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

FORM 8-K

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

Date of Report: July 30, 2014
(Date of earliest event reported)

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

Delaware
 
0-27275
 
04-3432319
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

8 Cambridge Center
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition

On July 30, 2014, Akamai Technologies, Inc. ("Akamai" or the "Company") announced its financial results for the fiscal quarter ended June 30, 2014. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

Exhibit No.
 
Description
99.1
 
Press release dated July 30, 2014





SIGNATURES

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

Dated:
July 30, 2014
 
AKAMAI TECHNOLOGIES, INC.
 
 
 
 
 
 
 
/s/ James Benson
 
 
 
James Benson
 
 
 
Chief Financial Officer






Exhibit Index

Exhibit No.
 
Description
99.1
 
Press release dated July 30, 2014







Exhibit 99.1 - Q2 2014
Exhibit 99.1


FOR IMMEDIATE RELEASE

Contacts:
Jeff Young
 
Tom Barth
Media Relations
 
Investor Relations
Akamai Technologies
 
Akamai Technologies
617-444-3913
 
617-274-7130
jyoung@akamai.com
 
tbarth@akamai.com


AKAMAI REPORTS SECOND QUARTER 2014 FINANCIAL RESULTS


Second quarter revenue of $476 million, up 26% year-over-year
Second quarter GAAP net income of $73 million, or $0.40 per diluted share, up 18% year-over-year
Second quarter non-GAAP net income* of $106 million, or $0.58 per diluted share, up 26% year-over-year


CAMBRIDGE, Mass. July 30, 2014 – Akamai Technologies, Inc. (NASDAQ: AKAM), the leading provider of cloud services for delivering, optimizing and securing online content and business applications, today reported financial results for the second quarter ended June 30, 2014. Revenue for the second quarter of 2014 was $476 million, a 26% increase over second quarter 2013 revenue of $378 million.

"Akamai delivered an excellent second quarter with continued strong revenue, margins and earnings expansion.  Revenue growth remained solid across each geography and every solution category, with particularly strong performance in our Security and Media Delivery offerings," said Dr. Tom Leighton, Chief Executive Officer.  "We believe that our continued investments in support of our strategic goals will position us well to meet the needs of the rapidly-changing and fast-growing Internet ecosystem."

GAAP net income for the second quarter of 2014 was $73 million, or $0.40 per diluted share, slightly up from the prior quarter's GAAP net income, and an 18% increase over second quarter 2013 GAAP net income of $62 million, or $0.34 per diluted share.

Non-GAAP net income* for the second quarter of 2014 was $106 million, or $0.58 per diluted share, an increase from the prior quarter's non-GAAP net income of $105 million, and a 26% increase over second quarter 2013 non-GAAP net income of $84 million, or $0.46 per diluted share.

Adjusted EBITDA* for the second quarter of 2014 was $204 million, slightly up from the prior quarter's Adjusted EBITDA, and up from $166 million in the second quarter of 2013. Adjusted EBITDA margin* for the second quarter of 2014 was 43%, down two percentage points from the prior quarter and down a point from the same period last year.

GAAP income from operations for the second quarter of 2014 was $112 million, a decrease from the prior quarter's GAAP income from operations of $121 million, and up from $98 million in the second quarter of 2013.  GAAP operating margin for the second quarter of 2014 was 24%, down three percentage points from the prior quarter and down two points from the same period last year.

Non-GAAP income from operations* for the second quarter of 2014 was $156 million, a decrease from the prior quarter's non-GAAP income from operations of $159 million, and up from $129 million in the second quarter of 2013. Non-GAAP operating margin* for the second quarter of 2014 was 33%, down two percentage points from the prior quarter and down one point from the same period last year.

Cash from operations for the second quarter of 2014 was $200 million, or 42% of revenue. The Company had $1.5 billion of cash, cash equivalents and marketable securities as of June 30, 2014.

