, threat advisories and emergency support for security events.

Our Technology and Network


The Akamai Intelligent Edge Platform provides the technological underpinnings for all of our solutions. We use data generated in connection with each of our servicessolutions to improve and augment the functionality of our overlay network and, in turn, to improve the effectiveness of our other services.solutions. In this approach, insights and learnings are integrated across the broader platform in servicesupport of our entire solution portfolio.


The Akamai Intelligent Edge Platform leverages more than 200,000250,000 servers deployed in more than 1,700nearly 1,500 networks ranging from large, backbone network providers to medium and small Internet service providers, or ISPs, to cable modem and satellite providers to universities and other networks. By deploying servers within a wide variety of networks across more than 130 countries, we are better able to manage and control routing and delivery quality to geographically diverse users. We also have thousands of peering relationships that provide us with direct paths to end-user networks, which reduce data loss, while also potentially giving us more options for delivery at reduced cost.


To make this wide-reaching deployment effective, we use specialized technologies, such as advanced routing, load balancing, data collection and monitoring. Our intelligent routing software is designed to ensure that website visitors experience fast page loading, access to applications and content assembly wherever they are on the Internet and regardless of global or local traffic conditions. Dedicated professionals staff our network operations command center 24 hours a day, seven days a week to monitor and react to Internet traffic patterns and trends. We frequently deploy enhancements to our software globally to strengthen and improve the effectiveness of our network.


Our platform offers flexibility too. Customers can control the extent of their use of Akamai services's technology to scale on demand, using as much or as little capacity of the global platform as they require, to support widely varying traffic and rapid growth without the need for expensive and complex internal infrastructure.


Research and DevelopmentCustomers


Our research and development personnel are continuously undertaking efforts to enhance and improve our existing services, strengthen our network and create new services in response to our customers' needs and market demand. As of December 31, 2017, we had 2,227 research and development employees. Our research and development expenses were $222.4 million, $167.6 million and $148.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. These amounts are net of capitalized costs related to the development of internal-use software used to deliver our services and operate our network. For the years ended December 31, 2017, 2016 and 2015, we capitalized $149.3 million, $124.6 million and


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$105.7 million, respectively, of payroll, payroll-related and external consulting costs related to the development of internal-use software. Additionally, for the years ended December 31, 2017, 2016 and 2015, we capitalized $26.8 million, $21.4 million and $16.7 million, respectively, of stock-based compensation attributable to our research and development personnel.

Industry Segment and Geographic Information

We operate in one industry segment: providing cloud services for delivering, optimizing and securing content and business applications over the Internet. Our revenue derived from operations outside the U.S. was $855.0 million, $720.0 million and $593.0 million, for each of the years ended December 31, 2017, 2016 and 2015, respectively. This represented 34% of our total revenue for the year ended December 31, 2017, 31% of our total revenue for the year ended December 31, 2016 and 27% of our total revenue for the year ended December 31, 2015. No single country outside of the U.S. accounted for 10% or more of our revenue in any such year. See Note 19 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for revenue attributable to the U.S. for the periods presented and for a description of the basis on which we attribute revenue to individual countries.

Our long-lived assets include servers, which are deployed into networks worldwide, in addition to other property and equipment used to support our operations. We had net property and equipment, excluding internal use software, located in the U.S. of $311.7 million, $297.8 million and $298.9 million, for each of the years ended December 31, 2017, 2016 and 2015, respectively. We had net property and equipment, excluding internal use software, located outside of the U.S. of $249.8 million $231.8 million and $227.8 million, for each of the years ended December 31, 2017, 2016 and 2015, respectively.

Customers

As of December 31, 2017,2019, our customers included many of the world's leading corporations, including Adobe, Airbnb, Alibaba, Apple, Autodesk, Bristol Myers Squibb, Cathay Pacific,Capital Group, Carnival Corporation, The Coca-Cola Company, Concur, Crate & Barrel, eBay, Electronic Arts, Epic Games, FedEx, Fidelity Investments, Ford Motor Company, FOX, General Electric, Home Depot, HubSpot,Honda, IKEA, Japan Airlines, JetBlue, Lufthansa, Maersk Transportation & Logistics, Marriott, NBCUniversal, Norwegian Cruise Line, Panasonic, Panera Bread, PayPal, Qantas,Philips, Qualcomm,Rabobank, Rakuten, Salesforce.com, Siemens,Riot Games, Sony Interactive Entertainment, Spotify, Ticketmaster,Telefonica, Toshiba, Turner Broadcasting, Ubisoft, Viacom and Viacom.The Washington Post. We also actively sell to government agencies. As of December 31, 2017,2019, our public sectorpublic-sector customers included the Federal Aviation Administration, the U.S. Census Bureau, the U.S. Department of Defense, the U.S. Postal Service,Department of Labor, the U.S. Department of LaborState and the U.S. Securities and Exchange Commission.Department of the Treasury.


No customer accounted for 10% or more of total revenue for any of the years ended December 31, 2017, 20162019, 2018 and 2015. Six of our customers that are large Internet platform companies: Amazon, Apple, Facebook, Google, Microsoft and Netflix, or our Internet Platform Customers, in aggregate, accounted for 8%, 11% and 17% of our total revenue during the years ended December 31, 2017, 2016 and 2015, respectively.2017. Less than 10% of our total revenue in each of the years ended December 31, 2017, 20162019, 2018 and 20152017 was derived from contracts or subcontracts terminable at the election of the federal government, and we do not expect such contracts to account for more than 10% of our total revenue in 2018.2020.




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Sales, ServiceServices and Marketing


We market and sell our solutions globally through our direct sales and serviceservices organization and through many channel partners including AT&T, Deutsche Telecom, IBM, Microsoft, Orange Business Services and Telefonica Group. In addition to entering into agreements with resellers, we have several other types of sales and marketing focused alliances with entities such as system integrators, application service providers, referral partners and sales agents. By aligning with these partners, we believe we are better able to market our servicessolutions and encourage increased adoption of our technology throughout the industry.


Our sales, serviceservices and marketing professionals are based in locations across the Americas, Europe, the Middle East and Asia and focus on direct and channel sales, sales operations, professional services, account management and technical consulting. As of December 31, 2017,2019, we had 3,5943,639 employees in this organization.these roles.


To support our sales efforts and promote the Akamai brand, we conduct comprehensive marketing programs. Our marketing strategies include an active public relations campaign, print advertisements, online advertisements, participation at trade shows, strategic alliances, ongoing customer communication programs, training and sales support.



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Competition


The market for our servicessolutions is intensely competitive and characterized by rapidly changing technology, evolving industry standards and frequent new product and service innovations. We expect competition for our servicesofferings to increase both from existing competitors and new market entrants. We compete primarily on the basis of:


the performance and reliability of our services;solutions;
return on investment in terms of cost savings and new revenue opportunities for our customers;
reduced infrastructure complexity;
sophistication and functionality of our offerings;
scalability;
security;
ease of implementation and use of service;
customer support; and
price.


We compete with companies offering products and services that address Internet performance problems, including companies that provide Internet content delivery and hosting services, security solutions, technologies used by network operatorscarriers to improve the efficiency of their systems, streaming content delivery services and equipment-based solutions for Internet performance problems, such as load balancers and server switches. Other companies offer online distribution of digital media assets through advertising-based billing or revenue-sharing models that may represent an alternative method for charging for the delivery of content and applications over the Internet. In addition, existing and potential customers may decide to purchase or develop their own hardware, software or other technology solutions rather than rely on a third-party provider like us. Our security solutions compete with those offered by both hardware and software providers, many of externally-managed services like Akamai.which are more established security vendors than we are.


We believe that we compete favorably with other companies in our industry through the global scale of the Akamai Intelligent Edge Platform, which we believe provides the most effective means of meeting the needs of enterprise customers and is unique to us. In our view, we also benefit from the superior quality of our offerings, our customer service and the information we can provide to our customers about their online operations and value.


Proprietary Rights and Licensing


Our success and ability to compete are dependent on developing and maintaining the proprietary aspects of our technology and operating without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright laws and contractual restrictions to protect the proprietary aspects of our technology. As of December 31, 2017,2019, we owned, or had exclusive rights to, more than 330416 U.S. patents covering our technology as well as patents issued by other countries. Our U.S.-issued patents have terms extendable to various dates between 20182020 and 2036.2039. We do not believe that the expiration of any particular patent in the near future would be materialmaterially detrimental to our business. In October 1998, we entered into a license agreement with the Massachusetts Institute of Technology, or MIT, under which we were granted a royalty-free, worldwide exclusive right to use and sublicense the intellectual property rights of MIT under various patent applications and copyrights relating to Internet content delivery technology. We seek to limit disclosure of our intellectual


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property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements with us and by restricting access to our source code.


Employees


As of December 31, 2017,2019, we had 7,6507,724 full-time and part-time employees. Our future success will depend in part on our ability to attract, retain and motivate highly qualified technical, managerial and other personnel for whom competition is intense. Our employees are not represented by any collective bargaining unit. We believe our relations with our employees are good, and we have been acknowledged in respected publications as an excellent place to work.



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Additional Information


Akamai was incorporated in Delaware in 1998, and we have our corporate headquarters at 150145 Broadway, Cambridge, Massachusetts. Our Internet website address is www.akamai.com. We make available, free of charge, on or through our Internet website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto that we have filed or furnished with the Securities and Exchange Commission, or the Commission, as soon as reasonably practicable after we electronically file them with the Commission. We are not, however, including the information contained on our website, or information that may be accessed through links on our website, as part of, or incorporating such information by reference into, this annual report on Form 10-K.


Item 1A.Risk Factors


The following are important factors that could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this annual report on Form 10-K or presented elsewhere by management from time to time.


We may face slowing revenue growth which could negatively impact our profitability and stock price.

The revenue growth rate we have enjoyed in recent years may not continue in future periods and could decline. Our revenue depends on continued growth in demand for our solutions and our ability to maintain the prices we charge for them. Our traditional offerings, particularly our Media and Web Performance solutions, are subject to increasing pricing pressure in certain verticals and geographies due to competition and business conditions affecting many of our customers. This has increased the difficulty of accelerating revenue growth. Our ability to increase our revenue depends on many other factors including how well we can:

retain existing customers and sell new and additional products to them;
attract new customers;
develop and sell new solutions that are attractive to our current and potential customers and not easily replicable by competitors;
address potential commoditization of our delivery-based solutions, which can lead to lower prices and loss of customers to competitors;
counteract multi-vendor policies designed to reduce reliance on any particular provider, such as us;
adapt to changes in our customer contracting models from a committed revenue structure to a "pay-as-you-go" approach, which would make it easier for customers to stop doing business with us;
anticipate and react to changes in usage or adoption rates of the Internet, e-commerce and electronic devices;
handle the impact of competition across our business;
cope with any inability of our customers, particularly commerce, travel and media companies, to continue their operations and spending levels; and
manage the impact of changes in general economic conditions, public health issues (for example, an outbreak of a contagious disease such as the novel coronavirus), natural disasters and public unrest.

A slowing revenue growth rate could negatively impact our profitability and stock price.



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If we are unable to continue to increase the amount of traffic we deliver over our network, it will be difficult to maintain or improve our current level of profitability without impacting our operations.

Maintaining or improving our profitability depends both on our ability to increase our revenue, even with potential challenges discussed above, and limit our expenses. We base our decisions about expense levels and investments on estimates of our future revenue and future anticipated rate of growth; however, many of our expenses are fixed cost in nature for some minimum amount of time so it may not be possible to reduce costs in a timely manner or without incurring fees to exit certain obligations early. In anticipation of higher traffic on our network, we have increased capital expenditures recently and expect to continue doing so in the near term future. As a result, increasing the amount of traffic we deliver is key to profitable revenue growth. Numerous factors can impact traffic growth including:

the pace of introduction of OTT video delivery initiatives by our customers;
the popularity of our customers' streaming offerings as compared to those offered by companies that do not use our solutions;
the pace at which our customers' enterprise applications move from behind the firewall to the cloud;
media and other customers utilizing their own data centers and implementing delivery approaches that limit or eliminate reliance on third party providers like us; and
general economic conditions and industry pressures.

If we are unable to increase revenue and limit expenses, our results of operations would suffer. If we are required to significantly reduce expenses to maintain or improve profitability, such actions may negatively affect our ability to invest in our business for innovation, systems improvement and other initiatives.

If we are unable to compete effectively, our business will be adversely affected.

We compete in markets that are intensely competitive and rapidly changing. Our current and potential competitors vary by size, product offerings, and geographic region and range from start-ups that offer solutions competing with a discrete part of our business to large technology or telecommunications companies that offer, or may be planning to introduce, products and services that are broadly competitive with what we do. The primary competitive factors in our market are: differentiation of technology, global presence, quality of solutions, customer service, technical expertise, security, ease-of-use, breadth of services offered, price, and financial strength. Our competitors include some of our current partners and customers.
Many of our current and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, broader product portfolios, longer operating histories, greater brand recognition and more established relationships in the industry than we do. As a result, some of these competitors may be able to:

develop superior products or services;
enter new markets more easily;
gain greater market acceptance for their products and services;
expand their offerings more efficiently and more rapidly;
bundle their products that are competitive with ours with other solutions they offer in a way that makes our offerings less appealing to current and potential customers;
more quickly adapt to new or emerging technologies and changes in customer requirements;
take advantage of acquisition, investment and other opportunities more readily;
offer lower prices than ours;
spend more money on the promotion, marketing, and sales of their products and services; and
spend more money on research and development, including offering higher salaries to talented professionals which may impact our ability to hire or retain engineering and other personnel.


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Smaller and more nimble competitors may be able to:

attract customers by offering less sophisticated versions of products and services than we provide at lower prices than those we charge;
develop new business models that are disruptive to us;
in some cases, use funds from recent initial public offerings or private financings to strengthen their business to enable them to better compete with us; and
respond more quickly than we can to new or emerging technologies, changes in customer requirements, and market and industry developments, resulting in superior offerings.

Ultimately, any type of increased competition could result in price and revenue reductions, loss of customers and loss of market share, each of which could materially impact our business, profitability, financial condition, results of operations and cash flows.

If current and potential large customers shift to hardware-based or other DIY internal solutions, our business will be negatively impacted.

We are reliant on large media and other customers to direct significant amounts of traffic to our network for a significant part of our revenues. In the past, some of those customers have determined that it is better for them to employ a “do-it-yourself” or “DIY” strategy by putting in place equipment, software, and other technology solutions for content and application delivery and security protection within their internal systems instead of using Akamai solutions for some or all of their needs. Essentially, this is another form of competition for us. As the amount of money a customer spends with us increases, the risk that they will seek alternative solutions such as DIY or a multi-vendor policy likewise increases. If additional large customers shift to this model, traffic on our network and our contracted revenue commitments would decrease, which would negatively impact our business, profitability, financial condition, results of operations and cash flows.

If we do not continue to innovate, make sound investments that bring positive returns, and develop profitable products andnew solutions that are attractive to existingenterprises, our revenues and potential customers, our operating results may suffer.could be adversely affected.


We have been in business for nearly two decades and consider ourselves pioneers in the development of content and application delivery and security solutions. As the information technology industry evolves, however, it may become increasingly difficult for us to maintain a technological advantage in business areas where we have historically placed our focus. In particular, our traditional offerings, particularly our media and website delivery services, could face more intense competition as competitors or even current or former customers seek to replicate them such that we must lower the prices we charge, reducing the profitability of such offerings, or risk losing such business.

ItInnovation is therefore, also important to our revenue growth and profitability that we enter into new business areas that present significant value-generating investment opportunities. This requires investing in business areas that can potentially provide positive returns and developing or acquiring innovative, high-margin solutions, including in areas such as enterprise security and digital performance management.profitability. We must do sodevelop new solutions that customers want to purchase in a rapidly-changing technology environment where it can be difficult to anticipate the needs of potential customers whereand competitors may develop products and services that are or may be viewed as, better than ours and where it can be costly to acquire other companies.also developing new solutions. The process of developing new solutions is complex, lengthy, and uncertain; we must commit significant resources to developing new services or features without knowing whether our investments will result in solutions the market will accept, and we may choose to invest in business areas for which a viable market for our products does not ultimately develop. This could cause our expenses to grow more rapidly than our revenue. There is often a lengthy period between commencingSimilarly, trying to innovate through acquisition can be costly and with uncertain prospects for success. If we choose to cut research and development initiativesexpenses to increase our profitability, investment in innovation could suffer and bringinglimit our development of new or improved solutions to market. During this time, technology preferences, customer demand and the market for our solutions, or those introduced by our competitors, may move in directions that we had not anticipated when we decided to pursue such initiatives. Furthermore, we may not successfully execute our technology initiatives because of errors in planning, timing or execution, technical or operational hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources.

products. Failure to invest in areas that can potentially provide a positive return or to adequately develop, on a cost-effective basis, innovative new or enhanced solutions that are attractive to customers and profitable to us and inability to keep pace with rapid technological and market changes could have a material detrimental effect on our business, results of operations, financial condition and cash flows.


Slower traffic growth on our networkWe and numerousthe other factorscompanies that compete in this industry and these markets experience continually shifting business relationships, commercial focuses and business priorities, all of which occur in reaction to industry and market forces and the emergence of new opportunities. These shifts have led or could cause our revenue growth rate to slow and profitability to decline.

During the past twenty years, we have diversified our business from a media-dominated CDN by becoming a leading supplier of web and security products and services for a broad range of customers in myriad industries. Nevertheless, increasing traffic on our network remains keylead to our revenue growthcustomers or partners becoming our competitors; network suppliers no longer seeking to work with us; and profitability. Numerous factors can impact traffic growth including:

the pace of introduction of over-the-top (often referred to as OTT) video delivery initiatives by our customers;
the popularity of our customers' streaming offerings as compared to those offered bylarge technology companies that dopreviously did not useappear to show interest in the markets we seek to address entering into those markets as our services;
the pace at which our customers' enterprise applications move from behind the firewallcompetitors. With this constantly changing environment, we may face operational difficulties in adjusting to the cloud;


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media and other customers utilizing their own data centers and implementing delivery approaches that limitchanges or eliminate reliance on third party providers like us; and
macro-economic market and industry pressures.

We base our decisions about expense levels and investments on estimates of our future revenue and future anticipated rate of growth. In addition, many of our expenses are fixed cost in nature for some minimum amount of time so it may not be possible to reduce costs in a timely manner or without the payment of fees to exit certain obligations early. If we experience slower traffic growth on our network than we expect or than we have experienced in recent years, our revenue growth rate will slow, and we may not be able to maintain our current level of profitability in 2018 or on a quarterly or annual basis thereafter.

Our profitability may also decline in future periods as a result of a number of other factors unrelated to traffic growth, including:

inability to increase sales of our core services and advanced features;
pricing pressure on our solutions;
failure of our new products and services, including our enterprise security and digital performance management solutions, to achieve sufficient market acceptance given our investment to develop them;
increased headcount expenses;
changes in our customers' business models that we do not fully anticipate or that we fail to address adequately; and
increased reliance by customers on our secure socket layer, or SSL, network which is more expensive to maintain and operate.

If we are unable to compete effectively, our business will be adversely affected.

We compete in markets that are intensely competitive and rapidly changing. Our current and potential competitors vary by size, product and service offerings, and geographic region and range from start-ups that offer solutions competing with a discrete part of our business to large technology or telecommunications companies that offer, or may be planning to introduce, products and services that are broadly competitive with what we do. The primary competitive factors in our market are: excellence of technology, global presence, customer service, technical expertise, security, ease-of-use, breadth of services offered, price and financial strength. Competitors include some of our current partners and customers.

Many of our current and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, broader product portfolios, longer operating histories, greater brand recognition and more established relationships in the industry than we do. As a result, somestrategies could become obsolete. Any of these competitors may be able to:developments could harm our business.


develop superior products or services, gain greater market acceptance, enter new markets more easily, and expand their service offerings more efficiently or more rapidly;
combine their products that are competitive with ours with other solutions they offer in a way that makes our offerings less appealing to current and potential customers;
adapt to new or emerging technologies and changes in customer requirements more quickly;
take advantage of acquisition, investment and other opportunities more readily;
adopt more aggressive pricing policies and allocate greater resources to the promotion, marketing, and sales of their services; and
dedicate greater resources to the research and development of their products and services.

Smaller and more nimble competitors may be able to:

attract customers by offering less sophisticated versions of services than we provide at lower prices than those we charge;
develop new business models that are disruptive to us; and
respond more quickly than we can to new or emerging technologies, changes in customer requirements and market and industry developments, resulting in superior offerings.

Existing and potential customers may not purchase our services, or may limit their use of them, because they:

pursue a "do-it-yourself" approach by putting in place equipment, software and other technology solutions for content and application delivery within their internal systems;
enter into relationships directly with network providers instead of relying on an overlay network like ours; or
implement multi-vendor policies to reduce reliance on external providers like us.


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Ultimately, increased competition of all types could result in price and revenue reductions, loss of customers and loss of market share, each of which could materially impact our business, profitability, financial condition, results of operations and cash flows.

We may be unable to replace lost revenue due to customer cancellations, renewals at lower rates or other less favorable terms.

It is key to our profitability that we offset lost committed recurring revenue due to customer cancellations, terminations, price reductions or other less favorable terms by adding new customers, sellng more high-margin services, features and functionalities to existing customers and increasing traffic usage by all customers. Some customers may elect not to renew and others may renew at lower prices, lower committed traffic levels, or for shorter contract lengths. Historically, a significant percentage of our renewals, particularly with larger customers, has led to unit price declines as competition has increased and the market for certain parts of our business has matured. Our renewal rates may decline as a result of a number of factors, including competitive pressures, customer dissatisfaction with our services, customers' inability to continue their operations and spending levels, the impact of multi-vendor policies, customers implementing or increasing their use of in-house technology solutions and general economic conditions. In addition, our customer contracting models may change to move away from a committed revenue structure to a "pay-as-you-go" approach. The absence of a commitment would make it easier for customers to stop doing business with us, which would negatively impact revenue.

SecurityCybersecurity breaches and attacks on our platformus, as well as steps we need to take to prevent them, could lead to significant costs and disruptions that could harm our business, financial results and reputation.


Our business is dependent on providingThe Akamai Intelligent Edge network transmits and stores both our customers with fast, efficient and reliable distribution of applications and content over the Internet. We transmit and store our customers' information, data, and encryption keys as well as our own;keys; customer information and data may, in turn, include individual data of and about their customers.individual end-users. Maintaining the security of the information we hold and availability of our services,solutions, network and internal IT systems, and the securitywhich include hundreds of information we holdthousands of servers, is a critical issue for us and our customers. AttacksInternet-based attacks on our customers and our own network are frequent, rapidly evolving and take a variety of forms, including DDoS attacks, infrastructure attacks, botnets, malicious


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file uploads, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms and malicious software programs. Malicious actors canalso attempt to fraudulently induce employees or suppliers to disclose sensitive information through illegal electronic spamming, phishing or other tactics. In addition, unauthorized parties may attempt to gain physical access to our facilities in order to infiltrate our internal-use information systems. Cyberthreats are constantly evolving, increasing the difficulty of detecting and successfully defending against them.


In recent years, Internet-based attacks have increasedMoreover, the complexities in size, sophisticationmanaging the security profile of a distributed network with vast scale and complexity, increasing exposure for our customers and us. In addition, as we expand our emphasis on selling security-related solutions, we may become a more attractive target for attacks on our infrastructure intendedgeographic reach that evolves to destabilize, overwhelm or shut down our platform. The costs toincorporate new capabilities expose us to avoidboth known and unknown vulnerabilities. These vulnerabilities, resident in either software or alleviate cyber or other security problems and vulnerabilities are significant. However, our efforts to address these problemsconfigurations, may not be successful. Any significant breachpersist for extended periods of our security measures could:

lead to the dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers – including personally identifiable information of individuals involved with our customers;
threaten our ability to provide our customers with our services;
generate negative publicity about us;
result in litigation and increased legal liability or fines; or
lead to governmental inquiry or oversight.

The occurrence of any of these events could harm our business or damage our brand and reputation, lead to customer credits, loss of customers, higher expenses, and possibly impede our present and future success in retaining and attracting new customers. A successful assault on our infrastructure would be damaging to our reputation and could adversely affect our financial condition.

time. Similar security risks exist with respect to acquired companies, our business partners and the third-party vendors that we rely on for aspects of our information technology support services and administrative functions. As a result, we are subject to the riskrisks that the activities of our business partners and third-party vendors may adversely affect our business even if an attack or breach does not directly impacttarget our systems.



To defend against security threats to our internal IT systems and cloud-based services, we must continuously engineer more secure solutions, enhance security and reliability features, improve the deployment of software updates to address security vulnerabilities, develop mitigation technologies that help to secure customers from attacks, and maintain the digital security infrastructure that protects the integrity of our network, products, and services. This is frequently costly, with a negative impact on near-term profitability. We may need to increase our spending in the future; these costs could reduce our operating margin.

Breaches of our facilities, network, or data security could disrupt the security of our systems and business applications, impair our ability to provide solutions to our customers and protect their data, result in product development delays, compromise confidential or technical business information, thereby harming our reputation or competitive position, result in theft or misuse of our intellectual property or other assets, expose us to lawsuits, fines or other penalties under privacy laws and other regulations, require us to allocate more resources to improved technologies, or otherwise adversely affect our business. Any of these occurrences could have a material detrimental effect on our business, results of operations, financial condition and cash flows.

Evolving privacy, content and other regulations could negatively impact our profitability and business operations.

Laws and regulations that apply to the Internet related to privacy, security requirements, data localization, and restrictions on social media or other content could pose risks to our revenues, intellectual property, and customer relationships as well as increase expenses or create other disadvantages to our business. Interpretations of laws or regulations that would subject us to regulatory supervision or, in the alternative, require us to exit a line of business or a country, could lead to loss of significant revenues and have a negative impact on the quality of our solutions.

Privacy laws are rapidly proliferating, changing and evolving globally. Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. New laws, such as the European Union General Data Protection Regulation, or GDPR, and the California Consumer Privacy Act of 2018, or CCPA, and industry self-regulatory codes have been enacted and more laws are being considered that may affect how we use data generated from our network as well as our ability to reach current and prospective customers, understand how our solutions are being used and respond to customer requests allowed under the laws. Any perception that our business practices, our data collection activities or how our solutions operate represent an invasion of privacy, whether or not consistent with current regulations and industry practices, may subject us to public criticism (or boycotts), class action lawsuits, reputational harm, or claims by regulators, industry groups or other third parties, all of which could disrupt our business and expose us to liability. Compliance with GDPR and other laws may be administratively difficult and expensive.

Engineering efforts to build new capabilities to facilitate compliance with data localization, privacy, law enforcement access requirements, or other regulations could require us to take on substantial expense and the divert engineering resources from other projects. We might experience reduced demand for our offerings if we are unable to engineer products that meet our legal duties or help our customers meet their obligations under the GDPR, the CCPA, or other data regulations, or if the changes we implement to comply with such laws and regulations make our offerings less attractive.

Our ability to leverage the data generated by our global network of servers is important to the value of many of the solutions we offer, our operational efficiency and future product development opportunities. Our ability to use data in this way may be constrained by regulatory developments. Compliance with applicable laws and regulations regarding personal data may require changes in services, business practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or greater difficulty in competing with foreign-based firms. Compliance with data regulations might limit our



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Weability to innovate or offer certain features and functionality in some jurisdictions where we operate. Failure to comply with existing or new rules may have insufficient transmission and co-location space, which could result in disruptionssignificant penalties or orders to stop the alleged noncompliant activity, as well as negative publicity and diversion of management time and effort.

Although we take steps intended to improve the security controls across our servicesbusiness groups and geographies, our security controls over personal data, our training of employees and third parties on data security, and other practices we follow may not prevent the improper disclosure or misuse of customer or end user data we store and manage. Improper disclosure or misuse of personal data could harm our reputation, lead to legal exposure to end customers or end users, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue.


We face risks associated with global operations that could harm our business.

A significant portion of our revenue growth in recent quarters has been attributable to revenue gains outside the United States. Our operations are dependent in part upon transmission capacity providedforeign countries subject us to risks (in addition to the regulatory risks discussed above) that may increase our costs, make our operations less efficient and require significant management attention. These risks include:

uncertainty regarding liability for content or services;
loss of revenues if the U.S. or foreign governments impose limitations on doing business with significant current or potential customers;
adjusting to different employee/employer relationships and different regulations governing such relationships;
corporate and personal liability for alleged or actual violations of laws and regulations;
difficulty in staffing, developing and managing foreign operations as a result of distance, language and cultural differences;
theft of intellectual property in high-risk countries where we operate;
difficulties in transferring funds from, or converting currencies in, certain countries;
managing the costs and processes necessary to comply with export control, sanctions, anti-corruption, data protection and competition laws and regulations;
reliance on channel partners over which we have limited control or influence on a day-to-day basis; and
potentially adverse tax consequences.

To continue to grow our revenues generated outside the United States, we will likely need to increase our reliance on resellers, systems integrators, and other strategic partners and to leverage those relationships to expand our distribution channels. We have not always been successful at developing these relationships due to the complexity of our solutions, our historical reliance on an internal sales force, and other factors. Our failure to maintain and increase the number and quality of relationships with channel partners, and any inability to successfully execute on the partnerships we initiate, could significantly impede our revenue growth prospects in the short and long term.

Geo-political events such as the United Kingdom's withdrawal from the European Union, commonly referred to as Brexit, may increase the likelihood of certain of these risks materializing or heighten their impact on us in affected regions. In particular, it is possible that the level of economic activity in the United Kingdom and the rest of Europe will be adversely impacted and that we will face increased regulatory and legal complexities, including those related to tax, trade, security and employee relations as a result of Brexit. Such changes could be costly and potentially disruptive to our operations and business relationships in affected regions. Trade disputes, unrest and other political activity, as well as public health issues (for example, an outbreak of a contagious disease such as the novel coronavirus), safety issues, natural disasters or general economic or political factors that disrupt our customers' businesses or our own operations could negatively impact our revenue and ability to offer services in impacted countries.

We entered into a Non-Prosecution Agreement with the U.S. Securities and Exchange Commission, or the Commission, in June 2016 in connection with resolution of an investigation relating to sales practices in a country outside the U.S. In the event we violate the terms of this Non-Prosecution Agreement, we could be subject to additional investigation or enforcement by third party telecommunications network providersthe Commission or the Department of Justice. Although we have implemented policies and accessprocedures designed to co-location facilities to house our servers. Thereensure compliance with the Non-Prosecution Agreement and relevant laws and regulations, there can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly those under cyber-attack. The bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, network providers going out of business, natural disasters, networks imposing traffic limits,employees, contractors or governments adopting regulations that impact network operations. In some regions, network providers may choose to compete with us and become unwilling to sell us adequate transmission capacity at fair market prices. This risk is heightened where market power is concentrated with oneagents will not violate our policies or a few major networks. We also may be unable to move quickly enough to augment capacity to reflect growing traffic or security demands. Failure to put in place the capacity we requireapplicable laws. Any such violations could result in fines and penalties, criminal sanctions against us or our employees and prohibitions on the conduct of our business and on our ability to


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offer our solutions in one or more countries. They could also materially affect our brand or reputation, our global operations, any international expansion efforts, our ability to attract and retain employees, our business overall, and our financial results.

Fluctuations in foreign currency exchange rates affect our operating results in U.S. dollar terms.

Revenue generated and expenses incurred by our international subsidiaries are often denominated in the currencies of the local countries. As a reductionresult, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions in non-functional currencies. While we have implemented a foreign currency hedging program to mitigate transactional exposures, there is no guarantee that such program will be effective.

Defects or disruptiondisruptions in our products and IT systems could require us to increase spending on upgrading systems, diminish demand for our solutions or subject us to substantial liability.

Our solutions are highly complex and are designed to be deployed in and across numerous large and complex networks that we do not control. From time to time, we have needed to correct errors and defects in the software that underlies our platform that have given rise to service incidents or otherwise impacted our operations. We have also experienced customer dissatisfaction with the quality of some of our media delivery and other services, which has led to loss of business and could lead to loss of customers in the future. While we have robust quality control processes in place, there may be additional errors and defects in our software that may adversely affect our operations. We may not have in place adequate quality assurance procedures to ensure that we detect errors in our software in a timely manner, and we may have insufficient resources to efficiently address multiple service incidents happening simultaneously or in rapid succession. If we are unable to efficiently and cost-effectively fix errors or other problems that may be identified and improve the quality of our solutions or systems, or if there are unidentified errors that allow persons to improperly access our services or systems, we could experience loss of revenue and market share, damage to our customersreputation, increased expenses, delayed payments and ultimatelybe exposed to legal actions by our customers.

Our business relies on our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial reporting and control systems. All of these systems have become increasingly complex due to the diversification and complexity of our business, acquisitions of new businesses with different systems, and increased regulation over controls and procedures. As a loss of those customers.result, these systems could generate errors that impact traffic measurement or invoicing, revenue recognition and financial forecasting. We will need to continue to upgrade and improve our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial systems, procedures and controls. These upgrades and improvements may be difficult and costly. If we are unable to adapt our systems and organization in a timely, efficient and cost-effective manner to accommodate changing circumstances, our business may be adversely affected.


Acquisitions and other strategic transactions we complete could result in operating difficulties, dilution, diversion of management attention and other harmful consequences that may adversely impact our business and results of operations.


We expect to continue to pursue acquisitions and other types of strategic relationships that involve technology sharing or close cooperation with other companies. Acquisitions and other complex transactions are accompanied by a number of risks, including the following:


difficulty integrating the technologies, operations and personnel of acquired companies;businesses;
potential disruption of our ongoing business;
potential distraction of management;
diversion of business resources from core operations;
financial consequences including an increase in operating expenses and other dilutive effects on our earnings;
assumption of legal risks related to the transactions;compliance with laws, including privacy and anti-corruption regulations;
failure to realize synergies or other expected benefits;
acquisition of IT systems that expose us to cybersecurity risks;
increased accounting charges such as impairment of goodwill or intangible assets, amortization of intangible assets acquired and a reduction in the useful lives of intangible assets acquired; and


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potential unknown liabilities associated with acquired businesses.


Any inability to integrate completed acquisitions or combinations in an efficient and timely manner could have an adverse impact on our results of operations. If we use a significant portion of our available cash to pay for acquisitions that are not successful, it could harm our balance sheet and limit our flexibility to pursue other opportunities without having enjoyed the intended benefits of the acquisition. As we complete acquisitions, we may encounter difficulty in incorporating acquired technologies into our offerings while maintaining the quality standards that are consistent with our brand and reputation. If we are not successful in completing acquisitions or other strategic transactions that we may pursue in the future, we may incur substantial expenses and devote significant management time and resources without a successful result. Future acquisitions could require use of substantial portions of our available cash or result in dilutive issuances of securities. Technology sharing or other strategic relationships we enter into may give rise to disputes over intellectual property ownership, operational responsibilities and other significant matters. Such disputes may be expensive and time-consuming to resolve.

The information technology industry and the markets in which we compete are constantly evolving, which makes our future business strategies, practices and results difficult to predict.

The information technology industry and the markets in which we compete have grown significantly over the life of our company and continue to evolve rapidly in response to new technological advances, changing business models and other factors. We and the other companies that compete in this industry and these markets experience continually shifting business relationships, commercial focuses and business priorities, all of which occur in reaction to industry and market forces and the emergence of new opportunities. These shifts have led or could lead to:

our customers or partners becoming our competitors;
our network suppliers becoming partners with us or, conversely, no longer seeking to work with us;
our working more closely with hardware providers;
large technology companies that previously did not appear to show interest in the markets we seek to address entering into those markets as competitors; and
needing to expand into new lines of business or to change or abandon existing strategies.



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The Internet itself is constantly evolving. There could develop an inflection point above which global usage of the Internet increases to a level that causes our current approaches to the delivery of content and applications to no longer be sustainable at current levels of profitability or at all. We also need to continue to manage successfully the transition from the IPv4 protocol to IPv6.

With this constantly changing environment, our future business strategies, practices and results may be difficult to predict, and we may face operational difficulties in adjusting to the changes. Any of these developments could harm our business.

Our operating results can be impacted by the actions and business life cycles of a small number of large customers.

Historically, our operating results have been subject to fluctuations due to our dependence on several large customers, particularly media companies, for a significant portion of our revenues. The amount of traffic we deliver on behalf of those customers can vary significantly based on decisions they make about their businesses, including whether to start or delay new business initiatives, build out their own networks to handle delivery, or implement or maintain multiple vendor strategies. These approaches can change rapidly and unpredictably. While we believe that we will be less reliant on individual customers in the future, we are likely to continue to face some uncertainty in forecasting our revenues as they relate to these customers from quarter to quarter or over longer periods. We could also experience inconsistent revenue growth patterns and earnings as a result of the behavior of these customers.


Our failure to effectively manage our operations as our business evolves could harm us.


