UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________ 
FORM 10-Q
 ______________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2020March 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to    
            

Commission file number 0-27275000-27275
______________________________________________ 
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.)
145 Broadway
Cambridge, MA 02142
(617) 444-3000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
______________________________________________ 
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 - par value $0.01 per shareAKAMNasdaq Global Select Market

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 (the “Exchange Act”) 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  
x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  x    No  ¨

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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No  x
The number of shares outstanding of the registrant’s common stock as of November 3, 2020: 162,793,988May 4, 2021: 162,991,685
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AKAMAI TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020MARCH 31, 2021

TABLE OF CONTENTS
 
  Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) (unaudited)(in thousands, except share data) (unaudited)September 30,
2020
December 31,
2019
(in thousands, except share data) (unaudited)March 31,
2021
December 31,
2020
ASSETSASSETSASSETS
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$742,521 $393,745 Cash and cash equivalents$456,799 $352,917 
Marketable securitiesMarketable securities701,515 1,143,249 Marketable securities831,260 745,156 
Accounts receivable, net of reserves of $3,696 and $1,880 at September 30, 2020, and December 31, 2019, respectively630,406 551,943 
Accounts receivable, net of reserves of $1,654 and $1,822 at March 31, 2021, and December 31, 2020, respectivelyAccounts receivable, net of reserves of $1,654 and $1,822 at March 31, 2021, and December 31, 2020, respectively666,536 660,052 
Prepaid expenses and other current assetsPrepaid expenses and other current assets168,779 142,676 Prepaid expenses and other current assets206,807 171,406 
Total current assetsTotal current assets2,243,221 2,231,613 Total current assets2,161,402 1,929,531 
Marketable securitiesMarketable securities1,110,058 835,384 Marketable securities1,165,573 1,398,802 
Property and equipment, netProperty and equipment, net1,383,480 1,152,153 Property and equipment, net1,511,393 1,478,272 
Operating lease right-of-use assetsOperating lease right-of-use assets745,089 758,450 Operating lease right-of-use assets825,944 793,945 
Acquired intangible assets, netAcquired intangible assets, net184,478 179,431 Acquired intangible assets, net227,436 234,724 
GoodwillGoodwill1,598,919 1,600,265 Goodwill1,682,093 1,674,371 
Deferred income tax assetsDeferred income tax assets97,801 76,528 Deferred income tax assets103,433 106,918 
Other assetsOther assets151,347 173,062 Other assets140,646 147,567 
Total assetsTotal assets$7,514,393 $7,006,886 Total assets$7,817,920 $7,764,130 

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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS, continued

(in thousands, except share data) (unaudited)(in thousands, except share data) (unaudited)September 30,
2020
December 31,
2019
(in thousands, except share data) (unaudited)March 31,
2021
December 31,
2020
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$114,850 $138,946 Accounts payable$119,462 $118,546 
Accrued expensesAccrued expenses369,815 334,861 Accrued expenses309,894 380,468 
Deferred revenueDeferred revenue88,942 71,223 Deferred revenue102,525 76,600 
Operating lease liabilitiesOperating lease liabilities136,292 139,463 Operating lease liabilities156,656 154,801 
Other current liabilitiesOther current liabilities7,225 8,843 Other current liabilities26,594 27,755 
Total current liabilitiesTotal current liabilities717,124 693,336 Total current liabilities715,131 758,170 
Deferred revenueDeferred revenue3,954 4,368 Deferred revenue4,076 5,262 
Deferred income tax liabilitiesDeferred income tax liabilities31,946 29,187 Deferred income tax liabilities35,115 37,458 
Convertible senior notesConvertible senior notes1,889,743 1,839,791 Convertible senior notes1,923,829 1,906,707 
Operating lease liabilitiesOperating lease liabilities682,623 692,181 Operating lease liabilities733,544 715,404 
Other liabilitiesOther liabilities81,386 90,065 Other liabilities84,862 89,833 
Total liabilitiesTotal liabilities3,406,776 3,348,928 Total liabilities3,496,557 3,512,834 
Commitments and contingenciesCommitments and contingenciesCommitments and contingencies00
Stockholders’ equity:Stockholders’ equity:Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; 0 shares issued or outstandingPreferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; 0 shares issued or outstandingPreferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; 0 shares issued or outstanding
Common stock, $0.01 par value; 700,000,000 shares authorized; 164,062,652 shares issued and 162,799,784 shares outstanding at September 30, 2020, and 162,000,843 shares issued and outstanding at December 31, 20191,641 1,620 
Common stock, $0.01 par value; 700,000,000 shares authorized; 163,837,904 shares issued and 163,245,941 shares outstanding at March 31, 2021, and 162,709,720 shares issued and outstanding at December 31, 2020Common stock, $0.01 par value; 700,000,000 shares authorized; 163,837,904 shares issued and 163,245,941 shares outstanding at March 31, 2021, and 162,709,720 shares issued and outstanding at December 31, 20201,638 1,627 
Additional paid-in capitalAdditional paid-in capital3,781,228 3,653,486 Additional paid-in capital3,664,568 3,664,820 
Accumulated other comprehensive lossAccumulated other comprehensive loss(45,854)(45,144)Accumulated other comprehensive loss(47,347)(20,201)
Treasury stock, at cost, 1,262,868 shares at September 30, 2020, and 0 shares at December 31, 2019(121,078)
Treasury stock, at cost, 591,963 shares at March 31, 2021, and 0 shares at December 31, 2020Treasury stock, at cost, 591,963 shares at March 31, 2021, and 0 shares at December 31, 2020(58,241)
Retained earningsRetained earnings491,680 47,996 Retained earnings760,745 605,050 
Total stockholders’ equityTotal stockholders’ equity4,107,617 3,657,958 Total stockholders’ equity4,321,363 4,251,296 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$7,514,393 $7,006,886 Total liabilities and stockholders’ equity$7,817,920 $7,764,130 

The accompanying notes are an integral part of the consolidated financial statements.
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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
    
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands, except per share data) (unaudited)(in thousands, except per share data) (unaudited)2020201920202019(in thousands, except per share data) (unaudited)20212020
RevenueRevenue$792,845 $709,912 $2,351,862 $2,121,494 Revenue$842,708 $764,302 
Costs and operating expenses:Costs and operating expenses:Costs and operating expenses:
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)Cost of revenue (exclusive of amortization of acquired intangible assets shown below)283,439 246,938 828,825 729,874 Cost of revenue (exclusive of amortization of acquired intangible assets shown below)306,687 268,582 
Research and developmentResearch and development66,773 64,887 202,087 192,467 Research and development82,045 71,224 
Sales and marketingSales and marketing122,749 122,258 370,004 383,640 Sales and marketing116,354 123,786 
General and administrativeGeneral and administrative128,365 123,216 385,435 366,167 General and administrative136,715 127,361 
Amortization of acquired intangible assetsAmortization of acquired intangible assets10,340 9,624 31,155 28,871 Amortization of acquired intangible assets11,427 10,434 
Restructuring charge (benefit)21 (300)10,439 6,879 
Restructuring chargeRestructuring charge7,116 10,585 
Total costs and operating expensesTotal costs and operating expenses611,687 566,623 1,827,945 1,707,898 Total costs and operating expenses660,344 611,972 
Income from operationsIncome from operations181,158 143,289 523,917 413,596 Income from operations182,364 152,330 
Interest incomeInterest income6,307 7,908 22,852 22,953 Interest income4,578 7,043 
Interest expenseInterest expense(17,324)(12,127)(51,778)(32,689)Interest expense(17,834)(17,205)
Other expense, netOther expense, net(2,158)(752)(7,869)(819)Other expense, net(817)(4,108)
Income before provision for income taxesIncome before provision for income taxes167,983 138,318 487,122 403,041 Income before provision for income taxes168,291 138,060 
(Provision) benefit for income taxes(8,801)960 (41,764)(42,718)
Provision for income taxesProvision for income taxes(11,898)(14,292)
Loss from equity method investmentLoss from equity method investment(559)(1,388)(1,674)(1,388)Loss from equity method investment(698)(622)
Net incomeNet income$158,623 $137,890 $443,684 $358,935 Net income$155,695 $123,146 
Net income per share:Net income per share:Net income per share:
BasicBasic$0.97 $0.85 $2.73 $2.20 Basic$0.95 $0.76 
DilutedDiluted$0.95 $0.84 $2.69 $2.18 Diluted$0.94 $0.75 
Shares used in per share calculations:Shares used in per share calculations:Shares used in per share calculations:
BasicBasic162,757 162,445 162,387 163,029 Basic163,061 161,992 
DilutedDiluted166,519 164,558 164,990 164,788 Diluted165,688 163,684 

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 Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands) (unaudited)(in thousands) (unaudited)2020201920202019(in thousands) (unaudited)20212020
Net incomeNet income$158,623 $137,890 $443,684 $358,935 Net income$155,695 $123,146 
Other comprehensive income (loss):
Other comprehensive loss:Other comprehensive loss:
Foreign currency translation adjustmentsForeign currency translation adjustments13,177 (14,095)(7,292)(10,744)Foreign currency translation adjustments(24,265)(26,277)
Change in unrealized (loss) gain on investments, net of income tax benefit (provision) of $559, $(52), $(3,120) and $(1,153) for the three and nine months ended September 30, 2020 and 2019, respectively(1,724)155 6,582 3,232 
Other comprehensive income (loss)11,453 (13,940)(710)(7,512)
Change in unrealized loss on investments, net of income tax benefit of $937 and $1,465 for the three months ended March 31, 2021 and 2020, respectivelyChange in unrealized loss on investments, net of income tax benefit of $937 and $1,465 for the three months ended March 31, 2021 and 2020, respectively(2,881)(7,574)
Other comprehensive lossOther comprehensive loss(27,146)(33,851)
Comprehensive incomeComprehensive income$170,076 $123,950 $442,974 $351,423 Comprehensive income$128,549 $89,295 

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

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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands) (unaudited)(in thousands) (unaudited)20202019(in thousands) (unaudited)20212020
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet income$443,684 $358,935 Net income$155,695 $123,146 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization350,681 324,874 Depreciation and amortization131,471 116,208 
Stock-based compensationStock-based compensation146,901 140,262 Stock-based compensation54,305 47,493 
(Benefit) provision for deferred income taxes(22,548)24,581 
Provision (benefit) for deferred income taxesProvision (benefit) for deferred income taxes1,764 (2,888)
Amortization of debt discount and issuance costsAmortization of debt discount and issuance costs47,057 30,761 Amortization of debt discount and issuance costs16,257 15,633 
Other non-cash reconciling items, netOther non-cash reconciling items, net16,284 3,778 Other non-cash reconciling items, net1,226 12,052 
Changes in operating assets and liabilities, net of effects of acquisitions:Changes in operating assets and liabilities, net of effects of acquisitions:Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivableAccounts receivable(85,439)(38,144)Accounts receivable(15,580)(73,913)
Prepaid expenses and other current assetsPrepaid expenses and other current assets(21,380)(11,663)Prepaid expenses and other current assets(35,388)(10,434)
Accounts payable and accrued expensesAccounts payable and accrued expenses49,818 (29,441)Accounts payable and accrued expenses(72,986)(27,458)
Deferred revenueDeferred revenue14,803 16,714 Deferred revenue25,439 26,989 
Other current liabilitiesOther current liabilities(1,638)(21,850)Other current liabilities(716)928 
Other non-current assets and liabilitiesOther non-current assets and liabilities(14,316)(22,643)Other non-current assets and liabilities(11,694)(4,513)
Net cash provided by operating activitiesNet cash provided by operating activities923,907 776,164 Net cash provided by operating activities249,793 223,243 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Cash received (paid) for business acquisitions, net of cash acquired106 (121,409)
Cash (paid) received for business acquisitions, net of cash acquiredCash (paid) received for business acquisitions, net of cash acquired(15,638)106 
Cash paid for asset acquisitionCash paid for asset acquisition(36,376)Cash paid for asset acquisition(36,376)
Cash paid for equity method investment(36,008)
Purchases of property and equipmentPurchases of property and equipment(395,793)(268,766)Purchases of property and equipment(87,222)(141,095)
Capitalization of internal-use software development costsCapitalization of internal-use software development costs(168,634)(159,645)Capitalization of internal-use software development costs(77,497)(74,334)
Purchases of short- and long-term marketable securitiesPurchases of short- and long-term marketable securities(1,153,526)(1,373,563)Purchases of short- and long-term marketable securities(90,279)(389,779)
Proceeds from sales of short- and long-term marketable securitiesProceeds from sales of short- and long-term marketable securities29,809 547 Proceeds from sales of short- and long-term marketable securities7,154 1,179 
Proceeds from maturities of short- and long-term marketable securitiesProceeds from maturities of short- and long-term marketable securities1,301,354 878,779 Proceeds from maturities of short- and long-term marketable securities226,995 529,637 
Other non-current assets and liabilitiesOther non-current assets and liabilities(1,980)1,895 Other non-current assets and liabilities179 (76)
Net cash used in investing activitiesNet cash used in investing activities(425,040)(1,078,170)Net cash used in investing activities(36,308)(110,738)
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Proceeds from the issuance of convertible senior notes1,135,629 
Proceeds from the issuance of warrants185,150 
Purchase of note hedge related to convertible senior notes(312,225)
Repayment of convertible senior notes(690,000)
Proceeds related to the issuance of common stock under stock plansProceeds related to the issuance of common stock under stock plans45,812 43,204 Proceeds related to the issuance of common stock under stock plans21,410 19,546 
Employee taxes paid related to net share settlement of stock-based awardsEmployee taxes paid related to net share settlement of stock-based awards(77,299)(61,116)Employee taxes paid related to net share settlement of stock-based awards(63,946)(50,835)
Repurchases of common stockRepurchases of common stock(121,078)(291,788)Repurchases of common stock(58,241)(80,550)
Other non-current assets and liabilities(1,558)
Net cash (used in) provided by financing activities(152,565)7,296 
Net cash used in financing activitiesNet cash used in financing activities(100,777)(111,839)
Effects of exchange rate changes on cash, cash equivalents and restricted cashEffects of exchange rate changes on cash, cash equivalents and restricted cash3,535 (2,650)Effects of exchange rate changes on cash, cash equivalents and restricted cash(7,151)(8,983)
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash349,837 (297,360)Net increase (decrease) in cash, cash equivalents and restricted cash105,557 (8,317)
Cash, cash equivalents and restricted cash at beginning of periodCash, cash equivalents and restricted cash at beginning of period394,146 1,036,987 Cash, cash equivalents and restricted cash at beginning of period353,466 394,146 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$743,983 $739,627 Cash, cash equivalents and restricted cash at end of period$459,023 $385,829 

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

For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands) (unaudited)(in thousands) (unaudited)20202019(in thousands) (unaudited)20212020
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds received of $16,674 and $2,746 for the nine months ended September 30, 2020 and 2019, respectively$31,634 $65,896 
Cash paid for income taxes, net of refunds received of $1,846 and $1,204 for the three months ended March 31, 2021 and 2020, respectivelyCash paid for income taxes, net of refunds received of $1,846 and $1,204 for the three months ended March 31, 2021 and 2020, respectively$17,736 $21,440 
Cash paid for interest expenseCash paid for interest expense5,235719Cash paid for interest expense2,156 2,360 
Cash paid for operating lease liabilitiesCash paid for operating lease liabilities144,322107,478Cash paid for operating lease liabilities63,673 47,066 
Non-cash activities:Non-cash activities:Non-cash activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilitiesOperating lease right-of-use assets obtained in exchange for operating lease liabilities128,17787,207Operating lease right-of-use assets obtained in exchange for operating lease liabilities82,125 31,050 
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expensesPurchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses48,35764,982Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses60,193 22,874 
Capitalization of stock-based compensationCapitalization of stock-based compensation28,48727,352Capitalization of stock-based compensation9,459 8,722 
Reconciliation of cash, cash equivalents and restricted cash:Reconciliation of cash, cash equivalents and restricted cash:Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalentsCash and cash equivalents$742,521 $738,462 Cash and cash equivalents$456,799 $384,103 
Restricted cashRestricted cash1,462 1,165 Restricted cash2,224 1,726 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash$743,983 $739,627 Cash, cash equivalents and restricted cash$459,023 $385,829 