1



During the second quarter of 2014, under the share repurchase program authorized by the Board of Directors in October 2013, the Company spent approximately $71 million to repurchase 1.3 million shares of its common stock, at an average price of $54.89 per share. The Company had approximately 178 million shares of common stock outstanding as of June 30, 2014.


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


Quarterly Conference Call
Akamai will host a conference call today at 4:30 p.m. ET that can be accessed through 1-800-510-9691 (or 1-617-614-3453 for international calls) and using passcode No. 89744996. A live Webcast of the call may be accessed at www.akamai.com in the Investor section. In addition, a replay of the call will be available for one week following the conference through the Akamai Website or by calling 1-888-286-8010 (or 1-617-801-6888 for international calls) and using passcode No. 92037842.

About Akamai
Akamai® is the leading provider of cloud services for delivering, optimizing and securing online content and business applications.  At the core of the Company's solutions is the Akamai Intelligent Platform™ providing extensive reach, coupled with unmatched reliability, security, visibility and expertise.  Akamai removes the complexities of connecting the increasingly mobile world, supporting 24/7 consumer demand, and enabling enterprises to securely leverage the cloud.  To learn more about how Akamai is accelerating the pace of innovation in a hyperconnected world, please visit www.akamai.com or blogs.akamai.com, and follow @Akamai on Twitter.



2


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)
June 30,
2014
 
December 31, 2013
ASSETS
 
 
 
Cash and cash equivalents
$
254,165

 
$
333,891

Marketable securities
502,608

 
340,005

Accounts receivable, net
325,385

 
271,988

Prepaid expenses and other current assets
88,047

 
62,096

Deferred income tax assets
29,462

 
21,734

Current assets
1,199,667

 
1,029,714

Property and equipment, net
536,637

 
450,287

Marketable securities
735,629

 
573,026

Goodwill and acquired intangible assets, net
1,198,265

 
834,797

Deferred income tax assets
2,317

 
2,325

Other assets
96,142

 
67,536

Total assets
$
3,768,657

 
$
2,957,685

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Accounts payable and accrued expenses
$
229,180

 
$
224,095

Other current liabilities
54,112

 
39,071

Current liabilities
283,292

 
263,166

Convertible senior notes
595,385

 

Other liabilities
117,236

 
65,088

Total liabilities
995,913

 
328,254

Stockholders' equity
2,772,744

 
2,629,431

Total liabilities and stockholders' equity
$
3,768,657

 
$
2,957,685


3


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months Ended

Six Months Ended
(in thousands, except per share data)
June 30, 2014

March 31, 2014

June 30, 2013

June 30, 2014

June 30, 2013
Revenue
$
476,035

 
$
453,502

 
$
378,106

 
$
929,537

 
$
746,152

Costs and operating expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (1) (2)
149,318

 
139,612

 
124,705

 
288,930

 
245,097

Research and development (1)
32,052

 
28,234

 
20,597

 
60,286

 
42,502

Sales and marketing (1)
91,462

 
81,065

 
67,825

 
172,527

 
130,515

General and administrative (1) (2)
81,880

 
76,161

 
61,351

 
158,041

 
116,731

Amortization of acquired intangible assets
8,403

 
6,848

 
5,734

 
15,251

 
11,794

Restructuring charges
569

 
735

 
391

 
1,304

 
822

Total costs and operating expenses
363,684

 
332,655

 
280,603

 
696,339

 
547,461

Income from operations
112,351

 
120,847

 
97,503

 
233,198

 
198,691

Interest income
1,740

 
1,639

 
1,477

 
3,379

 
3,085

Interest expense
(4,516
)
 
(1,941
)
 

 
(6,457
)
 

Other (expense) income, net
(899
)
 
(881
)
 
341

 
(1,780
)
 