Our future operating results will depend on our ability to manage our operations. As a result of the diversification of our business, personnel growth, increased usage of alternative working arrangements, acquisitions and international expansion in recent years, many of our employees are now based outside of our Cambridge, Massachusetts headquarters; however, most key management decisions are made by a relatively small group of individuals based primarily at our headquarters. If we are unable to appropriately increase management depth, enhance succession planning and decentralize our decision-making at a pace commensurate with our actual or desired growth rates, we may not be able to achieve our financial or operational goals. It is also important to our continued success that we hire qualified personnel, properly train them and manage out poorly-performing personnel, all while maintaining our corporate culture and spirit of innovation. If we are not successful in these efforts, our growth and operations could be adversely affected.

As our business evolves, we must also expand and adapt our IT and operational infrastructure. Our business relies on our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial reporting and control systems. All of these systems have become increasingly complex due to the diversification and complexity of our business, acquisitions of new businesses with different systems and increased regulation over controls and procedures. As a result, these systems could generate errors that impact traffic measurement or invoicing. We will need to continue to upgrade and improve our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial systems, procedures and controls. These upgrades and improvements may be difficult and costly. If we are unable to adapt our systems and organization in a timely, efficient and cost-effective manner to accommodate changing circumstances, our business may be adversely affected.


Our restructuring and reorganization activities may be disruptive to our operations and harm our business.


Over the past several years, we have implemented internal restructurings and reorganizations designed to reduce the size and cost of our operations, improve operational efficiencies, enhance our ability to pursue market opportunities and accelerate our technology development initiatives. We may take similar steps in the future as we seek to realize operating synergies, optimize our operations to achieve our target operating model and profitability objectives, respond to market forces, or better reflect changes in the strategic direction of our business. Disruptions in operations may occur as a result of taking these actions. Taking these actions may also result in significant expense for us, including with respect to workforce reductions, as well as decreased productivity due to employee distraction and unanticipated employee turnover. Substantial expense or business disruptions resulting from restructuring and reorganization activities could adversely affect our operating results.


If we are unable to retain our key employees and hire and retain qualified sales, technical, marketing and support personnel, our ability to compete could be harmed.


Our future success depends upon the services of our executive officers and other key technology, sales, marketing and support personnel who have critical industry experience and relationships. There is significant competition for talented individuals in the regions in which our primary offices are located, which affects both our ability to retain key employees and hire new ones. In making employment decisions, particularly in our industry, job candidates and current personnel often


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consider the value of stock-based compensation. In recent years, we have increasingly linked compensation levels to corporate performance metrics. Declines in the price of our stock or failure to achieve annual revenue and profitability metrics could adversely affect our ability to attract or retain key employees.

None of our officers or key employees is bound by an employment agreement for any specific term. Membersterm, and members of our senior management team have left Akamai over the years for a variety of reasons, and we cannot be certain that there will not be additional departures, which may be disruptive to our operations and detrimental to our future outlook.reasons. The loss of the services of any of our key employees or our inability to attract and retain new talent could hinder or delay the implementation of our business model and the development and introduction of, and negatively impact our ability to sell, our services.

Our stock price has been, and may continue to be volatile, and your investment could lose value.

The market price of our common stock has been volatile. Trading prices may continue to fluctuate in response to a number of events and factors, including the following:

quarterly variations in operating results;
announcements by our customers related to their businesses that could be viewed as impacting their usage of our solutions;
market speculation about whether we are a takeover target or considering a strategic transaction;
activism by any single large stockholder or combination of stockholders;
changes in financial estimates and recommendations by securities analysts;
failure to meet the expectations of securities analysts;
purchases or sales of our stock by our officers and directors;
macro-economic factors;
repurchases of shares of our common stock;
successful cyber-attacks against our network or systems;
performance by other companies in our industry; and
geopolitical conditions such as acts of terrorism or military conflicts.

Furthermore, our revenue, particularly that portion attributable to usage of our services beyond customer commitments, can be difficult to forecast, and, as a result, our quarterly operating results can fluctuate substantially. This concern is particularly acute with respect to our media and commerce customers for which holiday sales are a key but unpredictable driver of usage of our services. In the future, our customer contracting models may change to move away from a committed revenue structure to a "pay-as-you-go" approach. The absence of a minimum revenue commitment would make it easier for customers to stop doing business with us, which would create additional challenges with our forecasting processes. Because a significant portion of our cost structure is largely fixed in the short-term, revenue shortfalls tend to have a disproportionately negative impact on our profitability. If we announce revenue or profitability results that do not meet or exceed our guidance or make changes in our guidance with respect to future operating results, our stock price may decrease significantly as a result.

Any of these events, as well as other circumstances discussed in these Risk Factors, may cause the price of our common stock to fall. In addition, the stock market in general, and the market prices of stock of publicly-traded technology companies in particular, have experienced significant volatility that often has been unrelated to the operating performance of such companies. These broad stock market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

Actions of activist stockholders could be distracting to us, cause us to incur significant expenses and impact the trading value of our common stock.
Responding to actions by activist stockholders could be distracting to our Board of Directors, executives and our other employees. Such activities may also require us to incur significant legal and other advisor fees and public relations costs. Perceived uncertainty as to our future direction could affect customer and investor sentiment, resulting in longer sales cycles, employee retention and hiring challenges, and volatility in the price of our common stock.

We face risks associated with global operations that could harm our business.

We have operations in numerous foreign countries and may continue to expand our operations internationally. As a result, we are increasingly subject to a number of risks associated with international business activities that may increase our costs, make our operations less efficient and require significant management attention. These risks include:



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regulations related to security requirements, data localization or restricting content that could pose risks to our intellectual property, increase the cost of doing business in a country or create other disadvantages to our business;
interpretations of laws or regulations that would subject us to regulatory supervision or, in the alternative, require us to exit a country, which could have a negative impact on the quality of our services or our results of operations;
uncertainty regarding liability for content or services;
adjusting to different employee/employer relationships and different regulations governing such relationships;
corporate and personal liability for alleged or actual violations of laws and regulations;
difficulty in staffing, developing and managing foreign operations as a result of distance, language and cultural differences;
currency exchange rate fluctuations and limitations on the repatriation and investment of funds;
difficulties in transferring funds from, or converting currencies in, certain countries;
reliance on channel partners over which we have limited control or influence on a day-to-day basis; and
potentially adverse tax consequences.

Geo-political events such as the United Kingdom's pending withdrawal from the European Union, commonly referred to as Brexit, may increase the likelihood of certain of these risks materializing or heighten their impact on us in affected regions. In particular, it is possible that the level of economic activity in the United Kingdom and the rest of Europe will be adversely impacted and that we will face increased regulatory and legal complexities, including those related to tax, trade, security and employee relations as a result of Brexit. Such changes could be costly and potentially disruptive to our operations and business relationships in affected regions.

In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous, rapidly-changing and sometimes conflicting laws and regulations include, among others:

internal control and disclosure rules;
data protection, privacy and filtering regulations and requirements;
anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and local laws prohibiting corrupt payments to governmental officials; and
antitrust and competition regulations.

We entered into a Non-Prosecution Agreement with the Commission in June 2016 in connection with the previously-disclosed investigation relating to sales practices in a country outside the U.S. In the event we violate the terms of this Non-Prosecution Agreement, we could be subject to additional investigation or enforcement by the Commission or the Department of Justice. Although we have implemented policies and procedures designed to ensure compliance with the Non-Prosecution Agreement and relevant laws and regulations, there can be no assurance that our employees, contractors or agents will not violate our policies or applicable laws. Any such violations could result in fines and penalties, criminal sanctions against us or our employees and prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries. They could also materially affect our brand, our global operations, any international expansion efforts, our ability to attract and retain employees, our business overall and our financial results.

Defects or disruptions in our services could diminish demand for our solutions or subject us to substantial liability.

Our services are highly complex and are designed to be deployed in and across numerous large and complex networks that we do not control. From time to time, we have needed to correct errors and defects in the software that underlies our services and platform that have given rise to service incidents or otherwise impacted our operations. We have also experienced customer dissatisfaction with the quality of some of our media delivery and other services, which has led to loss of business and could lead to loss of customers in the future. While we have robust quality control processes in the place, there may be additional errors and defects in our software that may adversely affect our operations. We may not have in place adequate quality assurance procedures to ensure that we detect errors in our software in a timely manner, and we may have insufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession. If we are unable to efficiently and cost-effectively fix errors or other problems that may be identified and improve the quality of our services or systems, or if there are unidentified errors that allow persons to improperly access our services or systems, we could experience loss of revenue and market share, damage to our reputation, increased expenses, delayed payments and legal actions by our customers.



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Government regulation is evolving, and unfavorable changes could harm our business.

Laws and regulations that apply to communications and commerce over the Internet are becoming more prevalent. In particular, domestic and foreign government attempts to regulate the operation of the Internet could negatively impact our business. It is unclear whether potential changes to regulations previously adopted by the U.S. Federal Communications Commission that govern certain aspects of the operation of the Internet (such as content blocking and throttling and paid prioritization) will be adopted and, if adopted, how they would apply to content delivery network providers like us. It is also uncertain how future regulatory and legislative initiatives or changes will impact our business.

Increasing regulatory focus on privacy issues and expanding laws and regulations could expose us to increased liability.

Privacy laws, including the European Union General Data Protection Regulation, or GDPR, are rapidly changing and evolving globally. Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. New laws and industry self-regulatory codes have been enacted and more are being considered that, like the GDPR, may affect our ability to reach current and prospective customers, to understand how our products and services are being used, and to respond to customer requests allowed under the laws, and how we use data generated from our network. Any perception that our business practices, data collection activities or how our services operate represent an invasion of privacy, whether or not consistent with current regulations and industry practices, may subject us to public criticism (or boycotts), class action lawsuits, reputational harm or claims by regulators, industry groups or other third parties, all of which could disrupt our business and expose us to increased liability. Compliance with GDPR may be administratively difficult and expensive.

Over the past several years, the regulatory landscape governing the transfer of covered personal data from Europe to the United States has seen sweeping changes. Currently, we have in place U.S.-European Union and U.S. Swiss Privacy Shield Frameworks to legally transfer covered personal data from Europe to the United States, but their legitimacy may continue to be subject to challenge and review. Any changing or new requirements or rulings by the European Commission or EU member jurisdictions may impact our services or subject us to sanctions, including fines and a prohibition on data transfers, by EU data protection regulators. Furthermore, any continued or new judicial challenges or reviews may result in new, modified or inconsistent standards or requirements for the transfer of personal data, which could result in increased regulation, cost of compliance and limitations on data transfer for us and our customers. These developments could harm our business, financial condition and results of operations.

We also have a publicly-available privacy policy concerning our collection, use and disclosure of user data. Any failure, or perceived failure, by us to comply with our posted privacy policy could result in damage to our reputation or proceedings or actions against us, which could potentially have an adverse effect on our business.


We may need to defend against patent or copyright infringement claims, which would cause us to incur substantial costs or limit our ability to use certain technologies in the future.


As we expand our business and develop new technologies, products and services, we mayhave become increasingly subject to intellectual property infringement and other claims including those that may arise under international laws. In many cases, weand related litigation. We have also agreed to indemnify our customers and channel and strategic partners if our servicessolutions infringe or misappropriate specified intellectual property rights; therefore,as a result, we have been and could again become involved in litigation or claims brought against customers or channel or strategic partners if our servicessolutions or technology are the subject of such allegations. Any litigation or claims, whether or not valid, brought against us or pursuant to which we indemnify our customers or channel or strategic partners could result in substantial costs and diversion of resources and require us to do one or more of the following:


cease selling, incorporating or using features, functionalities, products or services that incorporate the challenged intellectual property;
pay substantial damages and incur significant litigation expenses;


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obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or
redesign products or services.


If we are forced to take any of these actions, our business may be seriously harmed.



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Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.


We rely on a combination of patent, copyright, trademark and trade secret laws and contractual restrictions on disclosure to protect our intellectual property rights. These legal protections afford only limited protection. We have previously brought lawsuits against entities that we believed were infringing our intellectual property rights but have not always prevailed. Such lawsuits can be expensive and require a significant amount of attention from our management and technical personnel, and the outcomes are unpredictable. Monitoring unauthorized use of our servicessolutions is difficult, and we cannot be certain that the steps we have taken or will take will prevent unauthorized use of our technology. Furthermore, we cannot be certain that any pending or future patent applications will be granted, that any future patent will not be challenged, invalidated or circumvented, or that rights granted under any patent that may be issued will provide competitive advantages to us. If we are unable to protect our proprietary rights from unauthorized use, the value of our intellectual property assets may be reduced. Although we have licensed from other parties proprietary technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented. Such licenses may also be non-exclusive, meaning our competition may also be able to access such technology.


We rely on certain “open-source” software the use of which could result in our having to distribute our proprietary software, including our source code, to third parties on unfavorable terms, which could materially affect our business.


Certain of our service offerings use software that is subject to open-source licenses. Open-source code is software that is freely accessible, usable and modifiable; however, certain open-source code is governed by license agreements, the terms of which could require users of such software to make any derivative works of the software available to others on unfavorable terms or at no cost. Because we use open-source code, we may be required to take remedial action in order to protect our proprietary software. Such action could include replacing certain source code used in our software, discontinuing certain of our products or taking other actions that could be expensive and divert resources away from our development efforts. In addition, the terms relating to disclosure of derivative works in many open-source licenses are unclear. If a court interprets one or more such open-source licenses in a manner that is unfavorable to us, we could be required to make certain of our key software available at no cost. Furthermore, open-source software may have security flaws and other deficiencies that could make our solutions less reliable and damage our business.


WeOur business strategy depends on the ability to source adequate transmission capacity and the servers we need to operate our network; failure to have access to those resources could lead to loss of revenue and service disruptions.

Our operations are dependent in part upon transmission capacity provided by third party telecommunications network providers and access to co-location facilities to house our servers. There can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly those under cyber-attack. Failure to put in place the capacity we require to operate our business effectively could result in a reduction in, or disruption of, service to our customers and ultimately a loss of those customers. The Akamai Intelligent Edge Platform relies on hundreds of thousands of servers deployed around the world. Disruptions in our supply chain could prevent us from purchasing servers at attractive prices or at all. For example, it may be unsuccessful at developingdifficult to purchase servers and maintaining strategic relationships with third partiesother equipment that expandare manufactured in areas that face disruptions to operations due to unrest or other political activity, public health issues (for example, an outbreak of a contagious disease such as the novel coronavirus), safety issues, natural disasters or general economic conditions. Failure to have adequate server deployment could harm the quality of our distribution channels and increase revenue,services, which could significantly limit our long-term growth.lead to the loss of customers and revenue.


Achieving future success will likely require us

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Our stock price has been, and may continue to maintainbe, volatile, and increase the number and depthyour investment could lose value.

The market price of our relationships with resellers, systems integrators, product makerscommon stock has historically been volatile. Trading prices may continue to fluctuate in response to a number of events and factors, including the following:

quarterly variations in operating results;
announcements by our customers related to their businesses that could be viewed as impacting their usage of our solutions;
market speculation about whether we are a takeover target or considering a strategic transaction;
activism by any single large stockholder or combination of stockholders;
changes in financial estimates and recommendations by securities analysts;
failure to meet the expectations of securities analysts;
purchases or sales of our stock by our officers and directors;
general economic conditions and other strategic partners and to leverage those relationships to expand our distribution channels and increase revenue. If we become reliant on a small numbermacro-economic factors;
repurchases of large partners, any terminationshares of our relationshipcommon stock;
successful cyber-attacks affecting our network or systems;
performance by other companies in our industry; and
geopolitical conditions such as acts of terrorism or military conflicts.

Furthermore, our revenue, particularly that portion attributable to usage of our solutions beyond customer commitments, can be difficult to forecast, and, as a result, our quarterly operating results can fluctuate substantially. This concern is particularly acute with onerespect to our media and commerce customers. We have introduced new billing models over the years, including recently offering a zero overage plan that eliminates surcharges for certain traffic. In the future, our customer contracting models may change to move away from a committed revenue structure to a "pay-as-you-go" approach, which could make it easier for customers to reduce the amount of thembusiness they do with us or leave altogether. Changes in billing models and committed revenue requirements could, therefore, create challenges with our forecasting processes. Because a significant portion of our cost structure is largely fixed in the short-term, revenue shortfalls tend to have an adversea disproportionately negative impact on our financial condition. The needprofitability. If we announce revenue or profitability results that do not meet or exceed our guidance or make changes in our guidance with respect to develop such relationships can be particularly acute in areas outsidefuture operating results, our stock price may decrease significantly as a result.

Any of the U.S. We have not always been successful at developing these relationships due to the complexity of our services, our historical reliance on an internal sales force and other factors. Recruiting and retaining qualified channel partners and training them in the use of our technology and services and ensuring that they are compliant with our ethical expectations requires significant time and resources. In order to develop and expand our distribution channel, we must continue to expand and improve our portfolio of solutionsevents, as well as other circumstances discussed in these Risk Factors, may cause the systems, processes and procedures that support our channels. Those systems, processes and procedures may become increasingly complex and difficult to manage. The time and expense required for the sales and marketing organizationsprice of our channel partnerscommon stock to become familiar withfall. In addition, the stock market in general, and the market prices of stock of publicly-traded technology companies in particular, have experienced significant volatility that often has been unrelated to the operating performance of affected companies. These broad stock market fluctuations may adversely affect the market price of our offerings, includingcommon stock, regardless of our new services developments, may make it more difficult to introduce those products to enterprises. Our failure to maintain and increase the number and quality of relationships with channel partners, and any inability to successfully execute on the partnerships we initiate, could significantly impede our revenue growth prospects in the short and long term.operating performance.


If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected.


Our financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments about, among other things, taxes, revenue recognition, stock-based compensation costs, capitalization of internal-use software development costs, investments, contingent obligations, allowance for doubtful accounts, intangible assets, and restructuring charges. These estimates and judgments affect, among other things, the reported amounts of our assets, liabilities, revenue and expenses, the amounts of charges accrued by us, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. If our estimates or the assumptions underlying them are not correct, actual results may differ materially from our


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estimates and we may need to, among other things, accrue significant additional charges that could adversely affect our results of operations, which in turn could adversely affect our stock price. In addition, new accounting pronouncements and interpretations of accounting pronouncements have occurred and may occur in the future that could adversely affect our reported financial results.




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


Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items such as equity-related compensation. In particular, we do not yet know the full effect that the U.S. Tax Cuts and Jobs Act of 2017 and subsequent related regulations will have on our business and tax exposure assessment. We have recorded certain tax reserves to address potential exposures involving our income tax and sales and use tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different jurisdictions. We are currently subject to tax audits in various jurisdictions including the Commonwealth of Massachusetts. In the second quarter of 2018, we filed an appeal with the Massachusetts Appellate Tax Board contesting adverse audit findings relating to our eligibility to claim certain tax benefits and exemptions. The appeal hearing was held in late 2019. If the outcome of such audit orthis appeal and other audits were to beare adverse to us, our reserves may not be adequate to cover our total actual liability.liability, and we would need to take a financial charge. Although we believe our estimates, our reserves and the positions we have taken in all jurisdictions are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.


If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.


We have complied with Section 404 of the Sarbanes-Oxley Act of 2002 by assessing, strengthening and testing our system of internal controls. Even though we concluded our internal control over financial reporting and disclosure controls and procedures were effective as of the end of the period covered by this report, we need to continue to maintain our processes and systems and adapt them to changes as our business evolves and we rearrange management responsibilities and reorganize our business. This continuous process of maintaining and adapting our internal controls and complying with Section 404 is expensive and time-consuming and requires significant management attention. We cannot be certain that our internal control measures will continue to provide adequate control over our financial processes and reporting and ensure compliance with Section 404. Furthermore, as our business changes, including by expanding our operations in different markets, increasing reliance on channel partners and completing acquisitions, our internal controls may become more complex and we will requirebe required to expend significantly more resources to ensure our internal controls remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses, the disclosure of that fact, even if quickly remediated, could reduce the market's confidence in our financial statements and harm our stock price.


Any failure to meet our debt obligations would damage our business.


As of December 31, 2017,the date of this report, we had total par value of $690.0$1,150.0 million of convertible senior notes outstanding due in 2019.2027 and we had total par value of $1,150.0 million of convertible senior notes outstanding due in 2025. We also entered into a credit facility in May 2018 that provides for an initial $500.0 million in revolving loans; under specified circumstances, we would be able to borrow an additional $500.0 million thereunder. Our ability to repay any amounts we borrow under our credit facility, refinance the notes, make cash payments in connection with conversions of the notes or repurchase the notes in the event of a fundamental change (as defined in the applicable indenture governing the notes) will depend on market conditions and our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We also may not use the cash we have raised through future borrowing under the credit facility or the issuance of the convertible senior notes in an optimally productive and profitable manner. If we are unable to remain profitable or if we use more cash than we generate in the future, our level of indebtedness at such time could adversely affect our operations by increasing our vulnerability to adverse changes in general economic and industry conditions and by limiting or prohibiting our ability to obtain additional financing for additional capital expenditures, acquisitions and general corporate and other purposes. In addition, if we are unable to make cash payments upon conversion of the notes, we would be required to issue significant amounts of our common stock, which would be dilutive to the stock of existing stockholders. If we do not have sufficient cash to repurchase the notes following a fundamental change, we would be in default under the terms of the notes, which could seriously harm our business. In addition,Although the terms of our credit facility include certain financial ratios that potentially limit our future indebtedness, the terms of the notes do not limit the amount of future indebtedness we may incur.do so. If we incur significantly more debt, this could intensify the risks described above.


Fluctuations in foreign currency exchange rates affect our operating results in U.S. dollar terms.

An increasing portion of our revenue is derived from international operations. Revenue generated and expenses incurred by our international subsidiaries are often denominated in the currencies of the local countries. As a result, our consolidated




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U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions in non-functional currencies. While we have implemented a foreign currency hedging program to mitigate transactional exposures, there is no guarantee that such program will be effective.


We may issue additional shares of our common stock or instruments convertible into shares of our common stock and thereby materially and adversely affect the market price of our common stock.


Our Board of Directors has the authority to issue additional shares of our common stock or other instruments convertible into, or exchangeable or exercisable for, shares of our common stock. If we issue additional shares of our common stock or instruments convertible into, or exchangeable or exercisable for, shares of our common stock, it may materially and adversely affect the market price of our common stock.


Our sales to government clients subject us to risks including early termination, audits, investigations, sanctions and penalties.


We have customer contracts with the U.S. government, as well as foreign, state and local governments and their respective agencies. Such government entities often have the right to terminate these contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Most of our government contracts are subject to legislative approval of appropriations to fund the expenditures under these contracts. These factors combine to potentially limit the revenue we derive from government contracts in the future. Additionally, government contracts generally have requirements that are more complex than those found in commercial enterprise agreements and therefore are more costly to comply with. Such contracts are also subject to audits and investigations that could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.


Litigation may adversely impact our business.


From time to time, we are or may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, breach of contract, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. In addition, under our charter, we could be required to indemnify and advance expenses to our directors and officers in connection with their involvement in certain actions, suits, investigations and other proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.

We are currently involved in litigation with one of our competitors, Limelight Networks, Inc., or Limelight, involving claims for patent infringement. Limelight has asserted that it is entitled to significant damages. While we challenge the basis of the underlying claims and amount of such assertions, if such action were to be decided against our favor and a court were to award Limelight significant damages, our business and financial condition would be adversely impacted.

Furthermore, because litigation is inherently unpredictable and may not be covered by insurance, there can be no assurance that the results of the Limelightany litigation or any of these other matters will not have an adverse impact on our business, results of operations, financial condition or cash flows.

General global market and economic conditions may have an adverse impact on our operating performance, results of operations and cash flows.

Our business has been and could continue to be affected by general global economic and market conditions. To the extent economic conditions impair our customers' ability to profitably monetize the content we deliver on their behalf, they may reduce or eliminate the traffic we deliver for them. Such reductions in traffic would lead to a reduction in our revenue. Additionally, in a down-cycle economic environment, we may experience the negative effects of increased competitive pricing pressure, customer loss, a deceleration in commerce over the Internet and corresponding decrease in traffic delivered over our network and failures by customers to pay amounts owed to us on a timely basis or at all. Suppliers on which we rely for servers, bandwidth, co-location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on our operations or expenses.



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Global climate change and related natural resource conservation regulations could adversely impact our business.


Our deployed networkThe long-term effects of servers consumes significant energy resources, including those generated byclimate change on the burningglobal economy and our industry in particular remain unknown. Changes in weather where we operate may increase the costs of fossil fuels.powering and cooling computer hardware we use to develop software and provide cloud-based services. Catastrophic natural disasters could negatively impact our office locations. In response to concerns about global climate change, governments may adopt new regulations affecting the use of fossil fuels or requiring the use of alternative fuel sources. Our deployed network of servers consumes significant energy resources, including those generated by the burning of fossil fuels. While we have invested in projects to support renewable energy development, our customers, investors and other stakeholders may require us to take more steps to demonstrate that we are taking ecologically responsible measures in operating our business. The costs and any expenses we may incur to make our network more energy efficientenergy-efficient and comply with any new regulations could make us less profitable in future periods. Failure to comply with applicable laws and regulations or other requirements imposed on us could lead to fines, lost revenue and damage to our reputation.


Because we currently do not intend to pay dividends, stockholders will benefit from an investment in our common stock only if it appreciates in value.


We currently intend to retain our future earnings, if any, for use in the operation of our business and do not expect to pay any cash dividends in the foreseeable future on our common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.




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Provisions of our charter, by-laws and Delaware law may have anti-takeover effects that could prevent a change in control even if the change in control would be beneficial to our stockholders.


Provisions of our charter, by-laws and Delaware law could make it more difficult for a third party to control or acquire us, even if doing so would be beneficial to our stockholders. These provisions include:


a classified board structure so that onlyis being phased out over time, with approximately one-thirdtwo-thirds of our Board of Directors is up for re-election in any onethis year;
our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director;
stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders' meeting; and
our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock.


Further, as a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us.


Item 1B. Unresolved Staff Comments


None.


Item 2. Properties


We lease approximately 490,000 square feet of propertyOur headquarters is located in Cambridge, Massachusetts where our primary corporate offices are located. The majority of the current leases for such space are scheduled to expire in December 2019. In November 2016, we executed a lease for a new primary headquarters space at 145 Broadway in Cambridge, Massachusetts. The lease is for approximately 480,000653,000 square feet and is expected to commence at the termination of our existing corporate headquarter lease at 150 Broadway in Cambridge, Massachusetts. The initial lease term is 15 years. During 2017 we also extended our lease for 150 Broadway in Cambridge, Massachusetts, which represents 177,000 square feet of our current footprint in Cambridge, Massachusetts. The term of the extended lease is coterminous with the 145 Broadway lease.

feet. We also have offices in other locations in the United States and other countries, the largest of which are in Santa Clara, California; Bangalore, India; and Krakow, Poland. All of our facilities are leased. We believe our facilities are sufficient to meet our needs for the foreseeable future and, if needed, additional space will be available at a reasonable cost.


Item 3. Legal Proceedings


We are party to litigation that we consider routine and incidental to our business. We do not currently expect the results of any of these litigation matters to have a material effect on our business, results of operations, financial condition or cash flows.

In November 2015, Limelight filed a complaint in the U.S. District Court for the Eastern District of Virginia against Akamai and XO Communications LLC, or XO, alleging patent infringement by the two companies. The complaint seeks to recover from Akamai and XO significant monetary damages based upon lost revenue due to infringing technology used by the companies. We have agreed to indemnify XO for damages it incurs in this matter. We have made counterclaims in the action


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against Limelight alleging that Limelight has infringed Akamai content delivery patents, and we are seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. We currently believe that the outcome of this litigation will not have a material impact on our business.


Item 4. Mine Safety Disclosures


Not applicable.


PART II


Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our common stock, par value $0.01 per share, trades under the symbol “AKAM” on the NASDAQ Global Select Market. The following table sets forth, for the periods indicated, the high and low sales price per share of our common stock on the NASDAQ Global Select Market:
 2017 2016
 High Low High Low
First quarter$71.64
 $59.50
 $57.05
 $39.43
Second quarter$62.58
 $46.81
 $57.50
 $48.88
Third quarter$53.45
 $44.65
 $58.47
 $47.80
Fourth quarter$68.03
 $48.72
 $71.04
 $52.63


As of February 22, 2018,25, 2020, there were 320218 holders of record of our common stock.


We have never paid or declared any cash dividends on shares of our common stock or other securities and do not anticipate paying or declaring any cash dividends in the foreseeable future. We currently intend to retain all future earnings, if any, for use in the operation of our business.


Issuer Purchases of Equity Securities


The following is a summary of our repurchases of our common stock in the fourth quarter of 20172019 (in thousands, except share and per share data):
Period(1)
 
Total Number of Shares Purchased(2)
 
Average Price Paid per Share(3)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(4)
 
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
October 1, 2017 – October 31, 2017 773,304
 $50.69
 773,304
 $348,673
November 1, 2017 – November 30, 2017 126,618
 53.97
 126,618
 341,839
December 1, 2017 – December 31, 2017 144,838
 58.90
 144,838
 333,309
Total 1,044,760
 $52.23
 1,044,760
 $333,309
Period(1)
 
Total Number of Shares Purchased(2)
 
Average Price Paid per Share(3)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(4)
 
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
October 1, 2019 – October 31, 2019 227,274
 $90.24
 227,274
 $787,703
November 1, 2019 – November 30, 2019 232,835
 86.88
 232,835
 767,475
December 1, 2019 – December 31, 2019 22,818
 87.39
 22,818
 765,481
Total 482,927
 $88.48
 482,927
 $765,481


(1)Information is based on settlement dates of repurchase transactions.
(2)Consists of shares of our common stock, par value $0.01 per share.
(3)Includes commissions paid.
(4)In February 2016,Effective November 2018, the Board of Directors authorized a $1.0$1.1 billion share repurchase program effective from February 2016 through December 2018.2021.


During the year ended December 31, 2017,2019, we repurchased 6.94.0 million shares of our common stock for an aggregate of $361.2$334.5 million.






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Item 6. Selected Financial Data


The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial data included elsewhere in this annual report on Form 10-K. The consolidated statements of income and balance sheet data for all periods presented is derived from the audited consolidated financial statements included elsewhere in this annual report on Form 10-K or in prior year annual reports on Form 10-K on file with the Commission.


The following table sets forth selected financial data for the last five fiscal years (in thousands, except per share data):


Year ended December 31, 2017 2016 2015 2014 2013 2019 2018 2017 2016 2015
Revenue $2,502,996
 $2,340,049
 $2,197,448
 $1,963,874
 $1,577,922
 $2,893,617
 $2,714,474
 $2,489,035
 $2,347,988
 $2,197,448
Total costs and operating expenses 2,186,777
 1,880,455
 1,731,298
 1,474,355
 1,163,954
 2,344,699
 2,351,975
 2,174,746
 1,881,478
 1,731,298
Income from operations 316,219
 459,594
 466,150
 489,519
 413,968
 548,918
 362,499
 314,289
 466,510
 466,150
Net income 218,321
 316,132
 321,406
 333,948
 293,487
 478,035
 298,373
 222,766
 320,727
 321,406
Basic net income per share 1.27
 1.81
 1.80
 1.87
 1.65
 2.94
 1.78
 1.30
 1.83
 1.80
Diluted net income per share 1.26
 1.79
 1.78
 1.84
 1.61
 2.90
 1.76
 1.29
 1.82
 1.78
Cash, cash equivalents and marketable securities 1,279,528
 1,616,329
 1,524,235
 1,628,284
 1,246,922
 2,372,378
 2,101,171
 1,279,528
 1,616,329
 1,524,235
Total assets 4,602,844
 4,373,146
 4,181,684
 4,001,546
 2,957,685
 7,006,886
 5,461,770
 4,648,916
 4,432,190
 4,181,684
Convertible senior notes 662,913
 640,087
 624,288
 604,851
 
Convertible senior notes – Due 2019 
 686,552
 662,913
 640,087
 624,288
Convertible senior notes – Due 2025 912,719
 874,080
 
 
 
Convertible senior notes – Due 2027 927,072
 
 
 
 
Long-term operating lease liabilities 692,181
 
 
 
 
Other long-term liabilities 165,304
 134,101
 110,319
 117,349
 65,088
 123,620
 185,121
 166,840
 156,329
 110,319
Total stockholders’ equity 3,310,723
 3,224,370
 3,120,878
 2,945,335
 2,629,431
 3,657,958
 3,191,860
 3,362,469
 3,270,218
 3,120,848


During the year ended December 31, 2019, we adopted accounting guidance that requires companies to present assets and liabilities arising from leases on the consolidated balance sheet. The guidance was applied prospectively beginning January 1, 2019. Accordingly, assets arising from leases are presented above in Total assets in 2019 only. In addition, liabilities arising from leases are presented in Operating lease liabilities in 2019 only.

See Note 2 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for more details regarding new accounting pronouncements.

Prior period information as of and for the years ended December 31, 2017 and 2016 has been restated for the adoption of the new accounting standard for revenue recognition, which we adopted on January 1, 2018. Under this standard, the way revenue is recognized changed for some of our contracts with customers and primarily impacts the timing of recognizing revenue from a small number of licensed software customers. As a result of the new standard we also began capitalizing certain commission and incentive payments. The financial data as of and for the year ended December 31, 2015 has not been restated for the new accounting standard.

During the years presented in the table above, various acquisitions occurred, the results of which are presented prospectively from the date of acquisition. These acquisitions may impact the comparability of the consolidated financial data presented above. See Note 8 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for more details regarding these acquisitions.




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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this annual report on Form 10-K. See “Risk Factors” elsewhere in this annual report on Form 10-K for a discussion of certain risks associated with our business. The following discussion contains forward-looking statements. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures or other events that may be announced after the date hereof.



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Overview


We provide cloud servicessolutions for securing, delivering optimizing and securingoptimizing content and business applications over the Internet. The key factors that influence our financial success are our ability to build on recurring revenue commitments for our performancesecurity and securityperformance offerings, increase media traffic on our network, effectively managing the prices we charge for our solutions, develop new products and carefully manage our capital spending and other expenses.


Revenue


For most of our solutions, our customers commit to contracts having terms of a year or longer, which allows us to have a consistent and predictable base level of revenue. In addition to a base level of revenue, we are also dependent on media customers where usage of our servicessolutions is more variable. As a result, our revenue is impacted by the amount of media and software download traffic we serve on our network, the rate of adoption of gaming, social media and video platform capabilities,offerings, the timing and variability of customer-specific one-time events and the impact of seasonal variations on our business. The ability to expand our product portfolio and to effectively manage the prices we charge for our servicessolutions are also key factors impacting our revenue growth.


We have observed the following trends related to our revenue in recent years:


Increased sales of our security solutions have made a significant contribution to revenue growth, and we expectgrowth. We plan to continue ourto invest in this area with a focus on security solutions in the future.further enhancing our product portfolio and extending our go-to-market capabilities.


We have experienced increases in the amount of traffic delivered for customers that use our solutions for video, gaming social media and software downloads, contributing to an increase in our revenue. However, from the second half of 2015 onward, our traffic growth rates have moderated, primarily duerevenue in 2019 as compared to the “do-it-yourself” efforts by some of our customers that are among the large Internet platform companies: Amazon, Apple, Facebook, Google, Microsoft and Netflix. We refer to these companies as our Internet Platform Customers. Some of these customers have elected to develop and rely on their internal infrastructure to deliver more of their media content themselves rather than use our services. As a result, we are likely to continue experiencing lower revenue from these customers. We have not, however, been experiencing a significant shift to internal infrastructure usage across the remainder of our media services customer base.2018.


We have increased committed recurring revenue from our solutions by increasing sales of incremental servicessolutions to our existing customers and adding new customers. These increases helpedcustomers; however, we have also experienced slower revenue growth in recent quarters particularly in our web performance solutions. We expect the trend of slower revenue growth to limit the impact of reductionscontinue in usage of2020 as our servicescommerce customers continue to experience financial pressure and we face more contract terminations by certainrenewals with large media and other customers in 2020 as well as the effect of price decreases negotiated as part of contract renewals.compared to 2019.


The unit prices paid by some of our customers have declined, particularly in the context of contract renewals and large media consolidations, reflecting the impact of competition.competition and volume discounts. Our revenue would have been higher absent these price declines.


In recent years, revenue from our international operations has been growing at a faster pace than from our U.S. operations, particularly in terms of new customer acquisition and cross-selling of incremental solutions. Because we publicly report in U.S. dollars, if the dollar continues to strengthen, our reported revenue results will be negatively impacted.

We have experienced variations in certain types of revenue from quarter to quarter. In particular, we typically experience higher revenue in the fourth quarter of each year for some of our solutions as a result of holiday season activity. We also experience lower revenue in the summer months, particularly in Europe, from both e-commerce and media customers because overall Internet use declines during that time. In addition, we experience quarterly variations in revenue attributable to, among other things, the nature and timing of software and gaming releases by our customers using our software download solutions;customers; whether there are large live sporting or other events that increase the amount of media traffic on our network; and the frequency and timing of purchases of custom services.solutions.