The accompanying notes are an integral part of the consolidated financial statements.
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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Three Months Ended September 30, 2020Three Months Ended March 31, 2021
(in thousands, except share data) (unaudited)(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmountSharesAmount
Balance at July 1, 2020162,630,477 $1,638 $3,734,787 $(57,307)$(107,880)$333,057 $3,904,295 
Balance at January 1, 2021Balance at January 1, 2021162,709,720 $1,627 $3,664,820 $(20,201)$$605,050 $4,251,296 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxesIssuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes289,304 (13,390)(13,387)Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes1,128,184 11 (64,017)(64,006)
Stock-based compensationStock-based compensation59,831 59,831 Stock-based compensation63,765 63,765 
Repurchases of common stockRepurchases of common stock(119,997)(13,198)(13,198)Repurchases of common stock(591,963)(58,241)(58,241)
Net incomeNet income158,623 158,623 Net income155,695 155,695 
Foreign currency translation adjustmentForeign currency translation adjustment13,177 13,177 Foreign currency translation adjustment(24,265)(24,265)
Change in unrealized loss on investments, net of taxChange in unrealized loss on investments, net of tax(1,724)(1,724)Change in unrealized loss on investments, net of tax(2,881)(2,881)
Balance at September 30, 2020162,799,784 $1,641 $3,781,228 $(45,854)$(121,078)$491,680 $4,107,617 
Balance at March 31, 2021Balance at March 31, 2021163,245,941 $1,638 $3,664,568 $(47,347)$(58,241)$760,745 $4,321,363 

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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Three Months Ended September 30, 2019
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockAccumulated
Deficit
Total Stockholders' Equity
SharesAmount
Balance at July 1, 2019163,359,091 $1,649 $3,760,840 $(42,484)$(116,247)$(208,994)$3,394,764 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes305,367 (10,727)(10,724)
Stock-based compensation55,406 55,406 
Equity component of convertible senior notes, net of deferred tax of $23,170 and issuance costs of $2,880240,820 240,820 
Issuance of warrants related to convertible senior notes185,150 185,150 
Purchase of note hedge related to convertible senior notes(312,225)(312,225)
Repurchases of common stock(2,004,956)(175,541)(175,541)
Net income137,890 137,890 
Foreign currency translation adjustment(14,095)(14,095)
Change in unrealized gain on investments, net of tax155 155 
Balance at September 30, 2019161,659,502 $1,652 $3,919,264 $(56,424)$(291,788)$(71,104)$3,501,600 

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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Nine Months Ended September 30, 2020
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance as of January 1, 2020162,000,843 $1,620 $3,653,486 $(45,144)$$47,996 $3,657,958 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes1,667,888 17 (76,696)(76,679)
Issuance of common stock under employee stock purchase plan393,921 29,166 29,170 
Stock-based compensation175,272 175,272 
Repurchases of common stock(1,262,868)(121,078)(121,078)
Net income443,684 443,684 
Foreign currency translation adjustment(7,292)(7,292)
Change in unrealized gain on investments, net of tax6,582 6,582 
Balance as of September 30, 2020162,799,784 $1,641 $3,781,228 $(45,854)$(121,078)$491,680 $4,107,617 


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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, continued

Nine Months Ended September 30, 2019
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockAccumulated DeficitTotal Stockholders' Equity
SharesAmount
Balance as of January 1, 2019162,904,550 $1,629 $3,670,033 $(48,912)$$(430,890)$3,191,860 
Cumulative-effect adjustment to accumulated deficit related to adoption of new accounting pronouncement851 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 taxes1,833,758 18 (59,653)(59,635)
Issuance of common stock under employee stock purchase plan473,462 27,664 27,669 
Stock-based compensation167,475 167,475 
Equity component of convertible senior notes, net of deferred tax of $23,170 and issuance costs of $2,880240,820 240,820 
Issuance of warrants related to convertible senior notes185,150 185,150 
Purchase of note hedge related to convertible senior notes(312,225)(312,225)
Repurchases of common stock(3,552,268)(291,788)(291,788)
Net income358,935 358,935 
Foreign currency translation adjustment(10,744)(10,744)
Change in unrealized gain on investments, net of tax3,232 3,232 
Balance as of September 30, 2019161,659,502 $1,652 $3,919,264 $(56,424)$(291,788)$(71,104)$3,501,600 

Three Months Ended March 31, 2020
(in thousands, except share data) (unaudited)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance as of January 1, 2020162,000,843 $1,620 $3,653,486 $(45,144)$$47,996 $3,657,958 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes1,047,040 11 (50,711)(50,700)
Stock-based compensation56,215 56,215 
Repurchases of common stock(871,294)(80,550)(80,550)
Net income0123,146 123,146 
Foreign currency translation adjustment(26,277)(26,277)
Change in unrealized loss on investments, net of tax(7,574)(7,574)
Balance as of March 31, 2020162,176,589 $1,631 $3,658,990 $(78,995)$(80,550)$171,142 $3,672,218 

The accompanying notes are an integral part of the consolidated financial statements.
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AKAMAI TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Basis of Presentation

Akamai Technologies, Inc. (the “Company”) provides solutions for delivering, optimizingprotecting and securingdelivering content and business applications over the Internet.internet. Its globally-distributed platform comprises approximatelyis comprised of more than 325,000 servers across more thanin over 130 countries. The Company was incorporated in Delaware in 1998 and is headquartered in Cambridge, Massachusetts. The Company currently operates in 1 industry segment: providing cloud services for delivering, optimizing and securing content and business applications over the Internet.internet.

The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying financial statements.

Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed in, or omitted from, these interim financial statements. Accordingly, the unaudited consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2019,2020, filed with the Securities and Exchange Commission on February 28, 2020.26, 2021. The December 31, 2020 consolidated balance sheet included herein is derived from the Company's audited consolidated financial statements.

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

Newly-Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance that introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new "expected credit 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. The Company prospectively adopted this standard on January 1, 2020. Adoption of the standard did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued guidance that addresses a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The guidance aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance for capitalizing costs associated with developing or obtaining internal-use software. The Company prospectively adopted this standard on January 1, 2020. Adoption of the standard did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements

In August 2020, the FASBFinancial Accounting Standards Board issued guidance that is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This guidance will be effective for the Company on January 1, 2022. The Company is evaluating the potential impact of adopting this new accounting guidance on its consolidated financial statements.statements related to the accounting for convertible debt arrangements.

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2. Fair Value Measurements

The following is a summary of available-for-sale marketable securities held as of September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):

Gross UnrealizedClassification on Balance SheetGross UnrealizedClassification on Balance Sheet
Amortized CostGainsLossesAggregate
Fair Value
Short-Term
Marketable
Securities
Long-Term
Marketable
Securities
Amortized CostGainsLossesAggregate
Fair Value
Short-Term
Marketable
Securities
Long-Term
Marketable
Securities
As of September 30, 2020
As of March 31, 2021As of March 31, 2021
Commercial paperCommercial paper$11,954 $42 $$11,996 $11,996 $Commercial paper$51,962 $$(2)$51,968 $51,968 $
Corporate bondsCorporate bonds1,410,954 11,095 (274)1,421,775 636,405 785,370 Corporate bonds1,525,643 6,535 (953)1,531,225 677,111 854,114 
U.S. government agency obligationsU.S. government agency obligations359,014 529 (241)359,302 52,637 306,665 U.S. government agency obligations392,396 185 (106)392,475 101,745 290,730 
$1,781,922 $11,666 $(515)$1,793,073 $701,038 $1,092,035 $1,970,001 $6,728 $(1,061)$1,975,668 $830,824 $1,144,844 
As of December 31, 2019
Certificates of deposit$150,000 $$$150,000 $150,000 $
As of December 31, 2020As of December 31, 2020
Commercial paperCommercial paper73,829 23 (7)73,845 73,845 Commercial paper$46,931 $13 $(8)$46,936 $46,936 $
Corporate bondsCorporate bonds1,368,668 1,840 (378)1,370,130 753,538 616,592 Corporate bonds1,628,462 9,482 (262)1,637,682 607,403 1,030,279 
Municipal securitiesMunicipal securities3,495 (6)3,489 3,489 
U.S. government agency obligationsU.S. government agency obligations369,475 80 (74)369,481 165,623 203,858 U.S. government agency obligations435,653 329 (63)435,919 89,951 345,968 
$1,961,972 $1,943 $(459)$1,963,456 $1,143,006 $820,450 $2,114,541 $9,824 $(339)$2,124,026 $744,290 $1,379,736 

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 loss to interest income in the consolidated statements of income. As of September 30, 2020,March 31, 2021, the Company did not hold for investment any corporate bonds that were classified as an available-for-sale marketable securities that had been in a continuous unrealized loss position for more than 12 months.
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The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets as of September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):

Total Fair ValueFair Value Measurements at
Reporting Date Using
Total Fair ValueFair Value Measurements at
Reporting Date Using
Level 1    Level 2     Total Fair ValueLevel 1Level 2
As of September 30, 2020
As of March 31, 2021As of March 31, 2021
Cash Equivalents and Marketable Securities:Cash Equivalents and Marketable Securities:
Money market fundsMoney market funds$375,752 $375,752 $Money market funds$92,107 $92,107 $
Commercial paperCommercial paper41,994 41,994 Commercial paper51,968 51,968 
Corporate bondsCorporate bonds1,421,775 1,421,775 Corporate bonds1,531,225 1,531,225 
U.S. government agency obligationsU.S. government agency obligations409,298 409,298 U.S. government agency obligations392,475 392,475 
Mutual fundsMutual funds18,500 18,500 Mutual funds21,165 21,165 
$2,267,319 $394,252 $1,873,067 $2,088,940 $113,272 $1,975,668 
As of December 31, 2019
As of December 31, 2020As of December 31, 2020
Cash Equivalents and Marketable Securities:Cash Equivalents and Marketable Securities:
Money market fundsMoney market funds$50,779 $50,779 $Money market funds$74,417 $74,417 $
Certificates of deposit150,000 150,000 
Commercial paperCommercial paper73,845 73,845 Commercial paper75,785 75,785 
Corporate bondsCorporate bonds1,370,130 1,370,130 Corporate bonds1,637,682 1,637,682 
Municipal securitiesMunicipal securities3,489 3,489 
U.S. government agency obligationsU.S. government agency obligations369,481 369,481 U.S. government agency obligations435,919 435,919 
Mutual fundsMutual funds15,177 15,177 Mutual funds19,932 19,932 
$2,029,412 $65,956 $1,963,456 $2,247,224 $94,349 $2,152,875 

As of September 30, 2020March 31, 2021 and December 31, 2019,2020, 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 September 30, 2020March 31, 2021 and December 31, 2019,2020, the Company grouped commercial paper, corporate bonds and U.S. government agency obligations, corporate bonds and municipal securities 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 quoted 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 between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the ninethree months ended September 30, 2020.March 31, 2021.

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 primarily use 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.

Contractual maturities of the Company’s available-for-sale marketable securities held as of September 30, 2020March 31, 2021 and December 31, 20192020 were as follows (in thousands):

September 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
Due in 1 year or lessDue in 1 year or less$701,038 $1,143,006 Due in 1 year or less$830,824 $744,290 
Due after 1 year through 3 years1,092,035 820,450 
Due after 1 year through 5 yearsDue after 1 year through 5 years1,144,844 1,379,736 
$1,793,073 $1,963,456 $1,975,668 $2,124,026 

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3. Accounts Receivable

Net accounts receivable consisted of the following as of September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):
 
September 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
Trade accounts receivableTrade accounts receivable$471,057 $396,204 Trade accounts receivable$480,924 $473,474 
Unbilled accounts receivableUnbilled accounts receivable163,045 157,619 Unbilled accounts receivable187,266 188,400 
Gross accounts receivableGross accounts receivable634,102 553,823 Gross accounts receivable668,190 661,874 
Allowances for current expected credit losses and other reservesAllowances for current expected credit losses and other reserves(3,696)(1,880)Allowances for current expected credit losses and other reserves(1,654)(1,822)
Accounts receivable, netAccounts receivable, net$630,406 $551,943 Accounts receivable, net$666,536 $660,052 

The following table summarizes the activity of the Company's allowance for current expected credit losses and other reserves during the ninethree months ended September 30,March 31, 2021 and 2020 (in thousands):

Balance as of January 1, 2020$1,880 
Charges to income from operations10,354 
Collections from customers previously reserved and other(8,538)
Balance as of September 30, 2020$3,696 
March 31,
2021
March 31,
2020
Beginning balance$1,822 $1,880 
Charges to income from operations923 1,752 
Collections from customers previously reserved and other(1,091)(451)
Ending balance$1,654 $3,181 

Charges to income from operations primarily represents charges to bad debt expense for increases in the allowance for current expected credit losses. The allowance for current expected credit losses has been developed using historical loss rates for the previous twelve months as well as expectations about the future where the Company has been able to develop forecasts to support its estimates.

4. 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 September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):

September 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
Deferred costs included in prepaid and other current assetsDeferred costs included in prepaid and other current assets$41,017 $45,009 Deferred costs included in prepaid and other current assets$45,273 $54,516 
Deferred costs included in other assetsDeferred costs included in other assets24,642 25,698 Deferred costs included in other assets27,513 23,200 
Total deferred costsTotal deferred costs$65,659 $70,707 Total deferred costs$72,786 $77,716 

During the three and nine months ended September 30,March 31, 2021 and 2020, the Company recognized $14.8$13.7 million and $45.0$14.1 million, respectively, of amortization expense related to deferred costs. During the three and nine months ended September 30, 2019,March 31, 2021 and 2020, the Company recognized $10.9capitalized incremental costs to obtain a contract of $9.9 million and $32.5$10.8 million, respectively, of amortization expense related to deferred costs.respectively. Amortization expense related to deferred costs is primarily included in sales and marketing expense in the consolidated statements of income.

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5. Goodwill and Acquired Intangible Assets and Goodwill

Acquired intangible assets that are subject to amortization consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands):

 March 31, 2021December 31, 2020
 Gross
Carrying
Amount
Accumulated AmortizationNet
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Completed technology$179,213 $(115,581)$63,632 $172,346 $(111,435)$60,911 
Customer-related intangible assets354,978 (193,476)161,502 358,032 (186,733)171,299 
Non-compete agreements351 (103)248 373 (77)296 
Trademarks and trade names7,638 (5,584)2,054 7,658 (5,440)2,218 
Acquired license rights490 (490)490 (490)
Total$542,670 $(315,234)$227,436 $538,899 $(304,175)$234,724 

Aggregate expense related to amortization of acquired intangible assets for the three months ended March 31, 2021 and 2020 was $11.4 million and $10.4 million, respectively. Based on the Company’s acquired intangible assets as of March 31, 2021, aggregate expense related to amortization of acquired intangible assets is expected to be $36.3 million for the remainder of 2021, and $44.3 million, $36.9 million, $29.2 million and $23.7 million for 2022, 2023, 2024 and 2025, respectively.