209

Income before provision for income taxes
108,676

 
119,664

 
99,321

 
228,340

 
201,985

Provision for income taxes
35,790

 
46,864

 
37,426

 
82,654

 
68,603

Net income
$
72,886

 
$
72,800

 
$
61,895

 
$
145,686

 
$
133,382

 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
Basic
$
0.41

 
$
0.41

 
$
0.35

 
$
0.82

 
$
0.75

Diluted
$
0.40

 
$
0.40

 
$
0.34

 
$
0.80

 
$
0.73

 
 
 
 
 
 
 
 
 
 
Shares used in per share calculations:
 
 
 
 
 
 
 
 
 
Basic
178,081

 
178,705

 
177,891

 
178,393

 
177,895

Diluted
180,841

 
182,038

 
181,388

 
181,439

 
181,475


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

4


AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Three Months Ended
 
Six Months Ended
(in thousands)
June 30, 2014
 
March 31, 2014
 
June 30, 2013
 
June 30, 2014
 
June 30, 2013
Cash flows from operating activities:
 
 
 
 
 
 


 
 
Net income
$
72,886

 
$
72,800

 
$
61,895

 
$
145,686

 
$
133,382

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
58,712

 
53,516

 
44,126

 
112,228

 
86,501

Stock-based compensation
31,678

 
25,114

 
24,801

 
56,792

 
47,732

Provision for doubtful accounts
377

 
87

 
879

 
464

 
1,199

Excess tax benefits from stock-based compensation
(4,483
)
 
(15,178
)
 
(5,503
)
 
(19,661
)
 
(9,622
)
Provision for deferred income taxes
20,180

 
1,660

 

 
21,840

 

Amortization of debt discount and issuance costs
4,516

 
1,941

 

 
6,457

 

(Gain) loss on disposal of property and equipment
(177
)
 
215

 
380

 
38

 
309

Gain and other activity related to divestiture of a business

 

 
(1,093
)
 

 
(2,281
)
Loss on investments
393

 

 

 
393

 

Change in fair value of contingent consideration
300

 

 

 
300

 

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
 
 
 
 
 
 
 
 
 
Accounts receivable
(23,117
)
 
(18,137
)
 
(6,848
)
 
(41,254
)
 
(35,203
)
Prepaid expenses and other current assets
7,963

 
(20,961
)
 
(4,761
)
 
(12,998
)
 
(16,208
)
Accounts payable and accrued expenses
43,970

 
(22,511
)
 
28,223

 
21,459

 
23,695

Deferred revenue
(409
)
 
5,159

 
(1,613
)
 
4,750

 
6,612

Other current liabilities
132

 
1,287

 
(112
)
 
1,419

 
(223
)
Other non-current assets and liabilities
(12,697
)
 
4,031

 
690

 
(8,666
)
 
(1,605
)
Net cash provided by operating activities
200,224

 
89,023

 
141,064

 
289,247

 
234,288

Cash flows from investing activities:

 

 

 

 

Cash received (paid) for acquired businesses, net of cash acquired
115

 
(386,647
)
 
80

 
(386,532
)
 
80

Purchases of property and equipment and capitalization of internal-use software development costs
(70,519
)
 
(84,006
)
 
(76,520
)
 
(154,525
)
 
(137,349
)
Purchases of short- and long-term marketable securities
(204,648
)
 
(658,943
)
 
(164,525
)
 
(863,591
)
 
(309,875
)
Proceeds from sales and maturities of short- and long-term marketable securities
138,152

 
399,970

 
165,513

 
538,122

 
287,193

Proceeds from the sale of property and equipment
418

 
166

 
166

 
584

 
426

Other non-current assets and liabilities
2,442

 
(998
)
 
(362
)
 
1,444

 
(362
)
Net cash used in investing activities
(134,040
)
 
(730,458
)
 
(75,648
)
 
(864,498
)
 
(159,887
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the issuance of convertible senior notes, net
(868
)
 
679,603

 

 
678,735

 

Proceeds from the issuance of warrants

 
77,970

 