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Expenses


Our level of profitability is also impacted by our expenses, including direct costs to support our revenue such as bandwidth and co-location costs. We have observed the following trends related to our profitability in recent years:


Our profitability improved in 2019 as compared to 2018 due to higher revenue as well as the effects of cost savings and efficiency initiatives we have undertaken. We expect to continue to undertake efforts intended to improve the efficiency of operations. If we are able to continue our efficiency efforts such that our rate of revenue growth exceeds our expense growth rate, we anticipate overall profitability improvement in 2020 as compared to 2019.



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Network bandwidth costs represent a significant portion of our cost of revenue. Historically, we have been able to mitigate increases in these costs by reducing our network bandwidth costs per unit and investing in internal-use software development to improve the performance and efficiency of our network. Our total bandwidth costs may increase in the future as a result of expected higher traffic levels and serving more traffic from higher cost regions. We will need to continue to effectively manage our bandwidth costs to maintain current levels of profitability.


Co-location costs are also a significant portion of our cost of revenue. By improving our internal-use software and managing our hardware deployments to enable us to use servers more efficiently, we have been able to manage the growth of co-location costs. We expect to continue to scale our network in the future and will need to continue to effectively manage our co-location costs to maintain current levels of profitability.

Due to the fixed nature of some of our co-location and bandwidth costs over a minimum time period, it may not be possible to quickly reduce those costs. If our revenue growth rate declines, our profitability could decrease.

Restructuring costs were significant in the fourth quarter of 2017, as management committed to an action to restructure certain parts of the company. The restructuring actions are expected to facilitate cost efficiencies and savings in 2018.


Payroll and related compensation costs have grownstabilized in 2019 as compared to prior years. We expect to continue to manage our headcount and payroll costs in the past several years as we have increased headcountfuture to support our revenue growth and strategic initiatives. We increased our headcount by 1,161 employees duringfocus investments on certain areas of the year ended December 31, 2017, through hiring and from our acquisitions. During the year ended December 31, 2016, we increased our headcount by 406 employees.business while maintaining efficient operations in others. We expect to continue to hire employees both domestically and internationally, in support of our strategic initiatives, but at a slower pace than experienced in 2017. We anticipate ourdo not expect overall headcount growth during 2018, if any, to be modest given the elimination of over 300 positions in the first quarter of 2018 as part of our restructuring actions. Payroll and related compensation costs are expected to increase significantly in 20182020.

Depreciation and amortization expense related to our network equipment decreased during 2019 as compared to 2018. We implemented software and hardware initiatives to manage our global network more efficiently; as a result, the expected average useful life of the hiring completed throughout 2017.

In recentour network assets, primarily servers, increased from four years we have used strategic acquisitions to complement and augment existing technological capabilities. During each of 2017, 2016 and 2015, we completed various acquisitions that, while immaterialfive years, effective January 1, 2019. We expect to our financial results as a whole during those years, have contributedcontinue to increasesinvest in our network in 2020, which will increase our capital expenditures and resulting depreciation expense.

We report our revenue in two divisions: the Web Division and levelthe Media and Carrier Division. Revenue by division is a customer-focused reporting view that reflects revenue from customers that are managed by the division. As the purchasing patterns and required account expertise of expenses.customers change over time, we may reassign a customer from one division to another. In 2019, we reassigned some of our customers from the Media and Carrier Division to the Web Division and revised historical results in order to reflect the most recent categorization and to provide a comparable view for all periods presented.





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Results of Operations


The following sets forth, as a percentage of revenue, consolidated statements of income data for the years indicated:


2017 2016 20152019 2018 2017
Revenue100.0 % 100.0 % 100.0 %100.0 % 100.0 % 100.0 %
Costs and operating expenses:          
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)35.0
 34.6
 33.0
34.1
 35.1
 35.2
Research and development8.9
 7.2
 6.8
9.0
 9.1
 8.9
Sales and marketing19.7
 18.2
 20.1
18.1
 19.1
 19.3
General and administrative20.3
 18.8
 17.7
17.8
 21.1
 20.5
Amortization of acquired intangible assets1.2
 1.1
 1.2
1.3
 1.2
 1.2
Restructuring charges2.2
 0.4
 
Restructuring charge0.6
 1.0
 2.2
Total costs and operating expenses87.3
 80.3
 78.8
80.9
 86.6
 87.3
Income from operations12.7
 19.7
 21.2
19.1
 13.4
 12.7
Interest income0.7
 0.6
 0.5
1.2
 1.0
 0.7
Interest expense(0.8) (0.8) (0.8)(1.7) (1.6) (0.8)
Other income (expense), net
 0.2
 (0.1)
Other (expense) income, net
 (0.1) 
Income before provision for income taxes12.6
 19.7
 20.8
18.6
 12.7
 12.6
Provision for income taxes3.9
 6.1
 6.2
(1.8) (1.6) (3.7)
Loss from equity method investment
 
 
Net income8.7 % 13.6 % 14.6 %16.8 % 11.1 % 8.9 %


Revenue


Revenue during the periods presented is as follows (in thousands):


 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Revenue$2,502,996
 $2,340,049
 7.0% 7.0% $2,340,049
 $2,197,448
 6.5% 6.6%
 For the Years Ended December 31, For the Years Ended December 31,
 2019 2018 % Change % Change at Constant Currency 2018 2017 % Change % Change at Constant Currency
Web Division$1,566,401
 $1,448,644
 8.1% 9.4% $1,448,644
 $1,307,641
 10.8% 10.3%
Media and Carrier Division1,327,216
 1,265,830
 4.8
 6.1
 1,265,830
 1,181,394
 7.2
 6.7
Total revenue$2,893,617
 $2,714,474
 6.6% 7.8% $2,714,474
 $2,489,035
 9.1% 8.6%


The increase in our revenue in 2019 as compared to 2018 was primarily the result of higher media traffic volumes, including from 2016our large Internet platform customers, and continued strong growth in sales of our Cloud Security Solutions. Cloud Security Solutions revenue for the year ended December 31, 2019 was $848.7 million, compared to $658.7 million for the year ended December 31, 2018, which represents a 28.8% increase. The increase in our revenue in 2018 as compared to 2017 was primarily the result of higher media traffic volumes, increased sales of our new product offerings and continued strong growth from our Cloud Security Solutions, which grew 32% year-over-year, and from new product introductions. Overall, however, the revenue growth rates for 2017 and 2016 have been negatively impacted by the "do-it-yourself" efforts of our Internet Platform Customers, some of which have developed internal infrastructure to deliver more of their media content themselves rather than rely on our media services. Revenue from these six customers in the aggregate declined from $250.5 million in 2016 to $202.9 million in 2017.
The increase in our revenue from 2015 to 2016 was driven by higher demand for our services across all of our solutions and geographies, with particularly strong growth from our Cloud Security Solutions. The impact ofCloud Security Solutions revenue for the revenue decline from our Internet Platform Customersyear ended December 31, 2018 was particularly acute in 2016, declining to $250.5$658.7 million, as compared to $379.3$487.6 million in 2015.for the year ended December 31, 2017, which represents a 35.1% increase.

We expect our revenue to increase in 2018 as compared to 2017 as a result of increased customer traffic delivered on our network, sales of incremental services to our existing customers and sales to new customers.



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The following table quantifies the contribution to revenue during the periods presented from our divisions (in thousands). It is a customer-focused reporting view that reflects revenue we received from customers that are managed by the indicated division. For example, Media Division revenue represents all revenue received from customers that are predominately purchasing solutions from our media verticals (OTT video services, gaming, social media, etc.), including revenue from non-media solutions that those customers purchase. During 2017, the divisional categorization of certain customers was adjusted based on how those customer relationships were being managed. The historical presentation of divisional revenue was revised in order to reflect the most recent categorization and to provide a comparable view for all periods presented. During 2018, we plan to consolidate and manage our customers in two divisions: the Web Division and the Media and Carrier Division.

 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Web Division$1,302,489
 $1,132,858
 15.0 % 15.0 % $1,132,858
 $986,025
 14.9 % 14.9 %
Media Division1,119,282
 1,136,150
 (1.5) (1.5) 1,136,150
 1,157,016
 (1.8) (1.7)
Enterprise and Carrier Division81,225
 71,041
 14.3
 14.3
 71,041
 54,408
 30.6
 31.0
Total revenue$2,502,996
 $2,340,049
 7.0 % 7.0 % $2,340,049
 $2,197,449
 6.5 % 6.6 %


The increase in Web Division revenue for 20172019 as compared to 20162018 was primarily the result of increased sales of both new and existing Cloud Security Solutions to this customer base. The increase in Web Division revenue in 2018 as compared to 2017 was due to increased purchases of new solutions and upgrades to existing services by this customer base. Increased sales of our Cloud Security Solutions to Web Division customers, in particular our Kona Site Defender, Prolexic and Prolexicmanaged security solutions, as well as our new Bot Manager offering were a principal contributor to our overall revenue growth. growth in 2018.



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The increase in WebMedia and Carrier Division revenue in 2016for 2019 as compared to 2015 was due to increased demand across most of our customer base particularly for our Cloud Security Solutions.

The declines in the year-over-year revenue growth rate in Media Division revenue for 20172018, as well as 2018 as compared to 2016, and 2016 as compared to 2015, were2017, was primarily the result of decreasedincreased customer traffic volumes from our Internet Platform Customers. The year-over-year revenue growth rate for other Media Divisionvideo delivery and gaming customers was 4% and 14% for the years ended December 31, 2017 and 2016, respectively.

The following table quantifies the contribution to revenue during the periods presented from our solution categories, which is a product-focused view that reflects revenue by solution purchased (in thousands):

 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Performance and Security Solutions$1,542,558
 $1,355,030
 13.8 % 13.9 % $1,355,030
 $1,158,281
 17.0 % 17.3 %
Media Delivery Solutions738,916
 787,179
 (6.1) (6.2) 787,179
 868,820
 (9.4) (9.6)
Services and Support Solutions221,522
 197,840
 12.0
 12.0
 197,840
 170,347
 16.1
 16.0
Total revenue$2,502,996
 $2,340,049
 7.0 % 7.0 % $2,340,049
 $2,197,448
 6.5 % 6.6 %

The increases in Performance and Security Solutions revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were due to new product introductions and increased demand across all major product lines, with especially strong growth in our Cloud Security Solutions.sales of Cloud Security Solutions revenue for the year ended December 31, 2017 was $481.5 million, as compared to $364.9 million and $254.4 million for the years ended December 31, 2016 and 2015, respectively.this customer base.




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The declines in Media Delivery Solutions revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were primarily the result of decreased traffic from our Internet Platform Customers, resulting from their "do-it-yourself" efforts in delivering their content. During 2017 as compared to 2016, revenue from our Media Delivery Solutions for other customers remained flat.

The increases in Services and Support Solutions revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were due to strong attachment rates for our professional services for new customers as well as purchases of upgrades to professional services by our existing customers.

The following table quantifies revenueRevenue derived in the U.S. and internationally during the periods presented is as follows (in thousands):


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency2019 2018 % Change % Change at Constant Currency 2018 2017 % Change % Change at Constant Currency
U.S.$1,647,948
 $1,620,724
 1.7% 1.7% $1,620,724
 $1,604,492
 1.0% 1.0%$1,694,211
 $1,683,272
 0.6% 0.6% $1,683,272
 $1,637,198
 2.8% 2.8%
International855,048
 719,325
 18.9
 18.9
 719,325
 592,956
 21.3
 21.6
1,199,406
 1,031,202
 16.3
 19.6
 1,031,202
 851,837
 21.1
 19.7
Total revenue$2,502,996
 $2,340,049
 7.0% 7.0% $2,340,049
 $2,197,448
 6.5% 6.6%$2,893,617
 $2,714,474
 6.6% 7.8% $2,714,474
 $2,489,035
 9.1% 8.6%


The reducedU.S. growth rate for 2019 was negatively impacted by a reduction in prices paid by some of our customers, partially offset by an increase in revenue from our large Internet Platform Customers negatively impacted our U.S. revenue growth rates for the years ended December 31, 2017 and 2016,platform customers, as these customers are based in the U.S. For the year ended December 31, 2017,2019, approximately 34%41% of our revenue was derived from our operations located outside of the U.S., compared to 31%38% for the year ended December 31, 2016,2018, and 27%34% for the year ended December 31, 2015.2017. No single country outside of the U.S. accounted for 10% or more of revenue during any of these periods.


During 2017Internationally, during 2019 and 2016,2018, we continued to see strong revenue growth from our operations in the Asia PacificAsia-Pacific region. Changes in foreign currency exchange rates negatively impacted our revenue by $0.4$33.9 million in 20172019 as compared to 2016,2018, and positively impacted our revenue by $1.0$11.2 million in 20162018 as compared to 2015.2017.


Cost of Revenue


Cost of revenue consisted of the following for the periods presented (in thousands):


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Bandwidth fees$168,092
 $168,202
 (0.1)% $168,202
 $150,607
 11.7%$165,335
 $154,853
 6.8 % $154,853
 $168,092
 (7.9)%
Co-location fees130,181
 129,904
 0.2
 129,904
 125,983
 3.1
127,024
 128,082
 (0.8) 128,082
 130,181
 (1.6)
Network build-out and supporting services75,209
 61,320
 22.7
 61,320
 58,207
 5.3
101,135
 88,543
 14.2
 88,543
 75,209
 17.7
Payroll and related costs216,681
 189,409
 14.4
 189,409
 158,742
 19.3
248,146
 238,920
 3.9
 238,920
 216,760
 10.2
Stock-based compensation, including amortization of prior capitalized amounts36,677
 31,145
 17.8
 31,145
 26,222
 18.8
51,607
 45,765
 12.8
 45,765
 36,677
 24.8
Depreciation of network equipment143,825
 140,777
 2.2
 140,777
 130,098
 8.2
125,589
 150,458
 (16.5) 150,458
 143,825
 4.6
Amortization of internal-use software105,093
 88,244
 19.1
 88,244
 75,761
 16.5
168,788
 146,864
 14.9
 146,864
 105,093
 39.7
Total cost of revenue$875,758
 $809,001
 8.3 % $809,001
 $725,620
 11.5%$987,624
 $953,485
 3.6 % $953,485
 $875,837
 8.9 %
As a percentage of revenue35.0% 34.6%   34.6% 33.0%  34.1% 35.1%   35.1% 35.2%  






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The increase in total cost of revenue for 20172019 as compared to 20162018 was primarily due to increases in:


amortization of internal-use software as we continued to release internally-developed software onto our network related to new product launches and significant enhancements to our existing services;
network build-out and supporting service costs due to investments in network expansion;
bandwidth fees to support the increase in traffic served on our network; and
payroll and related costs due to increased hiring to support revenue growth.

These increases were partially offset by lower depreciation expense of network equipment of $31.5 million for the year ended December 31, 2019, due to software and hardware initiatives we implemented to manage our global network more efficiently, resulting in an increase in the expected average useful life of our network assets, primarily servers, from four to five years effective January 1, 2019.

The increase in total cost of revenue for 2018 as compared to 2017 was primarily due to increases in amortization of internal-use software as we continued to release internally-developed software onto our network related to new product launches and significant enhancements to our existing services throughout 2017 and 2018; payroll and related costs, as well as stock-based compensation, due to increased hiring in our services team in 2017 to support revenue growth;
and amounts paid for network build-out and supporting services related to installation fees and investments in network expansion to support our expanding web performancenetwork. These increases were partially offset by decreases in our bandwidth and cloud security solutions as a result of new product launches and our acquisitions; and
amortization of internal-use softwareco-location fees as we continuedhave been able to release internally-developed software onto our network as a result of new product launches and significant enhancements to our existing services.

The increase in total cost of revenue for 2016 as compared to 2015 was primarily due to increases in:

amounts paid to network providers for bandwidth fees to support the increase in traffic served onmore effectively manage our network and for traffic served from higher cost regions;reduce our costs.
payroll and related costs, as well as stock-based compensation, due
During 2020, we plan to increased hiring incontinue to focus our services teamefforts on expanding our operating margins, including continuing to support revenue growth; and
depreciation of network equipment and amortization of internal-use software as we continued to invest inmanage our infrastructure and release internally-developed software onto our network.

We have long-term purchase commitments for co-location services and bandwidth usage with various vendors and network and Internet service providers. Our minimum commitments related to bandwidth usage and co-location services may vary from period to period depending on the timing and length of contract renewals with our service providers. See Note 12 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for details regarding our bandwidth usage and co-location services purchase commitments.

costs. We believe that cost of revenue will increase during 2018 as compared to 2017 due to higher bandwidth expenses associated with increased customer traffic on our network and the costs we expect to incur to increase our network's capacity and resiliency with the goal of combating potential attacks on our platform. Additionally, during 2018, wedo anticipate amortization of internal-use software development costs to increase in 2020 as compared to 2017, along with increased payroll and related costs associated with our professional services personnel and related expenses. However, we do not anticipate that cost of revenue will increase as a percentage of revenue during 2018 as compared to 2017. We plan to continue making investments in our network with the expectation that our customer base will continue to expand and that we will continue to deliver more traffic to existing customers.


Research and Development Expenses


Research and development expenses consisted of the following for the periods presented (in thousands):


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Payroll and related costs$322,604
 $253,351
 27.3% $253,351
 $220,198
 15.1 %$382,084
 $365,713
 4.5% $365,713
 $322,604
 13.4%
Stock-based compensation38,863
 29,739
 30.7
 29,739
 23,926
 24.3
49,685
 44,034
 12.8
 44,034
 38,863
 13.3
Capitalized salaries and related costs(148,998) (122,084) 22.0
 (122,084) (103,352) 18.1
(183,282) (174,373) 5.1
 (174,373) (148,998) 17.0
Other expenses9,965
 6,622
 50.5
 6,622
 7,819
 (15.3)12,878
 10,791
 19.3
 10,791
 9,965
 8.3
Total research and development$222,434
 $167,628
 32.7% $167,628
 $148,591
 12.8 %$261,365
 $246,165
 6.2% $246,165
 $222,434
 10.7%
As a percentage of revenue8.9% 7.2%   7.2% 6.8%  9.0% 9.1%   9.1% 8.9%  


The increases in research and development expenses for 20172019 as compared to 2016 and 20162018, as well as 2018 as compared to 2015,2017, were due to increases in:

in payroll and related costs, including stock-based compensation, as a result of headcount growth to support investments in new product development and network scaling, and as a result of recent acquisitions; and
stock-based compensation due to increased headcount and market adjustments of award sizes to existing employees due to competition for certain engineering talent.



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Thejoining us through acquisitions. These increases in research and development expenses for the periods presented above were partially offset by increases in capitalized salaries and related costs due to continued investment in internal-use software deployed on our network.

Research and development costs are expensed as incurred, other than certain internal-use software development costs eligible for capitalization. Capitalized development costs consist of payroll and related costs for personnel and external consulting expenses involved in the development of internal-use software used to deliver our services and operate our network. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, we capitalized $26.8$33.7 million, $21.4$31.9 million and $16.7$26.8 million, respectively, of stock-based compensation. These capitalized internal-use software development costs are amortized to cost of revenue over their estimated useful lives, which is generally two years.years, but can be up to seven years based on the software developed and its expected useful life.


We believe thatexpect research and development expenses during 2018 willcosts to increase in 2020 as we maintain our focus on innovation; however, we do not expect these costs to increase as compared to 2017, as a resultpercentage of the increases in headcount we experienced throughout 2017. We expect the increases to payroll and related costs in 2018 as compared to 2017 to be at a slower pace than we experienced in 2017.revenue.




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Sales and Marketing Expenses


Sales and marketing expenses consisted of the following for the periods presented (in thousands):


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Payroll and related costs$354,829
 $309,181
 14.8% $309,181
 $316,845
 (2.4)%$382,570
 $388,320
 (1.5)% $388,320
 $342,719
 13.3 %
Stock-based compensation60,247
 55,407
 8.7
 55,407
 53,542
 3.5
62,149
 64,372
 (3.5) 64,372
 60,247
 6.8
Marketing programs and related costs48,551
 36,904
 31.6
 36,904
 43,990
 (16.1)52,787
 41,796
 26.3
 41,796
 48,551
 (13.9)
Other expenses30,005
 25,475
 17.8
 25,475
 26,611
 (4.3)26,377
 22,865
 15.4
 22,865
 30,005
 (23.8)
Total sales and marketing$493,632
 $426,967
 15.6% $426,967
 $440,988
 (3.2)%$523,883
 $517,353
 1.3 % $517,353
 $481,522
 7.4 %
As a percentage of revenue19.7% 18.2%   18.2% 20.1%  18.1% 19.1%   19.1% 19.3%  


The increase in sales and marketing expenses for 20172019 as compared to 20162018 was primarily due to increases in:

increased spending for marketing programs and other expenses primarily for a customer conference that took place during 2019 that did not take place in 2018, partially offset by a decrease in payroll and related costs and stock-based compensation due to reduced headcount in the marketing organization. The increase in sales and marketing expenses for 2018 as compared to 2017 was primarily due to growth in payroll and related costs from headcount increases in 2017 to enablesupport our Web and Enterprise and Carrier Divisions'divisions' go-to-market strategies in supportpursuit of growth opportunities; andopportunities.
marketing programs and related costs in support of our go-to-market strategies and ongoing geographic expansion.

The decreaseDuring 2020 we do not expect significant increases in sales and marketing expenses for 2016 as compared to 2015 was primarily due to a decrease in performance-based commissions earned and reduced spending on marketing programs and related costs as we moderated discretionary spendingplan to align withcontinue to carefully manage costs in an our revenue growth rates.efforts to refine and optimize our go-to-market efforts and improve operating margins.

We believe that sales and marketing expenses will increase during 2018 as compared to 2017, due to increased payroll and related costs as a result of headcount growth during 2017 and expected hiring in 2018.



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General and Administrative Expenses


General and administrative expenses consisted of the following for the periods presented (in thousands):
 
For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Payroll and related costs$194,199
 $163,348
 18.9 % $163,348
 $161,660
 1.0 %$194,232
 $188,635
 3.0 % $188,635
 $194,199
 (2.9)%
Stock-based compensation44,884
 41,073
 9.3
 41,073
 35,062
 17.1
52,826
 53,514
 (1.3) 53,514
 44,884
 19.2
Depreciation and amortization76,128
 65,780
 15.7
 65,780
 54,562
 20.6
78,587
 80,014
 (1.8) 80,014
 76,128
 5.1
Facilities-related costs80,452
 72,549
 10.9
 72,549
 64,302
 12.8
90,674
 86,107
 5.3
 86,107
 80,452
 7.0
Provision for doubtful accounts3,209
 1,235
 159.8
 1,235
 1,717
 (28.1)1,924
 2,672
 (28.0) 2,672
 3,209
 (16.7)
Acquisition-related costs23,373
 1,028
 2,173.6
 1,028
 1,756
 (41.5)1,920
 2,868
 (33.1) 2,868
 23,373
 (87.7)
License of patent(16,421) (8,577) 91.5
 (8,577) 
 (100.0)(8,855) (17,146) (48.4) (17,146) (16,421) 4.4
Legal and stockholder matter costs10,000
 23,091
 (56.7) 23,091
 
 100.0
Endowment of Akamai Foundation
 50,000
 (100.0) 50,000
 
 100.0
Professional fees and other expenses103,341
 103,480
 (0.1) 103,480
 69,206
 49.5
94,785
 104,312
 (9.1) 104,312
 103,341
 0.9
Total general and administrative$509,165
 $439,916
 15.7 % $439,916
 $388,265
 13.3 %$516,093
 $574,067
 (10.1)% $574,067
 $509,165
 12.7 %
As a percentage of revenue20.3% 18.8%   18.8% 17.7%  17.8% 21.1%   21.1% 20.5%  



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The increasedecrease in total general and administrative expenses for 20172019 as compared to 20162018 was primarily due to:

a one-time endowment contribution to increases in:the Akamai Foundation in 2018;

a reduction in legal and stockholder matter costs related to matters in 2018 that did not recur in 2019; and
payroll and related costs, specificallya decrease in our network infrastructure and information technology functions in support of our security infrastructure growth and network scaling and efficiency efforts;
facilities-related costs and depreciation and amortizationother expenses due to expansiona decrease in non-income tax reserves.

These decreases were partially offset by cessation of company infrastructure throughout 2016 and 2017payments to support investments in engineering, go-to market capacity and enterprise expansion initiatives, particularly expansionus under the terms of our facility footprint; anda litigation settlement agreement with Limelight Networks, Inc., or Limelight.
acquisition-related costs due to the release of an indemnification receivable related to an acquisition.

The increase in totalOur general and administrative expenses for 2016increased in 2018 as compared to 2015 was2017 primarily due to increases in:

the one-time endowment contribution to the Akamai Foundation, legal and otherstockholder matter costs related to a settlement charge from our litigation with Limelight, amounts paid to professional feesservice providers for advisory services provided in connection with a non-routine stockholder matter and higher stock-based compensation expense, primarily due to ongoing litigation;performance-based awards that experienced higher achievement in 2018 as compared to 2017.
expansion of company infrastructure throughout 2015 and 2016 to support investments in engineering, go-to market
capacity and enterprise expansion initiatives, particularly expansion of our facility footprint, which
increased facilities-related costs and depreciation and amortization; and
stock-based compensation as a result of increased headcount and the impact that changing estimates have on
performance-based stock-based compensation awards from period to period.


General and administrative expenses for 20172019 and 20162018 are broken out by category as follows (in thousands):


 For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change 2016 2015 % Change 2019 2018 % Change 2018 2017 % Change
Global functions $201,539
 $189,485
 6.4 % $189,485
 $160,019
 18.4 % $198,077 $197,377
 0.4 % $197,377
 $201,539
 (2.1)%
As a percentage of revenue 8.1% 8.1%   8.1% 7.3%   6.8% 7.3%   7.3% 8.1%  
Infrastructure 297,465
 255,855
 16.3
 255,855
 222,674
 14.9
 307,500 308,915
 (0.5) 308,915
 297,465
 3.8
As a percentage of revenue 11.9% 10.9%   10.9% 10.1%   10.6% 11.4%   11.4% 12.0%  
Other 10,161
 (5,424) (287.3) (5,424) 5,572
 (197.3) 10,516 67,775
 (84.5) 67,775
 10,161
 567.0
Total general and administrative expenses $509,165
 $439,916
 15.7 % $439,916
 $388,265
 13.3 % $516,093
 $574,067
 (10.1)% $574,067
 $509,165
 12.7 %
As a percentage of revenue 20.3% 18.8%   18.8% 17.7%   17.8% 21.1%   21.1% 20.5%  




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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 expensesexpense includes acquisition-related costs, provision for doubtful accounts, legal settlements, non-routine stockholder matter costs, the endowment of the Akamai Foundation, transformation costs and the licenselicensing of a patent.patent.


During 2018,2020, we expect payrollplan to continue to focus our efforts on expanding our operating margins and, related costsin particular, assessing opportunities to reduce third-party spending and increase automation of our general and administrative functions to increase as compared to 2017 as a result of headcount growth in 2017. We do not expect other areas of general and administrative expenses to experience the same level of increases as past years and we expect acquisition-related costs to decrease as a result of the release of an indemnification receivable in 2017 that will not recur in 2018 that related to a prior acquisition.manual tasks.


Amortization of Acquired Intangible Assets


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Amortization of acquired intangible assets$30,904
 $26,642
 16.0% $26,642
 $27,067
 (1.6)%$38,581
 $33,311
 15.8% $33,311
 $30,904
 7.8%
As a percentage of revenue1.2% 1.1%   1.1% 1.2%  1.3% 1.2%   1.2% 1.2%  


The increase in amortization of acquired intangible assets in 20172019 as compared to 20162018, as well as 2018 as compared to 2017, was the result of amortization of assets related to our 2016 and 2017recent acquisitions. The decrease in amortization of acquired intangible assets in 2016 as compared to 2015 was attributable to the finalization of amortization of intangible assets acquired in previous years; partially offset by intangible assets we acquired in 2015 and 2016.


Based on acquired intangible assets as of December 31, 2017,2019, future amortization is expected to be approximately $33.3$41.0 million, $36.5$36.2 million, $33.8$31.0 million, $27.9$23.9 million and $22.4$16.6 million for the years ending December 31, 2018, 2019, 2020, 2021, 2022, 2023 and 2022,2024, respectively.



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Restructuring ChargesCharge


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Restructuring charges$54,884
 $10,301
 432.8% $10,301
 $767
 1,243.0%
Restructuring charge$17,153
 $27,594
 (37.8)% $27,594
 $54,884
 (49.7)%
As a percentage of revenue2.2% 0.4%   0.4% %  0.6% 1.0%   1.0% 2.2%  


The increaserestructuring charge in restructuring charges in 2017 as compared to 20162019 was primarily the result of certain restructuringmanagement actions taken in the fourth quarter of 2017. Management committed to an action to restructure certain parts of the business, primarily media-related,focus on investments with the intentpotential to accelerate revenue growth. The restructuring charge relates to certain headcount reductions and software charges for software not yet placed into service that will not be implemented due to this action.

The restructuring charge in 2018 was primarily the result of shiftingmanagement actions intended to re-balance investments to focus on long-term growth and scale. The restructuring charge relates to certain headcount reductions and software charges for software not yet placed into service that will not be implemented due to this action.

The restructuring charge in 2017 was primarily the result of management actions intended to shift focus to more critical areas of the business and away from products that have not seen expected commercial success. The restructuring iswas also intended to facilitate other cost efficiencies and savings. CertainThe restructuring charge relates to certain headcount and facility reductions and certain capitalized internal-use software charges have been realized for software not yet placed into service that will not be completed and launchedimplemented due to this action.

In addition as part of cost efficiencies and savings, certain headcount and facility reductions were made. Theto the actions described above, we have also recognized restructuring charges in 2017 also consisted of severance expenses associated with the acquisitions of Soasta and Nominum.

The restructuring charges in 2016 were primarily the result of changes to our organizational structure to reorganize and consolidate our products and development groups and global sales, services and marketing teams into divisions centered on our solutions. The restructuring charges relate to severance expenses for impacted employees and charges for internal-use software not yet placed into service that will not be completed and launched due to changing priorities as part of the reorganization.


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The restructuring charges in 2015 consisted of severance expenses for redundant employees, facilities and contracts associated with acquisitions completed during those years.acquisitions.


We expect to incur additional restructuring charges of up$4.0 million to $15.0$7.0 million in 20182020 as a result of the action committed to in the fourth quarter of 2017 and continued in the first quarter of 2018. These charges will include severance and related expenses for terminations of approximately 300 employees in the first quarter of 2018 and charges related to facility closures we plan to implement in 2018.2019.


Non-Operating Income (Expense)


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Interest income$17,855
 $14,702
 21.4 % $14,702
 $11,200
 31.3 %$34,355
 $26,940
 27.5 % $26,940
 $17,855
 50.9 %
As a percentage of revenue0.7 % 0.6 %   0.6 % 0.5 %  1.2 % 1.0 %   1.0 % 0.7 %  
Interest expense$(18,839) $(18,638) 1.1 % $(18,638) $(18,525) 0.6 %$(49,364) $(43,202) 14.3 % $(43,202) $(18,839) 129.3 %
As a percentage of revenue(0.8)% (0.8)%   (0.8)% (0.8)% 
(1.7)% (1.6)%   (1.6)% (0.8)% 
Other income (expense), net$887
 $3,788
 (76.6)% $3,788
 $(2,201) (272.1)%
Other (expense) income, net$(1,428) $(3,148) (54.6)% $(3,148) $887
 (454.9)%
As a percentage of revenue % 0.2 %   0.2 % (0.1)%   % (0.1)%   (0.1)%  %  


For the periods presented, interest income primarily consists of interest earned on invested cash balances and marketable securities. The increase to interest income in 2019 as compared to 2018 was primarily the result of increased cash, cash equivalents and marketable securities balances as a result of our August 2019 issuance of $1,150.0 million in par value of convertible senior notes due 2027. The increase to interest income in 2018 as compared to 2017 was primarily the result of increased cash, cash equivalents and interestmarketable securities balances as a result of our May 2018 issuance of $1,150.0 million in par value of convertible senior notes due 2025.

Interest expense consists of the amortization of the debt discount and debt issuance costsis related to our debt transactions, which are described in Note 11 to the consolidated financial statements included elsewhere in this annual report on Form 10-K. The increase to interest expense for 2019 as compared to 2018 was primarily due to the August 2019 issuance of $1,150.0 million in par value of convertible senior notes issueddue 2027, which bear regular interest of 0.375%, but have an effective interest rate of 3.1% due to the conversion feature. The increase to interest expense for 2018 as compared to 2017 was primarily due to the May 2018 issuance of $1,150.0 million in February 2014.par value of convertible senior notes due 2025, which bear regular interest of 0.125%, but have an effective interest rate of 4.26% due to the conversion feature.




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Other (expense) income, (expense), net for the years ended December 31, 2017, 20162019, 2018 and 20152017 primarily represents net foreign exchange gains and losses mainly due to foreign currency exchange rate fluctuations on intercompany and other non-functional currency transactions. The fluctuation in otherOther (expense) income, (expense), net for 2016,as compared to 2015 also includes the impact of gains recognized on the disposition of certain cost method investments. Other income (expense), net may fluctuate in the future based on changes in foreign currency exchange rates or other events. Other (expense) income, net also includes gains and losses from certain equity investments.


Provision for Income Taxes


For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change2019 2018 % Change 2018 2017 % Change
Provision for income taxes$97,801
 $143,314
 (31.8)% $143,314
 $135,218
 6.0%$53,350
 $44,716
 19.3% $44,716
 $91,426
 (51.1)%
As a percentage of revenue3.9% 6.1%   6.1% 6.2%  1.8% 1.6%   1.6% 3.7%  
Effective income tax rate30.9% 31.2%   31.2% 29.6%  10.0% 13.0%   13.0% 29.1%  


The increase in the provision for income taxes for 2019 as compared to 2018 was mainly due to an increase in profit before taxes and an increase in the valuation allowance recorded against deferred tax assets related to state credits. These amounts were partially offset by the composition of income from foreign jurisdictions that is taxed at lower rates and the release of certain tax reserves related to the expiration of local statutes of limitations.

The decrease in the provision for income taxes for 2018 as compared to 2017 was mainly due to the reduction in the U.S. federal statutory tax rate from 35.0% to 21.0% as part of the U.S. Tax Cuts and Jobs Act, or TCJA, that was enacted in December 2017, an increase in the excess tax benefit related to stock-based compensation and the net impact of the TCJA recorded in 2017. These amounts were partially offset by an intercompany sale of intellectual property and an increase in non-deductible executive compensation.

For the year ended December 31, 2019, our effective income tax rate was lower than the federal statutory tax rate due to the release of certain tax reserves related to the expiration of local statutes of limitations, foreign income taxed at lower rates, the excess tax benefit related to stock-based compensation and the benefit of the U.S. federal, state and foreign research and development credits. These amounts were partially offset by the valuation allowance recorded against deferred tax assets related to state tax credits, non-deductible executive compensation, an intercompany sale of intellectual property and state income taxes.

For the year ended December 31, 2018, our effective income tax rate was lower than the federal statutory tax rate due to foreign income taxed at lower rates, the excess tax benefit related to stock-based compensation, a decrease in the provisional amount of the one-time transition tax that was recorded in 2017, the release of certain tax reserves related to the expiration of local statutes of limitations and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by an intercompany sale of intellectual property and state income taxes.

For the year ended December 31, 2017, our effective income tax rate was lower than the federal statutory tax rate due to the composition offoreign income from foreign jurisdictions that is taxed at lower rates, compared to the statutory tax rates in the U.S., the re-measurement of deferred taxes at lower tax rates expected to be in place upon realization due to the U.S. Tax Cuts and Jobs Act, or TCJA, which was enacted in December 2017, the impactsimpact of the release of anthe acquisition-related reserve due to the expiration of the relevantlocal statute of limitations and the benefit of U.S. federal, state and foreign research and development credits. These benefitsamounts were partially offset by a provisional charge for the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings taken as part of the TCJA, the effects of stock-based compensation in accordance with authoritative guidance for share-based payments and state income taxes.

For the year ended December 31, 2017, the net impact of the TCJA described above was a provisional net tax expense of $26.0 million which is comprised of a one-time transition tax expense of $43.4 million on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017, offset by a $17.4 million tax benefit related to the re-measurement of deferred tax assets and liabilities due to the lower corporate income tax rate.

For the year ended December 31, 2016, our effective income tax rate was lower than the federal statutory tax rate due to the composition of income from foreign jurisdictions that is taxed at lower rates compared to the statutory tax rates in the U.S., the domestic production activities deduction and U.S. federal, state and foreign research and development credits, partially


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offset by the effects of stock-based compensation in accordance with authoritative guidance for share-based payments and state income taxes.