The change in the carrying amount of goodwill for the ninethree months ended September 30, 2020March 31, 2021 was as follows (in thousands):

Balance as of January 1, 20202021$1,600,2651,674,371 
Acquisition of Inverse, Inc.10,741 
Measurement period adjustments related to acquisitions completed in prior years2020(1,056)312 
Foreign currency translation(290)(3,331)
Balance as of September 30, 2020March 31, 2021$1,598,9191,682,093 

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

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Acquired intangible assets that are subject to amortization consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands):

 September 30, 2020December 31, 2019
 Gross
Carrying
Amount
Accumulated AmortizationNet
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Completed technology$154,343 $(106,730)$47,613 $153,722 $(94,088)$59,634 
Customer-related intangible assets315,087 (180,658)134,429 279,684 (163,155)116,529 
Non-compete agreements816 (721)95 830 (529)301 
Trademarks and trade names7,543 (5,202)2,341 7,600 (4,633)2,967 
Acquired license rights490 (490)490 (490)
Total$478,279 $(293,801)$184,478 $442,326 $(262,895)$179,431 

Aggregate expense related to amortization of acquired intangible assets for the three and nine months ended September 30, 2020 was $10.3 million and $31.2 million, respectively. Aggregate expense related to amortization of acquired intangible assets for the three and nine months ended September 30, 2019 was $9.6 million and $28.9 million, respectively. Based on the Company’s acquired intangible assets as of September 30, 2020, aggregate expense related to amortization of acquired intangible assets is expected to be $10.5 million for the remainder of 2020, and $43.0 million, $37.3 million, $28.9 million and $20.5 million for 2021, 2022, 2023 and 2024, respectively.

6. Acquisitions

AsavieInverse

In October 2020,February 2021, the Company acquired Asavie,Inverse, Inc. ("Inverse"), a privately-fundedMontreal-based company, headquartered in Dublin, Ireland, for approximately $155.1$17.1 million. Inverse provides a data repository and algorithms capable of identifying an expansive universe of the internet of things, mobile and other device types. The acquisition is intended to enhance the Company's enterprise security capabilities and expand its portfolio of zero trust and secure access service edge solutions for the internet of things. The Company allocated $10.7 million in cash ($128.0of the cost of the acquisition to goodwill and $7.6 million netto a technology-related identifiable intangible asset. The acquired goodwill and intangible assets are partially offset by acquired negative working capital balances. The value of cash acquired).the goodwill is primarily attributable to synergies related to the integration of Inverse technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of Inverse expected to be deductible for tax purposes is $10.7 million. The allocation of the purchase price has not been finalized as of the date of the filing of these financial statements. Asavie, whose global platform manages the security, performance and access policies for mobile and internet-connected devices, will become part of Akamai’s Security and Personalization Services product line sold to carrier partners that embed the solution within the technology bundle sold to their subscribers.

Instart

In February 2020, the Company acquired certain assets from Instart Logic, Inc. ("Instart"), a provider of cloud solutions for improving web and mobile application performance, for $36.4 million in cash. The purchase price was primarily allocated to a customer-related intangible asset that will be amortized over 17 years in a pattern that matches expense with expected economic benefits.

7. Debt

Convertible Notes Due 2027

In August 2019, the Company issued $1,150.0 million in par value of convertible senior notes due 2027 (the "2027 Notes"). The 2027 Notes are senior unsecured obligations of the Company, bear regular interest of 0.375%, payable semi-annuallysemi-
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annually in arrears on March 1 and September 1 of each year and mature on 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 May 1, 2027, only under the following circumstances:

during any calendar quarter commencing after the calendar quarter ended December 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;

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 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.

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 8.6073 shares of the Company's common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $116.18 per share, subject to adjustments in certain events, and represents a potential conversion into 9.9 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 remeasured as long as it continues to meet the conditions for equity classification.

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 consisted of the following components as of September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):

September 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
Liability component:Liability component:Liability component:
PrincipalPrincipal$1,150,000 $1,150,000 Principal$1,150,000 $1,150,000 
Less: debt discount and issuance costs, net of amortizationLess: debt discount and issuance costs, net of amortization(203,072)(222,928)Less: debt discount and issuance costs, net of amortization(189,600)(196,359)
Net carrying amountNet carrying amount$946,928 $927,072 Net carrying amount$960,400 $953,641 
Equity component:Equity component:$220,529 $220,529 Equity component:$220,529 $220,529 

The estimated fair value of the 2027 Notes at September 30, 2020March 31, 2021 and December 31, 20192020 was $1,332.4$1,251.6 million and $1,133.8$1,277.8 million, respectively. 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 $110.54$101.90 on September 30, 2020,March 31, 2021, the value of the 2027 Notes if converted to common stock was moreless than the principal amount of $1,150.0 million.

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The Company used $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 Boardboard of Directors.directors. Additionally, $127.1 million of the proceeds was used for the net cost of the convertible note
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hedge and warrant transactions. The net proceeds are intended 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 2027 Notes, the Company entered into convertible note hedge transactions with respect to its common stock in August 2019. The Company paid $312.2 million for the note hedge transactions. The note hedge transactions cover approximately 9.9 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 August 2019, the Company entered into warrant transactions, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, up to 9.9 million shares of the Company’s common stock at a strike price of approximately $178.74 per share. The Company received aggregate proceeds of $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 $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
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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 consisted of the following components as of September 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):

September 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
Liability component:Liability component:Liability component:
PrincipalPrincipal$1,150,000 $1,150,000 Principal$1,150,000 $1,150,000 
Less: debt discount and issuance costs, net of amortizationLess: debt discount and issuance costs, net of amortization(207,185)(237,281)Less: debt discount and issuance costs, net of amortization(186,571)(196,934)
Net carrying amountNet carrying amount$942,815 $912,719 Net carrying amount$963,429 $953,066 
Equity component:Equity component:$285,225 $285,225 Equity component:$285,225 $285,225 

The estimated fair value of the 2025 Notes at September 30, 2020March 31, 2021 and December 31, 20192020 was $1,486.4$1,388.2 million and $1,270.7$1,422.8 million, respectively. 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 $110.54$101.90 on September 30, 2020,March 31, 2021, the value of the 2025 Notes if converted to common stock was more 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 Boardboard of Directors.directors. Additionally, $141.8 million of the proceeds was used for the net cost of convertible note hedge and warrant transactions. The Company also used a portion of the net proceeds to repay at maturity the $690.0 million in par value of convertible senior notes due in 2019.

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.

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Revolving Credit Facility

In May 2018, the Company entered into a $500.0 million five-year,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 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
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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 September 30, 2020.March 31, 2021. 

Interest Expense

The 2027 Notes bear interest at a fixed rate of 0.375%. The interest is payable semi-annually on March 1 and September 1 of each year. 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.year. 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 had 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 for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
202020192020201920212020
Amortization of debt discount and issuance costsAmortization of debt discount and issuance costs$16,866 $12,982 $50,130 $35,657 Amortization of debt discount and issuance costs$17,182 $16,555 
Coupon interest payable on 2025 NotesCoupon interest payable on 2025 Notes360 359 1,078 1,077 Coupon interest payable on 2025 Notes359 359 
Coupon interest payable on 2027 NotesCoupon interest payable on 2027 Notes1,078 479 3,234 479 Coupon interest payable on 2027 Notes1,078 1,078 
Revolving credit facility contractual interest expenseRevolving credit facility contractual interest expense139 156 409 372 Revolving credit facility contractual interest expense140 135 
Capitalization of interest expenseCapitalization of interest expense(1,119)(1,849)(3,073)(4,896)Capitalization of interest expense(925)(922)
Total interest expenseTotal interest expense$17,324 $12,127 $51,778 $32,689 Total interest expense$17,834 $17,205 

8. Restructuring

During the fourth quarter of 2020, management committed to an action to restructure certain parts of the Company to better position itself to become more agile in delivering its solutions. 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 $30.6 million as part of this action, of which $7.0 million was recognized during the three months ended March 31, 2021. During the three months ended March 31, 2021, the expense comprised of $6.3 million of employee severance and related benefits and $0.7 million of internal-use software charges. The Company does not expect to incur material additional charges related to this action.

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 has incurred restructuring charges of $20.6$23.4 million as part of this action, of which an insignificant amount wasincluding $8.7 million for lease related assets that were incurred duringto exit the leased facilities. During the three months ended September 30,March 31, 2020, and $10.4a charge of $10.6 million was incurred during the nine months ended September 30, 2020. Included in the charge is $6.2 million related to impairment of a right-of-use asset related to the exit of a leased facility.this action. The Company does not expect to incur materialany additional restructuring charges 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 has incurredalso recognizes restructuring charges of $19.0 million as part of this action, of which a benefit of $0.3 millionfor redundant employees, facilities and a charge of $6.7 million, respectively, was incurred during the three andcontracts associated with completed acquisitions.
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nine months ended September 30, 2019. There were 0 charges related to these actions during the nine months ended September 30, 2020, and no additional charges are expected.

The following table summarizes the activity of the Company's restructuring accrual during the ninethree months ended September 30, 2020March 31, 2021 (in thousands):

Employee Severance and Related BenefitsSoftware ChargesOtherTotal
Balance as of January 1, 2020$5,707 $99 $151 $5,957 
Costs incurred4,180 57 4,237 
Cash disbursements(9,645)(99)(208)(9,952)
Non-cash charges(11)(11)
Balance as of September 30, 2020$242 $$(11)$231 
Employee Severance and Related Benefits
Balance as of January 1, 2021$22,051 
Costs incurred6,452 
Cash disbursements(7,000)
Translation adjustments and other(395)
Balance as of March 31, 2021$21,108 

9. Stockholders’ Equity

Share Repurchase Program

Effective November 2018, the Boardboard of Directorsdirectors of the Company authorized a $1.1 billion share repurchase program through December 2021. During the three and nine months ended September 30, 2020,March 31, 2021, the Company repurchased 0.1 million and 1.30.6 million shares of its common stock respectively, for $13.2 million and $121.1 million, respectively.$58.2 million. The Company's goals for the share repurchase program are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to shareholders as business and market conditions warrant.

Stock-Based Compensation

The following table summarizes stock-based compensation included in the Company’s consolidated statements of income for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (in thousands):
 
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
202020192020201920212020
Cost of revenueCost of revenue$6,384 $5,555 $18,374 $16,917 Cost of revenue$7,096 $5,736 
Research and developmentResearch and development12,722 12,842 36,336 36,943 Research and development18,369 12,065 
Sales and marketingSales and marketing16,809 15,593 48,555 46,384 Sales and marketing12,478 15,735 
General and administrativeGeneral and administrative14,302 12,825 43,636 40,018 General and administrative16,362 13,957 
Total stock-based compensationTotal stock-based compensation50,217 46,815 146,901 140,262 Total stock-based compensation54,305 47,493 
Provision for income taxesProvision for income taxes(15,604)(14,867)(45,063)(41,658)Provision for income taxes(13,044)(12,636)
Total stock-based compensation, net of income taxesTotal stock-based compensation, net of income taxes$34,613 $31,948 $101,838 $98,604 Total stock-based compensation, net of income taxes$41,261 $34,857 

In addition to the amounts of stock-based compensation reported in the table above, the Company’s consolidated statements of income for the three and nine months ended September 30,March 31, 2021 and 2020 include stock-based compensation reflected as a component of amortization of capitalized internal-use software of $7.1$7.7 million and $21.9 million, respectively, before taxes, and for the three and nine months ended September 30, 2019, include stock-based compensation reflected as a component of amortization of capitalized internal-use software of $7.5 million and $22.9$7.6 million, respectively, before taxes.

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10. Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, net of tax, which is reported as a component of stockholders' equity, for the ninethree months ended September 30, 2020March 31, 2021 (in thousands):

Foreign Currency TranslationNet Unrealized Gains on InvestmentsTotal
Balance as of January 1, 2020$(52,924)$7,780 $(45,144)
Other comprehensive (loss) income(7,292)6,582 (710)
Balance as of September 30, 2020$(60,216)$14,362 $(45,854)
Foreign Currency TranslationNet Unrealized Gains (Losses) on InvestmentsTotal
Balance as of January 1, 2021$(33,295)$13,094 $(20,201)
Other comprehensive loss(24,265)(2,881)(27,146)
Balance as of March 31, 2021$(57,560)$10,213 $(47,347)
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There were no amounts reclassified from accumulated other comprehensive loss to net income for the ninethree months ended September 30, 2020.March 31, 2021.

11. Revenue from Contracts with Customers

The Company sells its solutions 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 three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
202020192020201920212020
U.S.U.S.$437,381 $413,116 $1,309,979 $1,248,175 U.S.$463,180 $428,930 
InternationalInternational355,464 296,796 1,041,883 873,319 International379,528 335,372 
Total revenueTotal revenue$792,845 $709,912 $2,351,862 $2,121,494 Total revenue$842,708 $764,302 

WhileLeveraging its Intelligent Edge Platform and a global sales organization, the Company sells itsoffers solutions that are developed and maintained through a geographically dispersed sales force, it manages its customer relationships in 2 divisions:groups: the Web DivisionSecurity Technology Group and the MediaEdge Technology Group. The Security Technology Group includes solutions that are designed to protect business online by keeping infrastructure, websites, applications and Carrier Division. Customersusers safe, while the Edge Technology Group includes solutions that are assigneddesigned 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. As of January 1, 2020, the Company reassigned some of its customers between the Mediaenable business online, including media delivery, web performance and Carrier Division and 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. As the purchasing patterns and required account expertise of customers change over time, the Company may reassign a customer's division from one to another.edge computing solutions. The following table summarizes revenue by divisionproduct group included in the Company’s consolidated statements of income for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
2020201920202019
Web Division$418,064 $387,662 $1,228,401 $1,139,422 
Media and Carrier Division374,781 322,250 1,123,461 982,072 
Total revenue$792,845 $709,912 $2,351,862 $2,121,494 
For the Three Months
Ended March 31,
20212020
Security Technology Group$310,219 $240,300 
Edge Technology Group532,489 524,002 
Total revenue$842,708 $764,302 

Most security and content delivery and security services sold by the Company represent obligations that are satisfied over time as the customer simultaneously receives and consumes the services provided.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.

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During the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, the Company recognized $66.0$43.3 million and $51.0$44.2 million of revenue that was included in deferred revenue as of December 31, 20192020 and 2018,2019, respectively.

As of September 30, 2020,March 31, 2021, the aggregate amount of remaining performance obligations from contracts with customers was $2.7$2.9 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. Revenue recognized during each of the three months ended March 31, 2021 and 2020, related to performance obligations satisfied in previous periods was not material.

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12. Income Taxes

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

In the second quarter of 2018, the Company filed an appeal with the Massachusetts Appellate Tax Board (“MATB”) contesting adverse audit findings related to certain tax benefits and exemptions. In July 2020, the MATB ruled in the Company’s favor; however, the decision is eligible for appeal by the Massachusetts Department of Revenue. The Company has determined that it is more-likely-than-not that it will ultimately prevail in the event of any such appeal. Accordingly, no reserve has been recorded related to these controversies. The Company has, however, estimated that an adverse ruling could result in a gross income tax charge of approximately $41.0$42.0 million, which may be partially offset by certain state tax credits of $26.0$29.0 million, which arethe Company does not currently benefitedbenefit from as a result of the Company's valuation allowance assessment.

The Company’s effective income tax rate was 8.6%7.1% and 10.6%10.4% for the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, respectively. The lower effective tax rate for the ninethree months ended September 30, 2020,March 31, 2021, is primarily due to an increase in foreign income taxed at lower rates an increase inand the revaluation of certain foreign income tax liabilities due to foreign exchange rate fluctuations.