 
77,970

 

Payment for bond hedge

 
(101,292
)
 

 
(101,292
)
 

Repayment of acquired debt and capital leases

 
(17,862
)
 

 
(17,862
)
 

Proceeds from the issuance of common stock under stock plans
13,670

 
44,329

 
17,897

 
57,999

 
28,261

Excess tax benefits from stock-based compensation
4,483

 
15,178

 
5,503

 
19,661

 
9,622

Employee taxes paid related to net share settlement of stock-based awards
(7,977
)
 
(26,271
)
 
(3,810
)
 
(34,248
)
 
(21,125
)
Repurchases of common stock
(71,344
)
 
(116,147
)
 
(42,504
)
 
(187,491
)
 
(82,782
)
Net cash (used in) provided by financing activities
(62,036
)
 
555,508

 
(22,914
)
 
493,472

 
(66,024
)
Effects of exchange rate changes on cash and cash equivalents
1,291

 
762

 
(2,912
)
 
2,053

 
(5,501
)
Net increase (decrease) in cash and cash equivalents
5,439

 
(85,165
)
 
39,590

 
(79,726
)
 
2,876

Cash and cash equivalents at beginning of period
248,726

 
333,891

 
165,275

 
333,891

 
201,989

Cash and cash equivalents at end of period
$
254,165

 
$
248,726

 
$
204,865

 
$
254,165

 
$
204,865


5


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

 
Three Months Ended
 
Six Months Ended
(in thousands, except per share data)
June 30, 2014
 
March 31, 2014
 
June 30, 2013
 
June 30, 2014
 
June 30, 2013
Income from operations
$
112,351

 
$
120,847

 
$
97,503

 
$
233,198

 
$
198,691

Amortization of acquired intangible assets
8,403

 
6,848

 
5,734

 
15,251

 
11,794

Stock-based compensation
31,678

 
25,114

 
24,801

 
56,792

 
47,732

Amortization of capitalized stock-based compensation
2,016

 
1,928

 
1,978

 
3,944

 
3,879

Amortization of capitalized interest expense
18

 

 

 
18

 

Acquisition-related costs
792

 
3,392

 
31

 
4,184

 
368

Restructuring charges
569

 
735

 
391

 
1,304

 
822

Gain and other activity related to divestiture of a business

 

 
(1,093
)
 

 
(2,281
)
Operating adjustments
43,476

 
38,017

 
31,842

 
81,493

 
62,314

Non-GAAP income from operations
$
155,827

 
$
158,864

 
$
129,345

 
$
314,691

 
$
261,005

Non-GAAP operating margin
33
%
 
35
%
 
34
%
 
34
%
 
35
%
 
 
 
 
 
 
 
 
 
 
Net income
$
72,886

 
$
72,800

 
$
61,895

 
$
145,686

 
$
133,382

Operating adjustments (from above)
43,476

 
38,017

 
31,842

 
81,493

 
62,314

Amortization of debt discount and issuance costs
4,516

 
1,941

 

 
6,457

 

Loss on investments
393

 

 

 
393

 

Income tax-effect of above non-GAAP adjustments and certain discrete tax items
(15,721
)
 
(7,841
)
 
(9,726
)
 
(23,562
)
 
(18,452
)
Non-GAAP net income
105,550

 
104,917

 
84,011

 
210,467

 
177,244

 
 
 
 
 
 
 


 
 
Depreciation and amortization
48,275

 
44,740

 
36,414

 
93,015

 
70,828

Interest income
(1,740
)
 
(1,639
)
 
(1,477
)
 
(3,379
)
 
(3,085
)
Other expense (income)
506

 
881

 
(341
)
 
1,387

 
(209
)
Provision for GAAP income taxes
35,790

 
46,864

 
37,426

 
82,654

 
68,603

Income tax-effect of above non-GAAP adjustments and certain discrete tax items
15,721