For the year ended December 31, 2015, our effective income tax rate was lower than the federal statutory tax rate due to the retroactive application of a U.S. tax court ruling with respect to the treatment of stock-based compensation in intercompany arrangements, U.S. federal, state, and foreign research and development credits, the domestic production activities deduction and the composition of income from foreign jurisdictions that is taxed at lower rates compared to the statutory tax rates in the U.S. These benefits were partially offset by the effects of accounting for stock-based compensation in accordance with the authoritative guidance for share-based payments and state income taxes.

The decrease in the provision for income taxes for 2017 as compared to 2016 was mainly due to a decrease in profit before tax, the re-measurement of deferred taxes at lower tax rates expected to be in place upon realization as a result of the TCJA, the impacts of the release of an acquisition-related reserve due to the expiration of the relevant statute of limitations and an increase in U.S. federal, state and foreign research and development credits. These benefits were partially offset by a decrease in the domestic production activities deduction and a provisional charge for the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as a result of the TJCA.

The increase in the provision for income taxes for 2016 as compared to 2015 was mainly due to the retroactive application of a U.S. tax court ruling with respect to the treatment of stock-based compensation on intercompany arrangements that occurred in 2015, a decrease in U.S. federal and state research and development credits and a change in the composition of income from foreign jurisdictions. This increase in the provision for income taxes was partially offset by an increase in the domestic production activities deduction.


Our effective income tax rate may fluctuate between fiscal years and from quarter to quarter due to items arising from discrete events, such as tax benefits from the disposition of employee equity awards, tax law changes and settlements of tax audits and assessments and tax law changes.assessments. Our effective income tax rate is also impacted by, and may fluctuate in any given period because of, the composition of income in foreign jurisdictions where tax rates differ depending on the local statutory rates.


Refer to Note 19 to the consolidated financial statements included elsewhere in this annual report on Form 10-K for additional information regarding unrecognized tax benefits that, if recognized, would impact the effective income tax rate in the next 12 months and the potential impact that current litigation related to an adverse audit finding could have on our results of operations.



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Loss from Equity Method Investment

 For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2019 2018 % Change 2018 2017 % Change
Loss from equity method investment$1,096
 $
 100.0% $
 $
 %
As a percentage of revenue% %   % %  

During 2019, we started recognizing our share of earnings from our previously announced investment with Mitsubishi UFJ Financial Group, or MUFG. Our investment with MUFG established a joint venture, GO-NET, to offer a new blockchain-based online payment network. We recorded a loss of $1.1 million dollars which reflects our share of the losses incurred by GO-NET. We expect to record additional losses in 2020 and beyond as GO-NET continues executing on the early stages of its business plan.

Non-GAAP Financial Measures


In addition to providing financial measurements based on generally accepted accounting principles generally accepted in the U.S.,United States of America, or GAAP, we publicly discussprovide additional financial measuresmetrics that are not prepared in accordance with GAAP, or non-GAAP financial measures. 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,decision making, for planning and forecasting purposes, to setmeasure executive compensation and to evaluate our financial performance. These non-GAAP financial measures are: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 our ongoing business in a manner that facilitatesallows for meaningful comparisons and analysis of trends in the business, as they assist in the comparison offacilitate comparing 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 our 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 our ongoing operating results.


The non-GAAP financial measures do not replace the presentation of our GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.


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


Amortization of acquired intangible assets – We have incurred amortization of intangible assets, included in our GAAP financial statements, related to various acquisitions we have made. The amount of an acquisition's purchase price allocated to intangible assets and term of its related amortization can vary significantly and are unique to each acquisition; therefore, we exclude amortization of acquired intangible assets from our 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 our 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 our current financial results to previous and future periods difficult to interpret; therefore, we believe it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to highlight the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our 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. In addition, subsequent adjustments to our initial estimated amounts of contingent consideration and indemnification associated with specific acquisitions are included within acquisition-related costs. These amounts are impacted by the timing and size of the acquisitions. We exclude acquisition-related costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based on the magnitude of our acquisition transactions and do not reflect our core operations.

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


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Stock-based compensation and amortization of capitalized stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to our employees, the grant date fair value varies based


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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 our current financial results to previous and future periods difficult to evaluate; therefore, we believe it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to highlight the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.
Restructuring chargesWe have incurred restructuring charges that are included in our GAAP financial statements, primarily related to workforce reductions and estimated costs of exiting facility lease commitments. We exclude these items from our non-GAAP financial measures when evaluating our 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 our business.
Amortization of debt discount and issuance costs and amortization of capitalized interest expense – In August 2019, we issued $1,150 million of convertible senior notes due 2027 with a coupon interest rate of 0.375%. In May 2018, we issued $1,150 million of convertible senior notes due 2025 with a coupon interest rate of 0.125%. In February 2014, we issued $690 million of convertible senior notes due 2019 with a coupon interest rate of 0%. The imputed interest rates of these convertible senior notes were 3.10%, 4.26% and 3.20%, respectively. This is a result of the debt discounts recorded for the conversion features that are required to be separately accounted for as equity under GAAP, thereby reducing the carrying values of the convertible debt instruments. The debt discounts are amortized as interest expense together with the issuance costs of the debt. The interest expense excluded from our non-GAAP results is comprised of these non-cash components and is excluded from management's assessment of our operating performance because management believes the non-cash expense is not representative of ongoing operating performance.

Gains and losses on investments – We have recorded gains and losses from the disposition, changes to fair value and impairment of certain investments. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operating performance.

Legal and stockholder matter costs– We have incurred losses related to the settlement of legal matters and costs from professional service providers related to a non-routine stockholder matter. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations.

Endowment of Akamai Foundation– During the second quarter of 2018, we incurred a charge to endow the Akamai Foundation. We believe excluding this amount from non-GAAP financial measures is useful to investors as this one-time event is not representative of our core business operations.

Transformation costs– We have incurred professional services fees associated with internal transformation programs designed to improve operating margins and that are part of a planned program intended to significantly change the manner in which business is conducted. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events and activities giving rise to them occur infrequently and are not representative of our core business operations and ongoing operating performance.

Income and losses from equity method investment– We record income or losses on our share of earnings and losses of our equity method investment. We exclude such income and losses because we lack control over the operations of the investment and the related income and losses are not representative of our 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. We believe that applying the non-GAAP adjustments and their related income tax effect allows us to highlight income attributable to our core operations.



Acquisition-related costs – Acquisition-related costs include transaction fees, advisory fees, due diligence costs and other direct costs associated with strategic activities. In addition, subsequent adjustments to our initial estimated amounts of contingent consideration and indemnification associated with specific acquisitions are included within acquisition-related costs. These amounts are impacted by the timing and size of the acquisitions. We exclude acquisition-related costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based on the magnitude and quantity of our acquisition transactions.


32
Restructuring charges – We have incurred restructuring charges that are included in our GAAP financial statements, primarily related to workforce reductions and estimated costs of exiting facility lease commitments. We exclude these items from our non-GAAP financial measures when evaluating our 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 historical operations of our business.

Amortization of debt discount and issuance costs and amortization of capitalized interest expense – In February 2014, we issued $690 million of convertible senior notes due 2019 with a coupon interest rate of 0%. The imputed interest rate of the convertible senior notes was approximately 3.2%. This is a result of the debt discount recorded for the conversion feature that is required to be separately accounted for as equity under GAAP, thereby reducing the carrying value of the convertible debt instrument. The debt discount is amortized as interest expense together with the issuance costs of the debt. All of our interest expense is comprised of these non-cash components and is excluded from management's assessment of our operating performance because management believes the non-cash expense is not representative of ongoing operating performance.

Gains and losses on investments – We have recorded gains and losses from the disposition and impairment of certain investments. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them occur infrequently and are not representative of our core business operations or ongoing operating performance.

Legal matter costs – We have incurred losses from the settlement of legal matters and costs with respect to our 2015 internal U.S. Foreign Corrupt Practices Act, or FCPA, investigation in addition to the disgorgement payments we made to resolve the matter. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our 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 the release of income tax reserves due to statute expiration and one-time impacts of the TCJA), if any. We believe that applying the non-GAAP adjustments and their related income tax effect allows us to highlight income attributable to our core operations.



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The following table reconciles GAAP income from operations to non-GAAP income from operations and non-GAAP operating margin for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):


2017 2016 20152019 2018 2017
Income from operations$316,219
 $459,594
 $466,150
$548,918
 $362,499
 314,289
Amortization of acquired intangible assets30,904
 26,642
 27,067
38,581
 33,311
 30,904
Stock-based compensation164,308
 144,506
 126,677
187,140
 183,813
 164,308
Amortization of capitalized stock-based compensation and capitalized interest expense19,953
 15,439
 13,618
34,438
 28,603
 19,953
Restructuring charges54,884
 10,301
 767
Restructuring charge17,153
 27,594
 54,884
Acquisition-related costs23,374
 1,064
 865
1,920
 2,868
 23,374
Legal matter costs
 890
 3,291
Legal and stockholder matter costs10,000
 23,091
 
Endowment of Akamai Foundation
 50,000
 
Transformation costs5,527
 7,730
 
Non-GAAP income from operations$609,642
 $658,436
 $638,435
$843,677
 $719,509
 $607,712
          
GAAP operating margin13% 20% 21%19% 13% 13%
Non-GAAP operating margin24% 28% 29%29% 27% 24%


The following table reconciles GAAP net income to non-GAAP net income for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):
2017 2016 20152019 2018 2017
Net income$218,321
 $316,132
 $321,406
$478,035
 $298,373
 $222,766
Amortization of acquired intangible assets30,904
 26,642
 27,067
38,581
 33,311
 30,904
Stock-based compensation164,308
 144,506
 126,677
187,140
 183,813
 164,308
Amortization of capitalized stock-based compensation and capitalized interest expense

19,953
 15,439
 13,618
34,438
 28,603
 19,953
Restructuring charges54,884
 10,301
 767
Restructuring charge17,153
 27,594
 54,884
Acquisition-related costs23,374
 1,064
 865
1,920
 2,868
 23,374
Legal matter costs
 890
 3,291
Legal and stockholder matter costs10,000
 23,091
 
Endowment of Akamai Foundation
 50,000
 
Transformation costs5,527
 7,730
 
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
45,857
 41,958
 18,839
(Gain) loss on investments(450) (4,807) 25
Loss (gain) on investments60
 1,481
 (450)
Loss from equity method investment1,096
 
 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(77,385) (52,661) (58,309)(80,488) (86,391) (82,817)
Non-GAAP net income$452,748
 $476,144
 $453,932
$739,319
 $612,431
 $451,761






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The following table reconciles GAAP net income per diluted share to non-GAAP net income per diluted share for the years ended December 31, 2017, 20162019, 2018 and 20152017 (shares in thousands):
2017 2016 20152019 2018 2017
GAAP net income per diluted share$1.26
 $1.79
 1.78
$2.90
 $1.76
 $1.29
Amortization of acquired intangible assets0.18
 0.14
 0.16
0.23
 0.20
 0.18
Stock-based compensation0.95
 0.82
 0.70
1.14
 1.09
 0.95
Amortization of capitalized stock-based compensation and capitalized interest expense

0.12
 0.09
 0.08
0.21
 0.17
 0.12
Restructuring charges0.32
 0.06
 
Restructuring charge0.10
 0.16
 0.32
Acquisition-related costs0.14
 0.01
 
0.01
 0.02
 0.14
Legal matter costs
 0.01
 0.02
Legal and stockholder matter costs0.06
 0.14
 
Endowment of Akamai Foundation
 0.30
 
Transformation costs0.03
 0.05
 
Amortization of debt discount and issuance costs0.11
 0.11
 0.10
0.28
 0.25
 0.11
(Gain) loss on investments
 (0.03) 
Loss (gain) on investments
 0.01
 
Loss from equity method investment0.01
 
 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(0.45) (0.30) (0.32)(0.49) (0.51) (0.48)
Non-GAAP net income per diluted share (1)
$2.62
 $2.70
 $2.52
$4.49
 $3.62
 $2.62
          
Shares used in per share calculations172,711
 176,215
 180,415
164,573
 169,188
 172,711


(1) May not foot due to rounding


Non-GAAP net income per diluted share is calculated as non-GAAP net income divided by diluted weighted average common shares outstanding. GAAP diluted weighted average common shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to us pursuant to the note hedge transactions entered into in connection with the issuance of our convertible senior notes. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully-diluted share calculation until they are delivered. However, we 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 net income per share. Unless and until our weighted average stock price is greater than $89.56,$95.10, the initial conversion price of the convertible senior notes due 2025, or $116.18, the initial conversion price of the convertible senior notes due 2027, there will be no difference between our GAAP and non-GAAP diluted weighted average common shares outstanding.


We consider Adjusted EBITDA to be another important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define Adjusted EBITDA as 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; gains and other activity related to divestiture of a business; gains and losses on legal settlements; costs from professional service providers related to a non-routine stockholder matter; costs incurred with respectrelated to our internal FCPA investigation;the endowment of the Akamai Foundation; transformation costs; foreign exchange gains and losses; loss on early extinguishment of debt; amortization of debt discount and issuance costs;interest expense; amortization of capitalized interest expense; certain gains and losses on investments; gains and losses from equity method investments; and other non-recurring or unusual items that may arise from time to time. Adjusted EBITDA margin represents Adjusted EBITDA stated as a percentage of revenue.






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The following table reconciles GAAP net income to Adjusted EBITDA and Adjusted EBITDA margin for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):


2017 2016 20152019 2018 2017
Net income$218,321
 $316,132
 $321,406
$478,035
 $298,373
 $222,766
Amortization of acquired intangible assets30,904
 26,642
 27,067
38,581
 33,311
 30,904
Stock-based compensation164,308
 144,506
 126,677
187,140
 183,813
 164,308
Amortization of capitalized stock-based compensation and capitalized interest expense19,953
 15,439
 13,618
34,438
 28,603
 19,953
Restructuring charges54,884
 10,301
 767
Restructuring charge17,153
 27,594
 54,884
Acquisition-related costs23,374
 1,064
 865
1,920
 2,868
 23,374
Legal matter costs
 890
 3,291
Legal and stockholder matter costs10,000
 23,091
 
Interest income(17,855) (14,702) (11,200)(34,355) (26,940) (17,855)
Endowment of Akamai Foundation
 50,000
 
Transformation costs5,527
 7,730
 
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
49,364
 43,202
 18,839
Provision for income taxes97,801
 143,314
 135,218
53,350
 44,716
 91,426
Depreciation and amortization321,456
 292,221
 258,878
367,655
 372,606
 321,456
Other (income) expense, net(887) (3,788) 2,201
Loss (gain) on investments60
 1,481
 (450)
Loss from equity method investment1,096
 
 
Other expense (income), net1,368
 1,667
 (437)
Adjusted EBITDA$931,098
 $950,657
 $897,313
$1,211,332
 $1,092,115
 $929,168
Adjusted EBITDA margin37% 41% 41%42% 40% 37%


Impact of Foreign Currency Exchange Rates


Revenue and earnings from our international operations have historically been an important contributor to our financial results. Consequently, our 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, generally 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.


Liquidity and Capital Resources


To date, we have financed our operations primarily through public and private sales of debt and equity securities and cash generated by operations. As of December 31, 2017,2019, our cash, cash equivalents and marketable securities, which primarily consisted of corporate bonds and U.S. government agency securities,obligations, totaled $1.3$2.4 billion. Factoring in our outstanding convertible senior notes of $690.0 million,$2.3 billion, our net cash at December 31, 20172019 was $589.5$72.4 million. We place our cash investments in instruments that meet high-quality credit standards, as specified in our investment policy. Our investment policy also limits the amount of our credit exposure to any one issue or issuer and seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity at all times.


Changes in cash, cash equivalents and marketable securities are dependent upon changes in, among other things, working capital items such as accounts receivable, deferred revenues,revenue, accounts payable accounts receivable and various accrued expenses, as well as changes in our capital and financial structure due to common stock repurchases, debt repurchases and issuances, stock option exercises, purchases and sales of marketable securities and similar events. We believe our strong balance sheet and cash position are important competitive


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differentiators that provide the financial flexibility necessary to make investments at opportune times. We expect to continue to evaluate strategic investments to strengthen our business.


As of December 31, 2017,2019, we had cash and cash equivalents of $212.4$255.4 million held in accounts outside the U.S. As a result of the TCJA, we have recorded a provisional tax expense of $43.4 million related to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The TCJA also provides forestablishes a territorial tax system in the U.S., which may provideprovides companies with the potential ability to repatriate earnings with minimal U.S. federal income tax impact beginning in 2018. We have sufficient cash in the U.S. to pay this tax obligation and do not need to rely on cash outside the U.S. for payment. As a result, our liquidity is not materially impacted by the amount of cash and cash equivalents held in accounts outside the U.S. For additional information, including information on the impact of the TCJA, see Note 17 to the consolidated financial statements included elsewhere in this annual report on Form 10-K.


Cash Provided by Operating Activities


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)2017 2016 20152019 2018 2017
Net income$218,321
 $316,132
 $321,406
$478,035
 $298,373
 $222,766
Non-cash reconciling items included in net income596,624
 515,328
 454,667
683,132
 679,648
 590,249
Changes in operating assets and liabilities(13,962) 40,352
 17,379
(102,863) 30,306
 (12,032)
Net cash flows provided by operating activities$800,983
 $871,812
 $793,452
$1,058,304
 $1,008,327
 $800,983

The decrease in cash provided by operating activities for 2017 as compared to 2016 was primarily due to lower profitability as a result of the restructuring charge in 2017 and increased level of expenses as a result of our 2017 acquisitions. Payroll and related costs, including annual bonus and commissions payouts, were higher in 2017 as compared to 2016 due to increased headcount and higher bonus and commission attainment levels.


The increase in cash provided by operating activities for 20162019 as compared to 20152018 was primarily due to higherincreased profitability in 2019, partially offset by the timing of cash collectioncollections from customers, due to increased revenuean increase of $28.8 million in cash paid for income taxes and lower commissionstiming of collections and annual bonus payments due to lower attainment levels. These increases toof other working capital items.

The increase in cash provided by operating activities werefor 2018 as compared to 2017 was primarily due to increased profitability in 2018, lower cash paid for income taxes due to a lower U.S. federal statutory tax rate due to the application of the TCJA during 2018 and the timing of collections and payments of other working capital items. The increase in cash provided by operating activities for 2018 as compared to 2017 was partially offset by a one-time contribution to the Akamai Foundation of $50.0 million, as well as higher cash payments for taxes during 2016annual bonus payouts in the first quarter of 2018 as compared to 2015.2017 due to increased headcount from hiring in 2017.



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Cash Used in Investing Activities


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)2017 2016 20152019 2018 2017
Cash paid for acquired businesses, net of cash acquired$(369,073) $(95,439) $(141,147)$(165,329) $(79) $(369,073)
Purchases of property and equipment and capitalization of internal-use software development costs(414,778) (316,289) (444,983)(562,077) (405,741) (414,778)
Net marketable securities activity326,272
 (58,484) 153,060
(904,919) (98,647) 326,272
Other investing activities(2,098) 782
 (2,494)(35,609) (2,066) (1,586)
Net cash used in investing activities$(459,677) $(469,430) $(435,564)$(1,667,934) $(506,533) $(459,165)

The decrease in cash used in investing activities in 2017 as compared to 2016 was driven by a decrease in marketable securities activity. This was offset by the funding our 2017 acquisitions of Nominum and Soasta. We also increased our purchases of property and equipment in 2017 as compared to 2016 to support both network and facility expansion.


The increase in cash used in investing activities in 20162019 as compared to 20152018 was primarily driven by an increase in purchases of marketable securities with the proceeds from our August 2019 issuance of convertible senior notes, cash paid for acquired companies in 2019, increased capital expenditures and cash invested in an equity method investment.

The increase in cash used in investing activities in 2018 as compared to 2017 was driven by net marketable securities activity which was a net outflow for the year. Our excess cash as well as theactivities. In 2017, we did not reinvest all proceeds from sales and maturities of our marketable securities were reinvested,which created a cash inflow in that year. The increase in cash used in investing activities in 2018 as compared to 2015, where we did not reinvest a portion2017 was partially offset by the cash paid in 2017 for the acquisitions of Nominum, Inc. and Soasta, Inc.



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Cash (Used in) Provided by Financing Activities

 For the Years Ended December 31,
(in thousands)2019 2018 2017
Activity related to convertible senior notes$318,554
 $990,390
 $
Activity related to stock-based compensation(18,154) (1,697) (2,715)
Repurchases of common stock(334,519) (750,000) (361,194)
Other financing activities(1,558) (5,085) (1,096)
Net cash (used in) provided by financing activities$(35,677) $233,608
 $(365,005)

The change in net cash used in or provided by financing activities in 2019 as compared to 2018 was due to our proceedsrepayment of $690 million of aggregate principal of convertible notes in order to fund acquisitions. This outflow was2019, partially offset by a decrease in purchases of property and equipment during 2016, as compared 2015, as we moderated investment inshares repurchased under our network. Additionally, acquisitions during 2016 were of a smaller magnitude than those during 2015.repurchase programs.

Cash Used in Financing Activities

 For the Years Ended December 31,
(in thousands)2017 2016 2015
Activity related to stock-based compensation$(2,715) $14,015
 $7,627
Repurchases of common stock(361,194) (373,794) (302,606)
Other financing activities(1,096) 
 (2,050)
Net cash used in financing activities$(365,005) $(359,779) $(297,029)


The increasechange in net cash used in or provided by financing activities during 20172018 as compared to 20162017 was primarily due tothe result of our issuance of convertible senior notes issued in May 2018 and related note hedge and warrant transactions. The increase was partially offset by an increase in employee taxes paid related to net share settlement of stock-based awards. The increase in cash used in financing activities during 2016 as compared to 2015 was primarily the result of increased share repurchases.shares repurchased under our repurchase programs.


In October 2013, the Board of Directors authorized a $750.0 million share repurchase program, effective from October 16, 2013 through December 31, 2016. In February 2016, the Board of Directors authorized a $1.0 billion share repurchase program that superseded the October 2013 repurchase program and becamewas effective infrom February 2016 through December 31, 2018. The Company's goalsIn March 2018, the Board of Directors increased the share repurchase authorization by $416.7 million, such that the amount that was authorized and available for repurchase in 2018 was $750.0 million. Subsequently, effective November 2018, the Board of Directors authorized an additional $1.1 billion repurchase program through December 2021. Our goal for the share repurchase program areprograms is to offset the dilution created by itsour employee equity compensation programs and to provide the flexibility to return capital to shareholders as business and market conditions warrant.


During 2017, 20162019, 2018 and 2015,2017, we repurchased 6.94.0 million, 7.010.2 million and 4.56.9 million shares of our common stock, respectively, at an average price per share of $52.59, $53.28$82.90, $73.54 and $67.05,$52.59, respectively. These repurchases have contributed to a decrease in weighted averageto shares outstanding over at least the past three years.


Convertible Senior Notes


In August 2019, we issued $1,150.0 million in par value of convertible senior notes due 2027 and entered into related convertible note hedge and warrant transactions. We intend to use the net proceeds of the offering for share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.

In May 2018, we issued $1,150.0 million in par value of convertible senior notes due 2025 and entered into related convertible note hedge and warrant transactions. We used a portion of the net proceeds to repay at maturity all of our $690.0 million outstanding aggregate principle amount of convertible senior notes due in 2019. In addition, we have used and expect to continue to use the remaining net proceeds of the offering for share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.

In February 2014, we issued $690.0 million in par value of convertible senior notes due 2019 and entered into related convertible note hedge and warrant transactions. The notes were classified as a current liability on our consolidated balance sheet as of December 31, 2018. We repaid the full $690.0 million in principal amount of the notes in cash in February 2019, as the notes matured and no conversions occurred.

The terms of the notes and the hedge and warrant transactions are discussed more fully in Note 11 to the consolidated financial statements included elsewhere in this annual report on Form 10-K. We have

Revolving Credit Facility

In May 2018, we entered into a $500.0 million, five-year revolving credit agreement, or the Credit Agreement. Borrowings under the facility may be used and intend to use, the net proceeds of the offering for share repurchases,finance working capital needs and for general corporate purposes, including potential acquisitions and other strategic transactions.purposes. The facility provides for an initial $500.0 million in revolving loans. Under specified circumstances, the facility can be increased to up to $1.0 billion in aggregate principal amount.


The convertible senior notes are due

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Borrowings under the Credit Agreement bear interest, at our option, at a base rate plus a spread of 0.00% to 0.25% or an adjusted LIBOR rate plus a spread of 0.875% to 1.25%, in February 2019, and are classified as a long-term liabilityeach case with such spread being determined based on our consolidated balance sheetleverage ratio specified in the Credit Agreement. Regardless of what amounts, if any, are outstanding under the Credit Agreement, we are also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075% to 0.15%, with such rate being based on our consolidated leverage ratio specified in the Credit Agreement.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Principal covenants include a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. There were no outstanding borrowings under the Credit Agreement as of December 31, 2017. We are currently assessing our options with respect to repayment of the notes.2019. 


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Liquidity Outlook


We believe, basedBased on our present business plan, thatwe expect our current cash, cash equivalents and marketable securities balances and our forecasted cash flows from operations willto be sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating costs, include our expected capital expenditures, investments in information technology and facility expansion, opportunistic business acquisitions, anticipated share repurchases, lease and purchase commitments and settlements of other long-term liabilities.


Contractual Obligations, Contingent Liabilities and Commercial Commitments


The following table presents our contractual obligations and commercial commitments, as of December 31, 2017,2019, for the next five years and thereafter (in thousands):
 
Payments Due by PeriodPayments Due by Period
Total 
Less than
12 Months

 
12 to 36
Months

 
36 to 60
Months

 
More than
60 Months

Total 
Less than
12 Months
 
12 to 36
Months
 
36 to 60
Months
 
More than
60 Months
Real estate operating leases$756,998
 $50,187
 $110,449
 $114,891
 $481,471
Bandwidth and co-location agreements137,109
 108,988
 28,121
 
 
Operating lease obligations: (1)
         
Real estate arrangements$907,441
 $77,961
 $154,960
 $141,971
 $532,549
Co-location arrangements116,346
 63,514
 27,153
 10,984
 14,695
Bandwidth agreements113,243
 83,124
 28,598
 1,431
 90
Open vendor purchase orders105,340
 93,385
 9,380
 2,575
 
225,813
 190,042
 31,525
 3,882
 364
Convertible senior notes690,000
 
 690,000
 
 
2,300,000
 
 
 
 2,300,000
Total contractual obligations$1,689,447
 $252,560
 $837,950
 $117,466
 $481,471
$3,662,843
 $414,641
 $242,236
 $158,268
 $2,847,698


(1) Excludes $13.7 million of obligations for operating leases that have not yet commenced. See Note 12 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for additional information.

In accordance with the authoritative guidance for accounting for uncertainty in income taxes, as of December 31, 2017,2019, we had unrecognized tax benefits of $90.7$32.6 million, including $10.7$7.8 million of accrued interest and penalties. We believe that it is reasonably possible that $3.3$2.8 million of our unrecognized tax benefits will be recognized by the end of 2018.2020. The settlement period for the remaining amount of the unrecognized tax benefits is unknown.


Letters of Credit


As of December 31, 2017,2019, we had outstanding $6.4$7.4 million in irrevocable letters of credit issued by us in favor of third party beneficiaries, primarily related to facility leases. These irrevocable letters of credit, which are not included in the table of contractual obligations above, are unsecured and are expected to remain in effect, in some cases, until 2028.2026.




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Off-Balance Sheet Arrangements


We have entered into indemnification agreements with third parties, including vendors, customers, landlords, our officers and directors, shareholders of acquired companies, joint venture partners and third parties to which we license technology. Generally, these indemnification agreements require us to reimburse losses suffered by a third party due to various events, such as lawsuits arising from patent or copyright infringement or our negligence. These indemnification obligations are considered off-balance sheet arrangements in accordance with the authoritative guidance for guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others. See Note 1213 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for further discussion of these indemnification agreements. The fair value of guarantees issued or modified during 20172019 and 20162018 was determined to be immaterial.


Legal Matters


We are party to litigation that we consider routine and incidental to our business. We do not currently expect the results of any of these litigation matters to have a material effect on our business, results of operations, financial condition or cash flows.

In November 2015, Limelight filed a complaint in the U.S. District Court for the Eastern District of Virginia against Akamai and XO Communications LLC, or XO, alleging patent infringement by the two companies. The complaint seeks to recover from Akamai and XO significant monetary damages based upon lost revenue due to infringing technology used by the companies. We have agreed to indemnify XO for damages it incurs in this matter. We have made counterclaims in the action against Limelight alleging that Limelight has infringed Akamai content delivery patents, and we are seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. We currently believe that the outcome of this litigation will not have a material impact on our business.


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Significant Accounting Policies and Estimates


See Note 2 to the consolidated financial statements included elsewhere in this annual report on Form 10-K for information regarding recent and newly adopted accounting pronouncements.


Application of Critical Accounting Policies and Estimates


Overview


Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, cash flow and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, accounts receivable and related reserves, valuation and impairment of marketable securities, capitalized internal-use software development costs, goodwill and acquired intangible assets, income tax reserves, impairment and useful lives of long-lived assets and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances at the time such estimates are made. Actual results may differ from these estimates. For a complete description of our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.


Definitions


We define our critical accounting policies as those policies that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our consolidated financial statements. Our estimates are based upon assumptions and judgments about matters that are highly uncertain at the time an accounting estimate is made and applied and require us to assess a range of potential outcomes.


Review of Critical Accounting Policies and Estimates


Revenue Recognition


RevenueOur contracts with customers sometimes include promises to transfer multiple services to a customer. Determining whether services are distinct performance obligations often requires the exercise of judgment by management. Advanced features that enhance a main product or service and are highly interrelated are generally not considered distinct; rather, they are combined with the service they relate to into one performance obligation. Different determinations related to combining services into performance obligations could result in differences in the timing and amount of revenue recognized in a period.

Determination of the standalone selling price, or SSP, also requires the exercise of judgment by management. SSP is recognized only whenbased on observable inputs such as the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

We primarily derive revenue from sales of services to customers executing contracts with terms of one year or longer. These contracts generally commit the customer to a minimum monthly, quarterly or annual level of usage and specify the rate at which the customer must pay for actual usage above the monthly, quarterly or annual minimum. For contracts with a monthly commitment, we recognize the monthly minimum as revenue each month, provided that an enforceable contract has been signed by both parties, the service has been delivered to the customer, the feecharge for the service when sold separately, or the discounted list price per management’s approved price list. In cases where services are not sold separately or price list rates are not available, a cost-plus-margin approach or adjusted market approach is fixed or determinable and collection is reasonably assured. Should a customer’s usage of our service exceed the monthly minimum, we recognize revenue for such excess usageused to determine SSP. Changes to SSP could result in differences in the periodallocation of the additional usage. For annual or other non-monthly period revenue commitments, we recognize revenue monthly based upon the customer’s actual usage each month of the commitment period and only recognize any remaining committed amount for the applicable periodtransaction price among performance obligations, which could result in differences in the last month thereof.

We typically charge customers an integration fee when the purchased services are first activated. The integration fees are recorded as deferredtiming and amount of revenue and recognized as revenue ratably over the estimated life of the customer arrangement. We also derive revenue from services sold as discrete, non-recurring events or based solely on usage. For these services, we recognize revenue once the event or usage has occurred.

When more than one element is contained in a revenue arrangement, we determine the fair value for each element in the arrangement based on vendor-specific objective evidence, or VSOE, for each respective element, including any renewal rates for services contractually offered to the customer. Elements typically included in our multiple element arrangements consist of our core services – the delivery of content, applications and software over the Internet – as well as mobile and security solutions and enterprise professional services. These elements have value to our customers on a stand-alone basis in that they can be sold separately by another vendor. Generally, there is no right of return relative to these services.period.


We typically use VSOE to determine the fair value of our separate elements. All stand-alone sales of professional services are reviewed to establish the average stand-alone selling price for those services. For our core services, the fair value is the price charged for a single deliverable on a per unit basis when it is sold separately.




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For arrangements in which we are unable to establish VSOE, third party evidence, or TPE, of the fair value of each element is determined based upon the price charged when the element is sold separately by another vendor. For arrangements in which we are unable to establish VSOE or TPE for each element, we use the best estimate of selling price, or BESP, to determine the fair value of the separate deliverables. We estimate BESP based upon a management-approved price list and pre-established discount levels for each solution that take into consideration volume, geography and industry lines. We allocate arrangement consideration across the multiple elements using the relative selling price method.

At the inception of a customer contract, we make an estimate as to that customer’s ability to pay for the services provided. We base our estimate on a combination of factors, including the successful completion of a credit check or financial review, our collection experience with the customer and other forms of payment assurance. Upon the completion of these steps, we recognize revenue monthly in accordance with our revenue recognition policy. If we subsequently determine that collection from the customer is not reasonably assured, we record an allowance for doubtful accounts and bad debt expense for all of that customer’s unpaid invoices and cease recognizing revenue for continued services provided until cash is received from the customer. Changes in our estimates and judgments about whether collection is reasonably assured would change the timing of revenue or amount of bad debt expense that we recognize.

We also sell our services through a reseller channel. Assuming all other revenue recognition criteria are met, we recognize revenue from reseller arrangements based on the reseller’s contracted non-refundable minimum purchase commitments over the term of the contract, plus amounts sold by the reseller to its customers in excess of the minimum commitments. Amounts attributable to this excess usage are recognized as revenue in the period in which the service is provided.


From time to time, we enter into contracts to sell our services or license our technology to unrelated enterprises at or about the same time that we enter into contracts to purchase products or services from the same enterprises. Consideration payable to a customer is reviewed as part of the transaction price. If we conclude that these contracts were negotiated concurrently, we record asthe payment to the customer does not represent payment for a distinct service, revenue is recognized only up to the net cash received fromamount of consideration after customer payment obligations are considered. Different determinations on whether a payment represents a distinct service could result in differences in the vendor, unless the product or service received has a separate and identifiable benefit and the fair value to usamount of the vendor’s product or service can be objectively established.revenue recognized.


We may from time to timealso resell the licenses or services of third parties. We record revenueIf we are acting as an agent in an arrangement with a customer to provide third party services, the transaction price reflects only the net amount to which we will be entitled, after accounting for these transactions on a gross basis when we have risk of loss relatedpayments made to the amounts purchased from the third party andresponsible for satisfying the performance obligation. Different determinations on whether we add value toare acting as an agent or a principal could change the license or service, such as by providing maintenance or support for such license or service. If these conditions are present, we recognizeamount of revenue when all other revenue recognition criteria are satisfied.recognized.

Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly billed service fees, prepayments made by customers for future periods, deferred integration and activation set-up fees and amounts billed under customer arrangements with extended payment terms.


Accounts Receivable and Related Reserves


Trade accounts receivable are recorded at the invoiced amounts and do not bear interest. In addition to trade accounts receivable, our accounts receivable balance includes unbilled accounts that represent revenue recorded for customers that is typically billed within one month. We record reserves against our accounts receivable balance. These reserves primarily consist of allowances for doubtful accounts and revenue from certain customers on a cash-basis.accounts. Increases and decreases in the allowance for doubtful accounts are included as a component of general and administrative expense in the consolidated statements of income. Increases in the reserve for cash-basis customers are recorded as a reduction of revenue. The reserve for cash-basis customers increases as services are provided to customers for which collection is no longer reasonably assured. The reserve decreases and revenue is recognized when and if cash payments are received.


Estimates are used in determining theseour reserves and are based upon our review of outstanding balances on a customer-specific, account-by-account basis. The allowance for doubtful accounts is based upon a review of customer receivables from prior sales with collection issues where we no longer believe that the customer has the ability to pay for prior services provided. We perform ongoing credit evaluations of our customers. If such an evaluation indicates that payment is no longer reasonably assured for services provided, any future services provided to that customer will result in creation of a cash basis reserve until we receive consistent payments.



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Valuation and Impairment of Marketable Securities


We measure the fair value of our financial assets and liabilities at the end of each reporting period. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We have certain financial assets and liabilities recorded at fair value (principally cash equivalents and short- and long-term marketable securities) that have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the reporting date. Fair values determined by Level 2 inputs utilize data points other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair values determined by Level 3 inputs are based on unobservable data points for the asset or liability.


Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. We periodically evaluate whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors, the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health of, and business outlook for, the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends; and our intent and ability to retain our investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established. Assessing the above factors involves inherent uncertainty. Write-downs, if recorded, could be materially different from the actual market performance of marketable securities in our portfolio if, among other things, relevant information related to our investments and marketable securities was not publicly available or other factors not considered by us would have been relevant to the determination of impairment.


Impairment and Useful Lives of Long-Lived Assets


We review our long-lived assets, such as property and equipment and acquired intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events that would trigger an impairment review include a change in the use of the asset or forecasted negative cash flows related to the asset. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset. If a readily determinable market price does not exist, fair value is


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estimated using discounted expected cash flows attributable to the asset. The estimates required to apply this accounting policy include forecasted usage of the long-lived assets, the useful lives of these assets and expected future cash flows. Changes in these estimates could materially impact results from operations.