For the three months ended March 31, 2021, the 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, and a decrease in intercompany sales of intellectual property. These amounts were partially offset by the releaserevaluation of certain foreign income tax reserves relatedliabilities due to the expiration of local statutes of limitations in 2019foreign exchange rate fluctuations and a decrease in the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by non-deductible stock-based compensation, the valuation allowance recorded against deferred tax assets related to state tax credits and state taxes.

For the ninethree months ended September 30,March 31, 2020, the 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 and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by non-deductible stock-based compensation and state taxes.

For the nine months ended September 30, 2019, the 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 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 executivestock-based compensation and state taxes and an intercompany sale of intellectual property.

In response to the novel coronavirus, or COVID-19, pandemic, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in March 2020. The CARES Act did not have a material impact on the effective tax rate for the period ended September 30, 2020. The Company will continue to monitor further changes to the global legislative and regulatory developments enacted as a result of COVID-19.taxes.

13. 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, restricted stock units ("RSUs"), deferred stock units ("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 three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (in thousands, except per share data):
 
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
Numerator:Numerator:Numerator:
Net incomeNet income$158,623 $137,890 $443,684 $358,935 Net income$155,695 $123,146 
Denominator:Denominator:Denominator:
Shares used for basic net income per shareShares used for basic net income per share162,757 162,445 162,387 163,029 Shares used for basic net income per share163,061 161,992 
Effect of dilutive securities:Effect of dilutive securities:Effect of dilutive securities:
Stock optionsStock options36 27 59 Stock options11 
RSUs and DSUsRSUs and DSUs2,024 2,077 1,781 1,700 RSUs and DSUs1,667 1,681 
Convertible senior notesConvertible senior notes1,732 795 Convertible senior notes955 
Warrants related to issuance of convertible senior notesWarrants related to issuance of convertible senior notesWarrants related to issuance of convertible senior notes
Shares used for diluted net income per shareShares used for diluted net income per share166,519 164,558 164,990 164,788 Shares used for diluted net income per share165,688 163,684 
Basic net income per shareBasic net income per share$0.97 $0.85 $2.73 $2.20 Basic net income per share$0.95 $0.76 
Diluted net income per shareDiluted net income per share$0.95 $0.84 $2.69 $2.18 Diluted net income per share$0.94 $0.75 

For the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, certain potential outstanding common shares issuable in respect of 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 common shares excluded from the computation of diluted net income per share for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 are as follows (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
202020192020201920212020
Service-based RSUsService-based RSUs116 139 751 959 Service-based RSUs2,070 2,022 
Market- and performance-based RSUsMarket- and performance-based RSUs1,383 1,484 1,418 1,484 Market- and performance-based RSUs1,338 1,487 
Convertible senior notesConvertible senior notes9,898 21,991 13,929 21,991 Convertible senior notes9,898 21,991 
Warrants related to issuance of convertible senior notesWarrants related to issuance of convertible senior notes21,991 21,991 21,991 21,991 Warrants related to issuance of convertible senior notes21,991 21,991 
Total shares excluded from computationTotal shares excluded from computation33,388 45,605 38,089 46,425 Total shares excluded from computation35,297 47,491 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q, particularly Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below, and notes to our unaudited consolidated financial statements included herein contain “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 quarterly report on Form 10-Q for a discussion of certain risks associated with our business. We disclaim any obligation to update forward-looking statements as a result of new information, future events or otherwise.

Our management’s discussion and analysis of our financial condition and results of operations is based upon our unaudited consolidated financial statements included elsewhere in this quarterly report on Form 10-Q, which we have prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim periods and with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The preparation of these unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related items, including, but not limited to, revenue recognition, accounts receivable and related reserves, valuation and impairment of marketable securities, goodwill and acquired intangible assets, capitalized internal-use software development costs, impairment and useful lives of long-lived assets, income taxes and stock-based compensation. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances at the time they are made. Actual results may differ from our estimates. See the section entitled "Application of Critical Accounting Policies and Estimates" in our annual report on Form 10-K for the year-ended December 31, 20192020 for further discussion of our critical accounting policies and estimates.

Overview

We provide solutions for securing,protecting and delivering and optimizing content and business applications over the Internet.internet. The key factors that influence our financial success are our ability to build on recurring revenue commitments for our security and performance offerings, increase media traffic on our network, effectively manage the prices we charge for our solutions, develop new products and carefully manage our capital spending and other expenses. The purpose of this discussion and analysis section is to describe and explain key trends, events and other factors that impacted our reported results and that are likely to impact our future performance.

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 solutions 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 offerings, the timing and variability of customer-specific one-time events and geopolitical, economic and other developments that impact our customers' businesses. Seasonal variations that impact traffic on our network, such as holiday shopping, can cause unpredictable revenue swingsfluctuations from quarter to quarter. Over the longer term, our ability to expand our product portfolio and to effectively manage the prices we charge for our solutions are 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. We plan to continue to invest in this area with a focus on further enhancing our product portfolio and extending our go-to-market capabilities.capabilities, particularly in certain markets and through our channel partners.

We have experienced increases in the amount of traffic delivered for customers that use our solutions for video, gaming downloads and social media, contributing to an increase in our revenue in the first three quartersquarter of 20202021 as compared to the same period in 2019. In addition,2020. The rate of growth in traffic during 2020, as a resultcompared to prior years, was higher due to the impact of shutdowns and restrictions related to the novel coronavirus, or COVID-19, outbreak, and resultant pandemic-related shutdowns and restrictions in various locations around the world during some of 2020, the rate of growth in traffic in the first three quarters of 2020, as compared to prior quarters, accelerated significantly due to increased online commerce and consumption of streaming media and games online. This increased year-over-year growth could continue for the remainder of 2020, or moderate, depending on future restrictions, or lack thereof.pandemic. We expect
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this year-over-year traffic and associated revenue growth to moderate in 2021, assuming the restrictions experienced in 2020 do not continue.

While we have increased committed recurring revenue from our solutions by upselling incremental solutions to our existing customers and adding new customers, werevenue from our website and application performance solutions have also experienced slower revenue growth in recent quarters in our web performance solutions.declined. We expect the trend of slower revenue growth inchallenges from our webwebsite and application performance solutions to continue in the fourth quarter of 2020during 2021 as our customers, particularly in the commerce and travel and hospitality industries, continue to experience financial pressure especially in light of competitive pressures they face and the negative impacts of the COVID-19 pandemic on these customers'their operations.

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

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,strengthens, our reported revenue results will be negatively impacted. Conversely, a weaker dollar would benefit our reported results.

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. 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; whether there are large live sporting or other events or situations (like the COVID-19 pandemic) that impact the amount of media traffic on our network; and the frequency and timing of purchases of custom solutions or licensed software.

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 during 2019 andin the first nine monthsquarter of 2020,2021, as compared to the prior years,same period in 2020, due to higher revenue as well as the effects of cost savings and efficiency initiatives we have undertaken and, more recently, in 2020, from lower travel and marketing expenses because of pandemic-related shutdowns and restrictions. In order to maintain our current levels of profitability, we will need to continue to undertake efforts intended to improve the efficiency of operations and ensure that our expense growth does not exceed our revenue growth.

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.

We expect to continue to manage our headcount and payroll costs in the future to focus investments on certain areas of the business while maintaining efficient operations in others. We expect to continue to hire employees in support of our strategic initiatives but do not expect overall headcount to increase significantly in the fourth quarter of 2020.2021 unless we complete one or more significant acquisitions.

Depreciation expense related to our network equipment also contributes to our overall expense levels. During the second and third quartersfirst quarter of 2021 as compared to the same period in 2020, we saw higher depreciation expense due to accelerated our purchasesdeployment of servers and other equipment used in our network2020 to help meet the increased traffic demands arising during the COVID-19 pandemic andpandemic. We expect to make up for supply chain issues we experienced in the first quarter.see higher depreciation expense throughout 2021 to reflect such deployment of equipment. We plan to
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continue to invest in our network in 2021, although not at the same levels we experienced in 2020, which will further increase our capital expenditures and resulting depreciation expense.

We reportEffective on March 1, 2021, we reorganized into two groups which both utilize the Akamai Intelligent Edge Platform and our revenue by division, which is a customer-focused reporting view that reflectsglobal sales organization: the Security Technology Group and the Edge Technology Group. These groups are aligned with our product offerings. Revenue from the Security Technology Group was previously reported as revenue from customersCloud Security Solutions, and revenue from the Edge Technology Group was previously reported as revenue from content delivery network (CDN) services and all other solutions. The Security Technology Group includes solutions that are managed bydesigned to keep infrastructure, websites, applications and users safe, while the division. We report our revenue in two divisions: the Web DivisionEdge Technology Group includes solutions that enable business online, including media delivery, web performance and the Media and Carrier 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 2020, we reassigned some of our customers between the Media and Carrier Division and 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.edge computing solutions.

Nearly all of our employees are working remotely due to the COVID-19 pandemic. We have re-opened five smaller offices in Asia (one of which has re-closed) and are continuously evaluating whether to re-open additional offices or re-close others that have been re-opened. Our operations have not been significantly disrupted by the shift to remote working,pandemic, and we are not requiring employees whose roles do not require in-person presence to perform their jobs to return to offices before JulyJanuary 1, 2021.2022. We have implemented a comprehensive evaluation process to determine whether offices in different locations should be open or closed. Our operations have not been significantly disrupted by the shift to remote working. While we expect to incur expenses associated with enablingenabling remote work and reconfiguring work spaces to help ensure the safety and well beingwell-being of employees accessing our locations, we do not currently believe those costs will materially impact our financial condition or results of operations. In the near term, we expect to continue to rely on the use of online marketing events and one-on-one web conferencing with customers to promote and sell our solutions.

Results of Operations

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

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
RevenueRevenue100.0 %100.0 %100.0 %100.0 %Revenue100.0 %100.0 %
Costs and operating expenses:Costs and operating expenses:Costs and operating expenses:
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)Cost of revenue (exclusive of amortization of acquired intangible assets shown below)35.7 34.8 35.2 34.4 Cost of revenue (exclusive of amortization of acquired intangible assets shown below)36.4 35.1 
Research and developmentResearch and development8.4 9.1 8.6 9.1 Research and development9.7 9.3 
Sales and marketingSales and marketing15.5 17.2 15.7 18.1 Sales and marketing13.8 16.2 
General and administrativeGeneral and administrative16.2 17.4 16.4 17.3 General and administrative16.2 16.7 
Amortization of acquired intangible assetsAmortization of acquired intangible assets1.3 1.4 1.3 1.4 Amortization of acquired intangible assets1.4 1.4 
Restructuring charge (benefit)— — 0.4 0.3 
Restructuring chargeRestructuring charge0.8 1.4 
Total costs and operating expensesTotal costs and operating expenses77.1 79.9 77.6 80.6 Total costs and operating expenses78.3 80.1 
Income from operationsIncome from operations22.9 20.1 22.4 19.4 Income from operations21.7 19.9 
Interest incomeInterest income0.8 1.1 1.0 1.1 Interest income0.5 0.9 
Interest expenseInterest expense(2.2)(1.7)(2.2)(1.5)Interest expense(2.1)(2.3)
Other expense, netOther expense, net(0.3)(0.1)(0.3)— Other expense, net(0.1)(0.5)
Income before provision for income taxesIncome before provision for income taxes21.2 19.4 20.9 19.0 Income before provision for income taxes20.0 18.0 
(Provision) benefit for income taxes(1.1)0.1 (1.8)(2.0)
Provision for income taxesProvision for income taxes(1.4)(1.9)
Loss from equity method investmentLoss from equity method investment(0.1)(0.2)(0.1)(0.1)Loss from equity method investment(0.1)(0.1)
Net incomeNet income20.0 %19.3 %19.0 %16.9 %Net income18.5 %16.0 %

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Revenue

Revenue by divisionproduct group during the periods presented was as follows (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
20202019% Change% Change at Constant Currency20202019% Change% Change at Constant Currency
Web Division$418,064 $387,662 7.8 %7.3 %$1,228,401 $1,139,422 7.8 %8.4 %
Media and Carrier Division374,781 322,250 16.3 15.8 1,123,461 982,072 14.4 14.8 
Total revenue$792,845 $709,912 11.7 %11.2 %$2,351,862 $2,121,494 10.9 %11.4 %
For the Three Months
Ended March 31,
20212020% Change% Change at Constant Currency
Security Technology Group$310,219 $240,300 29.1 %26.6 %
Edge Technology Group532,489 524,002 1.6 (0.2)
Total revenue$842,708 $764,302 10.3 %8.2 %

During the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, the increase in our revenue as compared to the same periodsperiod in 20192020 was primarily the result of higher media traffic volumes due in part to the impact of the outbreak of COVID-19 and continued strong growth in sales of solutions offered by our Cloud Security Solutions. DuringTechnology Group, growth in over the three-month period ended September 30, 2020, our Cloud Security Solutions revenue was $265.9 milliontop, or OTT, video and gaming and stronger than expected traffic growth in Europe as compared to $215.9 million during the three-month period ended September 30, 2019, which represents a 23.1% increase. During the nine-month period ended September 30, 2020, our Cloud Security Solutions revenue was $765.5 million, as compared to $610.8 million during the nine-month period ended September 30, 2019, which represents a 25.3% increase. Cloud Security Solutions revenue increased in both periods due to higher salesresult of solutions across our security portfolio.pandemic-related shutdowns.

The increase in Web DivisionSecurity Technology Group revenue duringfor the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarilydue to growth across our security products portfolio, including the resultperformance of increased sales of both new and existing Cloud Security Solutions to this customer base. Customers that are experiencing financial difficulties as a result of the COVID-19 pandemic, specifically those in the commerce, retail and travel and hospitality verticals, are primarily assigned to our Web Division. Web Division revenue was negatively impacted during the three- and nine-month periods ended September 30, 2020 as a result of the pandemic. However, it is difficult to predict the length of time and amount by which the Web Division will continue to be impacted by the pandemic given its uncertain nature.

Asavie business. The increase in Media and Carrier DivisionEdge Technology Group revenue duringfor the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarily the result of increased customerdue to strong traffic volumes fromgrowth, driven by OTT video delivery,and gaming, as well as strong growth in our edge applications solutions. These increases were partially offset by a reduction in website and social media usage, due in part to the impact of the outbreak of COVID-19 and increased sales of Cloud Security Solutions to this customer base.application performance solutions.

Revenue derived in the U.S. and internationally during the periods presented was as follows (in thousands):
    
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
20202019% Change% Change at Constant Currency20202019% Change% Change at Constant Currency20212020% Change% Change at Constant Currency
U.S.U.S.$437,381 $413,116 5.9 %5.9 %$1,309,979 $1,248,175 5.0 %5.0 %U.S.$463,180 $428,930 8.0 %8.0 %
InternationalInternational355,464 296,796 19.8 18.4 1,041,883 873,319 19.3 20.5 International379,528 335,372 13.2 8.4 
Total revenueTotal revenue$792,845 $709,912 11.7 %11.2 %$2,351,862 $2,121,494 10.9 %11.4 %Total revenue$842,708 $764,302 10.3 %8.2 %

For the three-month period ended September 30, 2020,March 31, 2021, approximately 44.8%45.0% of our revenue was derived from our operations located outside the U.S., compared to 41.8%43.9% for the three-month period ended September 30, 2019. ForMarch 31, 2020. We continued to see strong revenue growth in our Europe, the nine-month period ended September 30, 2020, approximately 44.3% of our revenue was derived from our operations located outside the U.S., compared to 41.2% for the nine-month period ended September 30, 2019.Middle East and Africa and Latin America regions. No single country outside the U.S. accounted for 10% or more of revenue during either of these periods. During the three- and nine-month periods ended September 30, 2020, we continued to see strong revenue growth from our operations in the Asia-Pacific region and steady revenue growth in our EMEA and Latin America regions. Changes in foreign currency exchange rates impacted our revenue by a favorable $3.7 million and an unfavorable $10.6$16.0 million during the three-and nine-month periodsthree-month period ended September 30, 2020, respectively,March 31, 2021, as compared to the same periodsperiod in 2019.2020.