 
7,841

 
9,726

 
23,562

 
18,452

Adjusted EBITDA
$
204,102

 
$
203,604

 
$
165,759

 
$
407,706

 
$
331,833

Adjusted EBITDA margin
43
%
 
45
%
 
44
%
 
44
%
 
44
%
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income per share:
 
 
 
 
 
 
 
 
 
Basic
$
0.59

 
$
0.59

 
$
0.47

 
$
1.18

 
$
1.00

Diluted
$
0.58

 
$
0.58

 
$
0.46

 
$
1.16

 
$
0.98

 
 
 
 
 
 
 
 
 
 
Shares used in non-GAAP per share calculations:
 
 
 
 
 
 
 
 
 
Basic
178,081

 
178,705

 
177,891

 
178,393

 
177,895

Diluted
180,841

 
182,038

 
181,388

 
181,439

 
181,475





6


AKAMAI TECHNOLOGIES, INC.
SUPPLEMENTAL FINANCIAL DATA

 
Three Months Ended
 
Six Months Ended
(in thousands, except end of period statistics)
June 30, 2014
 
March 31, 2014
 
June 30, 2013
 
June 30, 2014
 
June 30, 2013
Revenue by solution category:
 
 
 
 
 
 
 
 
 
Media Delivery Solutions
$
216,174

 
$
214,833

 
$
179,418

 
$
431,007

 
$
360,606

Performance and Security Solutions
217,415

 
197,977

 
167,881

 
415,392

 
324,523

Service and Support Solutions
42,446

 
40,692

 
31,429

 
83,138

 
58,894

Advertising Decision Solutions and Other

 

 
(622
)
 

 
2,129

Total revenue
$
476,035

 
$
453,502

 
$
378,106

 
$
929,537

 
$
746,152

 
 
 
 
 
 
 
 
 
 
Stock-based compensation:
 
 
 
 
 
 
 
 
 
Cost of revenue
$
3,076

 
$
2,795

 
$
2,718

 
$
5,871

 
$
5,345

Research and development
5,061

 
4,477

 
3,867

 
9,538

 
8,236

Sales and marketing
12,796

 
10,532

 
9,799

 
23,328

 
19,230

General and administrative
10,745

 
7,310

 
8,417

 
18,055

 
14,921

Total stock-based compensation
$
31,678

 
$
25,114

 
$
24,801

 
$
56,792

 
$
47,732

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
 
 
 
Network-related depreciation
$
38,496

 
$
36,665

 
$
30,299

 
$
75,161

 
$
59,219

Other depreciation and amortization
9,779

 
8,075

 
6,115

 
17,854

 
11,609

Depreciation of property and equipment
48,275

 
44,740

 
36,414

 
93,015

 
70,828

Capitalized stock-based compensation amortization
2,016

 
1,928

 
1,978

 
3,944

 
3,879

Capitalized interest expense amortization
18

 

 

 
18

 

Amortization of acquired intangible assets
8,403

 
6,848

 
5,734

 
15,251

 
11,794

Total depreciation and amortization
$
58,712

 
$
53,516

 
$
44,126

 
$
112,228

 
$
86,501

 
 
 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
$
50,963

 
$
59,283

 
$
54,369

 
$
110,246

 
$
100,847

Capitalized internal-use software development costs
28,265

 
24,701

 
18,129

 
52,966

 
35,127

Capitalized stock-based compensation
3,943

 
3,784

 
3,245

 
7,727

 
6,183

Capitalized interest expense
597

 
237

 

 
834

 

Total capital expenditures*
$
83,768

 
$
88,005

 
$
75,743

 
$
171,773

 
$
142,157

 
 
 
 
 
 
 
 
 
 
Net increase in cash, cash equivalents and marketable securities
$
73,001

 
$
172,479

 
$
35,978

 
$
245,480

 
$
23,172

 
 
 
 
 
 
 
 
 
 
End of period statistics:
 
