F5 Annual Report 2020 | Quarterlytics

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FY2020 Annual Report · F5

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Annual Report
2020

TO OUR SHAREHOLDERS, CUSTOMERS, AND PARTNERS:

For so many reasons, 2020 will forever be remembered as a year like no other. During this challenging year

when businesses and individuals worldwide wrestled with the COVID-19 pandemic and the changes it wrought

in our daily lives, F5’s business performed very well.

F5’s transformation to a more software-driven business, the growth that has resulted thus far, and the

opportunity we see ahead, has all been made possible by the collective efforts of the entire F5 team over

the last three and a half years. Before I begin to recap F5’s 2020, I must first acknowledge how personally

challenging the year was for so many. I express my deepest gratitude to each member of our team for their

perseverance. Over the course of this year, I have witnessed small and large acts of F5ers’ generosity,

resiliency, and creativity around the world. They have lent helping hands to colleagues who are struggling,

they have donated time and resources to communities and causes most in need, and they have supported

our customers through crises. While I have always been proud to be an F5er, the acts of humanity exhibited

during 2020 have deepened that feeling immensely.

I will begin this year’s letter by outlining how we approached our COVID-19 pandemic response with our

employees, our communities, and our customers. I will then speak to our path forward, including our vision

for Adaptive Applications, before recapping our fiscal year 2020 financial results and how the investments

we have made to transform F5, combined with the persistent execution of the F5 team globally, has created

an inflection point in our business. Finally, I will recap our F5 Global Good efforts for the year and close with

a few words about the importance of our F5 culture.

Our COVID-19 Pandemic Response

No recollection of 2020 could be complete without acknowledging the lives that were lost or forever changed

by the COVID-19 pandemic. Our hearts break for those who have lost loved ones or are coping with the lasting

effects of the virus. At F5, we embraced a human-first approach to our COVID-19 pandemic response from the

start and that approach persists today.

For our employees

As you would expect, we immediately prioritized the physical safety and emotional wellbeing of our

employees and their families, urging our employees to focus on their families and loved ones first, and

F5 second. By early March 2020, F5 was working from home across the globe. As part of this new reality,

we embraced and encouraged flexibility, urging F5ers to support and care for each other, to ensure that

their colleagues had the time and space to deal with emergencies, or simply the new demands associated

with working from home and caring for loved ones, or remote schooling, or the myriad of other demands

we all faced daily.

From the start, we committed to communicating with our employees openly, frequently, and with as much

regional specificity as possible given the localized and quickly evolving nature of the pandemic. We also

implemented progressively more stringent work-related travel restrictions and cancelled or postponed

large, in-person events. In addition, we launched new and enhanced benefits, including commitments to

cover COVID-related healthcare needs, and we extended our sick care leave by two weeks. We wanted

F5ers to know that we were there to support them and that we were all working through these new

challenges together.

In April 2020, we made a pledge to our employees that there would be no layoffs in fiscal year 2020. Given

the overwhelming amount of economic uncertainty at the time, we felt this commitment was important to

remove any worry our employees had about their jobs or providing for their families and we believed this

certainty would enable us to better focus on our customers and their needs.

F5ers assured us that our efforts had been appreciated when, in a survey conducted mid-2020, employees

responded with 98% favorability to our COVID-19 response efforts. As we move forward, we will continue

to err on the side of over-communicating, and we will continue to take steps to support and encourage

F5ers globally.

For our communities

Our human-first approach carried through to our F5 Global Good initiatives in fiscal year 2020 as well. While

representing only a portion of our overall Global Good efforts for the year, in response to pandemic-related

needs, we increased our F5 Global Good funding by $2 million. In total, we dedicated $2.5 million to support

COVID-19-related employee-directed giving, local community response, and non-profit empowerment and

relief. We also increased our paid volunteer time off by 8 hours.

F5ers globally led our efforts and stepped up to support their local communities and non-profits. Our

employee-directed giving included more than $900,000 in emergency response grants to on-the-ground

non-profits selected by F5 employees, as well as more than $800,000 in donations through a month-long

double donation matching initiative, and $300,000 in local community grants. Our non-profit empowerment

and relief efforts included $250,000 in Tech for Good COVID-19 response grants to help non-profits with

their technology and remote workforce needs, and $200,000 in unrestricted grants to support current

non-profit F5 partners, including Technology Access Foundation (TAF), Girls Who Code, and United Way

of King County, Washington.

For our customers

We encouraged our teams to take our human-first approach to our customers as well. In some cases, that

meant working to deploy F5 resources and expertise to massively scale remote employee access to the

applications that kept businesses running. In other cases, it meant just listening to another human being’s

challenges and offering words of support or encouragement. Throughout 2020, and particularly in the early

days of the COVID-19 pandemic when there was so much uncertainty, F5ers demonstrated their character,

their resiliency, and their unwavering focus on our customers.