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Cost of Revenue

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

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
20202019% Change20202019% Change 20212020% Change
Bandwidth feesBandwidth fees$49,815 $38,373 29.8 %$147,671 $123,039 20.0 %Bandwidth fees$53,230 $45,780 16.3 %
Co-location feesCo-location fees39,170 32,042 22.2 111,572 92,955 20.0 Co-location fees42,543 35,389 20.2 
Network build-out and supporting servicesNetwork build-out and supporting services34,112 26,369 29.4 97,969 72,477 35.2 Network build-out and supporting services36,434 30,561 19.2 
Payroll and related costsPayroll and related costs65,959 62,888 4.9 195,386 184,902 5.7 Payroll and related costs68,249 65,807 3.7 
Stock-based compensation, including amortization of prior capitalized amountsStock-based compensation, including amortization of prior capitalized amounts13,064 12,695 2.9 39,113 38,688 1.1 Stock-based compensation, including amortization of prior capitalized amounts14,329 12,994 10.3 
Depreciation of network equipmentDepreciation of network equipment42,991 31,840 35.0 118,194 91,402 29.3 Depreciation of network equipment51,896 36,397 42.6 
Amortization of internal-use softwareAmortization of internal-use software38,328 42,731 (10.3)118,920 126,411 (5.9)Amortization of internal-use software40,006 41,654 (4.0)
Total cost of revenueTotal cost of revenue$283,439 $246,938 14.8 %$828,825 $729,874 13.6 %Total cost of revenue$306,687 $268,582 14.2 %
As a percentage of revenueAs a percentage of revenue35.7 %34.8 %35.2 %34.4 %As a percentage of revenue36.4 %35.1 %

The increase in cost of revenue for the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarily due to investments in our network to support current and anticipated future traffic growth, which resulted in increases to amounts paid for network build-out and supporting services, higher depreciation costs of our network equipment and increases to expenses related to our co-location facilities. Bandwidth fees also increased during this period due to growth in the amount of traffic served on our network.

During the remainder of 2020,2021, we anticipate depreciation of network equipment to increase due to increased investments in our network to address expected traffic increases. We plan to continue to focus our efforts on managing our operating margins, including continuing to manage our bandwidth and co-location costs. We anticipate depreciation of network equipment to increase in the fourth quarter of 2020 due to the increased investments in our network to address expected traffic increases.

Research and Development Expenses

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

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
20202019% Change20202019% Change 20212020% Change
Payroll and related costsPayroll and related costs$103,817 $94,957 9.3 %$305,293 $284,393 7.3 %Payroll and related costs$113,420 $102,821 10.3 %
Stock-based compensationStock-based compensation12,721 12,842 (0.9)36,335 36,943 (1.6)Stock-based compensation18,369 12,065 52.3 
Capitalized salaries and related costsCapitalized salaries and related costs(51,750)(45,501)13.7 (147,007)(136,969)7.3 Capitalized salaries and related costs(52,491)(46,300)13.4 
Other expensesOther expenses1,985 2,589 (23.3)7,466 8,100 (7.8)Other expenses2,747 2,638 4.1 
Total research and developmentTotal research and development$66,773 $64,887 2.9 %$202,087 $192,467 5.0 %Total research and development$82,045 $71,224 15.2 %
As a percentage of revenueAs a percentage of revenue8.4 %9.1 %8.6 %9.1 %As a percentage of revenue9.7 %9.3 %

The increase in research and development expenses during the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarily due to growth inincreased payroll and related costs, as a result of mid-year merit increases andincluding stock-based compensation, primarily due to headcount growth and the redeployment of some employees to research and development functions from sales and marketing activities as part of our March 2021 reorganization to make improvements to our core technology and support investments in new product development and network scaling.engineering innovation. These increases 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. During the three-month periods ended September 30,March 31, 2021 and March 31, 2020, and September 30, 2019, we capitalized $9.0$8.7 million and $8.1 million, respectively, of stock-based compensation, respectively. During the nine-month periods ended September 30, 2020 and September 30, 2019, we capitalized $26.5 million and $25.6 million of stock-based compensation, respectively.compensation. These
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capitalized internal-use software development costs are amortized to cost of
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revenue over their estimated useful lives, which is generally two years, but can be up to seven years based on the software developed and its expected useful life.

We expect research and development costs to increase in the remainder of 2020,2021 as comparedwe plan to 2019, as we maintain our focus on innovation; however,innovation. However, we do not expect these costsplan to increase as a percentage of revenue as we continue to manage costs.focus our efforts on managing operating margin.

Sales and Marketing Expenses

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

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
20202019% Change20202019% Change 20212020% Change
Payroll and related costsPayroll and related costs$94,457 $92,799 1.8 %$282,696 $277,576 1.8 %Payroll and related costs$93,559 $93,594 — %
Stock-based compensationStock-based compensation16,809 15,593 7.8 48,555 46,383 4.7 Stock-based compensation12,478 15,735 (20.7)
Marketing programs and related costsMarketing programs and related costs9,536 9,545 (0.1)29,250 41,560 (29.6)Marketing programs and related costs8,450 9,137 (7.5)
Other expensesOther expenses1,947 4,321 (54.9)9,503 18,121 (47.6)Other expenses1,867 5,320 (64.9)
Total sales and marketingTotal sales and marketing$122,749 $122,258 0.4 %$370,004 $383,640 (3.6)%Total sales and marketing$116,354 $123,786 (6.0)%
As a percentage of revenueAs a percentage of revenue15.5 %17.2 %15.7 %18.1 %As a percentage of revenue13.8 %16.2 %

Restrictions associated with the COVID-19 pandemic have resulted in the cancellation or postponement of in-person marketing events and led to a decline in travel expenses such as airfare, lodging and other costs related to in-person customer events and meetings; as a result, we have experienced a decrease in sales and marketing expenses in 2020during the three-month period ended March 31, 2021, as compared to 2019. During the three monthssame period in 2020. Additionally, during the three-month period ended September 30,March 31, 2021, as compared to the same period in 2020, these decreases were offset by higher payroll and related costs, including stock-based compensation, decreased as a result of mid-year merit increasesheadcount reductions and increased headcountthe redeployment of some employees from sales and marketing functions to supportresearch and development activities as a result of our Web Division's go-to-market strategies in pursuit of growth opportunities.March 2021 reorganization, which established a single global sales organization.

We expect the decreased level of marketing and travel related expenditures when compared to 2019 to continue throughduring the remainder of 20202021 as we continue to be impacted by the COVID-19 which is limiting in-person marketing events and customer meetings and eliminating the associated expenses.pandemic. We also plan to continue to carefully manage costs in our efforts to refine and optimize our go-to-market efforts and improve operating margins.

General and Administrative Expenses

General and administrative expenses consisted of the following for the periods presented (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
20202019% Change20202019% Change 20212020% Change
Payroll and related costsPayroll and related costs$50,159 $47,892 4.7 %$148,233 $145,248 2.1 %Payroll and related costs$56,450 $48,599 16.2 %
Stock-based compensationStock-based compensation14,302 12,825 11.5 43,636 40,018 9.0 Stock-based compensation16,362 13,957 17.2 
Depreciation and amortizationDepreciation and amortization20,554 19,269 6.7 61,673 56,420 9.3 Depreciation and amortization20,909 20,465 2.2 
Facilities-related costsFacilities-related costs25,099 21,413 17.2 73,669 63,478 16.1 Facilities-related costs24,347 24,672 (1.3)
(Benefit) provision for doubtful accounts(Benefit) provision for doubtful accounts(1,627)623 (361.2)3,465 2,338 48.2 (Benefit) provision for doubtful accounts(260)2,199 (111.8)
Acquisition-related costsAcquisition-related costs1,051 219 379.9 1,189 1,194 (0.4)Acquisition-related costs64 76 (15.8)
License of patent— — — — (8,855)100.0 
Legal settlements— — — 275 — 100.0 
Professional fees and other expensesProfessional fees and other expenses18,827 20,975 (10.2)53,295 66,326 (19.6)Professional fees and other expenses18,843 17,393 8.3 
Total general and administrativeTotal general and administrative$128,365 $123,216 4.2 %$385,435 $366,167 5.3 %Total general and administrative$136,715 $127,361 7.3 %
As a percentage of revenueAs a percentage of revenue16.2 %17.4 %16.4 %17.3 %As a percentage of revenue16.2 %16.7 %

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The increase in general and administrative expenses for the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarily due to expansion of company infrastructure throughout 2019,increased payroll and related costs, including moving into our new corporate headquarters in Cambridge, Massachusetts, which increased facilities-related costs and depreciation and amortization. Additionally, the nine-month period ended September 30, 2019 included license patent fees receivedstock-based compensation, as a result of annual merit increases and headcount growth, partially offset by changes in the provision for doubtful accounts. The
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provision for doubtful accounts for the three-month period ended March 31, 2020 included an estimated impact of COVID-19 on our litigation with Limelight Networks, Inc.customers’ ability to pay that did not recur in 2020. The 2020 increases in generalfor the three-month period ended March 31, 2021.

General and administrative expenses were also partially offsetfor the three-month period ended March 31, 2021 and 2020 are broken out by a decrease in amounts paid to professional service providers for advisory services.category as follows (in thousands):

Our general and administrative expenses can be categorized across three areas.
For the Three Months
Ended March 31,
20212020% Change
Global functions$55,799 $47,866 16.6 %
As a percentage of revenue6.6 %6.3 %
Infrastructure81,109 77,220 5.0 
As a percentage of revenue9.6 %10.1 %
Other(193)2,275 (108.5)
Total general and administrative expenses$136,715 $127,361 7.3 %
As a percentage of revenue16.2 %16.7 %

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

General and administrative expenses for the three- and nine-month periods ended September 30, 2020 and 2019 are broken out by category as follows (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
20202019% Change20202019% Change
Global functions$47,559 $47,731 (0.4)%$142,243 $146,661 (3.0)%
As a percentage of revenue6.0 %6.7 %6.0 %6.9 %
Infrastructure81,365 74,643 9.0 238,262 219,302 8.6 
As a percentage of revenue10.3 %10.5 %10.1 %10.3 %
Other(559)842 (166.4)4,930 204 2,316.7 
Total general and administrative expenses$128,365 $123,216 4.2 %$385,435 $366,167 5.3 %
As a percentage of revenue16.2 %17.4 %16.4 %17.3 %

ForDuring the remainder of 2021, we expect payroll and related costs of our general and administrative functions to increase as compared to 2020 as a result of headcount growth from 2020. However, we plan to continue to focus our efforts on managing our operating margins and, in particular, assessing opportunities to reduce third-party spending and increase automation of manual tasks.margins.

Amortization of Acquired Intangible Assets

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019% Change20202019% Change(in thousands)20212020% Change
Amortization of acquired intangible assetsAmortization of acquired intangible assets$10,340 $9,624 7.4 %$31,155 $28,871 7.9 %Amortization of acquired intangible assets$11,427 $10,434 9.5 %
As a percentage of revenueAs a percentage of revenue1.3 %1.4 %1.3 %1.4 %As a percentage of revenue1.4 %1.4 %

The increase in amortization of acquired intangible assets for the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was the result of amortization of assets related to our recent acquisitions. Based on our intangible assets at September 30, 2020,March 31, 2021, we expect amortization of acquired intangible assets to be approximately $10.5$36.3 million for the remainder of 2020,2021, and $43.0$44.3 million, $37.3$36.9 million, $28.9$29.2 million and $20.5$23.7 million for 2021, 2022, 2023, 2024 and 2024,2025, respectively.

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Restructuring Charge (Benefit)

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019% Change20202019% Change(in thousands)20212020% Change
Restructuring charge (benefit)$21 $(300)107.0 %$10,439 $6,879 51.8 %
Restructuring chargeRestructuring charge$7,116 $10,585 (32.8)%
As a percentage of revenueAs a percentage of revenue— %— %0.4 %0.3 %As a percentage of revenue0.8 %1.4 %

The restructuring chargescharge for the three- and nine-month periodsthree-month period ended September 30, 2020 wereMarch 31, 2021 was primarily the result of management actions initiated in the fourth quarter of 20192020 to better position us to become more agile in delivering our solutions. The restructuring
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charge for this 2020 action predominately consists of certain severance and related benefits. We do not expect to incur any material additional restructuring charges related to these actions.

The restructuring charge for the three-month period ended March 31, 2020 was primarily the result of management actions to focus on investments havingwith the potential to accelerate revenue growth. The restructuring charges relatecharge relates to certain headcount reductions and a $6.2$6.2 million impairment of a right-of-use asset related to the exit of a leased facility. We do not expect material additional restructuring charges related to these actions.

The restructuring (benefit) charge for the three- and nine-month periods ended September 30, 2019 were primarily the result of certain restructuring actions initiated in the fourth quarter of 2018. Management's intention in implementing the restructuring was to re-balance investments with the goal of improving long-term revenue growth and scale. The restructuring charges primarily consist of costs associated with headcount reductions. We do not expect additional restructuring charges related to this action.

Non-Operating Income (Expense)

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019% Change20202019% Change(in thousands)20212020% Change
Interest incomeInterest income$6,307 $7,908 (20.2)%$22,852 $22,953 (0.4)%Interest income$4,578 $7,043 (35.0)%
As a percentage of revenueAs a percentage of revenue0.8 %1.1 %1.0 %1.1 %As a percentage of revenue0.5 %0.9 %
Interest expenseInterest expense$(17,324)$(12,127)42.9 %$(51,778)$(32,689)58.4 %Interest expense$(17,834)$(17,205)3.7 %
As a percentage of revenueAs a percentage of revenue(2.2)%(1.7)%(2.2)%(1.5)%As a percentage of revenue(2.1)%(2.3)%
Other expense, netOther expense, net$(2,158)$(752)187.0 %$(7,869)$(819)860.8 %Other expense, net$(817)$(4,108)(80.1)%
As a percentage of revenueAs a percentage of revenue(0.3)%(0.1)%(0.3)%— %As a percentage of revenue(0.1)%(0.5)%

For the periods presented, interest income primarily consisted of interest earned on invested cash balances and marketable securities. The decrease in interest income for the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, was primarily the result of investing in marketable securities at lower rates in 2020of return due to lower interest rates in 20202021 as compared to the same periodsperiod in 2019.2020.

Interest expense is related to our debt transactions, which are described in Note 7 to the consolidated financial statements. The increase in interest expense for the three- and nine-month periods ended September 30, 2020, as compared to the same periods in 2019, was due to the August 2019 issuance of $1,150.0 million in principal amount of convertible senior notes due 2027.

Other expense, net primarily represents net foreign exchange gains and losses mainly due to foreign exchange rate fluctuations on intercompany transactions and other non-operating expense and income items. The fluctuation in other expense, net for the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, as compared to the same periodsperiod in 2019,2020, is primarily due to the unfavorable impact of changes in foreign exchange rates.