 
 
 
 
 
 
 
 
Number of employees
4,558

 
4,290

 
3,453

 
 
 
 
Number of deployed servers
154,079

 
149,553

 
137,788

 
 
 
 

* See Use of Non-GAAP Financial Measures below for a definition

7


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

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

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

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

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

Stock-based compensation and amortization of capitalized stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to Akamai's employees and executives, the expense varies with changes in the stock price and market conditions at the time of grant, varying valuation methodologies, subjective assumptions and the variety of award types. This makes the comparison of Akamai's current financial results to previous and future periods difficult to interpret; therefore, Akamai believes it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation in order to better understand the performance of Akamai's core business performance and to be consistent with the way investors evaluate its performance and comparison of its operating results to peer companies.

Restructuring charges – Akamai has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and estimated costs of exiting facility lease commitments. Akamai excludes these items from non-GAAP financial measures when evaluating its continuing business performance as such items are not consistently recurring and do not reflect expected future operating expense, nor provide meaningful insight into the fundamentals of current or past operations of its business.

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

Gains and other activity related to divestiture of a business – Akamai recognized a gain and other activity related to the divestiture of its Advertising Decision Solutions business. Akamai excludes gains and other activity related to divestiture of a business from non-GAAP financial measures because transactions of this nature occur infrequently and are not considered part of Akamai's core business operations.


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

Loss on investments – Akamai has incurred losses from the impairment of certain investments. Akamai believes excluding these amounts from non-GAAP financial measures is useful to investors as they occur infrequently, are not representative of Akamai's core business operations or meaningful in evaluating Akamai’s business results.

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 release of valuation allowances), if any. Akamai believes that applying the non-GAAP adjustments and their related income tax effect allows Akamai to more properly reflect the income attributable to its core operations.  

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

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

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

Non-GAAP net income GAAP net income adjusted for the following tax-effected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; restructuring charges; acquisition-related costs; certain gains and losses on investments; gains and other activity related to divestiture of a business; loss on early extinguishment of debt; amortization of debt discount and issuance costs; amortization of capitalized interest expense; gains and losses on investments, legal settlements and other non-recurring or unusual items that may arise from time to time.

Non-GAAP net income per share – Non-GAAP net income divided by basic weighted average or diluted common shares outstanding. Basic weighted average shares outstanding are those used in GAAP net income per share calculations. Diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transaction entered into in connection with the issuance of $690 million of convertible senior notes due 2019. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully diluted share calculation until they are delivered. However, the company would receive a benefit from the note hedge transaction 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. Until Akamai's weighted average stock price is greater than $89.56, the initial conversion price, there will be no difference between GAAP and non-GAAP diluted weighted average common shares outstanding.

Adjusted EBITDA – GAAP net income excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; restructuring charges; acquisition-related costs; certain gains and losses on investments; gains and other activity related to divestiture of a business; foreign exchange gains and losses; loss on early extinguishment of debt; amortization of debt discount and issuance costs; amortization of capitalized interest expense; gains and losses on legal settlements and other non-recurring or unusual items that may arise from time to time.

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

Capital expenditures – Purchases of property and equipment, capitalization of internal-use software development costs, capitalization of stock-based compensation and capitalization of interest expense.


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Akamai Statement Under the Private Securities Litigation Reform Act
This release contains information about future expectations, plans and prospects of Akamai's management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements about future business plans and opportunities. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, effects of increased competition including potential failure to maintain the prices we charge for our services and loss of significant customers; failure of the markets we address or plan to address to develop as we expect or at all; inability to increase our revenue at the same rate as in the past and keep our expenses from increasing at a greater rate than our revenues; a failure of Akamai's services or network infrastructure; delay in developing or failure to develop new service offerings or functionalities, and if developed, lack of market acceptance of such service offerings and functionalities or failure of such solutions to operate as expected, and other factors that are discussed in the Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.

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

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