Goodwill and Acquired Intangible Assets


We test goodwill for impairment on an annual basis, as of December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have concluded that we have one reporting unit and that our chief operating decision maker is our chief executive officer and the executive management team. We have assigned the entire balance of goodwill to our one reporting unit. The fair value of the reporting unit was based on our market capitalization as of each of December 31, 20172019 and 20162018, and it was substantially in excess of the carrying value of the reporting unit at each date.
    
Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights. We engaged third party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible assets.


Income Taxes


Our provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated for the estimated future tax effects attributable to temporary differences and carryforwards by using expected tax rates in effect in the years during which the differences are expected to reverse or the carryforwards are expected to be realized.


We currently have net deferred tax assets, comprised of net operating loss, or NOL, carryforwards, tax credit carryforwards and deductible temporary differences. Our management periodically weighs the positive and negative evidence to determine if it is more likely than notmore-likely-than-not that some or all of the deferred tax assets will be realized. In determining our net deferred tax assets


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and valuation allowances, annualized effective tax rates and cash paid for income taxes, management is required to make judgments and estimates about domestic and foreign profitability, the timing and extent of the utilization of NOL carryforwards, applicable tax rates, transfer pricing methodologies and tax planning strategies. Judgments and estimates related to our projections and assumptions are inherently uncertain; therefore, actual results could differ materially from our projections.


We have recorded certain tax reserves to address potential exposures involving our income tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions. Our estimate of the value of our tax reserves contains assumptions based on past experiences and judgments about the interpretation of statutes, rules and regulations by taxing jurisdictions. It is possible that the costs of the ultimate tax liability or benefit from these matters may be more or less than the amount that we estimated.


Uncertainty in income taxes is recognized in our consolidated financial statements using a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to be sustained based on technical merit, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that we believe has a greater than 50% likelihood of being realized upon ultimate settlement.

The TCJA made significant changes to the U.S. Internal Revenue Code, including a corporate income tax rate decrease from 35% to 21%, the implementation of a modified territorial tax system, a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 and the repeal of the domestic production activities deduction, among other items. The Securities and Exchange Commission, or the Commission, issued guidance for the accounting for certain income tax effects of the TCJA that allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

We have recognized the provisional impacts related to the one-time transition tax and the re-measurement of our deferred tax balances in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact could materially differ from the provisional amounts we have recorded due to additional analysis, changes in assumptions or interpretations we have made, additional guidance that may be issued and actions we may take as a result of the TCJA. For the one-time transition tax, further information is required to finalize the estimated amount of accumulated foreign earnings as well as to validate the amount of earnings represented by theaggregate foreign cash position as defined in the TCJA. For the re-measurement of the deferred tax assets andliabilities, further analysis will be required to refine our calculations and related account balances. We expect to complete the analysis within the measurement period, and any subsequent adjustment to the provisional amounts will be recognized as a current tax provision or benefit in the quarter of 2018 in which the analysis is completed.


Accounting for Stock-Based Compensation


We issue stock-based compensation awards including stock options, restricted stock units and deferred stock units. We measure the fair value of these awards at the grant date and recognize such fair value as expense over the vesting period. We have selected the Black-Scholes option pricing model to determine the fair value of stock option awards and the Monte Carlo simulation model to determine the fair value of market-based restricted stock unit awards. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected life of the stock awards and the volatility of the underlying common stock. Our assumptions may differ from those used in prior periods. Changes to the assumptions may have a significant impact on the fair value of stock-based awards, which could have a material impact on our financial statements. Judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Should our actual forfeiture rates differ significantly from our estimates, our stock-based compensation expense and results of operations could be materially impacted. In addition, for awards that vest and become exercisable only upon achievement of specified performance conditions, we make judgments and estimates each quarter about the probability that such performance


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conditions will be met or achieved. Changes to the estimates we make from time to time may have a significant impact on our stock-based compensation expense and could materially impact our result of operations.



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Capitalized Internal-Use Software Costs


We capitalize salaries and related costs, including stock-based compensation, of employees and consultants who devote time to the development of internal-use software development projects, as well as interest expense related to our senior convertible notes. Capitalization begins during the application development stage, once the preliminary project stage has been completed. If a project constitutes an enhancement to previously-developed software, we assess whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization. We periodically assess whether triggering events are present to review internal-use software for impairment. Changes in our estimates related to internal-use software would increase or decrease operating expenses or amortization recorded during the period.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Interest Rate Risk


Our portfolio of cash equivalents and short- and long-term investments is maintained in a variety of securities, including U.S. government agency obligations, high-quality corporate debt securities, commercial paper, mutual funds and money market funds. The majority of our investments are classified as available-for-sale securities and carried at fair market value with cumulative unrealized gains or losses recorded as a component of accumulated other comprehensive loss within stockholders' equity. A sharp rise in interest rates could have an adverse impact on the fair market value of certain securities in our portfolio. We do not currently hedge our interest rate exposure and do not enter into financial instruments for trading or speculative purposes.


Foreign Currency Risk


Growth in our international operations will incrementally increase our exposure to foreign currency fluctuations as well as other risks typical of international operations that could impact our business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures and other regulations and restrictions.


Transaction Exposure


Foreign exchange rate fluctuations may adversely impact our consolidated results of operations as exchange rate fluctuations on transactions denominated in currencies other than functional currencies result in gains and losses that are reflected in our consolidated statements of income. We enter into short-term foreign currency forward contracts to offset foreign exchange gains and losses generated by the re-measurement of certain assets and liabilities recorded in non-functional currencies. Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in our consolidated statements of income within other (expense) income, (expense), net. Foreign currency transaction gains and losses from these forward contracts were determined to be immaterial during the years ended December 31, 2017, 20162019, 2018 and 2015.2017. We do not enter into derivative financial instruments for trading or speculative purposes.


Translation Exposure


To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased revenue and operating expenses. Conversely, our revenue and operating expenses will decrease when the U.S. dollar strengthens against foreign currencies.


Foreign exchange rate fluctuations may also adversely impact our consolidated financial condition as the assets and liabilities of our foreign operations are translated into U.S. dollars in preparing our consolidated balance sheet. These gains or losses are recorded as a component of accumulated other comprehensive loss within stockholders' equity.




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Credit Risk


Concentrations of credit risk with respect to accounts receivable are limited to certain customers to which we make substantial sales. Our customer base consists of a large number of geographically dispersed customers diversified across numerous industries. We believe that our accounts receivable credit risk exposure is limited. As of December 31, 20172019 and 2016,2018, no customer had an accounts receivable balance of 10% or more of our accounts receivable. We believe that at December 31, 2017,2019, the concentration of credit risk related to accounts receivable was insignificant.






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Item 8. Financial Statements and Supplementary Data


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of Akamai Technologies, Inc.


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of Akamai Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20172019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.


Change in Accounting Principle


As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based paymentsleases in 2017.2019.

Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(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 consolidatedfinancial 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.



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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


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preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


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


Critical Audit Matters


The critical audit 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.

Massachusetts Appellate Tax Board Appeal

As described in Note 19 to the consolidated financial statements, the Company is currently involved in litigation related to certain adverse audit determinations. In the second quarter of 2018, the Company filed an appeal with the Massachusetts Appellate Tax Board contesting the adverse audit findings related to certain tax benefits and exemptions. The appeal hearing was held in late 2019 and the Company awaits the judge’s determination. Management has determined that it is more-likely-than-not that it will prevail, and no reserve has been recorded related to these controversies. However, over the next 12 months, management's current assumptions and positions could change based on audit determinations and other events impacting management’s analysis. As disclosed by management, such events, if resolved unfavorably, could significantly impact the Company’s effective income tax rate and results of operations. Management has estimated that an adverse ruling related to the Massachusetts controversy could result in a gross income tax charge of approximately $35.0 million, which could be partially offset by certain state tax credits of $25.0 million which are not currently benefited as a result of the Company’s valuation allowance assessment.

The principal considerations for our determination that performing procedures related to the Massachusetts Appellate Tax Board appeal is a critical audit matter are there was significant judgment by management when determining the Company’s uncertain tax position relative to the Massachusetts Appellate Tax Board appeal, including a high degree of estimation uncertainty relative to numerous and complex tax laws and assessment of judicial precedent. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s judgments. Also, the evaluation of audit evidence available to support the Massachusetts Appellate Tax Board appeal required significant auditor judgment as the nature of the evidence is often highly subjective and the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained.



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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 Company’s identification and recognition of the liability for uncertain tax positions, including controls over the evaluation of the technical merits of the Company’s appeal and evaluation of numerous and complex tax laws and judicial precedent relevant to the appeal. These procedures also included, among others, 1) evaluating the reasonableness of management’s assessment that it is more-likely-than-not the Company will prevail in the Massachusetts Appellate Tax Board matter, including the potential for an unfavorable outcome of the appeal, and 2) professionals with specialized skill and knowledge were used to assist in the evaluation of management’s assessment of the technical merits of the tax position, including evaluating the reasonableness of management’s assessment of whether the tax position is more-likely-than not of being sustained and the application of relevant tax laws and assessment of the judicial precedent.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 1, 2018February 28, 2020


We have served as the Company’s auditor since 1998.  






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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS


(in thousands, except share data)December 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
ASSETS      
Current assets:      
Cash and cash equivalents$313,382
 $324,169
$393,745
 $1,036,455
Marketable securities398,554
 512,849
1,143,249
 855,650
Accounts receivable, net of reserves of $1,279 and $6,145 at December 31, 2017 and 2016, respectively459,127
 368,596
Accounts receivable, net of reserves of $1,880 and $1,534 at December 31, 2019 and 2018, respectively551,943
 479,889
Prepaid expenses and other current assets137,809
 104,303
142,676
 163,360
Total current assets1,308,872
 1,309,917
2,231,613
 2,535,354
Marketable securities835,384
 209,066
Property and equipment, net862,535
 801,017
1,152,153
 910,618
Marketable securities567,592
 779,311
Operating lease right-of-use assets758,450
 
Acquired intangible assets, net179,431
 168,348
Goodwill1,498,688
 1,228,503
1,600,265
 1,487,404
Acquired intangible assets, net201,259
 149,463
Deferred income tax assets51,069
 8,982
76,528
 34,913
Other assets112,829
 95,953
173,062
 116,067
Total assets$4,602,844
 $4,373,146
$7,006,886
 $5,461,770
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable$80,278
 $76,120
$138,946
 $99,089
Accrued expenses283,743
 238,777
334,861
 328,304
Deferred revenue77,705
 52,972
71,223
 69,083
Convertible senior notes
 686,552
Operating lease liabilities139,463
 
Other current liabilities22,178
 6,719
8,843
 27,681
Total current liabilities463,904
 374,588
693,336
 1,210,709
Deferred revenue6,839
 3,758
4,368
 4,557
Deferred income tax liabilities15,510
 11,652
29,187
 19,624
Convertible senior notes662,913
 640,087
1,839,791
 874,080
Operating lease liabilities692,181
 
Other liabilities142,955
 118,691
90,065
 160,940
Total liabilities1,292,121
 1,148,776
3,348,928
 2,269,910
Commitments and contingencies (Note 12)
 
Commitments and contingencies (Note 13)

 

Stockholders’ equity:      
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued or outstanding
 

 
Common stock, $0.01 par value; 700,000,000 shares authorized; 169,893,324 and 173,254,797 shares issued and outstanding at December 31, 2017 and 2016, respectively1,699
 1,733
Common stock, $0.01 par value; 700,000,000 shares authorized; 162,000,843 and 162,904,550 shares issued and outstanding at December 31, 2019 and 2018, respectively1,620
 1,629
Additional paid-in capital4,073,362
 4,239,588
3,653,486
 3,670,033
Accumulated other comprehensive loss(21,930) (56,222)(45,144) (48,912)
Accumulated deficit(742,408) (960,729)
Retained earnings (accumulated deficit)47,996
 (430,890)
Total stockholders’ equity3,310,723
 3,224,370
3,657,958
 3,191,860
Total liabilities and stockholders’ equity$4,602,844
 $4,373,146
$7,006,886
 $5,461,770


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




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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME


(in thousands, except per share data)For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018 2017
Revenue$2,502,996
 $2,340,049
 $2,197,448
$2,893,617
 $2,714,474
 $2,489,035
Costs and operating expenses:          
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)875,758
 809,001
 725,620
987,624
 953,485
 875,837
Research and development222,434
 167,628
 148,591
261,365
 246,165
 222,434
Sales and marketing493,632
 426,967
 440,988
523,883
 517,353
 481,522
General and administrative509,165
 439,916
 388,265
516,093
 574,067
 509,165
Amortization of acquired intangible assets30,904
 26,642
 27,067
38,581
 33,311
 30,904
Restructuring charges54,884
 10,301
 767
Restructuring charge17,153
 27,594
 54,884
Total costs and operating expenses2,186,777
 1,880,455
 1,731,298
2,344,699
 2,351,975
 2,174,746
Income from operations316,219
 459,594
 466,150
548,918
 362,499
 314,289
Interest income17,855
 14,702
 11,200
34,355
 26,940
 17,855
Interest expense(18,839) (18,638) (18,525)(49,364) (43,202) (18,839)
Other income (expense), net887
 3,788
 (2,201)
Other (expense) income, net(1,428) (3,148) 887
Income before provision for income taxes316,122
 459,446
 456,624
532,481
 343,089
 314,192
Provision for income taxes97,801
 143,314
 135,218
(53,350) (44,716) (91,426)
Loss from equity method investment(1,096) 
 
Net income$218,321
 $316,132
 $321,406
$478,035
 $298,373
 $222,766
Net income per share:          
Basic$1.27
 $1.81
 $1.80
$2.94
 $1.78
 $1.30
Diluted$1.26
 $1.79
 $1.78
$2.90
 $1.76
 $1.29
Shares used in per share calculations:          
Basic171,559
 174,917
 178,391
162,706
 167,312
 171,559
Diluted172,711
 176,215
 180,415
164,573
 169,188
 172,711


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




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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)2017 2016 20152019 2018 2017
Net income$218,321
 $316,132
 $321,406
$478,035
 $298,373
 $222,766
Other comprehensive income (loss):          
Foreign currency translation adjustments34,698
 (14,081) (22,872)(1,020) (27,585) 36,151
Change in unrealized loss on investments, net of income tax benefit of $245, $432 and $773 for the years ended December 31, 2017, 2016 and 2015, respectively(406) (688) (970)
Change in unrealized gain (loss) on investments, net of income tax (provision) benefit of $(666), $(200) and $245 for the years ended December 31, 2019, 2018 and 2017, respectively4,788
 603
 (406)
Other comprehensive income (loss)34,292
 (14,769) (23,842)3,768
 (26,982) 35,745
Comprehensive income$252,613
 $301,363
 $297,564
$481,803
 $271,391
 $258,511


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






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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)For the Years Ended December 31,
2019 2018 2017
Cash flows from operating activities:     
Net income$478,035
 $298,373
 $222,766
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization440,674
 434,520
 372,313
Stock-based compensation187,140
 183,813
 164,308
Provision (benefit) for deferred income taxes933
 2,339
 (7,244)
Amortization of debt discount and issuance costs45,857
 41,958
 18,839
Restructuring-related software charge3,784
 4,940
 31,965
Other non-cash reconciling items, net4,744
 12,078
 10,068
Changes in operating assets and liabilities, net of effects of acquisitions:     
Accounts receivable(64,471) (30,445) (50,054)
Prepaid expenses and other current assets11,689
 (4,132) (28,968)
Accounts payable and accrued expenses8,769
 42,238
 33,232
Deferred revenue(13,547) (919) 2,938
Other current liabilities(17,230) 9,422
 16,378
Other non-current assets and liabilities(28,073) 14,142
 14,442
Net cash provided by operating activities1,058,304
 1,008,327
 800,983
Cash flows from investing activities:     
Cash paid for acquisitions, net of cash acquired(165,329) (79) (369,073)
Cash paid for equity method investment(36,008) 
 
Purchases of property and equipment(359,667) (217,609) (254,146)
Capitalization of internal-use software development costs(202,410) (188,132) (160,632)
Purchases of short-and long-term marketable securities(1,990,148) (873,697) (326,497)
Proceeds from sales of short-and long-term marketable securities856
 16,569
 219,916
Proceeds from maturities of short-and long-term marketable securities1,084,373
 758,481
 432,853
Other non-current assets and liabilities399
 (2,066) (1,586)
Net cash used in investing activities(1,667,934) (506,533) (459,165)
Cash flows from financing activities:     
Proceeds from the issuance of convertible senior notes1,135,629
 1,132,185
 
Proceeds from the issuance of warrants185,150
 119,945
 
Purchase of note hedge related to convertible senior notes(312,225) (261,740) 
Repayment of convertible senior notes(690,000) 
 
Proceeds related to the issuance of common stock under stock plans57,112
 62,608
 55,680
Employee taxes paid related to net share settlement of stock-based awards(75,266) (64,305) (58,395)
Repurchases of common stock(334,519) (750,000) (361,194)
Other non-current assets and liabilities(1,558) (5,085) (1,096)
Net cash (used in) provided by financing activities(35,677) 233,608
 (365,005)
Effects of exchange rate changes on cash and cash equivalents2,466
 (12,844) 12,990
Net (decrease) increase in cash and cash equivalents(642,841) 722,558
 (10,197)
Cash, cash equivalents and restricted cash at beginning of year1,036,987
 314,429
 324,626
Cash, cash equivalents and restricted cash at end of year$394,146
 $1,036,987
 $314,429


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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(in thousands)For the Years Ended December 31,
2017 2016 2015
Cash flows from operating activities:     
Net income$218,321
 $316,132
 $321,406
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization372,313
 334,302
 299,563
Stock-based compensation164,308
 144,506
 126,677
(Benefit) provision for deferred income taxes(869) 7,308
 4,098
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
Restructuring-related software charges31,965
 4,587
 
Other non-cash reconciling items, net10,068
 5,987
 5,804
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:     
Accounts receivable(63,825) 3,356
 (56,247)
Prepaid expenses and other current assets(22,311) 23,881
 7,137
Accounts payable and accrued expenses33,232
 18,491
 51,624
Deferred revenue1,142
 (1,213) 3,224
Other current liabilities16,378
 5,484
 (345)
Other non-current assets and liabilities21,422
 (9,647) 11,986
Net cash provided by operating activities800,983
 871,812
 793,452
Cash flows from investing activities:     
Cash paid for acquisitions, net of cash acquired(369,073) (95,439) (141,147)
Purchases of property and equipment(254,146) (180,949) (311,676)
Capitalization of internal-use software development costs(160,632) (135,340) (133,307)
Purchases of short- and long-term marketable securities(326,497) (781,061) (692,879)
Proceeds from sales of short and long-term marketable securities219,916
 57,740
 2,008
Proceeds from maturities of short and long-term marketable securities432,853
 664,837
 843,931
Other non-current assets and liabilities(2,098) 782
 (2,494)
Net cash used in by investing activities(459,677) (469,430) (435,564)
Cash flows from financing activities:     
Proceeds related to the issuance of common stock under stock plans55,680
 59,560
 61,791
Employee taxes paid related to net share settlement of stock-based awards(58,395) (45,545) (54,164)
Repurchases of common stock(361,194) (373,794) (302,606)
Other non-current assets and liabilities(1,096) 
 (2,050)
Net cash used in financing activities(365,005) (359,779) (297,029)
Effects of exchange rate changes on cash and cash equivalents12,912
 (7,907) (10,036)
Net (decrease) increase in cash and cash equivalents(10,787) 34,696
 50,823
Cash and cash equivalents at beginning of year324,169
 289,473
 238,650
Cash and cash equivalents at end of year$313,382
 $324,169
 $289,473
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes, net of refunds received in the years ended December 31, 2017, 2016 and 2015 of $6,750, $1,664 and $19,374, respectively$91,640
 $120,223
 $75,033
Non-cash financing and investing activities:     
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses$27,209
 $36,742
 $19,327
Capitalization of stock-based compensation$28,851
 $23,093
 $17,867
(in thousands)For the Years Ended December 31,
2019 2018 2017
Supplemental disclosure of cash flow information:     
Cash paid for income taxes, net of refunds received in the years ended December 31, 2019, 2018 and 2017 of $3,731, $18,501 and $6,750, respectively$73,898
 $45,129
 $91,640
Cash paid for interest expense1,438
 639
 
Cash paid for operating lease liabilities153,818
 

 

Non-cash activities:     
Operating lease right-of-use assets obtained in exchange for operating lease liabilities529,376
    
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses88,238
 54,867
 27,209
Capitalization of stock-based compensation35,905
 34,785
 28,851
      
Reconciliation of cash, cash equivalents and restricted cash:  

 

Cash and cash equivalents$393,745
 $1,036,455
 $313,382
Restricted cash401
 532
 1,047
Cash, cash equivalents and restricted cash$394,146
 $1,036,987
 $314,429


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




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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Accumulated
Deficit
 Total Stockholders' EquityCommon Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Retained Earnings (Accumulated
Deficit)
 Total Stockholders' Equity
Shares Amount Shares Amount 
Balance at December 31, 2014178,300,603
 $1,783
 $4,559,430
 $
 $(17,611) $(1,598,267) $2,945,335
Balance at January 1, 2017173,254,797
 $1,733
 $4,239,588
 $
 $(57,675) $(913,428) $3,270,218
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,756,357
 27
 (27,697)       (27,670)2,453,961
 24
 (40,562)       (40,538)
Issuance of common stock under employee stock purchase plan668,654
 7
 34,834
       34,841
1,052,684
 11
 42,291
       42,302
Stock-based compensation    144,544
       144,544
    193,170
       193,170
Tax benefit from stock-based award activity, net    28,870
       28,870
Repurchases of common stock(4,513,433)   

 (302,606) 

 

 (302,606)(6,868,118)   

 (361,194) 

 

 (361,194)
Treasury stock retirement  (45) (302,561) 302,606
     
  (69) (361,125) 361,194
     
Net income          321,406
 321,406
          222,766
 222,766
Foreign currency translation adjustment        (22,872)   (22,872)        36,151
   36,151
Change in unrealized gain on investments, net of tax        (970)   (970)        (406)   (406)
Balance at December 31, 2015177,212,181
 1,772
 4,437,420
 
 (41,453) (1,276,861) 3,120,878
Balance at December 31, 2017169,893,324
 1,699
 4,073,362
 
 (21,930) (690,662) 3,362,469
Cumulative-effect adjustment to accumulated deficit related to adoption of new accounting pronouncement          (38,601) (38,601)
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,194,699
 22
 (27,416)       (27,394)2,235,212
 22
 (56,566)       (56,544)
Issuance of common stock under employee stock purchase plan863,419
 9
 39,905
       39,914
973,975
 10
 50,678
       50,688
Stock-based compensation    166,987
       166,987
    218,416
       218,416
Tax deficiency from stock-based award activity, net

 

 (3,584)       (3,584)
Equity component of convertible senior notes, net of deferred tax of $4,971 and issuance costs of $4,418    275,836
       275,836
Issuance of warrants related to convertible senior notes    119,945
       119,945
Purchase of note hedge related to convertible senior notes    (261,740)       (261,740)
Repurchases of common stock(7,015,502) 

 

 (373,794)     (373,794)(10,197,961) 

 

 (750,000)     (750,000)
Treasury stock retirement  (70) (373,724) 373,794
     
  (102) (749,898) 750,000
     
Net income          316,132
 316,132
          298,373
 298,373
Foreign currency translation adjustment        (14,081)   (14,081)        (27,585)   (27,585)
Change in unrealized gain on investments, net of tax        (688)   (688)        603
   603
Balance at December 31, 2016173,254,797
 $1,733
 $4,239,588
 $
 $(56,222) $(960,729) $3,224,370
Balance at December 31, 2018162,904,550
 $1,629
 $3,670,033
 $
 $(48,912) $(430,890) $3,191,860




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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, continued
(in thousands, except share data)Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Accumulated
Deficit
 Total Stockholders' EquityCommon Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Retained Earnings (Accumulated
Deficit)
 Total Stockholders' Equity
Shares Amount Shares Amount 
Balance at December 31, 2016173,254,797
 $1,733
 $4,239,588
 $
 $(56,222) $(960,729) $3,224,370
Balance at December 31, 2018162,904,550
 $1,629
 $3,670,033
 $
 $(48,912) $(430,890) $3,191,860
Cumulative-effect adjustment to accumulated deficit related to adoption of new accounting pronouncement          851
 851
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,453,961
 24
 (40,562)       (40,538)2,251,840
 22
 (72,350)       (72,328)
Issuance of common stock under employee stock purchase plan1,052,684
 11
 42,291
       42,302
879,648
 9
 53,680
       53,689
Stock-based compensation    193,170
       193,170
    222,857
       222,857
Equity component of convertible senior notes, net of deferred tax of $23,170 and issuance costs of $2,880    240,820
       240,820
Issuance of warrants related to convertible senior notes    185,150
       185,150
Purchase of note hedge related to convertible senior notes    (312,225)       (312,225)
Repurchases of common stock(6,868,118)     (361,194)     (361,194)(4,035,195)     (334,519)     (334,519)
Treasury stock retirement  (69) (361,125) 361,194
     
  (40) (334,479) 334,519
     
Net income          218,321
 218,321
          478,035
 478,035
Foreign currency translation adjustment        34,698
   34,698
        (1,020)   (1,020)
Change in unrealized gain on investments, net of tax        (406)   (406)        4,788
   4,788
Balance at December 31, 2017169,893,324
 $1,699
 $4,073,362
 $
 $(21,930) $(742,408) $3,310,723
Balance at December 31, 2019162,000,843
 $1,620
 $3,653,486
 $
 $(45,144) $47,996
 $3,657,958


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




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AKAMAI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. Nature of Business and Basis of Presentation


Akamai Technologies, Inc. (the “Company”) provides cloud servicessolutions for securing, delivering optimizing and securingoptimizing content and business applications over the Internet. The Company'sIts globally-distributed platform comprises more than 200,000250,000 servers across more than 130 countries. The Company was incorporated in Delaware in 1998 and is headquartered in Cambridge, Massachusetts. The Company currently operates in one reportable1 industry segment: providing cloud services for delivering, optimizing and securing content and business applications over the Internet.


The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. The Company has reclassified certain line items within cash flows from operating activities in its consolidated statements of cash flows to conform to current year presentation.


2. Summary of Significant Accounting Policies


Use of Estimates


The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, valuation and impairment of investments and marketable securities, valuation and useful lives of acquired intangible assets, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, income tax reserves and accounting for stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate.


Newly-Adopted Accounting Pronouncements

Leases

In February 2016, the Financial Accounting Standards Board ("FASB") issued guidance that requires companies to present assets and liabilities arising from leases on the consolidated balance sheet. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize right of use ("ROU") assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard on January 1, 2019 on a modified retrospective basis by applying the new standard to its lease portfolio as of January 1, 2019, while continuing to apply legacy guidance in the comparative periods.

The Company elected to use the package of practical expedients available under the transition provisions of the guidance, which allows companies to not reassess prior conclusions related to contracts containing leases, lease classification and capitalization of initial direct costs. The Company also elected not to apply the hindsight practical expedient related to its lease transactions.

Adoption of the standard required the Company to record ROU assets and lease liabilities for its operating leases related to real estate and co-location arrangements. The operating leases resulted in the recognition of ROU assets and lease liabilities of $362.2 million and $394.1 million, respectively, as of January 1, 2019. The adoption of the standard also resulted in elimination of deferred rent liabilities of $31.7 million, as of January 1, 2019; such amounts are now recorded as a reduction of the ROU asset. The standard did not have an impact on the Company’s results of operations or cash flows.

Stranded Tax Effects Resulting from U.S. Tax Cuts and Jobs Act

In February 2018, the FASB issued guidance that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act ("TCJA") that was enacted in 2017. This guidance was effective for the Company on January 1, 2019. The adoption of this new accounting guidance resulted in the reclassification of $0.9 million of income tax benefits resulting from the TCJA from accumulated other comprehensive loss to


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retained earnings (accumulated deficit). The adoption of this new accounting guidance did not have an impact on the Company's results of operations or cash flows.

Cash, Cash Equivalents and Marketable Securities


Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid investments with remaining maturities of three months or less at the date of purchase. Marketable securities consist of corporate, government and other securities. Securities having remaining maturities of less than one year from the date of the balance sheet are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheet.


The Company classifies its debt securities with readily determinable market values as available-for-sale. These investments are classified as marketable securities on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses considered to be temporary in nature and reported as accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company reviews all investments for reductions in fair value that are other-than-temporary. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of income. Gains and losses on investments are calculated on the basis of specific identification.


Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The Company periodically evaluates whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors: the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health and business outlook of the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends; and the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established. Assessing the above factors involves inherent uncertainty. Write-downs, if recorded, could be materially different from the actual market performance of marketable securities in the Company’s portfolio if, among other things, relevant information related to the marketable securities was not publicly available or other factors not considered by the Company would have been relevant to the determination of impairment.



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Accounts Receivable and Related Reserves


The Company’s accounts receivable balance includes unbilled amounts that represent revenue recorded for customers that are typically billed monthly in arrears. The Company records reserves against its accounts receivable balance. These reserves primarily consist of allowances for doubtful accounts and reserves for cash-basis customers.accounts. Increases and decreases in the allowance for doubtful accounts are included as a component of general and administrative expense in the consolidated statements of income. The Company’s reserve for cash-basis customers increases as services are provided to customers where collection is no longer assured. Increases to the reserve for cash-basis customers are recorded as reductions of revenue. The reserve decreases and revenue is recognized when and if cash payments are received.

Estimates are used in determining thesethe Company's reserves and are based upon the Company’s review of outstanding balances on a customer-specific, account-by-account basis. The allowance for doubtful accounts is based upon a review of customer receivables from prior sales with collection issues where the Company no longer believes that the customer has the ability to pay for services previously provided. The Company also performs ongoing credit evaluations of its customers. If such an evaluation indicates that payment is no longer reasonably assured for services provided, any future services provided to that customer will result in the creation of a cash-basis reserve until the Company receives consistent payments. The Company does not have any off-balance sheet credit exposure related to its customers.


Incremental Costs to Obtain a Contract with a Customer

The Company capitalizes incremental costs associated with obtaining customer contracts, specifically certain commission and incentive payments. The Company pays commissions and incentives up-front based on contract value upon signing a new arrangement with a customer and upon renewal and upgrades of existing contracts with customers if the renewal and upgrades result in an incremental increase in contract value. To the extent commissions and incentives are earned, the expenses, including estimated payroll taxes, are deferred on the Company's consolidated balance sheet and amortized over the expected life of the customer arrangement on a straight-line basis. The Company also incurs commission expense on an ongoing basis based upon revenue recognized. In these cases, no incremental costs are deferred, as the commissions are earned and expensed in the same period for which the associated revenue is recognized.

Based on the nature of the Company's unique technology and services, and the rate at which the Company continually enhances and updates its technology, the expected life of the customer arrangement is determined to be approximately 2.5 years. Amortization is primarily included in sales and marketing expense in the consolidated statements of income. The current portion


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of deferred commission and incentive payments is included in prepaid expenses and other current assets, and the long-term portion is included in other assets on the Company's consolidated balance sheets.

Concentrations of Credit Risk


The amounts reflected in the consolidated balance sheets for accounts receivable, other current assets, accounts payable, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities. The Company maintains the majority of its cash, cash equivalents and marketable securities with major financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2017,2019, its concentration of credit risk related to cash equivalents and marketable securities was not significant.


Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales. The Company’s customer base consists of a large number of geographically-dispersed customers diversified across several industries. To reduce risk, the Company routinely assesses the financial strength of its customers. Based on such assessments, the Company believes that its accounts receivable credit risk exposure is limited. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, no customer accounted for more than 10% of total revenue. As of December 31, 20172019 and 2016,2018, no customer had an accounts receivable balance greater than 10% of total accounts receivable. The Company believes that, as of December 31, 2017,2019, its concentration of credit risk related to accounts receivable was not significant.


Fair Value of Financial Measurements


Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company has certain financial assets and liabilities recorded at fair value, principally cash equivalents and short- and long-term marketable securities that have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the reporting date. Fair values determined by Level 2 inputs utilize data points other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair values determined by Level 3 inputs are based on unobservable data points for the asset or liability.


Property and Equipment


Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally include purchases of items with a per-unit value greater than $1,000 and an estimated useful life greater than one year. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the related lease terms or their estimated useful lives.

The Company periodically reviews the estimated useful lives of property and equipment, and any changesequipment. Changes to the estimated useful lives are recorded prospectively from the date of the change.

Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in income from operations. Repairs and maintenance costs are expensed as incurred.



The Company has implemented software and hardware initiatives to manage its global network more efficiently and, as a result, the expected average useful life of its network assets, primarily servers, increased from four years to five years, effective January 1, 2019. These changes decreased depreciation expense by $31.5 million and increased net income by $26.1 million, or $0.16 per share, for the year ended December 31, 2019.

Operating Leases

The Company enters into operating leases for real estate assets related to office space and co-location assets related to space or racks at co-location facilities and related equipment for its servers and other networking equipment. The Company determines if an arrangement contains a lease at the inception of a contract by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration and the right to obtain the economic benefits from the use of the identified asset.

Upon commencement of a lease, the Company records a ROU asset that represents the Company’s right to use the underlying asset for the lease term and a lease liability that represents an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Lease payments are discounted at the lease commencement date. As the Company’s leases do not provide an implicit rate,



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an incremental borrowing rate has been applied based on the Company's credit-adjusted risk-free rate. The incremental borrowing rate at January 1, 2019 (the date the new lease standard was adopted) was used to calculate the present value of the Company’s lease portfolio as of that date.

The Company often enters into contracts that contain both lease and non-lease components. Real estate non-lease components include real estate taxes, insurance, maintenance, parking and other operating costs. Co-location non-lease components include utilities and other operating costs. As of January 1, 2019, the Company includes both lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities based on actual usage, are not included in the measurement of ROU assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs.

The Company’s lease terms often include renewal options and, particularly in the case of co-location arrangements, may include evergreen provisions. The Company’s ROU assets and lease liabilities generally do not include the options to extend, or terminate, unless it is reasonably certain that the Company will exercise these options. The Company has elected to exclude leases for certain networking equipment with terms of 12 months or less from its ROU assets and lease liabilities on its consolidated balance sheet.

Lease expense is recognized on a straight-line basis over the expected lease term.

Equity Method Investments

The Company accounts for equity investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting. Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize the Company’s share of earnings or losses.

In February 2019, the Company and Mitsubishi UFJ Financial Group ("MUFG") announced the establishment of a joint venture, the Global Open Network, Inc. ("GO-NET"), and their plans to offer a new blockchain-based online payment network. The Company's 20% stake in GO-NET is accounted for using the equity method. As of December 31, 2019, the Company's $34.7 million investment is included in other assets on the consolidated balance sheet. The Company recorded a loss of $1.1 million during the year ended December 31, 2019 which reflects its share of the losses incurred by GO-NET during the period. Subsequent to the establishment of the joint venture, Akamai recorded revenue of $11.6 million for services provided to GO-NET.

Goodwill, Acquired Intangible Assets and Long-Lived Assets


Goodwill is the amount by which the cost of acquired net assets in a business combination exceeds the fair value of the net identifiable assets on the date of purchase and is carried at its historical cost. The Company tests goodwill for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its impairment test of goodwill as of December 31 each year. As of December 31, 2017, 20162019, 2018 and 20152017, the fair value of the Company's reporting unit was substantially in excess of the carrying value. The tests did not result in an impairment to goodwill during the years ended December 31, 2017, 20162019, 2018 and 20152017.


Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset.


Long-lived assets, including property and equipment and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, significant decreases in the Company’s market capitalization, facility closures, or work-force reductions indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset.


Contract Liabilities
Contract liabilities primarily represent payments received from customers for which the related performance obligations have not yet been satisfied. These balances consist of the unearned portion of monthly service fees and integration fees and prepayments made by customers for future periods. The current and long-term portions of the Company's contract liabilities are included in deferred revenue in the respective sections of the Company's consolidated balance sheets.



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Revenue Recognition

The Company recognizes service revenue in accordance with the authoritative guidance for revenue recognition, including guidance on revenue arrangements with multiple deliverables. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


The Company primarily derives revenue from the sale of services to customers executing contracts having terms of one year or longer. These contracts generally commit the customer to a minimum of monthly, quarterly or annual level of usage and specify the rate at which the customer must pay for actual usage above the monthly, quarterly or annual minimum. For contracts with a monthly commitment, the Company recognizes the monthly minimum as revenue each month, provided that an enforceable contract has been signed by both parties, the service has been delivered to the customer, the fee for the service is fixed or determinable and collection is reasonably assured. Should a customer’s usage of the Company's services exceed the monthly, quarterly or annual minimum, the Company recognizes revenue for such excess in the period of additional usage. For annual or other non-monthly period revenue commitments, the Company recognizes revenue monthly based upon the customer’s actual usage each month of the commitment period and only recognizes any remaining committed amount for the applicable period in the last month thereof.