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(Provision) BenefitProvision for Income Taxes

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019% Change20202019% Change(in thousands)20212020% Change
(Provision) benefit for income taxes$(8,801)$960 (1,016.8)%$(41,764)$(42,718)(2.2)%
Provision for income taxesProvision for income taxes$(11,898)$(14,292)(16.8)%
As a percentage of revenueAs a percentage of revenue(1.1)%0.1 %(1.8)%(2.0)%As a percentage of revenue(1.4)%(1.9)%
Effective income tax rateEffective income tax rate(5.2)%0.7 %(8.6)%(10.6)%Effective income tax rate(7.1)%(10.4)%

For the three-month period ended September 30, 2020,March 31, 2021, as compared to the same period in 2019,2020, our provision for income taxes increaseddecreased due to an increase in profitability and releaseforeign income taxed at lower rates, the revaluation of certain foreign income tax reserves relatedliabilities due to the expiration of local statutes of limitationsforeign exchange rate fluctuations and a decrease in 2019.U.S. federal, state and foreign research and development credits. These amounts were partially offset by an increase in foreign income taxed at lower rates, a decrease in intercompany sales of intellectual property, a decrease in the valuation allowance recorded against deferred tax assets related to state tax credits and additional benefits related to the issuance of certain final Tax Cuts and Jobs Act, or the TCJA, tax regulations in July 2020.profitability.

For the three- and nine-month periodsthree-month period ended September 30, 2020,March 31, 2021, our effective income tax rate was lower than the federal
statutory tax rate due to foreign income taxed at lower rates, the impact of the excess tax benefit related to stock-based compensation, the benefit of U.S. federal, state and foreign research and development credits and additional benefits related to the issuancerevaluation of certain final TCJA tax regulations in July 2020. These amounts were partially offset by non-deductible stock-based compensation and state taxes.

For the three- and nine-month periods ended September 30, 2019, our effectiveforeign income tax rate was lower than the federal statutory tax rateliabilities 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 compensationexchange rate fluctuations and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by the impact of the valuation allowance recorded against deferred tax assets related to state tax credits, non-deductible executivestock-based compensation and state taxes and an intercompany sale of intellectual property.taxes.

In response toFor the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was enacted inthree-month period ended March 2020. The CARES Act did not have a material impact on the31, 2020, our effective income tax rate forwas lower than the period ended September 30, 2020. We will continuefederal statutory tax rate due to monitor further changesforeign income taxed at lower rates, the impact of the excess tax benefit related to stock-based compensation and the
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benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by the global legislativeimpact of the valuation allowance recorded against deferred tax assets related to state tax credits, non-deductible stock-based compensation and regulatory developments enacted as a result of COVID-19.state taxes.

In determining our net deferred tax assets and valuation allowances, annualized effective income 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 net operating loss 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.

Loss from Equity Method Investment

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019% Change20202019% Change(in thousands)20212020% Change
Loss from equity method investmentLoss from equity method investment$(559)$(1,388)(59.7)%$(1,674)$(1,388)20.6 %Loss from equity method investment$(698)$(622)12.2 %
As a percentage of revenueAs a percentage of revenue(0.1)%(0.2)%(0.1)%(0.1)%As a percentage of revenue(0.1)%(0.1)%

During 2019, we began recognizingLoss from equity method investment relates to recognition of our share of earnings from our investment with Mitsubishi UFJ Financial Group in a joint venture, Global Open Network, Inc., or GO-NET. GO-NET intends to operate a new blockchain-based online payment network. For the three- and nine-monththree-month periods ended September 30,March 31, 2021 and 2020, the losses recognized reflect our share of the losses incurred by GO-NET. We expect to record additional losses in 20202021 and beyond as GO-NET continues executing on the early stages of its business plan.

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Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America, or GAAP, we provide additional financial metrics 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, for planning and forecasting purposes, to measure executive compensation and to evaluate our financial performance. These non-GAAP financial measures are non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per 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 allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparison of financial results across accounting periods and to those of our peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate 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 is 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
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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.

Restructuring charges – We have incurred restructuring charges that are included in our GAAP financial statements, primarily related to workforce reductions and charges associated with 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.

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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%, and 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 themthese gains and losses are not representative of our core business operations and ongoing operating performance.

Legal settlements – We have incurred losses related to the settlement of legal matters. 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 – We have incurred expenses to endow the Akamai Foundation, a private corporate foundation dedicated to encouraging the next generation of technology innovators by supporting math and science education. Our first endowment was in 2018 to enable a permanent endowment for the Akamai Foundation to allow it to expand its reach. In the fourth quarter of 2020 we supplemented the endowment to enable specific initiatives to increase diversity in the technology industry. We believe excluding these amounts from non-GAAP financial measures is useful to investors as these infrequent expenses are 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 offrom our equity method investment. We exclude such income and losses because we lackdo not direct control over the operations of the investment and the related income and losses are not representative of our core business
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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.

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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 periods presented (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
Income from operationsIncome from operations$181,158 $143,289 $523,917 $413,596 Income from operations$182,364 $152,330 
Amortization of acquired intangible assetsAmortization of acquired intangible assets10,340 9,624 31,155 28,871 Amortization of acquired intangible assets11,427 10,434 
Stock-based compensationStock-based compensation50,217 46,815 146,901 140,262 Stock-based compensation54,305 47,493 
Amortization of capitalized stock-based compensation and capitalized interest expenseAmortization of capitalized stock-based compensation and capitalized interest expense7,913 8,455 24,540 25,738 Amortization of capitalized stock-based compensation and capitalized interest expense8,598 8,589 
Restructuring charge (benefit)21 (300)10,439 6,879 
Restructuring chargeRestructuring charge7,116 10,585 
Acquisition-related costsAcquisition-related costs1,051 219 1,189 1,194 Acquisition-related costs64 76 
Legal settlements— — 275 — 
Transformation costs— — — 5,527 
Non-GAAP income from operationsNon-GAAP income from operations$250,700 $208,102 $738,416 $622,067 Non-GAAP income from operations$263,874 $229,507 
GAAP operating marginGAAP operating margin23 %20 %22 %19 %GAAP operating margin22 %20 %
Non-GAAP operating marginNon-GAAP operating margin32 %29 %31 %29 %Non-GAAP operating margin31 %30 %

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The following table reconciles GAAP net income to non-GAAP net income for the periods presented (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
Net incomeNet income$158,623 $137,890 $443,684 $358,935 Net income$155,695 $123,146 
Amortization of acquired intangible assetsAmortization of acquired intangible assets10,340 9,624 31,155 28,871 Amortization of acquired intangible assets11,427 10,434 
Stock-based compensationStock-based compensation50,217 46,815 146,901 140,262 Stock-based compensation54,305 47,493 
Amortization of capitalized stock-based compensation and capitalized interest expenseAmortization of capitalized stock-based compensation and capitalized interest expense7,913 8,455 24,540 25,738 Amortization of capitalized stock-based compensation and capitalized interest expense8,598 8,589 
Restructuring charge (benefit)21 (300)10,439 6,879 
Restructuring chargeRestructuring charge7,116 10,585 
Acquisition-related costsAcquisition-related costs1,051 219 1,189 1,194 Acquisition-related costs64 76 
Legal settlements— — 275 — 
Transformation costs— — — 5,527 
Amortization of debt discount and issuance costsAmortization of debt discount and issuance costs15,747 11,133 47,057 30,761 Amortization of debt discount and issuance costs16,257 15,633 
Gain on investments— — — (440)
Loss from equity method investmentLoss from equity method investment559 1,388 1,674 1,388 Loss from equity method investment698 622 
Income tax effect of above non-GAAP adjustments and certain discrete tax itemsIncome tax effect of above non-GAAP adjustments and certain discrete tax items(28,689)(34,631)(68,481)(61,389)Income tax effect of above non-GAAP adjustments and certain discrete tax items(26,346)(20,445)
Non-GAAP net incomeNon-GAAP net income$215,782 $180,593 $638,433 $537,726 Non-GAAP net income$227,814 $196,133 

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The following table reconciles GAAP net income per diluted share to non-GAAP net income per diluted share for the periods presented (in thousands, except per share data):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
GAAP net income per diluted shareGAAP net income per diluted share$0.95 $0.84 $2.69 $2.18 GAAP net income per diluted share$0.94 $0.75 
Amortization of acquired intangible assetsAmortization of acquired intangible assets0.06 0.06 0.19 0.18 Amortization of acquired intangible assets0.07 0.06 
Stock-based compensationStock-based compensation0.30 0.28 0.89 0.85 Stock-based compensation0.33 0.29 
Amortization of capitalized stock-based compensation and capitalized interest expenseAmortization of capitalized stock-based compensation and capitalized interest expense0.05 0.05 0.15 0.16 Amortization of capitalized stock-based compensation and capitalized interest expense0.05 0.05 
Restructuring charge (benefit)— — 0.06 0.04 
Acquisition-related costs0.01 — 0.01 0.01 
Legal settlements— — — — 
Restructuring chargeRestructuring charge0.04 0.06 
Transformation costs— — — 0.03 
Amortization of debt discount and issuance costsAmortization of debt discount and issuance costs0.09 0.07 0.29 0.19 Amortization of debt discount and issuance costs0.10 0.10 
Gain on investments— — — — 
Loss from equity method investment— 0.01 0.01 0.01 
Income tax effect of above non-GAAP adjustments and certain discrete tax itemsIncome tax effect of above non-GAAP adjustments and certain discrete tax items(0.17)(0.21)(0.42)(0.37)Income tax effect of above non-GAAP adjustments and certain discrete tax items(0.16)(0.12)
Adjustment for shares(1)
Adjustment for shares(1)
0.02 — 0.02 — 
Adjustment for shares(1)
0.01 — 
Non-GAAP net income per diluted share (2)
Non-GAAP net income per diluted share (2)
$1.31 $1.10 $3.89 $3.26 
Non-GAAP net income per diluted share (2)
$1.38 $1.20 
Shares used in GAAP diluted per share calculations166,519 164,558 164,990 164,788 
Shares used in GAAP per diluted share calculationsShares used in GAAP per diluted share calculations165,688 163,684 
Impact of benefit from note hedge transactions(1)
Impact of benefit from note hedge transactions(1)
(1,732)— (795)— 
Impact of benefit from note hedge transactions(1)
(954)— 
Shares used in non-GAAP diluted per share calculations(1)
164,787 164,558 164,195 164,788 
Shares used in non-GAAP per diluted share calculations(1)
Shares used in non-GAAP per diluted share calculations(1)
164,734 163,684 

(1) Shares used in non-GAAP per diluted pershare calculations have been adjusted for the three and nine months ended September 30, 2020,March 31, 2021, for the benefit of our note hedge transactions. During the three months ended September 30, 2020,March 31, 2021, our average stock price was in excess of $95.10, which is the initial conversion price of our convertible senior notes due in 2025. See further discussion below.

(2) Amounts 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 our weighted average stock price is greater than $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
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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 losses on legal settlements; costs incurred related to endowments to the Akamai Foundation; transformation costs; foreign exchange gains and losses; interest expense; amortization of capitalized interest expense; certain gains and losses on investments; gainsincome and losses fromon equity method investments;investment; 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 periods presented (in thousands):

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
2020201920202019 20212020
Net incomeNet income$158,623 $137,890 $443,684 $358,935 Net income$155,695 $123,146 
Interest incomeInterest income(6,307)(7,908)(22,852)(22,953)Interest income(4,578)(7,043)
Provision (benefit) for income taxes8,801 (960)41,764 42,718 
Provision for income taxesProvision for income taxes11,898 14,292 
Depreciation and amortizationDepreciation and amortization100,644 92,525 294,992 270,265 Depreciation and amortization111,484 97,185 
Amortization of capitalized stock-based compensation and capitalized interest expenseAmortization of capitalized stock-based compensation and capitalized interest expense7,913 8,455 24,540 25,738 Amortization of capitalized stock-based compensation and capitalized interest expense8,598 8,589 
Amortization of acquired intangible assetsAmortization of acquired intangible assets10,340 9,624 31,155 28,871 Amortization of acquired intangible assets11,427 10,434 
Stock-based compensationStock-based compensation50,217 46,815 146,901 140,262 Stock-based compensation54,305 47,493 
Restructuring charge (benefit)21 (300)10,439 6,879 
Restructuring chargeRestructuring charge7,116 10,585 
Acquisition-related costsAcquisition-related costs1,051 219 1,189 1,194 Acquisition-related costs64 76 
Legal settlements— — 275 — 
Transformation costs— — — 5,527 
Interest expenseInterest expense17,324 12,127 51,778 32,689 Interest expense17,834 17,205 
Gain on investments— — — (440)
Loss from equity method investmentLoss from equity method investment559 1,388 1,674 1,388 Loss from equity method investment698 622 
Other expense, netOther expense, net2,158 752 7,869 1,259 Other expense, net817 4,108 
Adjusted EBITDAAdjusted EBITDA$351,344 $300,627 $1,033,408 $892,332 Adjusted EBITDA$375,358 $326,692 
Adjusted EBITDA marginAdjusted EBITDA margin44 %42 %44 %42 %Adjusted EBITDA margin45 %43 %

Impact of Foreign Currency Exchange Rates

Revenue and earnings from our international operations have historically been important contributors 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.

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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 September 30, 2020,March 31, 2021, our cash, cash equivalents and marketable securities, which primarily consisted of corporate bonds, totaled $2.6$2.5 billion. Factoring in the $2.3 billion in principal amount of convertible senior notes we have outstanding, our net cash at September 30, 2020March 31, 2021 was $254.1$153.6 million. We place our cash investments in instruments that meet high-quality credit standards, as specified in our investment policy. Our investment policy is also designed to limit 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, accounts payable and various accrued expenses, as well as changes
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in our capital and financial structure due to common stock repurchases, debt repayments and issuances, purchases and sales of marketable securities and similar events. We doTo date, we have not expect events related to the outbreak of COVID-19 to haveseen a material impact to our liquidity infrom events related to the near term;COVID-19 pandemic; however, we are continuing to monitor our customers' ability to pay as some of our customersthem may be unable to pay us for our services or may be unable to remit payments in a timely manner due to financial stresses the outbreakCOVID-19 pandemic may have caused them. We believe that, particularly in situations like these, our strong balance sheet and cash position are important competitive differentiators that provide the financial stability and flexibility to enable us to continue to make investments at opportune times.

As of September 30, 2020,March 31, 2021, we had cash and cash equivalents of $465.9$312.8 million held in accounts outside the U.S. The TCJATax Cuts and Jobs Act establishes a territorial tax system in the U.S., which provides companies with the potential ability to repatriate earnings with minimal U.S. federal income tax impact. As a result, our liquidity is not expected to be materially impacted by the amount of cash and cash equivalents held in accounts outside the U.S.

Cash Provided by Operating Activities

For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019(in thousands)20212020
Net incomeNet income$443,684 $358,935 Net income$155,695 $123,146 
Non-cash reconciling items included in net incomeNon-cash reconciling items included in net income538,375 524,256 Non-cash reconciling items included in net income205,023 188,498 
Changes in operating assets and liabilitiesChanges in operating assets and liabilities(58,152)(107,027)Changes in operating assets and liabilities(110,925)(88,401)
Net cash provided by operating activitiesNet cash provided by operating activities$923,907 $776,164 Net cash provided by operating activities$249,793 $223,243 

The increase in cash provided by operating activities for the nine-monththree-month period ended September 30, 2020,March 31, 2021, as compared to the same period in 2019,2020, was primarily due to increased profitability lower cash paid for taxes in 2020 and timing of vendor payments.payments from customers. The increase was partially offset by the timing of payments from customers.vendor payments.

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Cash Used in Investing Activities

For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019(in thousands)20212020
Cash received (paid) for business acquisition, net of cash acquired$106 $(121,409)
Cash (paid) received for business acquisition, net of cash acquiredCash (paid) received for business acquisition, net of cash acquired$(15,638)$106 
Cash paid for asset acquisitionCash paid for asset acquisition(36,376)— Cash paid for asset acquisition— (36,376)
Cash paid for equity method investment— (36,008)
Purchases of property and equipment and capitalization of internal-use software development costsPurchases of property and equipment and capitalization of internal-use software development costs(564,427)(428,411)Purchases of property and equipment and capitalization of internal-use software development costs(164,719)(215,429)
Net marketable securities activityNet marketable securities activity177,637 (494,237)Net marketable securities activity143,870 141,037 
Other investing activityOther investing activity(1,980)1,895 Other investing activity179 (76)
Net cash used in investing activitiesNet cash used in investing activities$(425,040)$(1,078,170)Net cash used in investing activities$(36,308)$(110,738)

The decrease in cash used in investing activities during the nine-monththree-month period ended September 30, 2020,March 31, 2021, as compared to the same period in 2019,2020, was driven by an increasea decrease in purchases of marketable securities with the proceeds from our August 2019 issuance of convertible senior notes. Additionally, the 2019 period included cash paid for our acquisition of Janrain, Inc.acquisitions and our investment in GO-NET. These were partially offset by increased purchases of property and equipment in support ofas we expanded our network growth.in 2020.

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Cash (Used in) Provided byUsed in Financing Activities

For the Nine Months
Ended September 30,
For the Three Months
Ended March 31,
(in thousands)(in thousands)20202019(in thousands)20212020
Activity related to convertible senior notes$— $318,554 
Activity related to stock-based compensationActivity related to stock-based compensation(31,487)(17,912)Activity related to stock-based compensation(42,536)(31,289)
Repurchases of common stockRepurchases of common stock(121,078)(291,788)Repurchases of common stock(58,241)(80,550)
Other financing activities— (1,558)
Net cash (used in) provided by financing activities$(152,565)$7,296 
Net cash used in financing activitiesNet cash used in financing activities$(100,777)$(111,839)

CashThe decrease in cash used in financing activities increased during the nine-monththree-month period ended September 30, 2020,March 31, 2021, as compared to the same period in 2019, due to $1.1 billion2020, was primarily the result of proceeds received in 2019 from our convertible notes due in 2027 partially offset by the repayment of $690 million in convertible senior notes due in February 2019 and fewerdecreased share repurchases in 2020.

repurchases. Effective November 2018, our Boardboard of Directorsdirectors authorized a $1.1 billion share repurchase program through December 2021. Our goals for the share repurchase program are to offset the dilution created by our employee equity compensation programs and provide the flexibility to return capital to shareholders as business and market conditions warrant. As of March 31, 2021, $513.7 million remains available for future share repurchases under this repurchase program.

During the nine-monththree-month period ended September 30, 2020,March 31, 2021, we repurchased 1.30.6 million shares of common stock at a weighted average price of $95.88$98.39 per share for an aggregate of $121.1$58.2 million. As of September 30, 2020, $644.4 million remains available for future share repurchases. The timing and amount of any future share repurchases will be determined by our management based on its evaluation of market conditions and other factors.

Convertible Senior Notes

In August 2019, we issued $1,150.0 million in principal amount 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 principal amount 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 principal amount of convertible senior notes due in 2019.

In February 2014, we issued $690.0 million in principal amount of convertible senior notes due 2019 and entered into related convertible note hedge and warrant transactions. We repaid the full principal amount due in cash in February 2019, as the notes matured and no conversions occurred.

The terms of the notes and hedge transactions are discussed more fully in Note 7 to the consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

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 to finance working capital needs and for general corporate purposes. The facility provides for an
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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.

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 each case with such spread being determined based on our consolidated leverage 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 September 30, 2020. 
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March 31, 2021. 

Liquidity Outlook

Based on our present business plan, we expect our current cash, cash equivalents and marketable securities balances and our forecasted cash flows from operations to 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, opportunistic business acquisitions, anticipated share repurchases, lease and purchase commitments and settlements of other long-term liabilities.

Contractual Obligations

Our principal commitments consist of service agreements with various vendors for bandwidth usage, obligations under leases with co-location facilities for data center capacity, obligations under leases for office space and open vendor purchase orders. Our minimum commitments related to bandwidth usage and co-location leases may vary from period to period depending on the timing and length of contract renewals with our vendors. As of September 30, 2020,March 31, 2021, there have been no significant changes in our future non-cancelable minimum payments under these commitments from those reported in our annual report on Form 10-K for the year ended December 31, 2019,2020, other than normal period-to-period variations.

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 also Note 13 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 20192020 for further discussion of these indemnification agreements. The fair value of guarantees issued or modified during the ninethree months ended September 30, 2020March 31, 2021 was determined to be immaterial.

As of September 30, 2020,March 31, 2021, we did not have any additional material off-balance sheet arrangements.

Significant Accounting Policies and Estimates

See Note 1 to the consolidated financial statements included elsewhere in this quarterly report on Form 10-Q for information regarding recent and newly adopted accounting pronouncements. See also Note 2 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.2020. There have been no material changes to our significant accounting policies and estimates from those reported in our annual report on Form 10-K for the year ended December 31, 2019.2020.

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Item 3. 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.

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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 our 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 income,expense, net. Foreign currency transaction gains and losses from these forward contracts were determined to be immaterial during the ninethree months ended September 30, 2020.March 31, 2021. 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.

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 September 30, 2020 andMarch 31, 2021, there was one customer with an accounts receivable balance greater than 10% of our accounts receivable. As of December 31, 2019,2020, no customer had an accounts receivable balance greater than 10% of our accounts receivable. We believe that at September 30, 2020,March 31, 2021, the concentration of credit risk related to accounts receivable was insignificant.

Item 4. 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 September 30, 2020.March 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 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
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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 September 30, 2020,March 31, 2021, 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.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 30, 2020March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.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.

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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 quarterly report on Form 10-Q or presented elsewhere by management from time to time. We have updatednot made any material changes to the following risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019 to reflect the actual2020.

Financial and potential impact of the novel coronavirus outbreak or similar events on our business: We may face slowing revenue growth which could negatively impact our profitability and stock price; 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; Our 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; If we do not continue to develop new solutions that are attractive to enterprises, our revenues and operating results could be adversely affected; Cybersecurity breaches and attacks on us, as well as steps we need to take to prevent them, could lead to significant costs and disruptions that harm our business, financial results and reputation; We face risks associated with global operations that could harm our business; Defects or disruptions 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 failure to effectively manage our operations as our business evolves could harm us; 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 stock price has been, and may continue to be, volatile, and your investment could lose value; We may have exposure to greater-than-anticipated tax liabilities; and 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.Operational Risks

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.decline, which could negatively impact our profitability and stock price. Our revenue depends on the amount of traffic we deliver, continued growth in demand for our performance and security solutions and our ability to maintain the prices we charge for them. Our traditional

We experienced a significant increase in revenue from our media solutions in 2020 due in large part to greater consumption of online media and games during the COVID-19 pandemic and associated stay-at-home orders across the globe. Numerous other factors impact our 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 particularlyas compared to those offered by companies that do not use our Mediasolutions;
variation in the popularity of online gaming;
media and Web Performanceother customers utilizing their own data centers and implementing delivery approaches that limit or eliminate reliance on third-party providers like us; and
general macro-economic and geopolitical conditions and industry pressures.

We saw the rate of growth in traffic levels on our network begin to stabilize in the fourth quarter of 2020. Accordingly, we do not expect traffic growth in 2021 to continue at the same levels we saw in 2020 absent other significant industry developments.

We have experienced significant growth in revenue from our security solutions in recent years. To maintain or accelerate growth in security revenue, we must increase our industry recognition as a security solutions provider and develop new solutions in a rapidly-changing environment where security threats are subjectconstantly evolving. We must also ensure that our solutions operate effectively and are competitive with products offered by others.

We have experienced revenue declines in recent quarters from our web performance solutions and expect this trend to continue because of increasing pricing pressure in certain verticals and geographies due to competition and business conditions affecting many of our customers. This has increased In 2020, many of these customers faced significant disruptions to their business as a result of
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the difficulty of accelerating revenue growth. We have seen a significant increase in revenue from our media solutions so far this year; that rate of increase may be difficult to replicate in future periods if the increased media usage related tointernational public health emergency associated with the COVID-19 pandemic. The economic fallout from the pandemic has continued into 2021 and associated stay-at-home orderscould have consequences across the globe stabilizes or the amountmany industries, including additional bankruptcies, continued reductions in technology spending and economic recession. Any of traffic onthese circumstances would negatively impact our network otherwise does not grow at rates similar to those we enjoyed in the first three quarters half of this year. revenues.

Our ability to increase our overall revenue also depends on many other factors including how well we can:
increase traffic on our network;
retain existing customers, and sell new and additional products to them;including maintaining the levels of existing services they buy;
attractupsell new solutions to existing customers;
expand our customer base;
develop and sell innovative and appealing new solutions that are attractive to our current and potential customers and not easily replicable by competitors;solutions;
address potential commoditization of our delivery-based solutions, which can lead to lower prices and loss of customers to competitors;
counteract multi-vendor policies designedthat could cause customers to reduce their reliance on any particular provider, such as us;
handle other competitive threats to our business;
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, or from traditional overage billing models to ones that do not incorporate surcharges for usage above committed levels;
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, natural disasters and public unrest.

Many ofunrest on our customers are facing significant disruptionsability to their business as a result of the international public health emergency associated with the COVID-19 outbreak. Many sporting events that were to be broadcast over the Internet have been canceled or postponed, reducingsell, market and provide our anticipated revenues. In addition, we have renegotiated contract terms with numerous customers, including retailers, travel and hospitality companies and airlines, that are facing financial difficulty; those and other companies impacted by the pandemic may significantly reduce their purchases of our solutions or become unable to pay us for those they have committed to use. The economic fallout from the COVID-19 pandemic is likely to have far-reaching consequences across many other industries, which could lead to reduced spending by many other enterprises on technology solutions such as those we offer. Some of our American customers have filed for bankruptcy protection; an extended recession
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could lead to more bankruptcies among our customers. Any of these circumstances would negatively impact our revenues. Restrictions on travel could also make it more difficult for us to finalize customer contracts.

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

If we are unable to continueincrease revenues, our profitability and stock price could suffer.

Failure to increase the amount of traffic we deliver overcontrol expenses could reduce our network or otherwise increase revenue, it will be difficult to maintain or improveprofitability, which would negatively impact our current level of profitability without impacting our operations.stock price.

Maintaining or improving our profitability depends both on our ability to increase our revenue, even with the 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, including the significant traffic increases we have seen coincident with the COVID-19 outbreak and related changes in lifestyles and working situations, we have increased capital expenditures in recent quarters and expect to continue doing so in the near-term future. While it is always challenging to anticipate traffic growth, our ability to do so is even more limited now due to uncertainty about how long and at what levels the growth we have seen as a result of COVID-19 will continue. If such anticipated traffic growth does not materialize, our profitability will be negatively affected. 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 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;
global pandemics such as COVID-19; and
general economic conditions and industry pressures.

If we are unable to increase revenue through traffic growth or otherwise and limit expenses, our results of operations will 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.

OurIf we do not develop new solutions that are attractive to enterprises, our revenue and operating results could be adversely affected.

Innovation is important to our future success. In particular, as security solutions have become, and are expected to continue to be, an increasingly important part of our business, strategy dependswe must be particularly adept at developing new security services that meet the constantly-changing threat landscape. 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. Trying to innovate through acquisition can be costly and with uncertain prospects for success; we may find that attractive acquisition targets are too expensive for us to pursue which could cause us to pursue more time-consuming internal development. Continuing restrictions on the ability of our developers and other employees to source adequate transmission capacity and the servers we needwork in our facilities as a result of restrictions imposed by governments to operate our network; failure to have access to those resources could lead to loss of revenue and service disruptions.

Withcombat the COVID-19 pandemic Internet traffic has grown rapidlycould reduce their effectiveness including, for example, by making it more difficult for them to collaborate as effectively in 2020 due to stay-at-home orders across the globe or voluntary practices that limit in-person interactions and require remote work. Our ability to handle increased traffic is dependent in part upon transmission capacity provided by third party telecommunications network providers and availabilitydevelopment of co-location facilities to house our servers. We may be unable to purchase the bandwidth and space we need from these providers due to limitations on their resources or other reasons outside of our control. Inability to access facilities where we would like to install servers, or perform maintenance on existing servers, because of governmental restrictions on access due to stay-at-home orders or social distancing requirements impedes our ability to expand or maintain capacity. As a result, there can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly those under cyber-attack or impacted by pandemic-related events.new solutions. Failure to put in place the capacity we requiredevelop, on a cost-effective basis, innovative new or enhanced solutions that are attractive to operatecustomers and profitable to us could have a material detrimental effect on our business, effectively could result in a reduction in, or disruptionresults of service to our customersoperations, financial condition 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 and other needed equipment at attractive prices or at all. For example, it has been, and may continue to be, more difficult to purchase servers, component parts and other equipment that are manufactured in areas that face disruptions to operations due to unrest or other political activity, public health issues (such as the COVID-19 pandemic), safety issues, natural disasters or general economic conditions. Failure to have adequate server deployment could harm the quality of our services, which could lead to the loss of customers and revenue.
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cash flows.

If we are unable to compete effectively and adapt to changing market conditions, 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: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.

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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;
leverage better name recognition, particularly in the security market;
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;ours, including at levels that may not be profitable;
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.

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 securities 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 develop new solutions that are attractive to enterprises, our revenues and operating results could be adversely affected.

Innovation is important to our revenue growth and profitability. We must develop 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
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and competitors are 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. Similarly, trying to innovate through acquisition can be costly and with uncertain prospects for success. If we choose to cut research and development expenses to increase our profitability, investment in innovation could suffer and limit our development of new products. Restrictions on the ability of our developers and other employees to work in our facilities as a result of restrictions imposed by governments to combat the COVID-19 pandemic could reduce their effectiveness including, for example, by making it more difficult for them to collaborate as effectively in the development of new solutions. Failure to develop, on a cost-effective basis, innovative new or enhanced solutions that are attractive to customers and profitable to us could have a material detrimental effect on our business, results of operations, financial condition and cash flows.

We and 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; network suppliers no longer seeking to work with us; and large technology companies that previously did not appear to show interest in the markets we seek to address entering into those markets as our competitors. With this constantly changing environment, we may face operational difficulties in adjusting to the changes or our core strategies could become obsolete. Any of these developments could harm our business.

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 our 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.

Cybersecurity breaches and attacks on us, as well as steps we need to take to in an effort to prevent them, could lead to significant costs and disruptions that would harm our business, financial results and reputation.

TheWe regularly face attempts to gain unauthorized access or deliver malicious software to the Akamai Intelligent Edge Platform transmits and stores both our and our customers' information, data, and encryption keys; customer information and data may, in turn, include personal data of and about individuals. Maintaining the security of the information we hold and of our solutions, network and internal IT systems, which include hundredswith the goal of thousandsstealing proprietary information related to our business, products, employees and customers; disrupting our systems and services or those of servers, is a critical issue for us and our customers. Internet-based attacks on our customers or others; or demanding ransom to
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return control of such systems and our own network are frequent andservices. These attempts take a variety of forms, that evolve over time, including distributed denialDistributed Denial of service, or DDoS,Service attacks, infrastructure attacks, botnets, malicious file uploads, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms and malicious software programs. There could be attempts to infiltrate our systems through our supply chain and contractors. Malicious actors alsoare known to attempt to fraudulently induce employees orand suppliers to disclose sensitive information through illegal electronic spamming, phishing or other tactics. In addition, unauthorizedOther parties may attempt to gain unauthorized physical access to our facilities in order to infiltrate our internal-use information systems. CyberthreatsTo date, cyber threats and other attacks have not resulted in any material adverse impact to our business or operations, but such threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them.