The Company typically charges its customers an integration fee when the services are first activated. Integration fees are recorded as deferred revenue and recognized as revenue ratably over the estimated life of the customer arrangement. The Company also derives revenue from services sold as discrete, non-recurring events or based solely on usage. For these services, the Company recognizes revenue once the event or usage has occurred.

When more than one element is contained in a revenue arrangement, the Company determines the fair value for each element in the arrangement based on vendor-specific objective evidence (“VSOE”) for each respective element, including any renewal rates for services contractually offered to the customer. Elements typicallyServices included in the Company's multiple element arrangementscontracts consist of its core services – the delivery of content, applications and software over the Internet – as well as mobile and security solutions and enterprise professional services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services.
The Company enters into contracts that may include various combinations of these services, which are generally capable of being distinct and accounted for as separate performance obligations. These elementscontracts generally commit the customer to a minimum of monthly, quarterly or annual levels of usage and specify the rate at which the customer must pay for actual usage above the stated minimum. Based on the typical structure of the Company's contracts, which are generally for monthly recurring services that are essentially the same over time and have valuethe same pattern of transfer to the customer, most performance obligations represent a promise to deliver a series of distinct services over time.

The Company's contracts with customers sometimes include promises to deliver multiple services to a customer. Determining whether services are distinct performance obligations often requires the exercise of judgment by management. For example, advanced features that enhance a service and are highly interrelated are generally not considered distinct; rather, they are combined with the service they relate to into one performance obligation. Different determinations related to combining services into performance obligations could result in differences in the timing and amount of revenue recognized in a period.

Generally, the transaction price in a contract is equal to the committed price stated in the contract, less any discounts or rebates. The Company's typical contracts qualify for series accounting and the pricing terms generally do not require estimation of the transaction price beyond the reporting period. As a result, any incremental fees generated as a result of usage or “bursting” over committed contract levels are recorded in the period to which the services relate. The amount of consideration recognized for usage above contract minimums is limited to the amount the Company expects to be entitled to receive in exchange for providing the services. Once the transaction price has been determined, the Company allocates such price among all performance obligations in the contract on a stand-alone basis in that they can berelative standalone selling price (“SSP”) basis.

Determination of SSP requires the exercise of judgment by management. SSP is based on observable inputs such as the price the Company charges for the service when sold separately, by another vendor. Generally, thereor the discounted list price per management’s approved price list. In cases where services are not sold separately or price list rates are not available, a cost-plus-margin approach or adjusted market approach is no right of return relative to these services.

The Company typically uses VSOEused to determine SSP.

Most content delivery and security services represent stand-ready obligations that are satisfied over time as the fair value of its separate elements. All stand-alone sales of professional services are reviewed to establishcustomer simultaneously receives and consumes the average stand-alone selling pricebenefits provided by the Company. Accordingly, revenue for those services. For the Company's core services the fair value is the price charged for a single deliverable on a per unit basis when it is sold separately.

For arrangements in which the Company is unable to establish VSOE, third-party evidence ("TPE") of the fair value of each element is determined based upon the price charged when the element is sold separately by another vendor. For arrangements in which the Company is unable to establish VSOE or TPE for each element, the Company uses the best estimate of selling price ("BESP") to determine the fair value of the separate deliverables. The Company estimates BESP based upon a management-approved listing of unit pricing for all solutions and pre-established discount levels for each solution that takes into consideration


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volume, geography and industry lines. The Company allocates arrangement consideration across the multiple elements using the relative selling price method.

At the inception of a customer contract, the Company makes an assessment as to that customer’s ability to pay for the services provided. The Company bases its assessment on a combination of factors, including the successful completion of a credit check or financial review, its collection experience with the customer and other forms of payment assurance. Upon the completion of these steps, the Company recognizes revenue monthly in accordance with its revenue recognition policy. If the Company subsequently determines that collection from the customer is not reasonably assured, the Company records an allowance for doubtful accounts and bad debt expense for all of that customer’s unpaid invoices and ceases recognizing revenue for continued services provided until cash is received from the customer. Changes in the Company’s estimates and judgments about whether collection is reasonably assured would change the timing of revenue or amount of bad debt expense that the Company recognizes.

The Company also sells its services through reseller channels. Assuming all other revenue recognition criteria are met, the Company recognizes revenue from reseller arrangements based on the reseller’s contracted non-refundable minimum purchase commitmentsrecognized over time, generally ratably over the term of the contract, plus amounts sold by the resellerarrangement due to its customers in excess of the minimum commitments. Amounts attributable to this excess usage areconsistent monthly traffic commitments that expire each period. Any bursting over given commitments is recognized as revenue in the period in which the servicetraffic was served. For services that involve traffic consumption, revenue is provided.recognized in an amount that reflects the level of traffic served to a customer in a given period. For custom arrangements, other methods may be used as a measure of progress towards satisfying the performance obligations.


Some of the Company's services are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at the point in time of delivery or satisfaction of the performance obligation.

From time to time, the Company enters into contracts to sell its services or license its technology to unrelated enterprises at or about the same time that it enters into contracts to purchase products or services from the same enterprises. Consideration payable to a customer is reviewed as part of the transaction price. If the Company concludes that these contracts were negotiated concurrently,payment to the Company records ascustomer does not represent payment for a distinct service, revenue is recognized only up to the net cash received from the vendor, unless the product or service received has a separate identifiable benefit and the fair valueamount of the vendor’s product or service can be established objectively.

consideration after customer payment obligations are considered. The Company may from time to timealso resell the licenses or services of third parties. The Company records revenue for these transactions on a gross basis whenIf the Company has risk of loss relatedis acting as an agent in an arrangement with a customer to provide third party services, the amounts purchased fromtransaction price reflects only the net amount to which the Company will be entitled, after accounting for payments made to the third party andresponsible for satisfying the Company adds value to the license or service, such as by providing maintenance or support for such license or service. If these conditions are present, the Company recognizes revenue when all other revenue recognition criteria are satisfied.performance obligation.

Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly billed service fees, prepayments made by customers for future periods, deferred integration and activation set-up fees and amounts billed under customer arrangements with extended payment terms.


Cost of Revenue


Cost of revenue consists primarily of fees paid to network providers for bandwidth and to third-party network data centers for housing servers, also known as co-location costs. Cost of revenue also includes employee costs for services delivery and network operation, build-out and support of the Company's network; network storage costs; cost of software licenses; depreciation of


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network equipment used to deliver the Company’s services; amortization of network-related internal-use software; and costs for the production of live events streamed by the Company for customers. The Company enters into contracts for bandwidth with third-party network providers with terms typically ranging from several months to five years. These contracts generally commit the Company to pay minimum monthly fees plus additional fees for bandwidth usage above the committed level. In some circumstances, Internet service providers (“ISPs”) make rack space available for the Company’s servers and access to their bandwidth at a discount or no cost. In exchange, the ISP and its customers benefit by receiving content through a local Company server resulting in better content delivery. The Company does not consider these relationships to represent the culmination of an earnings process. Accordingly, the Company does not recognize as revenue the value to the ISPs associated with the use of the Company’s servers, nor does the Company recognize as expense the value of the rack space and bandwidth received at discounted or no cost.


Research and Development Costs and Capitalized Internal-Use Software


Research and development costs consist primarily of payroll and related personnel costs for the design, development, deployment, testing and enhancement of the Company’s services and network. Costs incurred in the development of the Company’s services are expensed as incurred, except certain internal-use software development costs eligible for capitalization.



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Capitalized costs include external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life-cycle are expensed as incurred. The Company amortizes completed internal-use software that is used on its network to cost of revenue over its estimated useful life.


Accounting for Stock-Based Compensation


The Company recognizes compensation costs for all stock-based payment awards made to employees based upon the awards’ grant-date fair value. The stock-based payment awards include stock options, restricted stock units, deferred stock units and employee stock purchases related to the Company’s employee stock purchase plan.


For stock options, the Company has selected the Black-Scholes option-pricing model to determine the fair value of stock option awards. For stock awards with market-based vesting conditions, the Company uses a Monte Carlo simulation to determine the fair value of the award. For stock options, restricted stock units and deferred stock units that contain only a service-based vesting feature, the Company recognizes compensation cost on a straight-line basis over the award's vesting period. For awards with a performance condition-based vesting feature, the Company recognizes compensation cost on a graded-vesting basis over the award's expected vesting period, commencing when achievement of the performance condition is deemed probable. In addition, for awards that vest and become exercisable only upon achievement of specified performance conditions, the Company makes judgments and estimates each quarter about the probability that such performance conditions will be met or achieved. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations.


Foreign Currency Translation and Forward Currency Contracts


The assets and liabilities of the Company's subsidiaries are translated at the applicable exchange rate as of the balance sheet date, and revenue and expenses are translated at an average rate over the period. Resulting currency translation adjustments are recorded as a component of accumulated other comprehensive loss, a separate component of stockholders’ equity. Gains and losses on inter-company and other non-functional currency transactions are recorded in Otherother (expense) income, (expense), net.


The Company enters into short-term foreign currency forward contracts to offset foreign exchange gains and losses generated by the re-measurement of certain assets and liabilities recorded in non-functional currencies. Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in current earnings in Otherother (expense) income, (expense), net. As of December 31, 20172019 and 2016,2018, the fair value of the forward currency contracts and the underlying net gains for the years ended December 31, 2017, 20162019, 2018 and 20152017 were immaterial.


The Company's foreign currency forward contracts may be exposed to credit risk to the extent that its counterparties are unable to meet the terms of the agreements. The Company seeks to minimize counterparty credit (or repayment) risk by entering into transactions only with major financial institutions of investment grade credit rating.




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Income Taxes


The Company's provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated as the estimated future tax effects attributable to temporary differences and carryforwards using expected tax rates in effect in the years during which the differences are expected to reverse or the carryforwards are expected to be realized.


The Company currently has net deferred tax assets consisting of net operating loss (“NOL”) carryforwards, tax credit carryforwards and deductible temporary differences. Management periodically weighs the positive and negative evidence to determine if it is more likely than notmore-likely-than-not that some or all of the deferred tax assets will be realized.


The Company has recorded certain tax reserves to address potential exposures involving its income tax and sales and use tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions. The Company's estimate of the value of its tax reserves contains assumptions based on past experiences and judgments about the interpretation of statutes, rules and regulations by taxing jurisdictions. It is possible that the costs of the ultimate tax liability or benefit from these matters may be more or less than the amount the Company estimated.




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Uncertainty in income taxes is recognized in the Company's consolidated financial statements using a two-step process. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to be sustained based on technical merit, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

In December 2017, the U.S. Tax Cuts and Jobs Act (the "TCJA") was enacted, making significant changes to the Internal Revenue Code. The U.S. Securities and Exchange Commission staff issued guidance for the accounting for certain income tax effects of the TCJA, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company has recognized the provisional impacts of the TCJA in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact could materially differ from the provisional amounts recorded due to additional analysis, changes in assumptions or interpretations, additional guidance that may be issued and actions the Company may take as a result of the TCJA. The Company expects to complete the analysis within the measurement period and any subsequent adjustment to the provisional amounts will be recognized as a current tax provision or benefit in the quarter of 2018 in which the analysis is completed.

Newly-Adopted Accounting Pronouncements

Share-Based Payments
In March 2016, the Financial Accounting Standards Board ("FASB") issued guidance that is intended to simplify aspects of how share-based payments are accounted for and presented in financial statements. This guidance requires that entities record all tax effects of share-based payments at settlement or expiration through the income statement. The standard also amends how windfall tax benefits are recognized, the minimum statutory tax withholding requirements and how entities elect to recognize share-based payment forfeitures. In addition, this guidance impacts the presentation of cash flows related to excess tax benefits by no longer requiring separate presentation as a financing activity apart from other operating income tax cash flows.
This guidance was effective for the Company on January 1, 2017. Upon adoption, the Company began recognizing tax benefits related to stock-based compensation in its provision for income taxes rather than as additional paid-in capital. The Company elected to continue estimating forfeitures in determining the amount of compensation cost. The Company was not required to adjust beginning retained earnings as a result of these two items.
In addition, the Company adopted the presentation requirements related to the excess tax benefit in its statements of cash flows on a retrospective basis beginning January 1, 2015. The line item labeled excess tax benefits from stock-based compensation included in both cash flows from operating activities and financing activities was eliminated. This had the impact of increasing net cash provided by operating activities and net cash used in financing activities. Prior periods have been revised as follows (in thousands):
 Net Cash Provided by Operating Activities Net Cash Used in Financing Activities
 As Reported As Adjusted As Reported As Adjusted
Year ended December 31, 2016$866,298
 $871,812
 $(354,265) $(359,779)
Year ended December 31, 2015764,151
 793,452
 (267,728) (297,029)


Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued updated guidance and disclosure requirements for recognizing revenue. The new revenue recognition standard provides a five-step model for recognizing revenue from contracts with customers. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard could be adopted using one of two methods: retrospectively to each prior period presented or a modified retrospective application by recognizing a cumulative-effect adjustment as a component of equity as of the date of adoption. This standard became effective for the Company on January 1, 2018, and the Company has elected to adopt it retrospectively to each prior period presented.



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The updated guidance impacts, or requires the Company to modify, certain judgments and estimates that the Company currently makes as it relates to recognizing revenue. The Company primarily derives revenue from the sales of its services, but in some instances licenses software to some of its customers. Prior to adoption of the updated guidance, the Company did not establish VSOE for the undelivered elements sold with the software. Thus, revenue from license sales was deferred and recognized over the arrangement term. Upon adoption of the new revenue standard, license revenue will be recognized at a point in time when the license is delivered, provided all other revenue recognition criteria have been met. This will result in accelerating revenue recognition for these types of arrangements. For sales of the Company's services, integration fee revenue that was previously recognized ratably over the estimated life of the customer arrangement will be recognized when integration has been completed, which will have the effect of accelerating revenue recognition from integration fees. In addition, the Company historically established a reserve for cash basis customers if collectability was not reasonably assured and recognized revenue as cash was collected. Upon adoption of the new standard, revenue will be recognized for those customers when collectability becomes probable, transfer of control for all performance obligations has occurred and all other revenue recognition criteria have been achieved, rather than when collectability is reasonably assured.

The Company has quantified the impact that these changes would have had on revenue reported for the years ended December 31, 2017 and 2016, and each of the quarters therein, and determined that they would not have had a material impact on the Company's consolidated financial statements.

The Company is also assessing the impact of capitalizing costs associated with obtaining customer contracts, specifically commission and incentive payments. Historically, these payments have been expensed in the period in which they were incurred. Under the updated guidance, these payments will be deferred on the Company's consolidated balance sheets and amortized over the expected life of the customer arrangement. The Company has quantified the impact that these changes would have had on sales and marketing expenses recorded in the consolidated statements of income for the years ended December 31, 2016 and 2017, and for each of the quarters therein and determined it would not have had a material impact on the consolidated statements of income for such periods. Upon adoption, the Company expects to record a deferred commission and incentive asset on the consolidated balance sheet of $58.6 million as of December 31, 2017. The current portion of the asset will be included in prepaid expenses and other current assets, and the long-term portion will be included in other assets. The full amount of the adjustment will be included in retained earnings.

The Company is substantially complete with its implementation efforts as of the filing of these financial statements; however, it is continuing to evaluate the impact that this guidance will have on disclosure requirements related to revenue and revenue-related items.

Leases

In February 2016, the FASB issued guidance that requires companies to present assets and liabilities arising from leases with terms greater than 12 months on the consolidated balance sheets. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize right-of-use assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. This will impact all leases, including leases for real estate and co-location facilities, among other arrangements currently under evaluation. The Company plans to adopt this standard in the first quarter of 2019 and expects to record significant right-of-use assets and lease liabilities on its consolidated balance sheets. The Company has formed a project team to assess the current state of accounting for leases, to understand the gaps between the current state and required future state and to implement the new processes, systems and controls required. The Company expects the adoption of this standard to require changes to its processes, systems and controls over financial reporting.


Credit Losses on Financial Instruments

In June 2016, the FASB issued guidance that introduces a new methodology for accounting for credit losses on financial instruments, including available-for-sale debt securities. The guidance establishes a new "expected loss model" that requires entities to estimate current expected credit losses on financial instruments by using all practical and relevant information. Any expected credit losses are to be reflected as allowances rather than reductions in the amortized cost of available-for-sale debt securities. This guidance will be effective for the Company on January 1, 2020. The Company is evaluatinghas determined the potentialadoption of this new standard will not have a material impact onto its consolidated financial statements of adopting this new accounting guidance.statements.


Intra-Entity Asset TransfersFair Value Disclosure


In October 2016,August 2018, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.changes fair value measurement disclosure requirements. This guidance becamewill be effective for the Company on January 1, 2018 and2020. The Company has determined the adoption of this new standard will not have a material impact to its consolidated financial statements.

Implementation Costs Incurred in a Cloud Computing Arrangement That is to be applied on a modified retrospective basis through recognizing a cumulative-effect adjustment as aService Contract


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component of equity as of the date of adoption. Upon adoption, the Company expects to reclassify $11.6 million from other current assets and $27.0 million from other assets to retained earnings.

Business Combinations


In January 2017,August 2018, the FASB issued guidance that changesaddresses a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The guidance aligns the definition ofaccounting for costs incurred to implement a business to assist entitiescloud computing arrangement that is a service arrangement with evaluating whether transactions should be accountedthe guidance for as transfers of assetscapitalizing costs associated with developing or business combinations.obtaining internal-use software. This guidance becamewill be effective for the Company on January 1, 2018 and is to be applied prospectively.2020. The Company has determined the adoption of this new accounting guidancestandard will change the manner in which the Company evaluates whethernot have a transaction is a transfermaterial impact to its consolidated financial statements.



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3. Fair Value Measurements


The following is a summary of available-for-sale marketable securities held as of December 31, 20172019 and 20162018 (in thousands):
  Gross Unrealized 
Aggregate
Fair Value
 Classification on Balance Sheet  Gross Unrealized 
Aggregate
Fair Value
 Classification on Balance Sheet
Amortized Cost     
Short-Term
Marketable
Securities
 
Long-Term
Marketable
Securities
Amortized Cost     
Short-Term
Marketable
Securities
 
Long-Term
Marketable
Securities
As of December 31, 2017 Gains Losses 
Aggregate
Fair Value
As of December 31, 2019Amortized Cost Gains Losses 
Aggregate
Fair Value
Short-Term
Marketable
Securities
Aggregate
Fair Value
Long-Term
Marketable
Securities
Certificates of deposit $
 $
 $150,000
Commercial paper$6,951
 $
 $(9) $6,942
 $6,942
 $
73,829
 23
 (7) 73,845

Corporate bonds736,902
 2
 (3,829) 733,075
 289,378
 443,697
1,368,668
 1,840
 (378) 1,370,130
 753,538
 616,592
U.S. government agency obligations220,014
 
 (1,764) 218,250
 102,234
 116,016
369,475
 80
 (74) 369,481
 165,623
 203,858
$963,867
 $2
 $(5,602) $958,267
 $398,554
 $559,713
$1,961,972
 $1,943
 $(459) $1,963,456
 $1,143,006
 $820,450
                      
As of December 31, 2016           
As of December 31, 2018           
Certificates of deposit$40,000
 $
 $(7) $39,993
 $39,993
 $
Commercial paper$40,965
 $
 $(45) $40,920
 $40,920
 $
282,996
 
 (50) 282,946
 282,946
 
Corporate bonds984,650
 123
 (3,697) 981,076
 418,495
 562,581
685,653
 1
 (4,309) 681,345
 482,088
 199,257
U.S. government agency obligations267,473
 35
 (1,366) 266,142
 53,157
 212,985
50,876
 
 (404) 50,472
 50,472
 
$1,293,088
 $158
 $(5,108) $1,288,138
 $512,572
 $775,566
$1,059,525
 $1
 $(4,770) $1,054,756
 $855,499
 $199,257


The Company offers certain eligible employees the ability to participate in a non-qualified deferred compensation
plan. The mutual funds held by the Company that are associated with this plan are classified as restricted trading securities.
These securities are not included in the available-for-sale securities table above but are included in marketable securities in the
consolidated balance sheets.


Unrealized gains and unrealized temporary losses on investments classified as available-for-sale are included within accumulated other comprehensive loss in the consolidated balance sheets. Upon realization, those amounts are reclassified from accumulated other comprehensive lossincome to interest income in the consolidated statements of income. As of December 31, 2017,2019, the Company held for investment corporate bonds with a fair value of $543.6$35.9 million, which are classified as available-for-sale marketable securities and have been in a continuous unrealized loss position for more than 12 months. The immaterial unrealized losses of $3.9 million related to these corporate bonds are included in accumulated other comprehensive income as of December 31, 2017.2019. The unrealized losses are attributable to changes in interest rates. Based on the evaluation of available evidence, the Company does not believe any unrealized losses represent other than temporary impairments.




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The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets and liabilities as of December 31, 20172019 and 20162018 (in thousands):
Total Fair Value Fair Value Measurements at Reporting Date UsingTotal Fair Value Fair Value Measurements at Reporting Date Using
Level 1 Level 2 Level 3Level 1 Level 2 Level 3
As of December 31, 2017       
As of December 31, 2019       
Cash Equivalents and Marketable Securities:              
Money market funds$22,649
 $22,649
 $
 $
$50,779
 $50,779
 $
 $
Certificates of deposit150,000
 
 150,000
 
Commercial paper73,845
 
 73,845
 
Corporate bonds1,370,130
 
 1,370,130
 
U.S. government agency obligations369,481
 
 369,481
 
Mutual funds15,177
 15,177
 
 
$2,029,412
 $65,956
 $1,963,456
 $
       
As of December 31, 2018       
Cash Equivalents and Marketable Securities:       
Money market funds$380,260
 $380,260
 $
 $
Certificates of deposit39,993
 39,993
 
 
Commercial paper10,928
 
 10,928
 
282,946
 
 282,946
 
Corporate bonds733,075
 
 733,075
 
681,345
 
 681,345
 
U.S. government agency obligations218,248
 
 218,248
 
50,472
 
 50,472
 
Mutual funds7,879
 7,879
 
 
10,016
 10,016
 
 
$992,779
 $30,528
 $962,251
 $
$1,445,032
 $430,269
 $1,014,763
 $
              
Liabilities:              
Contingent consideration obligation related to completed acquisitions$(8,631) $
 $
 $(8,631)$(6,300) $
 $
 $(6,300)
       
As of December 31, 2016       
Cash Equivalents and Marketable Securities:       
Money market funds$8,726
 $8,726
 $
 $
Commercial paper40,920
 
 40,920
 
Corporate bonds981,076
 
 981,076
 
U.S. government agency obligations266,142
 
 266,142
 
Mutual funds4,022
 4,022
 
 
$1,300,886
 $12,748
 $1,288,138
 $
       
Liabilities:       
Contingent consideration obligation related to completed acquisitions$(7,100) $
 $
 $(7,100)


As of December 31, 20172019 and 2016,2018, the Company grouped money market funds and mutual funds using a Level 1 valuation because market prices for such investments are readily available in active markets. As of December 31, 20172018, the Company also included brokered certificates of deposit using Level 1 valuation as market prices for these investments were readily available in active markets. As of December 31, 2019 and 2016,2018, the Company grouped commercial paper, U.S. government agency obligations and corporate bonds using a Level 2 valuation because quoted prices for similar assets in active markets (or identical assets in an inactive market) are available. As of December 31, 2019, the Company also included bank certificates of deposit using Level 2 valuation because quited prices for similar assets in active markets (or identical assets in an inactive market) are available. The Company did not have any transfers of assets or liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 20172019 and 20162018.


When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.


The valuation technique used to measure the fair value of the Company's Level 3 liabilities, which consist of contingent consideration related to the acquisitionsacquisition of Soha Systems, Inc. ("Soha") and Cyberfend, Inc. ("Cyberfend") in 2016, (Note 8), was primarily an income-based approach. The significant unobservable input used in the fair value measurement of the contingent consideration is the likelihood of achieving development milestones to integrate the acquired technology into the Company's technology as well as achieving certain post-closing financial results.





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Contractual maturities of the Company’s available-for-sale marketable securities held as of December 31, 20172019 and 20162018 were as follows (in thousands):
 December 31, 2019 December 31, 2018
Due in 1 year or less$1,143,006
 $855,499
Due after 1 year through 5 years820,450
 199,257
 $1,963,456
 $1,054,756

 December 31, 2017 December 31, 2016
Due in 1 year or less$398,554
 $512,572
Due after 1 year through 5 years559,713
 775,566
 $958,267
 $1,288,138


The following table reflects the activity for the Company’s major classes of liabilities measured at fair value using Level 3 inputs for the years ended December 31, 20172019 and 20162018 (in thousands):


 2019 2018
Beginning balance$(6,300) $(8,631)
Fair value adjustment to contingent consideration included in general and administrative expense
 (1,835)
Cash paid upon achievement of milestone6,300
 4,166
Ending balance$
 $(6,300)

 Other Liabilities:
Contingent Consideration Obligation
Balance, January 1, 2016$
Contingent consideration obligation related to Soha acquisition(1,600)
Contingent consideration obligation related to Cyberfend acquisition(5,500)
Balance, December 31, 2016$(7,100)
Fair value adjustment to contingent consideration included in general and administrative expense
(2,781)
Cash paid upon achievement of milestone1,250
Balance, December 31, 2017$(8,631)


4. Accounts Receivable


Net accounts receivable consisted of the following as of December 31, 20172019 and 20162018 (in thousands):
 
 December 31, 2019 December 31, 2018
Trade accounts receivable$396,204
 $337,445
Unbilled accounts receivable157,619
 143,978
Gross accounts receivable553,823
 481,423
Allowance for doubtful accounts and other reserves(1,880) (1,534)
Accounts receivable, net$551,943
 $479,889

 December 31, 2017 December 31, 2016
Trade accounts receivable$319,996
 $260,976
Unbilled accounts receivable140,410
 113,765
Gross accounts receivable460,406
 374,741
Allowance for doubtful accounts(1,043) (829)
Reserve for cash-basis customers(236) (5,316)
Total accounts receivable reserves(1,279) (6,145)
Accounts receivable, net$459,127
 $368,596


A summary of activity in the accounts receivable reserves for the years ended December 31, 2017, 20162019, 2018 and 2015,2017 is as follows (in thousands):


 2019 2018 2017
Beginning balance$1,534
 $1,281
 $925
Charges to income from operations5,116
 3,824
 3,407
Collections from customers previously reserved and other(4,770) (3,571) (3,051)
Ending balance$1,880
 $1,534
 $1,281

 2017 2016 2015
Beginning balance$6,145
 $7,364
 $9,023
Charges to income from operations5,809
 49,677
 37,870
Collections from cash basis customers and write-offs(10,675) (50,896) (39,529)
Ending balance$1,279
 $6,145
 $7,364


Charges to income from operations representprimarily represents charges to bad debt expense for increases in the allowance for doubtful accounts and reductions to revenue for increases in reserves for cash basis customers. The decrease in the reserve activity during 2017 is primarily attributable to two customers that were removed from cash-basis revenue recognition due to a strong, consistent history of payment.accounts.






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5. Prepaid Expenses and Other Current Assets


Prepaid expenses and other current assets consisted of the following as of December 31, 20172019 and 20162018 (in thousands):


 December 31, 2019 December 31, 2018
Prepaid income taxes$26,143
 $47,196
Prepaid sales and other taxes16,213
 10,751
Prepaid equipment and software maintenance18,114
 21,876
Deferred commissions45,009
 41,955
Other prepaid expenses19,593
 22,871
Other current assets17,604
 18,711
Total$142,676
 $163,360

 December 31, 2017 December 31, 2016
Prepaid income taxes$30,314
 $25,161
Prepaid sales and other taxes22,973
 18,877
Prepaid equipment and software maintenance26,354
 15,805
Other prepaid expenses28,866
 24,727
Other current assets29,302
 19,733
Total$137,809
 $104,303


Incremental Costs to Obtain a Contract with a Customer

The following table summarizes the deferred costs associated with obtaining customer contracts, specifically commission and incentive payments, as of December 31, 2019 and 2018 (in thousands):

 December 31, 2019 December 31, 2018
Deferred costs included in prepaid and other current assets$45,009
 $41,955
Deferred costs included in other assets25,698
 26,338
Total deferred costs$70,707
 $68,293


During the years ended December 31, 2019, 2018 and 2017, the Company recognized $44.3 million, $45.0 million and $37.6 million, respectively, of amortization expense related to deferred commissions. Amortization expense related to deferred commissions is primarily included in sales and marketing expense in the consolidated statements of income.

6. Property and Equipment


Property and equipment consisted of the following as of December 31, 20172019 and 20162018 (in thousands except years):
 
 December 31, 2019 December 31, 2018 Estimated Useful Life
Computer and networking equipment$1,469,293
 $1,301,604
 3-7
Purchased software90,450
 73,888
 3-10
Furniture and fixtures65,683
 54,057
 1-7
Office equipment38,178
 29,309
 3-5
Leasehold improvements235,279
 184,700
 1-15
Internal-use software1,132,180
 944,279
 2-7
Property and equipment, gross3,031,063
 2,587,837
  
Accumulated depreciation and amortization(1,878,910) (1,677,219)  
Property and equipment, net$1,152,153
 $910,618
  

 December 31, 2017 December 31, 2016 Estimated Useful Life
Computer and networking equipment$1,292,587
 $1,170,471
 3-7
Purchased software61,276
 51,727
 3-10
Furniture and fixtures48,521
 41,968
 5
Office equipment26,949
 24,497
 3-5
Leasehold improvements152,487
 139,991
 1-16
Internal-use software765,162
 656,053
 2-7
Property and equipment, gross2,346,982
 2,084,707
  
Accumulated depreciation and amortization(1,484,447) (1,283,690)  
Property and equipment, net$862,535
 $801,017
  


Depreciation and amortization expense on property and equipment and capitalized internal-use software for the years ended December 31, 2017, 20162019, 2018 and 20152017 was $402.1 million, $401.2 million and $341.4 million, $307.7 million and $272.5 million, respectively. During the years ended December 31, 2017, 20162019, 2018 and 20152017, the Company capitalized $28.9$35.9 million, $23.134.8 million and $17.928.9 million, respectively, of stock-based compensation related to employees who developed and enhanced internal-use software applications.


During the years ended December 31, 20172019 and 20162018, the Company wrote off $174.6166.7 million and $93.4208.0 million, respectively, of property and equipment, gross, along with the associated accumulated depreciation and amortization. The


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write-offs were primarily related to computer and networking equipment and internal-use software no longer in use. These assets had been substantially depreciated and amortized. In addition, during the year ended December 31, 2017, the Company wrote off $36.2$3.8 million and $4.9 million, primarily of internal-use software as a result of certain restructuring efforts. These assets had a net book value of $32.0 millionefforts during the year ended December 31, 2019 and are included in restructuring charges in the consolidated statements of income.December 31, 2018, respectively.




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7. Goodwill and Acquired Intangible Assets


The changes in the carrying amount of goodwill for the years ended December 31, 20172019 and 20162018 were as follows (in thousands):


 2019 2018
Beginning balance$1,487,404
 $1,498,688
Acquisition of Janrain, Inc.92,188
 
Acquisition of Exceda14,712
 
Acquisition of ChameleonX, Ltd.7,069
 
Measurement period adjustments related to acquisitions completed in prior years
 (6,667)
Foreign currency translation(1,108) (4,617)
Ending balance$1,600,265
 $1,487,404
 2017 2016
Beginning balance$1,228,503
 $1,150,244
Acquisition of Concord Systems, Inc.
 1,079
Acquisition of Soha Systems, Inc.
 43,515
Acquisition of Cyberfend, Inc.
 38,754
Acquisition of Soasta, Inc.121,668
 
Acquisition of Nominum, Inc.133,754
 
Measurement period adjustments4,217
 
Foreign currency translation10,546
 (5,089)
Ending balance$1,498,688
 $1,228,503

    
Acquired intangible assets that are subject to amortization consisted of the following as of December 31, 20172019 and 20162018 (in thousands):
 
 December 31, 2019 December 31, 2018
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Completed technologies$153,722
 $(94,088) $59,634
 $145,091
 $(81,587) $63,504
Customer-related intangible assets279,684
 (163,155) 116,529
 245,710
 (144,786) 100,924
Non-compete agreements830
 (529) 301
 700
 (306) 394
Trademarks and trade names7,600
 (4,633) 2,967
 7,200
 (3,674) 3,526
Acquired license rights490
 (490) 
 490
 (490) 
Total$442,326
 $(262,895) $179,431
 $399,191
 $(230,843) $168,348

 December 31, 2017 December 31, 2016
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Completed technologies$145,091
 $(65,283) $79,808
 $119,091
 $(50,823) $68,268
Customer-related intangible assets245,310
 (128,835) 116,475
 192,810
 (114,209) 78,601
Non-compete agreements4,710
 (3,975) 735
 5,030
 (3,775) 1,255
Trademarks and trade names7,200
 (2,959) 4,241
 3,700
 (2,361) 1,339
Acquired license rights490
 (490) 
 490
 (490) 
Total$402,801
 $(201,542) $201,259
 $321,121
 $(171,658) $149,463


Aggregate expense related to amortization of acquired intangible assets for the years ended December 31, 2017, 20162019, 2018 and 20152017 was $30.9$38.6 million,, $26.6 $33.3 million and $27.1$30.9 million,, respectively. Based on the Company's acquired intangible assets as of December 31, 20172019, aggregate expense related to amortization of acquired intangible assets is expected to be approximately $33.341.0 million, $36.536.2 million, $33.831.0 million, $27.9$23.9 million and $22.4$16.6 million for the years ending December 31, 20182020, 2019, 2020, 2021, 2022, 2023 and 2022,2024, respectively.


8. Business Acquisitions


Acquisition-related costs were $5.5$1.9 million, $1.7$1.0 million and $1.8$5.5 million during the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively, and are included in general and administrative expense in the consolidated statements of income. Pro forma results of operations for the acquisitions completed in the years ended December 31, 2017, 20162019 and 20152017 have not been presented because the effects of the acquisitions, individually and in the aggregate, are not material to the Company's consolidated financial results. Revenue and earnings attributable to acquired operations since the dates of their acquisitions are included in the Company's consolidated statements of income and not presented separately because they are not material.




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2019 Acquisitions

ChameleonX

On November 10, 2019, the Company acquired ChameleonX, Ltd. ("ChameleonX"), an Israel-based company with a solution designed to detect when a website contains or links to malware that causes end user data to be compromised, for $11.9 million in cash. The acquisition is expected to further strengthen the Company's security solutions portfolio. The Company allocated $7.1 million of the cost of the acquisition to goodwill and $6.1 million to a technology-related identifiable intangible asset with an average useful life of 7.1 years. The value of the goodwill is primarily attributable to synergies related to the integration of ChameleonX technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of ChameleonX expected to be deductible for tax purposes is $7.1 million.

Exceda

On November 1, 2019, in a series of stock and asset purchase transactions, the Company acquired the operations of a group of companies known as Exceda, a vendor of content delivery network ("CDN") and web security services and, collectively, the Company's largest channel partner in Latin America, for $32.7 million in cash. The acquisition is expected to enable the Company to expand its Latin America business more quickly, better enable existing and new partners and improve experiences for more customers. The Company allocated $14.7 million of the cost of the acquisition to goodwill and $16.5 million to identifiable intangible assets, primarily customer-related. The total weighted average useful life of the intangible assets acquired from Exceda is 8.1 years. The value of the goodwill is primarily attributable to synergies related to the scale of the combined teams as well as Exceda's trained technical workforce. The total amount of goodwill related to the acquisition of Exceda expected to be deductible for tax purposes is $14.7 million.

The Company acquired various obligations as part of the acquisition for which it is indemnified. The total obligations recorded, with corresponding indemnification asset, totaled $20.0 million.

Janrain

In January 2019, the Company acquired Janrain, Inc. ("Janrain"), a provider of customer identity and access management solutions, for $123.6 million in cash. The Company is incorporating the Janrain technology into its Intelligent Edge Platform. The Company finalized its allocation of purchase price in the fourth quarter of 2019. Included in the final allocation are measurement period adjustments, primarily related deferred tax assets. The adjustment increased the deferred tax asset and reduced goodwill by $7.5 million. The following table presents the final allocation of the purchase price for Janrain (in thousands):

Total purchase consideration $123,632
   
Allocation of the purchase consideration:  
Cash $2,223
Accounts receivable 7,318
Prepaid expenses and other current assets 838
Identifiable intangible assets 26,930
Goodwill 92,188
Deferred tax asset 12,622
Other assets 87
Total assets acquired 142,206
Accounts payable (1,642)
Accrued liabilities (2,596)
Deferred revenue (14,336)
Total liabilities assumed (18,574)
Net assets acquired $123,632




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The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Janrain expected to be deductible for tax purposes is $46.8 million.