The complexities in managing the security profile of a distributed network with vast scale and geographic reach that evolves to incorporate new capabilities expose us to both known and unknown vulnerabilities. These vulnerabilities, resident in either software or configurations, may persist for extended periods of time. Our ability to detect vulnerabilities could be particularly limited during extraordinary events, such as the COVID-19 pandemic, where more workersstaff are working remotely and dealing with unusual distractions. 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 risks 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 target our systems.

To defend against security threats toprotect our internal IT systemscorporate and cloud-based services,deployed networks, 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.

BreachesAny actual, alleged or perceived breach of network security in our facilities, network,systems or networks, or any other actual, alleged or perceived data security incident we or our third-party suppliers suffer, could among other things:

disrupt the security of our systems and business applications;
impair our ability to provide solutionsresult in damage to our reputation; negative publicity; loss of channel partners, customers and protect their data;
result in product development delays;
compromise confidential or technical business information, thereby harming our reputation orsales; loss of competitive position;
result in theft or misuse of our intellectual property or other assets;
expose usadvantages; increased costs to lawsuits, fines or other penalties under privacy lawsremedy any problems and otherwise respond to any incident; regulatory investigations and enforcement actions; costly litigation; and other regulations;
require usliability. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to allocate more resourcesprevent actual or perceived security breaches and other security incidents, as well as the costs to improved technologies; or
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otherwise adversely affect our business.

comply with any notification obligations resulting from any security incidents. Any of these occurrencesnegative outcomes could have a material detrimental effect onadversely impact the market perception of 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, content liability and restrictions on social media or other content could pose risks to our revenues, intellectual property,solutions and customer relationships as well as increase expenses or create other disadvantages toand investor confidence in 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 revenuescompany 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, reputationalotherwise seriously 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 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 ability to innovate or offer certain features and functionality in some jurisdictions where we operate. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged non-compliant 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 business 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 in foreign 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;
becoming subject to regulatory oversight, which may become more likely as governments exercise more oversight of the Internet in times of crisis such as the COVID-19 pandemic or under other circumstances;
corporate and personal liability for alleged or actual violations of laws and regulations;
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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;
geo-political developments that impact our customers' ability to operate or deliver traffic in a country, such as regulations recently adopted in India to prevent certain applications from being served there and announced U.S. regulations restricting delivery of certain Chinese applications;
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.

Actions taken to address the COVID-19 pandemic have made, and are expected to continue to make, it more difficult for us to manage international operations, including as a result of travel restrictions on us and our customers. Geo-political events such as the United Kingdom's withdrawal from the European Union, commonly referred to as Brexit, may impact our business in different parts of the world. 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 developments could be disruptive to our operations and business relationships in affected regions. We also face the risk of lost revenues due to potential sanctions that may be imposed by the U.S. government against doing business with certain non-U.S. persons and entities. Trade disputes and unrest and other political activity, public health emergencies such as the COVID-19 outbreak, 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 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 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 financialoperating 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 result, 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 disruptions 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 periodically 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
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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 reputation, increased expenses and delayed payments and be exposed to legal actions by our customers.

An increasing portion of our revenue is derived from sales of security solutions. Defects in our security solutions could lead to negative publicity, loss of business, damages payments to customers and other negative consequences. As our solutions are adopted by an increasing number of enterprises and governments, it is possible that the individuals and organizations behind advanced malware attacks will specifically focus on finding ways to defeat our products and services. If they are successful, we could experience a serious impact on our reputation as a provider of security solutions.

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
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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, 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. In addition, we could face strains on, or failures of, our internal IT systems if the COVID-19 pandemic persists for a longer period or governmental restrictions limit the ability of our command center personnel to work in our physical locations. 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.

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 U.S. Our operations in foreign countries subject us to risks 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, including uncertainty as a result of local laws and lack of legal precedent;
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;
becoming subject to regulatory oversight;
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, cultural differences or regulations such as those implemented in connection with the COVID-19 pandemic;
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;
geopolitical developments that impact our customers’ ability to operate or deliver content to a country;
other circumstances outside of our control such as trade disputes, political unrest, public health emergencies such as the COVID-19 pandemic and natural disasters that could disrupt our ability to provide services or limit customer purchases of them;
reliance on channel partners over which we have limited control or influence on a day-to-day basis; and
potentially adverse tax consequences.

We are subject to laws and regulations worldwide that differ among jurisdictions, affecting our operations in areas such as intellectual property ownership and infringement; tax; anti-corruption; foreign exchange controls and cash repatriation; data privacy; competition; and employment. Compliance with such requirements can be onerous and expensive and may otherwise impact our business operations negatively. Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers or agents will not violate such laws or our policies. Violations of these laws and regulations can result in fines; criminal sanctions against us, our officers or our employees; prohibitions on the conduct of our business; and damage to our reputation. See also the risk factor captioned Other regulatory developments could negatively impact our businessbelow.

Our 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.

To operate our network, we are dependent in part upon transmission capacity provided by third-party telecommunications network providers and availability of co-location facilities to house our servers. We may be unable to purchase the bandwidth and space we need from these providers due to limitations on their resources or other reasons outside of our control. Inability to access facilities where we would like to install servers, or perform maintenance on existing servers, because of governmental restrictions on access due to stay-at-home orders or social distancing requirements during pandemics or other events impedes our ability to expand or maintain capacity. As a result, there can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly those under cyber-attack or impacted by pandemic-type events. 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.

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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 and other needed equipment at attractive prices or at all. For example, from time to time, it has been, and may continue to be, more difficult to purchase servers, component parts and other equipment that are manufactured in areas that face disruptions to operations due to unrest or other political activity, public health issues (such as the COVID-19 pandemic), safety issues, natural disasters or general economic conditions. Failure to have adequate server deployment could harm the quality of our services, which could lead to the loss of customers and revenue.

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 businesses;
potential disruption of our ongoing business;
potential distraction of management;
diversion of business resources from core operations;
financial consequences, including an increase insuch as increased operating expenses and other dilutive effects on our earnings;earnings, particularly in the current environment where we have seen escalating valuations of many technology companies;
assumption of legal risks related to 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
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 any future 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.

50If 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.

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Our future success depends upon the services of Contentsour 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. None of our officers or key employees is bound by an employment agreement for any specific term, and members of our senior management have left our company over the years for a variety of reasons. The loss of the services of a significant number of our employees or any of our key employees or our inability to attract and retain new talent may be disruptive to our operations and overall business.

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. With the restrictions on businesses intended to curb the spread of the
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COVID-19 virus, mostnearly all of our employees worldwide have been working remotely since the first quarter of 2020.2020; we expect this situation to continue through much of 2021. A long-termlonger-term continuation of these restrictions could, among other things, negatively impact employee morale and productivity, inhibit our ability to hire and train new employees and impede our ability to support customers at the levels they expect. As a result, our business could suffer.

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. In February 2021, we announced a significant reorganization to create two new business groups linked to our security and edge delivery technologies as well as establishing a unified global sales force. 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.

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. 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, or MATB, contesting adverse audit findings relating to our eligibility to claim certain tax benefits and exemptions. In July 2020, the MATB ruled in our favor; however the decision is eligible for appeal by the Massachusetts Department of Revenue. If the ultimate outcome of the potential appeal and other audits are adverse to us, our reserves may not be adequate to cover our total actual 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.

Fluctuations in foreign currency exchange rates affect our reported 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 result, 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.

If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual reported 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, capitalization of internal-use software development costs, investments, contingent obligations, allowance for current expected credit losses, 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 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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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 may 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.

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 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.

Legal and Regulatory Risks

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

Laws and regulations that apply to the internet related to privacy and data localization could pose risks to our revenues, intellectual property and customer relationships, as well as increase expenses or create other disadvantages to our business.

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. 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.

Engineering efforts to build new capabilities to facilitate compliance with data localization and privacy laws could require us to take on substantial expense and divert engineering resources from other projects. We might experience reduced demand for our offerings if we are unable to retainengineer products that meet our key employeeslegal 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 hireregulations 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 retain qualified sales, technical, marketingfuture product development opportunities. Our ability to use data in this way may be constrained by regulatory developments. Compliance with applicable laws and support personnel,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 other firms. Compliance with data regulations might limit our ability to compete could be harmed.innovate or offer certain features and functionality in some jurisdictions where we operate. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged non-compliant activity, as well as negative publicity and diversion of management time and effort.
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Our future success depends uponAlthough we take steps intended to improve the servicessecurity controls across our business 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 customers or end users, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue.

Other regulatory developments could negatively impact our business.

Laws and regulations that apply to the internet related to, among other things, content liability, security requirements, law enforcement access to information, data localization requirements 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. Section 230 of the U.S. Communications Decency Act, often referred to as Section 230, gives websites that host user-generated content broad protection from legal liability for content posted on their sites. Proposals to repeal or amend Section 230 could expose us to greater legal liability in the conduct of our executive officersbusiness. Our Acceptable Use Policy prohibits customers from using our network to deliver illegal or inappropriate content; if customers violate that policy, we may nonetheless face reputational damage or lawsuits related to their content. Regulations have been enacted or proposed in a number of countries that limit the delivery of certain types of content into those countries; these include restrictions adopted in India in 2020 prohibiting access to identified Chinese applications (which caused a reduction in revenue to us) and other key technology, sales, marketing and support personnel who have critical industry experience and relationships. There is significant competition for talented individualsproposed regulations in the regionsU.S. on delivery of certain Chinese mobile applications. Enactment and expansion of such laws and regulations would negatively impact our revenues. Interpretations of laws or regulations that would subject us to regulatory supervision or, in which our primary offices are located, which affects both our abilitythe alternative, require us to retain key employeesexit a line of business or a country, could lead to loss of significant revenues and hire new ones. Nonehave a negative impact on the quality of our officerssolutions. As noted with privacy compliance above, engineering efforts to build new capabilities to facilitate compliance with law enforcement access requirements, content access restrictions, or key employees is bound by an employment agreement for any specific term,other regulations could require us to take on substantial expense and members ofdivert engineering resources from other projects. These circumstances could harm our senior management have left Akamai over the years for a variety of reasons. If restrictions on activities imposed by governments across the world as a result of the COVID-19 pandemic persist for an extended period, we may have difficulty fully addressing our hiring needs due to associated logistical and other issues. The loss of the services of a significant number of our employees or any of our key employees (including as a result of health issues related to the COVID-19 pandemic) or our inability to attract and retain new talent may be disruptive to our operations and overall business.profitability.

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 have become increasingly subject to intellectual property infringement and other claims and related litigation. We have also agreed to indemnify our customers and channel and strategic partners if our solutions infringe or misappropriate specified intellectual property rights; 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 solutions 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 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;
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.

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

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.protection, particularly in some regions outside the United States. 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 solutions 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
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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 affectLitigation may adversely impact our business.

CertainFrom time to time, we are or may become involved in various legal proceedings relating to matters incidental to the ordinary course of our offerings use software that is subject to open-source licenses. Open-source code is software that is freely accessible, usablebusiness, including patent, commercial, product liability, breach of contract, employment, class action, whistleblower 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 expensivelitigation and divert resources away from our development efforts.claims, and governmental and other regulatory investigations and proceedings. 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,under our charter, we could be required to makeindemnify and advance expenses to our directors and officers in connection with their involvement in certain of our key software available at no cost. Furthermore, open-source software may have security flawsactions, suits, investigations and other deficienciesproceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable and may not be covered by insurance, there can be no assurance that the results of any litigation matters will not have an adverse impact on our business, results of operations, financial condition or cash flows.

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

The long-term effects of climate change on the global economy and our industry in particular remain unknown. Changes in weather where we operate may increase the costs of 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-efficient and comply with any new regulations could make our solutionsus less reliableprofitable 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 business.reputation.

Investment-Related Risks

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 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;
announcements by competitors;
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 macro-economic factors;
repurchases of shares of our common stock;
successful cyber-attacks affecting our network or systems;
performance by other companies in our industry; and
geopolitical conditions such as acts of terrorism, military conflicts or global pandemics.

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 respect 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"“pay-as-you-go” approach, which could make it easier for customers to reduce the amount of business 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
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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 affected companies. These broad stock market fluctuations may adversely affect the market price of our common stock, regardless of our 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 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.

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. 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, or MATB, contesting adverse audit findings relating to our eligibility to claim certain tax benefits and exemptions. In July 2020, the MATB ruled in our favor. The ruling is subject to appeal.If the ultimate outcome of our appeal and other audits are adverse to us, our reserves may not be adequate to cover our total actual 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 be 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,
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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 the date of this report, we had total principal amount of $1,150.0 million of convertible senior notes outstanding due in 20272025, and we had total principal amount of $1,150.0 million of convertible senior notes outstanding due in 2025.2027. 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. Although the terms of our credit facility include certain financial ratios that potentially limit our future indebtedness, the terms of the notes do not do so. If we incur significantly more debt, this could intensify the risks described above.

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

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

The long-term effects of climate change on the global economy and our industry in particular remain unknown. Changes in weather where we operate may increase the costs of 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-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.

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:

our Boardboard of Directorsdirectors having the right to elect directors to fill a vacancy created by the expansion of the Boardboard of Directorsdirectors or the resignation, death or removal of a director;
stockholders needing to provide advance notice to nominate individuals for election to the Boardboard of Directorsdirectors or to propose matters that can be acted upon at a stockholders' meeting; and
the ability of our Boardboard of Directorsdirectors to issue, without stockholder approval, shares of undesignated preferred stock.
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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 Boardboard of Directorsdirectors could rely on Delaware law to prevent or delay an acquisition of us.

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.

55We 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 be 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.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities
 
The following is a summary of our repurchases of our common stock in the thirdfirst quarter of 20202021 (in thousands, except share and per share data):

Period (1)
(a) Total Number of Shares Purchased (2)
(b) Average Price Paid per Share (3)
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (4)
(d) Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
July 1, 2020 – July 31, 2020— $— — $657,601 
August 1, 2020 – August 31, 202050,566 109.52 50,566 652,063 
September 1, 2020 – September 30, 202069,431 110.33 69,431 644,403 
Total119,997 $109.99 119,997 $644,403 
Period (1)
(a) Total Number of Shares Purchased (2)
(b) Average Price Paid per Share (3)
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (4)
(d) Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
January 1, 2021 – January 31, 2021— $— — $571,892 
February 1, 2021 – February 28, 2021159,988 99.50 159,988 555,972 
March 1, 2021 – March 31, 2021431,975 97.97 431,975 513,651 
Total591,963 $98.39 591,963 $513,651 

(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)Effective November 2018, our Boardboard of Directorsdirectors authorized a $1.1 billion repurchase program through December 2021.

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Item 6. Exhibits

Exhibit 10.1
Exhibit 31.1  
Exhibit 31.2  
Exhibit 32.1  
Exhibit 32.2  
101.INS  Inline 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.SCH  Inline XBRL Taxonomy Extension Schema Document*
101.CAL  Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB  Inline XBRL Taxonomy Label Linkbase Document*
101.PRE  Inline XBRL Taxonomy Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.INS)

*Submitted electronically herewith

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2020March 31, 2021 and December 31, 2019,2020, (ii) Consolidated Statements of Income for the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, (iv) Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, (v) Consolidated Statements of Cash Flows for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 and (vi) Notes to Unaudited Consolidated Financial Statements.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Akamai Technologies, Inc.
November 6, 2020May 7, 2021By:/s/ Edward McGowan
Edward McGowan
Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)

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