The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$9,000
 7.9
Customer-related intangible assets17,700
 13.9
Trademarks200
 1.9
Non-compete agreements30
 1.9
Total$26,930
  


The total weighted average amortization period for the intangible assets acquired from Janrain is 11.8 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

2017 Acquisitions


Nominum


On November 27, 2017, the Company acquired Nominum, Inc. ("Nominum"), a provider of domain name system ("DNS") and enterprise security solutions, for $180.3 million in cash. The allocation of the purchase price has not been finalized as of the filing of these financial statements. The acquisition is intended to addadded complementary capabilities to the Company's portfolio of security offerings while expanding the Company’s distribution to carriers that serve enterprise customers.


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The following table presents the preliminaryfinal allocation of the purchase price for Nominum (in thousands):


Total purchase consideration $180,327
   
Allocation of the purchase consideration:  
Cash $8,455
Accounts receivable 9,845
Prepaid expenses and other current assets 1,082
Identifiable intangible assets 33,200
Goodwill 129,876
Fixed assets 1,570
Deferred tax assets 16,080
Other assets 19
Total assets acquired 200,127
Accounts payable (1,501)
Accrued liabilities (3,471)
Deferred revenue (14,828)
Total liabilities assumed (19,800)
Net assets acquired $180,327

Total purchase consideration $180,327
   
Allocation of the purchase consideration:  
Cash $8,455
Accounts receivable 9,845
Prepaids and other current assets 1,481
Identifiable intangible assets 32,800
Goodwill 133,754
Fixed assets 2,169
Deferred tax assets 11,398
Other assets 19
Total assets acquired 199,921
Accounts payable (1,460)
Accrued liabilities (3,306)
Deferred revenue (14,828)
Total liabilities assumed (19,594)
Net assets acquired $180,327


The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Nominum expected to be deductible for tax purposes is $44.2$54.1 million.




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The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):


 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$7,200
 2.2
Customer-related intangible assets24,700
 6.5
Trademarks1,100
 3.7
Non-compete agreements200
 1.5
Total$33,200
  

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$7,200
 2.2
Customer-related intangible assets24,300
 6.5
Trademarks1,100
 3.7
Non-compete agreements200
 1.5
Total$32,800
  


The total weighted average amortization period for the intangible assets acquired from Nominum is 5.4 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.



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Soasta


On April 6, 2017, the Company acquired Soasta, Inc. ("Soasta"), a leader in digital performance management, for $199.3 million in cash. The allocation of the purchase priceacquisition has not been finalized as of the filing of these financial statements. The acquisition is expected to allowallowed the Company to offer solutions designed to provide greater visibility into the business impact of customers' website and application optimization strategies.

The following table presents the preliminaryfinal allocation of the purchase price for Soasta (in thousands):


Total purchase consideration $199,280
   
Allocation of the purchase consideration:  
Cash $1,935
Accounts receivable 4,109
Prepaid expenses and other current assets 4,384
Identifiable intangible assets 49,900
Goodwill 122,794
Deferred tax assets 31,206
Total assets acquired 214,328
Accounts payable (1,119)
Accrued liabilities (4,366)
Deferred revenue (9,563)
Total liabilities assumed (15,048)
Net assets acquired $199,280

Total purchase consideration $199,280
   
Allocation of the purchase consideration:  
Cash $1,935
Accounts receivable 4,108
Prepaids and other current assets 1,143
Identifiable intangible assets 49,900
Goodwill 125,584
Deferred tax assets 31,206
Total assets acquired 213,876
Accounts payable (1,119)
Accrued liabilities (3,915)
Deferred revenue (9,562)
Total liabilities assumed (14,596)
Net assets acquired $199,280


The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Soasta expected to be deductible for tax purposes is $35.6$36.4 million.




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The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):


 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$18,800
 4.1
Customer-related intangible assets28,200
 4.6
Trademarks2,400
 4.9
Non-compete agreements500
 1.9
Total$49,900
  

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$18,800
 4.1
Customer-related intangible assets28,200
 4.6
Trademarks2,400
 4.9
Non-compete agreements500
 1.9
Total$49,900
  


The total weighted average amortization period for the intangible assets acquired from Soasta is 4.4 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.



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2016 Acquisitions

Concord Systems

On September 23, 2016, the Company acquired Concord Systems, Inc. ("Concord"), a provider of technology for processing data at scale, for $3.0 million in cash. The acquisition was intended to provide the Company with technology to complement existing platform data processing capabilities. The Company allocated $1.1 million of the cost of the acquisition to goodwill and $2.8 million to an identifiable intangible asset with a useful life of 7.0 years. The value of the goodwill is primarily attributable to synergies related to the integration of Concord technology onto the Company's platform as well as a trained technical workforce. An insignificant portion of the goodwill related to the acquisition of Concord is expected to be deducted for tax purposes.

Soha

On October 3, 2016, the Company acquired Soha, a provider of technology designed to facilitate secure access to enterprise applications, for $55.0 million in initial consideration and up to an additional $5.0 million for the achievement of post-closing milestones. The acquisition was intended to complement the Company's strategy of securing, protecting and accelerating enterprise applications and services in the cloud. The Company allocated $44.1 million of the cost of the acquisition to goodwill and $10.7 million to identifiable intangible assets. The total weighted average useful life of the intangible assets acquired from Soha is 4.7 years. The value of the goodwill is primarily attributable to synergies related to the integration of Soha technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of Soha expected to be deducted for tax purposes is $12.0 million.

Cyberfend

On December 15, 2016, the Company acquired Cyberfend, an innovator in bot and automation detection solutions for web and mobile environments, for $37.5 million in initial consideration and up to an additional $10.5 million upon the achievement of post-closing milestones. The acquisition was intended to further strengthen the Company's existing bot management and mitigation services. The Company allocated $38.5 million of the cost of the acquisition to goodwill and $6.5 million to acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Cyberfend is 3.6 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Cyberfend expected to be deducted for tax purposes is $11.0 million.

2015 Acquisitions

Xerocole

On February 27, 2015, the Company acquired Xerocole, Inc. ("Xerocole"), a provider of recursive DNS functionality, for $16.6 million in cash. The Company acquired Xerocole with a goal of expanding its existing authoritative DNS products. The Company allocated $12.9 million of the cost of the acquisition to goodwill and $4.9 million to acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Xerocole is 8.8 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill expected to be deducted for tax purposes is $2.7 million.



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Octoshape

On April 6, 2015, the Company acquired all of the outstanding capital stock of Codemate A/S and its wholly-owned subsidiary Octoshape ApS (together, "Octoshape") in exchange for $107.0 million in cash. Octoshape was a cloud service provider focused on delivering broadcast, enterprise and carrier solutions. The goal of acquiring Octoshape was to make available for the Company's customers additional delivery and optimization technologies for video streams of over-the-top (often referred to as OTT) content and to enable the Company to more fully support Internet Protocol television solutions. The following table presents the final allocation of the purchase price for Octoshape (in thousands):

Total purchase consideration $107,047
   
Allocation of the purchase consideration:  
Cash $664
Accounts receivable 1,976
Other current assets 393
Identifiable intangible assets 41,950
Goodwill 69,445
Deferred tax assets 5,230
Total assets acquired 119,658
Other current liabilities (1,983)
Current deferred revenue (770)
Deferred tax liabilities (9,858)
Total liabilities assumed (12,611)
Net assets acquired $107,047

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Octoshape expected to be deducted for tax purposes is $69.4 million.

The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$25,310
 9.8
Customer-related intangible assets16,560
 11.8
Non-compete agreements80
 2.0
Total$41,950
  

The total weighted average amortization period for the intangible assets acquired from Octoshape is 10.6 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

Bloxx

On October 30, 2015, the Company acquired Bloxx Limited ("Bloxx"), a provider of Secure Web Gateway technology, for $18.7 million in cash. The acquisition was intended to provide the Company with technology to complement its cloud security strategy for protecting businesses against Internet vulnerabilities. The Company allocated $17.7 million of the cost of the acquisition to goodwill and $3.9 million to the acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Bloxx is 7.2 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Bloxx expected to be deducted for tax purposes is $17.7 million.



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9. Accrued Expenses and Other Liabilities


Accrued expenses consisted of the following as of December 31, 20172019 and 20162018 (in thousands):
 
 December 31, 2019 December 31, 2018
Payroll and other related benefits$190,721
 $180,301
Bandwidth and co-location65,213
 76,184
Income tax payable40,337
 36,536
Property, use and other taxes30,904
 23,042
Professional service fees1,775
 2,169
Other accrued expenses5,911
 10,072
Total$334,861
 $328,304

 December 31, 2017 December 31, 2016
Payroll and other related benefits$150,784
 $110,822
Bandwidth and co-location72,782
 61,084
Property, use and other taxes47,584
 52,858
Professional service fees4,225
 4,277
Other accrued expenses8,368
 9,736
Total$283,743
 $238,777


Other liabilities consisted of the following as of December 31, 20172019 and 20162018 (in thousands):


 December 31, 2019 December 31, 2018
Deferred rent$
 $42,566
Uncertain tax positions31,207
 63,976
Other long-term liabilities58,858
 54,398
Total$90,065
 $160,940

 December 31, 2017 December 31, 2016
Deferred rent$31,510
 $29,668
Uncertain tax positions86,814
 73,231
Other long-term liabilities24,631
 15,792
Total$142,955
 $118,691


10. Restructuring


During the fourth quarter of 2019, management committed to an action to restructure certain parts of the Company to focus on investments with the potential to accelerate revenue growth. As a result, certain headcount reductions were necessary and certain capitalized internal-use software charges were realized for software not yet placed into service that will not be completed and implemented due to this action. The Company incurred expenses of $10.2 million for the year ended December 31, 2019 and expects to incur an additional $4.0 million to $7.0 million in the first quarter of 2020 for severance and related benefits and facility exit costs related to this action.

During the fourth quarter of 2018, management committed to an action to restructure certain parts of the Company with the intent of re-balancing investments to ensure long-term growth and scale. As a result, certain headcount reductions were necessary and certain capitalized internal-use software charges were realized for software not yet placed into service that will not be completed and implemented due to this action. The Company incurred expenses of $19.0 million related to this action, of which $6.7 million were incurred during the year ended December 31, 2019 and $12.3 million were incurred during the year ended December 31, 2018. The Company does not expect any additional restructuring charges related to this action.



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During the fourth quarter of 2017, management committed to an action to restructure certain parts of the Company, with the intent of shifting focus to more critical areas of the business and away from products that have not seen expected commercial success. The restructuring iswas also intended to facilitate cost efficiencies and savings. As part of the cost efficiency and savings plans, certain headcount and facility reductions were made in 2017 and 2018. Certain capitalized internal-use software charges have also been realized for software not yet placed into service that will not be completed and implemented due to this action. In addition, as partThe Company incurred expenses of cost efficiency and savings, certain headcount and facility reductions were made. The total restructuring charge expected as part of$62.7 million related to this action, is up to $65.0 million, of which $49.3$13.4 million was recognizedwere incurred during the year ended December 31, 2017.

During the first quarter of 2016, management made changes to the Company's organizational structure to reorganize the Company's product2018 and development groups and global sales, services and marketing teams into divisions centered on the Company's customers and solutions. The restructuring charges relate to severance expenses for impacted employees and charges for internal-use software not yet placed into service that will not be completed and launched due to changing priorities as part of the reorganization. The restructuring charges recognized for this action$49.3 million were incurred during the year ended December 31, 2016, were $9.7 million. No2017. The Company does not expect any additional restructuring charges are expected.related to this action.


The Company also recognizes restructuring charges for redundant employees, facilities and contracts associated with completed acquisitions. Restructuring charges related to these acquisitions were not material in any of the years ended December 31, 2019, 2018 and 2017.



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The following table summarizes the activity of the Company's restructuring accrual during the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):


 Employee Severance and Related Benefits Software Charges Excess Facilities, Contract Terminations and Other Total
Balance January 1, 2017$1,444
 $
 $169
 $1,613
Costs incurred17,311
 31,965
 5,608
 54,884
Cash disbursements(5,898) 
 (3,212) (9,110)
Software and other non-cash charges
 (31,965) (1,179) (33,144)
Balance December 31, 201712,857
 
 1,386
 14,243
Costs incurred15,841
 4,940
 6,813
 27,594
Cash disbursements(18,922) 
 (5,932) (24,854)
Software and other non-cash charges
 (4,742) (1,787) (6,529)
Translation adjustments and other732
 
 (205) 527
Balance December 31, 201810,508
 198
 275
 10,981
Costs incurred12,455
 3,784
 914
 17,153
Cash disbursements(17,294) (99) (1,038) (18,431)
Software and other non-cash charges
 (3,784) 
 (3,784)
Translation adjustments and other38
 
 
 38
Balance December 31, 2019$5,707
 $99
 $151
 $5,957

 Employee Severance and Related Benefits Software Charges Excess Facilities, Contract Terminations and Other Total
Balance January 1, 2015$
 $
 $281
 $281
Costs incurred767
 
 
 767
Cash disbursements(605) 
 (56) (661)
Balance December 31, 2015162
 
 225
 387
Costs incurred5,714
 4,587
 
 10,301
Cash disbursements(4,432) 
 (56) (4,488)
Software charges
 (4,587) 
 (4,587)
Balance December 31, 20161,444
 
 169
 1,613
Costs incurred17,311
 31,965
 5,608
 54,884
Cash disbursements(5,898) 
 (3,212) (9,110)
Software and other non-cash charges
 (31,965) (1,179) (33,144)
Balance December 31, 2017$12,857
 $
 $1,386
 $14,243


11. Debt

Convertible Senior Notes Due 2027


In February 2014,August 2019, the Company issued $690.0$1,150.0 million in par value of convertible senior notes due 20192027 (the "Notes""2027 Notes"). The 2027 Notes are senior unsecured obligations of the Company, do not bear regular interest of 0.375%, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020, and mature on February 15, 2019,September 1, 2027, unless repurchased or converted in accordance with their terms prior to maturity.




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At their option, holders may convert their 2027 Notes prior to the close of business on the business day immediately preceding August 15, 2018May 1, 2027, only under the following circumstances:


during any calendar quarter commencing after the calendar quarter ended June 30, 2014December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or


during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or

upon the occurrence of specified corporate events.


On or after August 15, 2018,May 1, 2027, holders may convert all or any portion of their 2027 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.date.


Upon conversion, the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The initial conversion rate is 11.16518.6073 shares of the Company's common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $89.56$116.18 per share, subject to adjustments in certain events, and represents a potential conversion into 7.79.9 million shares.


In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components.
The carrying cost of the liability component was calculated by measuring the fair value of a similar debt obligation that does
not have an associated convertible feature. The carrying amount of the equity component representing the conversion option
was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The difference between
the principal amount of the 2027 Notes and the proceeds allocated to the liability component (“debt discount”) is amortized to
interest expense using the effective interest method over the term of the 2027 Notes. The equity component is recorded in additional
paid-in capital in the consolidated balance sheet and will not be re-measuredremeasured as long as it continues to meet the conditions for
equity classification.


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In accounting for the transaction costs related to the issuance of the 2027 Notes, the Company allocated the total transaction
costs incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability
component are being amortized to interest expense over the term of the 2027 Notes, and transaction costs attributable to the equity
component are netted against the equity component of the 2027 Notes in stockholders’ equity.


The 2027 Notes consistconsisted of the following components as of December 31, 2017 and 20162019 (in thousands):

 December 31, 2019
Liability component: 
Principal$1,150,000
Less: debt discount and issuance costs, net of amortization(222,928)
Net carrying amount$927,072
  
Equity component:$220,529

 December 31, 2017 December 31, 2016
Liability component:   
Principal$690,000
 $690,000
Less: debt discount and issuance costs, net of amortization(27,087) (49,913)
Net carrying amount$662,913
 $640,087
    
Equity component:$101,276
 $101,276


The estimated fair value of the 2027 Notes at December 31, 20172019 was $697.0$1,133.8 million. The fair value was determined based
on the quoted price of the 2027 Notes in an inactive market on the last trading day of the reporting period and has been classified as
Level 2 within the fair value hierarchy. Based on the closing price of the Company's common stock of $65.04$86.38 on December 31, 2017,2019, the value of the 2027 Notes if converted to common stock was less than the principal amount of $690.0$1,150.0 million.


The Company used $62.0$100.0 million of the proceeds from the offering to repurchase shares of its common stock, concurrent with the issuance of the 2027 Notes. The repurchase was made in accordance with a share repurchase program previously approved by the Board of Directors (Note 13).Directors. Additionally, $23.3$127.1 million of the proceeds was used for the net cost of convertible note


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hedge and warrant transactions. The remaining net proceeds are intended to be used for working capital, share repurchases, and other general corporate purposes, as well as for potential acquisitions and strategic transactions.transactions, and other corporate purposes.


Note Hedge


To minimize the impact of potential dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions with respect to its common stock in February 2014.August 2019. The Company paid $101.3$312.2 million for the note hedge transactions. The note hedge transactions cover approximately 7.79.9 million shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 2027 Notes, also subject to adjustment, and are exercisable upon conversion of the 2027 Notes. The note hedge transactions are intended to reduce dilution in the event of conversion of the 2027 Notes.


Warrants


Separately, in February 2014,August 2019, the Company entered into warrant transactions, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, up to 7.79.9 million shares of the Company’s common stock at a strike price of approximately $104.49$178.74 per share. The Company received aggregate proceeds of $78.0$185.2 million from the sale of the warrants. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of the 2027 Notes to approximately $104.49$178.74 per share.


Convertible Notes Due 2025

In May 2018, the Company issued $1,150.0 million in par value of convertible senior notes due 2025 (the "2025 Notes"). The 2025 Notes are senior unsecured obligations of the Company, bear regular interest of 0.125%, payable semi-annually on May 1 and November 1 of each year, and mature on May 1, 2025, unless repurchased or converted prior to maturity.

At their option, holders may convert their 2025 Notes prior to the close of business on the business day immediately preceding January 1, 2025, only under the following circumstances:

during any calendar quarter commencing after the calendar quarter ended June 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or

upon the occurrence of specified corporate events.

On or after January 1, 2025, holders may convert all or any portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.

Upon conversion, the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The initial conversion rate is 10.5150 shares of the Company's common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $95.10 per share, subject to adjustments in certain events, and represents a potential conversion into 12.1 million shares.

In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying cost of the liability component was calculated by measuring the fair value of a similar debt obligation that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The difference between the principal amount of the 2025 Notes and the proceeds allocated to the liability component (“debt discount”) is amortized to interest expense using the effective interest method over the term of the 2025 Notes. The equity component is recorded in additional paid-in capital in the consolidated balance sheet and will not be remeasured as long as it continues to meet the conditions for equity classification.



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In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total transaction costs incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the term of the 2025 Notes, and transaction costs attributable to the equity component are netted against the equity component of the 2025 Notes in stockholders’ equity.

The 2025 Notes consist of the following components as of December 31, 2019 and December 31, 2018 (in thousands):

 December 31, 2019 December 31, 2018
Liability component:   
Principal$1,150,000
 $1,150,000
Less: debt discount and issuance costs, net of amortization(237,281) (275,920)
Net carrying amount$912,719
 $874,080
    
Equity component:$285,225
 $285,225


The estimated fair value of the 2025 Notes at December 31, 2019 was $1,270.7 million. The fair value was determined based on the quoted price of the 2025 Notes in an inactive market on the last trading day of the reporting period and has been classified as Level 2 within the fair value hierarchy. Based on the closing price of the Company's common stock of $86.38 on December 31, 2019, the value of the 2025 Notes if converted to common stock was less than the principal amount of $1,150.0 million.

The Company used $46.2 million of the proceeds from the offering to repurchase shares of its common stock, concurrent with the issuance of the 2025 Notes. The repurchase was made in accordance with a share repurchase program previously approved by the Board of Directors. Additionally, $141.8 million of the proceeds was used for the net cost of convertible note hedge and warrant transactions and for the repayment at maturity of the $690.0 million in par value of notes the Company issued in 2014. The remaining net proceeds have been and are expected to continue to be used for working capital, share repurchases, potential acquisitions and strategic transactions and other corporate purposes.

Note Hedge

To minimize the impact of potential dilution upon conversion of the 2025 Notes, the Company entered into convertible note hedge transactions with respect to its common stock in May 2018. The Company paid $261.7 million for the note hedge transactions. The note hedge transactions cover approximately 12.1 million shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 2025 Notes, also subject to adjustment, and are exercisable upon conversion of the 2025 Notes. The note hedge transactions are intended to reduce dilution in the event of conversion of the 2025 Notes.

Warrants

Separately, in May 2018, the Company entered into warrant transactions, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, up to 12.1 million shares of the Company’s common stock at a strike price of approximately $149.18 per share. The Company received aggregate proceeds of $119.9 million from the sale of the warrants. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of the 2025 Notes to approximately $149.18 per share.

Convertible Notes Due 2019

In February 2014, the Company issued $690.0 million in par value of convertible senior notes due 2019 (the "2019 Notes"). The 2019 Notes were senior unsecured obligations of the Company and did not bear regular interest. The 2019 Notes matured and were repaid in full on February 15, 2019 as no repurchases or conversions occurred prior to maturity.

Revolving Credit Facility

In May 2018, the Company entered into a $500.0 million five-year, revolving credit agreement (the “Credit Agreement”). Borrowings under the Credit Agreement may be used to finance working capital needs and for general corporate


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purposes. The Credit Agreement provides for an initial $500.0 million in revolving loans. Under specified circumstances, the facility can be increased to up to $1.0 billion in aggregate principal amount. The Credit Agreement expires in May 2023.

Borrowings under the Credit Agreement bear interest, at the Company's option, at a base rate plus a spread of 0.00% to 0.25% or an adjusted LIBOR rate plus a spread of 0.875% to 1.25%, in each case with such spread being determined based on the Company's consolidated leverage ratio specified in the Credit Agreement. Regardless of what amounts, if any, are outstanding under the Credit Agreement, the Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075% to 0.15%, with such rate being based on the Company's consolidated leverage ratio specified in the Credit Agreement.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Principal covenants include a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. There were 0 outstanding borrowings under the Credit Agreement as of December 31, 2019. 

Interest Expense


The 2027 Notes dobear interest at a fixed rate of 0.375%. The interest is payable semi-annually on March 1 and September 1 of each year, commencing in March 2020. The 2027 Notes have an effective interest rate of 3.1% attributable to the conversion feature. The 2025 Notes bear interest at a fixed rate of 0.125%. The interest is payable semi-annually on May 1 and November 1 of each year, commencing in November 2018. The 2025 Notes have an effective interest rate of 4.26% attributable to the conversion feature. The 2019 Notes did not bear regular interest, but havehad an effective interest rate of 3.2% attributable to the conversion feature. The Company is also obligated to pay ongoing commitment fees under the terms of the Credit Agreement. The following table sets forth total interest expense included in the consolidated statements of income related to the Notes for the years ended December 31, 20172019, 2018 and 20162017 (in thousands):


 2019 2018 2017
Amortization of debt discount and issuance costs$52,059
 $46,493
 $22,826
Coupon interest payable on 2025 Notes1,436
 874
 
Coupon interest payable on 2027 Notes1,557
 
 
Revolving credit facility contractual interest expense513
 368
 
Capitalization of interest expense(6,201) (4,533) (3,987)
Total interest expense$49,364
 $43,202
 $18,839

 2017 2016
Amortization of debt discount and issuance costs$22,826
 $22,040
Capitalization of interest expense(3,987) (3,402)
Total interest expense$18,839
 $18,638




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12. Leases

12. Commitments and Contingencies

Operating Lease Commitments


The Company leaseshas entered into various operating lease agreements for its facilities under non-cancelable operating leases.offices and co-location assets and related equipment. These operating leases expire at various dates throughhave lease periods expiring between 2020 and 2034. In late 2019, the operating lease for the Company’s corporate headquarters in Cambridge, Massachusetts and an operating sublease for office space both commenced, each with lease terms of 15 years. The Company did not incur a loss associated with this operating sublease arrangement. The Company has not assumed any renewal options in the determination of these lease terms and variable costs are not included as lease components as they are not fixed.

The following table is a summary of the Company’s operating lease costs for the year ended December 2034 and generally require the payment31, 2019 (in thousands):

 Real Estate Arrangements Co-location Arrangements Total
Operating lease cost$63,893
 $96,020
 $159,913
Short-term lease cost111
 14,301
 14,412
Variable lease cost15,610
 23,524
 39,134
Sublease income(5,119) 
 (5,119)
Total operating lease costs$74,495
 $133,845
 $208,340




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Lease costs for real estate taxes, insurance, maintenancearrangements are included in general and administrative expenses in the consolidated statements of income. Lease costs for co-location arrangements are primarily included in cost of revenue.

At December 31, 2019, the real estate arrangements' weighted average remaining lease term and weighted average discount rate for operating costs.leases were 12.8 years and 3.5%, respectively. At December 31, 2019, the co-location arrangements' weighted average remaining lease term and weighted average discount rate for operating leases were 3.9 years and 2.2%, respectively.


The minimum aggregate future obligations under non-cancelable leasesMaturities of operating lease liabilities as of December 31, 20172019 were as follows (in thousands):

 Real Estate Arrangements Co-location Arrangements
2020$77,961
 $63,514
202179,303
 17,550
202275,657
 9,603
202374,244
 6,189
202467,727
 4,795
Thereafter532,549
 14,695
Total lease payments907,441
 116,346
Less: imputed interest186,457
 5,686
Total lease liabilities$720,984
 $110,660

2018$50,187
201949,418
202061,031
202158,680
202256,211
Thereafter481,471
Total$756,998


Rent expense for the years ended As of December 31, 2017, 2016 and 2015 was $58.8 million, $50.3 million and $47.9 million, respectively. The Company has entered into sublease agreements with tenants of various properties previously vacated by the Company. The amounts paid to2019, the Company by thesehad additional operating leases, primarily for real estate facilities, that had not yet commenced of $13.7 million, which will commence in 2020 and 2022, with lease terms of one year to seven years. The table above excludes approximately $211.0 million of future sublease tenants was $3.6 million, $1.3 million and $3.6 million for the years ended income that is expected to be recognized through 2034.

As of December 31, 2017, 2016 and 2015, respectively.

As of December 31, 2017,2019, the Company had outstanding letters of credit in the amount of $6.4$7.4 million,, primarily related to operating leases. The letters of credit remain in effect until the Company fulfills its obligations under these leases or as such obligations expire under the terms of the letters of credit.


PurchasePrior Period Disclosures

The minimum aggregate future obligations under non-cancelable operating leases, including real estate, co-location and bandwidth commitments as of December 31, 2018 were as follows (in thousands):
 Real Estate Arrangements Bandwidth and Co-location Arrangements
2019$54,561
 $138,777
202078,683
 24,420
202175,991
 8,463
202272,579
 5,233
202370,101
 2,156
Thereafter599,339
 3,709
Total$951,254
 $182,758


Rent expense for the years ended December 31, 2018 and 2017 was $63.2 million and $58.8 million, respectively, as determined under the previous standard. The Company has entered into sublease agreements with tenants of various properties previously vacated by the Company. The amounts paid to the Company by these sublease tenants was $3.8 million and $3.6 million for the years ended December 31, 2018 and 2017, respectively.



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13. Commitments and Contingencies


As of December 31, 20172019, the Company had long-term commitments for bandwidth usage and co-location with various networks and ISPs and for asset purchases for network equipment.ISPs. Additionally, as of December 31, 20172019, the Company had entered into purchase orders with various vendors. The minimum future commitments as of December 31, 20172019 were as follows (in thousands):


 Bandwidth Commitments Purchase Order Commitments
2020$83,124
 $190,042
202121,191
 19,540
20227,407
 11,985
20231,382
 2,276
202449
 1,606
Thereafter90
 364
Total$113,243
 $225,813

 Bandwidth and Co-location Commitments Purchase Order Commitments
2018$108,988
 $93,385
201927,304
 6,175
2020817
 3,205
2021
 1,385
2022
 1,190
Thereafter
 
Total$137,109
 $105,340



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Legal Matters


The Company is party to various litigation matters that management considers routine and incidental to its business. Management does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition or cash flows.


In July 2016, as part of the resolution of a patent infringement lawsuit filed by the Company against Limelight Networks, Inc. (“Limelight”) in 2006, the Company entered into an agreement that requires Limelight to pay the Company $54.0 million in 12 equal installments over three years, beginning in August 2016. During the years ended December 31, 20172019, 2018 and 2016,2017, the Company received $9.0 million, $18.0 million and $9.0$18.0 million, respectively, under this agreement,agreement. Substantially all of which $16.4 million and $8.6 million wasthe amounts received were recorded as a gain contingency in the year the cash was received, which reduced general and administrative expenses in the consolidated statements of income, respectively, and $1.6 million and $0.4 million was recordedwith the remaining as interest income, respectively.income.


In November 2015,April 2018, as part of the resolution of multiple existing lawsuits between Limelight filed a complaintand the Company, including in the U.S. District Court for the Eastern District of Virginia againstand in the U.S. District Court for the District of Massachusetts, the Company and XO Communications LLC (“XO”), alleging patent infringement byLimelight entered into an agreement to settle the two companies. The complaint seekscases and request that the U.S. Patent Trial and Appeal Board terminate certain proceedings related to recover frompatents at issue in the Company and XO monetary damages based upon lost revenue due to infringing technology used by the companies.litigation. The Company has agreed to indemnify XO for damages it incurs in this matter. The Company has made counterclaimsrecorded a $14.9 million charge in the action against Limelight alleging that Limelight has infringed multiplesecond quarter of 2018, which is included in general and administrative expenses in the Company’s content delivery patents, andconsolidated statement of income for the Company is seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. No provision with respectyear ended December 31, 2018, related to this matter has been made in the Company’s consolidated financial statements. An estimate of the possible loss or range of loss cannot be made.settlement.


Indemnification


The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners, vendors or customers, in connection with its provision of its services. Generally, these obligations are limited to claims relating to infringement of a patent, copyright or other intellectual property right or the Company’s negligence, willful misconduct or violation of law. Subject to applicable statutes of limitation, the term of each of these indemnification agreements is generally perpetual from the time of execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company carries insurance that covers certain third-party claims relating to its services and activities and that could limit the Company’s exposure in that respect.


The Company has agreed to indemnify each of its officers and directors during his or her lifetime for certain events or occurrences that happen by reason of the fact that the officer or director is or was or has agreed to serve as an officer or director of the Company. The Company has director and officer insurance policies that may limit its exposure and may enable the Company to recover a portion of certain future amounts paid.


To date, the Company has not encountered material costs as a result of such indemnification obligations and has not accrued any related liabilities in its financial statements. In assessing whether to establish an accrual, the Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.



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13.14. Stockholders’ Equity


Stock Repurchase Program


In October 2013, the Board of Directors authorized a $750.0 million share repurchase program, effective from October
2013 through December 2016. In February 2016, the Board of Directors authorized a $1.0 billion share
repurchase program that superseded the October 2013 repurchase program and iswas effective from February 2016
through December 2018. In March 2018, the Company announced that its Board of Directors had increased its share repurchase authorization by $416.7 million, such that the amount that was authorized and available for repurchase in 2018 was $750.0 million. Subsequently, effective November 2018, the Board of Directors authorized an additional $1.1 billion repurchase program through December 2021. The Company's goalgoals for the share repurchase program isprograms are to offset the dilution created by its employee equity compensation programs and provide the flexibility to return capital to shareholders as business and market conditions warrant.


During the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company repurchased 6.94.0 million, 7.010.2 million and 4.56.9 million shares, respectively, of its common stock for $361.2$334.5 million, $373.8$750.0 million and $302.6$361.2 million, respectively, pursuant to the current repurchase program as well as prior ones approved by the Board of Directors.programs described above. As of December 31, 20172019, the Company had $333.3765.5 million available for future purchases of shares under the current repurchase program.


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The Board of Directors authorized the retirement of all the outstanding shares of its treasury stock as of each of December 31, 2017, 20162019, 2018 and 2015.2017. The retired shares were returned to the number of authorized but unissued shares of the Company's common stock, and the retirement was recorded to additional paid-in capital.


14.15. Accumulated Other Comprehensive Loss


The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the year ended December 31, 20172019 (in thousands):


 Foreign Currency Translation Net Unrealized Gains on Investments Total
Balance as of January 1, 2019$(51,904) $2,992
 $(48,912)
Other comprehensive (loss) income(1,020) 4,788
 3,768
Balance as of December 31, 2019$(52,924) $7,780
 $(45,144)

 Foreign Currency Translation Net Unrealized Gains (Losses) on Investments Total
Balance as of January 1, 2017$(59,017) $2,795
 $(56,222)
Other comprehensive income (loss)34,698
 (406) 34,292
Balance as of December 31, 2017$(24,319) $2,389
 $(21,930)


The tax effect on accumulated unrealized gains on investments was insignificant as of December 31, 20172019 and 2016.2018. Amounts reclassified from accumulated other comprehensive loss to net income were insignificant for the year ended December 31, 20172019.


15.16. Revenue from Contracts with Customers

The Company sells its services through a sales force located both domestically and abroad. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period. The following table summarizes revenue by geography included in the Company’s consolidated statements of income for the years ended December 31, 2019, 2018 and 2017 (in thousands):

 2019 2018 2017
U.S.$1,694,211
 $1,683,272
 $1,637,198
International1,199,406
 1,031,202
 851,837
Total revenue$2,893,617
 $2,714,474
 $2,489,035


While the Company sells its services through a geographically dispersed sales force, it manages its customer relationships in 2 divisions: the Web Division and the Media and Carrier Division. Customers are assigned to a division for relationship management purposes according to their predominant purchasing activity; however, customers may purchase solutions managed by the other division as well. The following table summarizes revenue by division included in the Company’s consolidated statements of income for the years ended December 31, 2019, 2018 and 2017 (in thousands):


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 2019 2018 2017
Web Division$1,566,401
 $1,448,644
 $1,307,641
Media and Carrier Division1,327,216
 1,265,830
 1,181,394
Total revenue$2,893,617
 $2,714,474
 $2,489,035


The Company reports revenue in two divisions: the Web Division and the Media and Carrier Division. Revenue by division is a customer-focused reporting view that reflects revenue from customers that are managed by the division. As the purchasing patterns and required account expertise of customers change over time, we may reassign a customer from one division to another. In 2019, the Company reassigned some customers from the Media and Carrier Division to the Web Division and revised historical results in order to reflect the most recent categorization and to provide a comparable view for all periods presented.

Most content delivery and security services represent obligations that are satisfied over time as the customer simultaneously receives and consumes the services provided by the Company. Accordingly, the majority of the Company's revenue is recognized over time, generally ratably over the term of the arrangement due to consistent monthly traffic commitments that expire each period. A small percentage of the Company's services are satisfied at a point in time, such as one-time professional services contracts, integration services, and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at a point in time of delivery or satisfaction of the performance obligation.

During the years ended December 31, 2019 and 2018, the Company recognized $64.1 million and $71.8 million of revenue that was included in deferred revenue as of December 31, 2018 and 2017, respectively.

As of December 31, 2019, the aggregate amount of remaining performance obligations from contracts with customers was $2.5 billion. The Company expects to recognize approximately 70% of its remaining performance obligations as revenue over the next 12 months, with the remaining recognized thereafter. Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. This consists of future committed revenue for monthly, quarterly or annual periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced in prior periods for which the related performance obligations have not been satisfied. It excludes estimates of variable consideration such as usage-based contracts with no committed contract as well as anticipated renewed contracts.

17. Employee Benefit Plan


The Company has established a savings plan for its employees that is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to this plan through payroll deductions within statutory and plan limits. The Company contributed approximately $16.6 million, $16.7 million and $15.6 million, $13.7 million and $13.1 million of cash to the savings plan for the years ended December 31, 2017, 20162019, 2018 and 20152017, respectively, under a matching program.


16.18. Stock-Based Compensation


Equity Plans


In May 2013, the Company's stockholders approved the Akamai Technologies, Inc. 2013 Stock Incentive Plan (as amended in 2015 and 2017, the "2013 Plan"). The 2013 Plan replaced the Akamai Technologies, Inc. 2009 Stock Incentive Plan (the "2009 Plan"), which in turn replaced the Akamai Technologies, Inc. 2006 Stock Incentive Plan, the Akamai Technologies, Inc. 2001 Stock Incentive Plan and the Akamai Technologies, Inc. 1998 Stock Incentive Plan (together with the 2009 Plan, the "Previous Plans"). The Company no longer issues equity awards under the Previous Plans, and they solely exist to satisfy outstanding equity awards previously granted under those plans. The 2013 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards up to 18.521.5 million shares of common stock to employees, officers, directors, consultants and advisers of the Company. Additionally, the Company may grant up to 3.8 million shares of common stock thereunder that were available for grant under the 2009 Plan immediately prior to stockholder approval of the 2013 Plan. Any shares of common stock that are currently outstanding under the Previous Plans that are terminated, canceled, surrendered or forfeited will become available to grant under the 2013 Plan. As of December 31, 2017,2019, the Company had reserved approximately 11.18.8 million shares of common stock available for future issuance of equity awards under the 2013 Plan.



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The Company has assumed certain stock option plans and the outstanding stock options of companies that it has acquired (“Assumed Plans”). Stock options outstanding as of the date of acquisition under the Assumed Plans were exchanged for the Company’s stock options and adjusted to reflect the appropriate conversion ratio as specified by the applicable acquisition agreement, but are otherwise administered in accordance with the terms of the Assumed Plans. Stock options under the Assumed Plans generally vest over four years and expire ten years from the date of grant.


The 1999 Employee Stock Purchase Plan ("1999 ESPP") permits eligible employees to purchase up to 1.5 million shares each June 1 and December 1, provided that the aggregate number of shares issued shall not exceed 20.0 million. The 1999 ESPP allows participants to purchase shares of common stock at a 15% discount from the fair market value of the stock as determined on specific dates at six-month intervals. During the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company issued 1.1 million, 0.9 million, 1.0 million and 0.71.1 million shares under the 1999 ESPP, respectively, with a weighted average purchase price per share of $40.18, $46.23$61.04, $52.04 and $52.05,$40.18, respectively. Total cash proceeds from the purchase of shares under the 1999


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ESPP in the years ended December 31, 2019, 2018 and 2017 2016 and 2015 were $42.3$53.7 million, $39.9$50.7 million and $34.8$42.3 million, respectively. As of December 31, 2017,2019, approximately $6.15.2 million had been withheld from employees for future purchases under the 1999 ESPP.


Stock-Based Compensation Expense


The following table summarizes the components of total stock-based compensation expense included in the Company’s consolidated statements of income for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):
 
 2019 2018 2017
Cost of revenue$22,479
 $21,892
 $20,314
Research and development49,685
 44,034
 38,864
Sales and marketing62,150
 64,373
 60,246
General and administrative52,826
 53,514
 44,884
Total stock-based compensation187,140
 183,813
 164,308
Provision for income taxes(51,177) (48,502) (56,237)
Total stock-based compensation, net of taxes$135,963
 $135,311
 $108,071

 2017 2016 2015
Cost of revenue$20,314
 $18,287
 $14,145
Research and development38,864
 29,739
 23,927
Sales and marketing60,246
 55,407
 53,542
General and administrative44,884
 41,073
 35,063
Total stock-based compensation164,308
 144,506
 126,677
Provision for income taxes(56,237) (49,014) (49,033)
Total stock-based compensation, net of taxes$108,071
 $95,492
 $77,644


In addition to the amounts of stock-based compensation reported in the table above, the Company’s consolidated statements of income for the years ended December 31, 2017, 20162019, 2018 and 20152017 also include stock-based compensation reflected as a component of amortization of capitalized internal-use software; the additional stock-based compensation was $17.5$30.6 million, $13.8$25.2 million and $12.7$17.5 million, respectively, before taxes.


The Company uses the Black-Scholes option pricing model to determine the fair value of the Company’s stock option awards. This model requires the input of subjective assumptions, including expected stock price volatility and the estimated term of each award. The estimated fair value of the Company's stock-based awards, less expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis. Expected volatilities are based on the Company’s historical stock price volatility and implied volatility from traded options in its stock. The Company uses historical data to estimate the expected term of options granted within the valuation model. The risk-free interest rate for periods commensurate with the expected term of the option is based on the U.S. Treasury yield rate in effect at the time of grant. The expected dividend yield is zero, as the Company currently does not pay a dividend and does not anticipate doing so in the future.


The grant-date fair values of awards granted under the 1999 ESPP during the years ended December 31, 2017, 20162019, 2018 and 20152017 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
 
 2019 2018 2017
Expected term (in years)0.5
 0.5
 0.5
Risk-free interest rate2.3% 1.9% 1.0%
Expected volatility29.6% 31.2% 35.8%
Dividend yield% % %




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 2017 2016 2015
Expected term (in years)0.5
 0.5
 0.5
Risk-free interest rate1.0% 0.5% 0.2%
Expected volatility35.8% 36.2% 28.0%
Dividend yield% % %


For the years ended December 31, 2017, 20162019, 2018 and 20152017, the weighted average fair value of awards granted under the 1999 ESPP was $13.6020.90 per share, $14.5415.29 per share and $15.6313.60 per share, respectively.


As of December 31, 20172019, total pre-tax unrecognized compensation cost for stock options, restricted stock units, deferred stock units and shares of common stock issued under the 1999 ESPP was $267.8267.6 million. The expense is expected to be recognized through 20212023 over a weighted average period of 1.91.7 years.



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Stock Options


The following table summarizes stock option activity during the year ended December 31, 20172019:
 

Shares
(in thousands)

Weighted Average Exercise Price 
Weighted Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 1, 2019120
 $37.33
    
Exercised(93) 39.23
    
Forfeited(7) 44.88
    
Outstanding at December 31, 201920
 $26.23
 1.21 $1,230
Exercisable at December 31, 201920
 $26.23
 1.21 $1,230
Vested or expected to vest December 31, 201920
 $26.23
 1.21 $1,230


Shares
(in thousands)

Weighted Average Exercise Price 
Weighted Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 1, 2017874
 $35.51
    
Exercised(522) 34.68
    
Forfeited(13) 47.26
    
Outstanding at December 31, 2017339
 $36.36
 1.66 $9,734
Exercisable at December 31, 2017338
 $36.31
 1.66 $9,708
Vested or expected to vest December 31, 2017339
 $36.35
 1.66 $9,731


The total pre-tax intrinsic value of options exercised during the years ended December 31, 2017, 20162019, 2018 and 20152017 was $3.9 million, $8.2 million and $12.3 million, $18.3 million and $53.6 million, respectively. The total fair value of options vested for the years ended December 31, 2019 and 2018 was insignificant. The total fair value of options vested for the years ended December 31, 2017 2016 and 2015was $1.2 million, $6.5 million and $10.3 million, respectively..


The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $65.04$86.38 on December 31, 20172019, that would have been received by the option holders had all option holders exercised their “in-the-money” options as of that date. The total number of shares issuable upon the exercise of “in-the-money” options exercisable as of December 31, 20172019 was 0.3 million.20,000.


Deferred Stock Units


The Company has granted deferred stock units ("DSUs") to non-employee members of its Board of Directors. Each DSU represents the right to receive one1 share of the Company’s common stock upon vesting. The holder may elect to defer receipt of the vested shares of stock represented by the DSU for a period of at least one year but not more than ten years from the grant date. DSUs vest 100% on the first anniversary of the grant date. If a director has completed one year of Board service, vesting of 100% of the DSUs held by such director will accelerate at the time of his or her departure from the Board.


The following table summarizes the DSU activity for the year ended December 31, 20172019:


Units
(in thousands)
 Weighted Average Grant Date Fair Value
Units
(in thousands)
 Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017164
 $44.90
Outstanding at January 1, 2019171
 $49.54
Granted44
 47.50
25
 76.62
Vested and distributed(31) 54.97
(97) 48.51
Outstanding at December 31, 2017177
 $43.77
Outstanding at December 31, 201999
 $57.50




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The total pre-tax intrinsic value of DSUs that were vested and distributed during the years ended December 31, 2017, 20162019, 2018 and 20152017 was $7.7 million, $3.0 million and $1.5 million, $1.4 million and $10.7 million, respectively. The total fair value of DSUs that were vested and distributed during the years ended December 31, 2017, 20162019, 2018 and 20152017 was $4.9 million, $1.8 million and $1.7 million, $1.6 million and $4.9 million, respectively. The grant-date fair value is calculated based upon the Company’s closing stock price on the date of grant. As of December 31, 20172019, 44,00025,000 DSUs were unvested, with an aggregate intrinsic value of approximately $2.92.2 million and a weighted average remaining contractual life of approximately 0.4 years.years. These units are expected to vest in May 20182020.



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Restricted Stock Units


The following table summarizes the different types of restricted stock units ("RSUs") granted by the Company during the year ended December 31, 20172019 (in thousands):
 December 31, 20172019
RSUs with service-based vesting conditions3,4112,769

RSUs with market-based vesting conditions116105

RSUs with performance-based vesting conditions82327

Total3,6093,201



RSUs represent the right to receive one1 share of the Company’s common stock upon vesting. RSUs are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued RSUs that vest based on the passage of time assuming continued service with the Company, RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and incomeearnings targets, and other key financial performance indicators and RSUs that vest based upon total shareholder return ("TSR") measured against the benchmark TSR of a peer group.


For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is being recognized over the vesting period. Most RSUs with service-based vesting provisions vest in installments over a three- or four-year period following the grant date.


Beginning in the first quarter of 2016, the Company granted RSUs with market-based vesting conditions to certain of its executive officers. The Company uses the Monte Carlo simulation model to determine the fair value of the Company’sCompany's RSUs based on TSR. This model requires the input of assumptions, including the estimated term of each award, the risk-free interest rate, historical stock price volatility of the Company's shares and historical stock price volatility of peer-company shares. The grant-date fair values of the Company'sTSR-based RSUs with market-based vesting conditions granted during the yearyears ended December 31, 20172019, 2018 and 20162017 were estimated using a Monte Carlo simulation model with the following assumptions:


 2019 2018 2017
Expected term (in years)3.0
 3.0
 3.0
Risk-free interest rate2.5% 2.3% 1.4%
Akamai historical share price volatility32.8% 35.5% 33.2%
Average volatility of peer-company share price27.0% 26.3% 27.1%

 2017 2016
Expected term (in years)3.0
 3.0
Risk-free interest rate1.4% 0.8%
Akamai historical share price volatility33.2% 34.3%
Average volatility of peer-company share price27.1% 27.6%


For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, management measured compensation expense for performance-based RSUs based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recorded using a graded-vesting method for each series of grants of performance-based RSUs, to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.




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The following table summarizes the RSU activity for the year ended December 31, 20172019:
 

Units
(in thousands)

Weighted Average Grant Date Fair Value
Outstanding at January 1, 20195,612

$62.25
Granted3,201

72.30
Vested(3,086)
63.36
Forfeited(654)
67.34
Outstanding at December 31, 20195,073

$70.43


Units
(in thousands)

Weighted Average Grant Date Fair Value
Outstanding at January 1, 20175,710

$59.51
Granted3,609

59.60
Vested(2,910)
59.59
Forfeited(566)
46.65
Outstanding at December 31, 20175,843

$59.94



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The total pre-tax intrinsic value of RSUs that vested during the years ended December 31, 2017, 20162019, 2018 and 20152017 was $189.4 million, $173.6 million and $168.6 million, $128.5 million and $153.6 million, respectively. The total fair value of RSUs that vested during the years ended December 31, 2017, 20162019, 2018 and 20152017 was $195.5 million, $178.3 million and $173.6 million, $140.4 million and $105.3 million, respectively. The grant-date fair value of each RSU is calculated based upon the Company’s closing stock price on the date of grant. As of December 31, 20172019, 5.85.1 million RSUs were outstanding and unvested, with an aggregate intrinsic value of $380.2438.4 million and a weighted average remaining vesting period of approximately 1.91.65 years. These RSUs are expected to vest on various dates through October 20212023.


17.19. Income Taxes


The components of income before provision for income taxes were as follows for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):
 
 2019 2018 2017
U.S.$24,253
 $(27,379) $92,588
Foreign508,228
 370,468
 221,604
Income before provision for income taxes$532,481
 $343,089
 $314,192

 2017 2016 2015
U.S.$94,518
 $273,176
 $233,247
Foreign221,604
 186,270
 223,377
Income before provision for income taxes$316,122
 $459,446
 $456,624


The provision for income taxes consisted of the following for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):
 
 2019 2018 2017
Current tax (benefit) provision:     
Federal$(22,704) $(29,982) $41,090
State3,835
 8,085
 6,336
Foreign71,286
 64,274
 51,244
Deferred tax (benefit) provision:     
Federal(13,987) 5,954
 (24,136)
State(12,212) 701
 21,689
Foreign4,968
 (7,140) (4,367)
Change in valuation allowance22,164
 2,824
 (430)
Total$53,350
 $44,716
 $91,426

 2017 2016 2015
Current tax provision (benefit):     
Federal$41,090
 $89,816
 $70,298
State6,336
 6,238
 (1,750)
Foreign51,244
 39,952
 62,572
Deferred tax provision (benefit):     
Federal(17,136) 4,265
 23,381
State21,689
 (86) (742)
Foreign(4,992) 3,916
 (18,536)
Change in valuation allowance(430) (787) (5)
Total$97,801
 $143,314
 $135,218


The current tax provision includesFor the year ended December 31, 2017, income taxes incurred on intercompany sales primarily intellectual property. For financial statement purposes this amount is required to bewere deferred on the balance sheet with the offset recorded as a deferred tax benefit. The income tax that is deferred isand amortized into earnings over the economic life of the intellectual property that was sold. The amount of the current year deferralBeginning in 2018, all income taxes incurred on intercompany sales are included in the Company’s deferredcurrent tax provision was a benefit of $16.0 million, $9.1 million and $15.5 million in the years ended December 31, 2017, 2016 and 2015, respectively.provision.






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The Company’s effective tax rate differed from the U.S. federal statutory tax rate as follows for the years ended December 31, 2017, 20162019, 2018 and 2015:2017:
 
 2019 2018 2017
U.S. federal income tax rate21.0 % 21.0 % 35.0 %
State taxes1.0
 1.2
 1.5
Share-based compensation0.3
 1.0
 3.7
U.S. federal, state and foreign research and development credits(6.0) (7.6) (7.0)
Foreign earnings(6.1) (6.0) (7.9)
Domestic production activities deduction
 
 (0.7)
Impact of TCJA, net
 (0.8) 6.4
Impact of acquisition-related uncertain tax position
 
 (2.9)
Release of uncertain tax position reserve(5.9) (1.9) (0.5)
Intercompany sale of intellectual property1.9
 3.3
 
Valuation allowance4.2
 0.8
 
Other(0.4) 2.0
 1.5
 10.0 % 13.0 % 29.1 %

 2017 2016 2015
U.S. federal income tax rate35.0 % 35.0 % 35.0 %
State taxes1.6
 2.0
 1.7
Share-based compensation3.7
 2.7
 1.9
U.S. federal, state and foreign research and development credits(6.9) (3.3) (4.1)
Foreign earnings(7.8) (3.4) (4.6)
Domestic production activities deduction(0.7) (1.7) (1.2)
U.S Tax Cuts and Jobs Act, net8.2
 
 
Impact of acquisition-related uncertain tax position(2.9) 
 
Other0.7
 (0.1) 0.9
 30.9 % 31.2 % 29.6 %


In December 2017 the TCJA was enacted, making significant changes to the U.S. Internal Revenue Code. Changes includeincluded a corporate income tax rate decrease from 35%35.0% to 21%21.0%, the implementation of a modified territorial tax system, a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 and the repeal of the domestic production activities deduction, among other items.

The Company has recognized a provisional net tax expense of $26.0 million for the impact of the TJCA which is comprised of a one-time transition tax expense of $43.4 million on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017, offset by a $17.4 million tax benefit related to the re-measurement of deferred tax assets and liabilities due to the lower corporate income tax rate. Any subsequent adjustments to the provisional amounts will be recorded to current tax expense or benefit in the quarter of 2018 in which the analysis is completed.


The components of the net deferred tax assets and liabilities and the related valuation allowance as of December 31, 20172019 and 20162018 were as follows (in thousands):
 
 2019 2018
Accrued bonus$25,487
 $24,093
Deferred revenue3,874
 4,188
Deferred rent
 11,245
Operating lease liability147,375
 
Stock-based compensation20,606
 20,345
NOLs25,851
 15,743
Unrealized losses1,529
 1,039
Tax credit carryforwards87,305
 70,235
License income
 2,245
Convertible senior notes interest22,506
 4,724
Other12,501
 11,759
Deferred tax assets347,034
 165,616
Depreciation and amortization(16,896) (23,912)
Acquired intangible assets(51,758) (45,773)
Operating lease ROU asset(132,949) 
Deferred commissions(14,843) (14,232)
Internal-use software development costs capitalized(57,201) (63,586)
Deferred tax liabilities(273,647) (147,503)
Valuation allowance(26,046) (2,824)
Net deferred tax assets$47,341
 $15,289

 2017 2016
Accrued bonus$19,950
 $18,390
Deferred revenue8,861
 10,055
Deferred rent8,000
 12,592
Stock-based compensation20,557
 32,030
Net operating losses26,698
 7,855
Unrealized losses1,239
 1,862
Tax credit carryforwards49,135
 23,629
License income6,611
 16,932
Other11,909
 7,048
Deferred tax assets152,960
 130,393
Depreciation and amortization(13,933) (10,470)
Acquired intangible assets(48,781) (44,788)
Internal-use software development costs capitalized(54,687) (77,375)
Deferred tax liabilities(117,401) (132,633)
Valuation allowance
 (430)
Net deferred tax assets (liabilities)$35,559
 $(2,670)


The Company re-measured the U.S.Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and liabilities asnegative, to determine whether a valuation allowance is needed. As of December 31, 2017 included in2019, the table above at the applicable tax rate of 21% in accordance with the TCJA.Company recorded a $26.0





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million valuation allowance against deferred tax assets related to tax credits and state NOLs in which it is more-likely-than-not that such attributes will expire prior to utilization. The change in the valuation allowance during 2019 was $23.2 million.

The table below summarizes the Company's NOL and tax credit carryforwards in federal, state and foreign jurisdictions as of December 31, 20172019 and 20162018 (in thousands, except for years):


 2019 2018 Expirations at Various Dates Through:
NOL carryforwards:     
Federal$87,500
 $52,500
 2037
State20,500
 20,500
 2039
Foreign11,600
 8,500
 
Federal and state research and development tax credit and other credit carryforwards88,570
 88,200
 2034

 2017 2016 Expirations at Various Dates Through:
NOL carryforwards:     
Federal$99,200
 $16,500
 2037
State89,500
 11,400
 2035
Foreign
 
 
Federal and state research and development tax credit and other credit carryforwards65,900
 41,500
 2032


The Company's U.S. federal and state NOL carryforwards relate to acquisitions completed in 20122019, 2017 and 2017.2012.


As of December 31, 2017, foreign2019, accumulated earnings outside the U.S. totaled $1.1 billion, the majority of approximately $603.2 millionwhich have been taxed due to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings and the tax on global intangible low taxed income ("GILTI") required by the TCJA. No provision for U.S. income and foreign withholding taxes has been provided for any remaining undistributed foreign earnings not subject to tax under the transition tax,TCJA, or any additional basis differences inherent in these entities, as these amounts continue to be indefinitely reinvested. Determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios, and the variation due to multiple potential assumptions relating to the timing of any future repatriation.


The following is a roll forward of the Company’s unrecognized tax benefits for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):


 2019 2018 2017
Balance at beginning of year$64,892
 $85,845
 $69,117
Gross increases – tax positions of prior periods74
 2,704
 2,692
Gross increases – current period tax positions2,006
 3,021
 27,163
Gross decreases – tax positions of prior periods(5,201) (15,287) (277)
Gross decreases – lapse of applicable statute of limitations(28,672) (6,186) (12,850)
Gross decreases – settlements(5,740) (5,205) 
Balance at end of year$27,359
 $64,892
 $85,845

 2017 2016 2015
Balance at beginning of year$69,117
 $65,290
 $33,320
Gross increases — tax positions of prior periods2,692
 6,391
 11,238
Gross increases — current period tax positions27,163
 6,252
 27,043
Gross decreases — tax positions of prior periods(277) (6,491) (5,739)
Gross decreases — lapse of applicable statute of limitations(12,850) (287) (257)
Gross decreases — settlements
 (2,038) (315)
Balance at end of year$85,845
 $69,117
 $65,290


As of December 31, 2017, 20162019, 2018 and 2015,2017, the Company had approximately $90.7$32.6 million, $77.1$67.8 million and $72.3$90.7 million of unrecognized tax benefits, respectively. The totalTotal interest and penalties for unrecognized tax benefits include $10.7$7.8 million, $13.7$11.8 million and $10.0$10.7 million of accrued interest and penalties as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively. Interest and penalties related to unrecognized tax benefits are recorded in the provision for income taxes and were $2.3$1.1 million, $3.9$1.3 million and $2.2$2.3 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate is approximately $76.0$32.6 million.


As of December 31, 2017,2019, it is reasonably possible that $3.3$2.8 million of unrecognized tax benefits may be recognized bywithin the end of 2018 as a result ofnext 12 months due to the expiration of local statutes of limitations. Certain U.S. state and foreign income tax returns from 2011 through 20162017 are currently under audit. The Company has reserved for those positions that are not more-likely-than-not to be sustained.

The Company is also involved in litigation related to certain adverse audit includingdeterminations. In the Commonwealthsecond quarter of Massachusetts.2018, the Company filed an appeal with the Massachusetts Appellate Tax Board contesting the adverse audit findings related to certain tax benefits and exemptions. The appeal hearing was held in late 2019 and the Company awaits the judge's determination. The Company has determined that it is more-likely-than-not that it will prevail, and no reserve has been



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recorded related to these controversies. However, over the next 12 months, the Company's current assumptions and positions could change based on audit determinations and other events impacting its analysis. Such events, if resolved unfavorably, could significantly impact the Company’s effective income tax rate and results of operations. The Company has estimated that an adverse ruling related to its Massachusetts controversy could result in an gross income tax charge of approximately $35.0 million, which could be partially offset by certain state tax credits of $25.0 million which are not currently benefited as a result of the Company's valuation allowance assessment.

18.20. Net Income per Share


Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options, RSUs, DSUs, convertible senior notes and warrants issued by the Company. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method.



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The following table sets forth the components used in the computation of basic and diluted net income per share for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands, except per share data):
 
 2019
2018
2017
Numerator:     
Net income$478,035
 $298,373
 $222,766
Denominator:     
Shares used for basic net income per share162,706
 167,312
 171,559
Effect of dilutive securities:
 
 
Stock options68
 132
 260
RSUs and DSUs1,799
 1,744
 892
Convertible senior notes
 
 
Warrants related to issuance of convertible senior notes
 
 
Shares used for diluted net income per share164,573
 169,188
 172,711
Basic net income per share$2.94
 $1.78
 $1.30
Diluted net income per share$2.90
 $1.76
 $1.29

 2017
2016
2015
Numerator:     
Net income$218,321
 $316,132
 $321,406
Denominator:     
Shares used for basic net income per share171,559
 174,917
 178,391
Effect of dilutive securities:
 
 
Stock options260
 384
 794
RSUs and DSUs892
 914
 1,230
Convertible senior notes
 
 
Warrants related to issuance of convertible senior notes
 
 
Shares used for diluted net income per share172,711
 176,215
 180,415
Basic net income per share$1.27
 $1.81
 $1.80
Diluted net income per share$1.26
 $1.79
 $1.78


For the years ended December 31, 2017, 20162019, 2018 and 20152017, certain potential outstanding shares from stock options, service-based RSUs, convertible notes and warrants were excluded from the computation of diluted net income per share because the effect of including these items was anti-dilutive. Additionally, certain performance-based RSUs were excluded from the computation of diluted net income per share because the underlying performance conditions for such RSUs had not been met as of these dates. The number of potentially outstanding shares excluded from the computation of diluted net income per share for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):


 2019 2018 2017
Stock options
 
 9
Service-based RSUs763
 899
 3,258
Market-and performance-based RSUs1,349
 1,509
 1,054
Convertible senior notes21,991
 19,797
 7,704
Warrants related to issuance of convertible senior notes21,991
 19,797
 7,704
Total shares excluded from computation46,094
 42,002
 19,729

 2017 2016 2015
Stock options9
 58
 22
Service-based RSUs3,258
 2,262
 660
Performance-based RSUs1,054
 690
 1,007
Convertible senior notes7,704
 7,704
 7,704
Warrants related to issuance of convertible senior notes7,704
 7,704
 7,704
Total shares excluded from computation19,729
 18,418
 17,097


19.21. Akamai Foundation Endowment

During the second quarter of 2018, the Company contributed $50.0 million to the Akamai Foundation, a non-profit organization founded by certain current and former employees of the Company in 2000 (the "Foundation"). The Company has


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the right to appoint the directors of the Foundation but receives no economic benefit from the Foundation's initiatives. The contribution is intended to be a one-time endowment. The associated expense is included in general and administrative expenses in the consolidated statements of income for the year ended December 31, 2018. The Foundation is a private corporate foundation with a mission of supporting youth education, with a focus on mathematics, as well as other charitable causes.

22. Segment and Geographic Information


The Company’s chief operating decision-maker is the chief executive officer and the executive management team. As of December 31, 20172019, the Company operated in one1 industry segment: providing cloud services for securing, delivering optimizing and securingoptimizing content and business applications over the Internet. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its services. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.


The Company deploys its servers into networks worldwide. As of December 31, 2017,2019, the Company had approximately $311.7$482.7 million and $249.8$303.7 million of net property and equipment, excluding internal-use software, located in the U.S. and foreign locations, respectively. As of December 31, 2016,2018, the Company had approximately $297.8$331.5 million and $231.8$235.7 million of net property and equipment, excluding internal-use software, located in the U.S. and foreign locations, respectively.


The Company sells its services and licenses through a sales force located both domestically and abroad. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated and was $855.0$1,199.4 million, $720.0$1,031.2 million and $593.0$855.0 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period.



23. Quarterly Financial Results (unaudited)


(in thousands, except per share data)First Quarter Second Quarter Third Quarter Fourth Quarter
Year ended December 31, 2019:       
Revenue$706,508
 $705,074
 $709,912
 $772,123
Cost of revenue (exclusive of amortization of acquired intangible assets)240,743
 242,193
 246,938
 257,750
Net income107,130
 113,915
 137,890
 119,100
Basic net income per share0.66
 0.70
 0.85
 0.74
Diluted net income per share0.65
 0.69
 0.84
 0.73
Year ended December 31, 2018:       
Revenue$688,724
 $662,759
 $669,628
 $713,363
Cost of revenue (exclusive of amortization of acquired intangible assets)234,825
 235,487
 239,246
 243,927
Net income53,714
 43,061
 107,583
 94,015
Basic net income per share0.32
 0.25
 0.65
 0.58
Diluted net income per share0.31
 0.25
 0.64
 0.57

82


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20. Quarterly Financial Results (unaudited)

(in thousands, except per share data)First Quarter Second Quarter Third Quarter Fourth Quarter
Year ended December 31, 2017:       
Revenue$609,237
 $608,908
 $621,399
 $663,452
Cost of revenue (exclusive of amortization of acquired intangible assets)205,703
 214,650
 225,468
 229,937
Net income80,930
 57,772
 60,512
 19,107
Basic net income per share0.47
 0.33
 0.35
 0.11
Diluted net income per share0.46
 0.33
 0.35
 0.11
Year ended December 31, 2016:       
Revenue$567,725
 $572,135
 $584,065
 $616,124
Cost of revenue (exclusive of amortization of acquired intangible assets)194,736
 206,323
 204,467
 203,475
Net income74,858
 73,635
 76,000
 91,639
Basic net income per share0.42
 0.42
 0.44
 0.53
Diluted net income per share0.42
 0.42
 0.43
 0.52



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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


None.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2017.2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15
(e)15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2017,2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.


Management’s Annual Report on Internal Control over Financial Reporting


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:


pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
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
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.


To assist management, we have established an internal audit function to verify and monitor our internal controls and procedures. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements. 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.


Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20172019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework 2013.


Based on our assessment, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 20172019, our internal control over financial reporting was effective based on those criteria at the reasonable assurance level.


The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this annual report on Form 10-K.






8487


Table of Contents


Changes in Internal Control over Financial Reporting


No change in our internal control over financial reporting occurred during the fourth quarter ended December 31, 20172019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information


None.


PART III


Item 10. Directors, Executive Officers and Corporate Governance


The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 20182020 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” and “Corporate Governance Matters”Highlights” and is incorporated by reference herein.


Our executive officers and directors and their positions as of March 1, 2018,February 28, 2020, are as follows:


Name Position
F. Thomson Leighton Chief Executive Officer and Director (Principal Executive Officer)
James BensonEdward McGowan Chief Financial Officer (Principal Financial and Accounting Officer)
Aaron Ahola SeniorExecutive Vice President and General Counsel
Robert Blumofe Executive Vice President – Platform and GM Enterprise Division
James GemmellExecutive Vice President and Chief Human Resources Officer
Adam Karon Executive Vice President and GM Media and Carrier Divisions
Rick McConnell President and GM Web Division
William WheatonAnthony Williams Executive Vice President and Chief StrategyHuman Resources Officer
George H. ConradesDirector
Pamela J. CraigDirector
Monte E. Ford Director
Jill A. Greenthal Director
Daniel R. Hesse Director
Peter T. KillaleaDirector
Jonathan F. Miller Director
Paul SaganMadhu Ranganathan Director
Frederic V. Salerno Director
Naomi O. SeligmanDirector
Bernardus Verwaayen Director
William R. WagnerDirector


We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial and accounting officer or persons serving similar functions and all of our other employees and members of our Board of Directors. The text of our amended code of ethics is available on our website at www.akamai.com. If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal financial and accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.


Item 11. Executive Compensation


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182020 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Corporate Governance Matters,Highlights,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”






8588


Table of Contents


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182020 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182020 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions,” “Corporate Governance Matters”Highlights” and “Compensation Committee Interlocks and Insider Participation.”


Item 14. Principal Accounting Fees and Services


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182020 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”
 
PART IV


Item 15. Exhibits, Financial Statement Schedules


(a)Documents Filed as Part of this Annual Report on Form 10-K


1.Financial Statements (included in Item 8 of this Annual Report on Form 10-K):


Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements


2.Financial Statement Schedules


Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.


(b)Exhibits


EXHIBIT INDEX
 
3.1(A)
  
3.2(B)3.2
  
4.1(C)4.1(B)
  
4.2(D)4.2(C)
4.3(D)
4.4
  
10.1(E)
10.2@
10.3(F)@
10.4(G)@
  
10.5(H)10.2(F)@
10.6(I)@
  




8689




10.7(J)10.3(G)@
  
10.8(K)10.4(H)@
10.5(I)
10.6(J)
10.7(K)@
10.8(L)@
  
10.9(L)@
  
10.10(M)10.10(L)
  
10.11(N)10.11(M)@
  
10.12(O)10.12(N)@
  
10.13(P)10.13 (O)@
  
10.14(P)10.14@
  
10.15(Q)10.15@
  
10.16(Q)10.16(P)@
  
10.17(Q)@
10.18(R)@
10.19(S)@
10.20(T)@
10.21(Q)@
10.22(U)@
10.23(P)@
10.24(V)
  
10.18(Q)10.25(V)
  
10.1910.26(W)
  
10.20(R)10.27(X)
10.21(S)@
10.22(T)@
10.23(U)@
10.24(V)@
10.25(T)@
10.26(W)@
10.27(X)@
  
10.28(Y)@
  
10.29(Y)@10.29(C)
10.30(Y)@
10.31(Y)
10.32(Z)@
10.33(D)
  
10.34(D)10.30(C)
  
10.35(AA)@10.31(D)
10.32(D)
  
21.1
  
23.1
  


90



31.1
  
31.2
  
32.1
  


87


32.2
  
101.INSInline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
  
101.SCHInline XBRL Taxonomy Extension Schema DocumentDocument*
  
101.CALInline XBRL Taxonomy Calculation Linkbase DocumentDocument*
  
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentDocument*
  
101.LABInline XBRL Taxonomy Label Linkbase DocumentDocument*
  
101.PREInline XBRL Taxonomy Presentation Linkbase DocumentDocument*
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101,.INS)
________________
(A)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 701319) filed with the Commission on August 14, 2000.
(B)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 141172551)18884226) filed with the Commission on October 24, 2014.June 6, 2018.
(C)(B)Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended, filed with the Commission on October 13, 1999.
(D)(C)Incorporated by reference to the Registrant'sRegistrant’s Current Report on Form 8-K (File No. 000-27275, 14629736)18852548) filed with the Commission on February 20, 2014.May 22, 2018.
(D)Incorporated by reference to the Registration's Current Report on Form 8-K (File No. 000-27275, 191033874) filed with the Commission on August 16, 2019.
(E)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 4660513) filed with the Commission on March 3, 2014.
(F)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 04961682) filed with the Commission on August 9, 2004.
(G)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 06691330) filed with the Commission on March 16, 2006.
(H)(F)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 08823347) filed with the Commission on May 12, 2008.
(I)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 02560808) filed with the Commission on February 27, 2002.
(J)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 06870771) filed with the Commission on May 26, 2006.
(K)(G)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 11865051) filed with the Commission on May 23, 2011.
(L)(H)Incorporated by reference to the Registrant’sRegistrant's Current Report on Form 8-K (File No. 000-27275, 17861604)19835721) filed with the Commission on May 22, 2017.17, 2019.
(M)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 18, 2008.
(N)(I)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on February 29, 2012.
(O)(J)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 14, 2012.
(P)(K)Incorporated by reference to the Registrant’s AnnualQuarterly Report on Form 10-K10-Q (File No. 000-27275, 08655930)19810440) filed with the Commission on May 9, 2019.
(L)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 131025074) filed with the Commission on August 9, 2013.
(M)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 15585212) filed with the Commission on February 29, 2008.6, 2015.
(N)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 191009630) filed with the Commission on August 8, 2019.
(O)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 19810440) filed with the Commission on May 9, 2019.
(P)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 191132693) filed with the Commission on October 2, 2019.
(Q)Incorporated by reference to the Registrant'sRegistrant’s Current Report on Form 10-K8-K (File No. 000-27275, 161988699)151238671) filed with the Commission on November 10, 2016.17, 2015.
(R)Incorporated by reference to the Registrant's Registration StatementAnnual Report on Form S-1form 10-K (File No. 000-27275, 17647667) filed with the Commission on September 27, 1999.February 28, 2017.


91



(S)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015.
(S)(T)Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 13657899) filed with the Commission on March 1, 2013.
(T)(U)Incorporated by reference to the Registrant’sRegistrant's Current Report on Form 8-K (File No. 000-27275, 151238671)19638297) filed with the Commission on November 17, 2015.
(U)Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 161466754) filed with theSecurities and Exchange Commission on February 29, 2016.27, 2019.
(V)Incorporated by reference to the Registrant’sRegistrant's Current Report on Form 8-K (File No. 000-27275, 12974652)161988699) filed with the Commission on July 23, 2012.November 10, 2016.
(W)Incorporated by reference to the Registrant's Annual Report on formForm 10-K (File No. 000-27275, 17647667)18654889) filed with the Commission on February 28, 2017.March 1, 2018.


88


(X)Incorporated by reference to the Registrant's Registration Statement on Form S-1 filed with the Commission on September 27, 1999.
(Y)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 09851919)18837347) filed with the Commission on May 26, 2009.
(Y)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 131025074) filed with the Commission on August 9, 2013.
(Z)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 15585212) filed with the Commission on February 6, 2015.
(AA)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015.15, 2018.
_______________
@ Management contract or compensatory plan or arrangement filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of this Annual Report.
† Confidential Treatment has been granted as to certain portions of this Exhibit. Such portions have been omitted and filed separately with the Securities and Exchange Commission.
* Submitted electronically herewith.

 
(c)Not applicable.


Item 16. Form 10-K Summary


None.






8992




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
March 1, 2018February 28, 2020AKAMAI TECHNOLOGIES, INC.
   
 By:
/s/    JAMES BENSONEDWARD MCGOWAN
  
James BensonEdward McGowan
Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature Title Date
     
/s/    F. THOMSON LEIGHTON Chief Executive Officer and Director (Principal Executive Officer) March 1, 2018February 28, 2020
        F. Thomson Leighton 
     
/s/    JAMES BENSONEDWARD MCGOWAN Chief Financial Officer (Principal Financial and Accounting Officer) March 1, 2018February 28, 2020
     James Benson
/s/    GEORGE H. CONRADES  DirectorMarch 1, 2018
      George H. Conrades
/s/    PAMELA J. CRAIGDirectorMarch 1, 2018
Pamela J. CraigEdward McGowan 
     
/s/    MONTE E. FORD Director March 1, 2018February 28, 2020
        Monte E. Ford 
     
/s/    JILL A. GREENTHAL Director March 1, 2018February 28, 2020
 Jill A. Greenthal  
     
/s/    DANIEL R. HESSE Director March 1, 2018February 28, 2020
 Daniel R. Hesse  
     
/s/    PETER T. KILLALEADirectorFebruary 28, 2020
      Peter T. Killalea
/s/    JONATHAN FF. MILLER  Director March 1, 2018February 28, 2020
      Jonathan F. Miller 
     
/s/ PAUL SAGANMADHU RANGANATHAN Director March 1, 2018February 28, 2020
        Paul SaganMadhu Ranganathan 
     
/s/    FREDERIC V. SALERNO Director March 1, 2018February 28, 2020
        Frederic V. Salerno
/s/    NAOMI O. SELIGMANDirectorMarch 1, 2018
        Naomi O. Seligman 
     
/s/ BERNARDUS VERWAAYEN Director March 1, 2018February 28, 2020
Bernardus Verwaayen  
/s/ WILLIAM R. WAGNERDirectorFebruary 28, 2020
William R. Wagner





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