In one case, with thousands of employees suddenly working from home, we enabled one of the largest

banking and investment institutions in the United States to scale its remote access from 400 remote users

to 500,000, ensuring uninterrupted, secure financial services to customers around the world. In another, we

upgraded the traffic management solutions at a major multi-hospital health system enabling its six hospitals

and ten specialty centers to continue providing exceptional patient care.

And these are just two of the dozens of examples where F5ers moved mountains for our customers when

they needed us most.

We may not be able to control how long COVID-19 is with us, but we can control how we respond to it and

the needs it creates, from both a human and a business perspective. Like so many of you, we are hopeful that

availability of an effective vaccine will enable the medical community to save lives and allow us to resume more

normal patterns of our work and personal lives. In the meantime, we will persist and do what we can to continue

to support our employees, our communities, and our customers.

Our Path Forward

F5 serves the largest businesses and service providers across the globe. Today, our customers need to deliver

amazing digital experiences to you, their customers. Think about your own experiences. How long of a delay is

tolerable on the websites you access daily? What happens when a website fails to respond? With so many of us

working, shopping, banking, and doing just about everything from home, the demand for dynamic and engaging

applications has only accelerated.

Our customers’ underlying infrastructure—all of the systems and software they have in place to deliver their

applications to your phone or your tablet—simply was not designed with the needs of these dynamic digital

experiences in mind. The current infrastructure is complex, vulnerable, and fragile. What is more, cyber

criminals are increasingly attacking applications and their users. According to the 2020 Verizon Data Breach

Investigations Report, more than 90% of 2019 cyberattacks related to application security.

At F5, applications are part of our DNA. Our organic and inorganic investments over the last several years

were made with the understanding that applications fundamentally run businesses and the expectation that

our customers’ reliance on applications would only increase over time. As a result of these investments, we

have the broadest portfolio of application security and delivery solutions available. Beyond simply offering

a broad assortment of relevant solutions however, we also have a vision of how to bring them together

to dramatically reduce the significant manual connection and human intervention today’s application

infrastructures require.

F5’s Adaptive Applications will speed time to market for our customers while reducing the costs associated

with deploying and managing their applications. With Adaptive Applications from F5, our customers’ application

portfolios will be able to adapt as needed; to automate redundant processes for greater efficiencies; and to

protect themselves, securing all points of vulnerability. They also will expand and contract based on performance

needs, and leverage AI technologies, analytics, and telemetry to harness application data, ultimately becoming

smarter, more insightful, and self-healing.

We are already well down the path of making this vision a reality for our customers.

Our Fiscal 2020 Results and Outlook

The combination of F5ers’ relentless focus on our customers (despite travel bans and a near total lack of face-

to-face interactions), as well as the investments we have made to transform our business over the last several

years, enabled us to deliver 5% revenue growth in fiscal year 2020.

In total, we generated $2.4 billion in revenue for the year. GAAP net income for fiscal year 2020 was $307 million,
or $5.01 per share, while non-GAAP net income was $575 million, or $9.37 per share.1 For fiscal year 2020, cash
flow from operations also remained very strong, at approximately $661 million.

1 Fiscal year 2020 non-GAAP net income and net income per share excludes $202 million in stock-based compensation, $56 million in

acquisition-related charges, $35 million in amortization of purchased intangible assets, $17 million in facility-exit costs, and $8 million in
restructuring charges.

To really appreciate the progress of our transformation, however, we need to look at our results in a bit

more detail:

First, we continue to drive a significant software transformation in our business. We have completely

transformed our BIG-IP software franchise, improving automation and orchestration in our BIG-IP software,

making it easier for customers to procure, deploy, and even upgrade. We also successfully integrated both

our NGINX and Shape acquisitions. As a result, software revenue represented 35% of our non-GAAP product
revenue in fiscal year 2020, up from 24% in fiscal year 2019, and 16% in fiscal year 2018.2

Second, we also have transformed our application security business and as a result, we are now one of the

largest application security providers in the world with more than $750 million in non-GAAP application
security revenue in fiscal year 2020.2

Third, we have substantially increased the percentage of our software revenue derived from subscriptions.

Approximately 71% of our fiscal year 2020 non-GAAP software revenue came from subscriptions, a significant
increase from prior periods.2 This growth in subscriptions, combined with our stable and very profitable Global
Services franchise, is driving a high-quality base of recurring revenue, which in fiscal year 2020, totaled
approximately 65% of our total non-GAAP revenue.2 What’s more, from fiscal year 2017 to fiscal year 2020,
this portion of our revenue grew at approximately a 12% compound annual growth rate (CAGR). That means

approximately two-thirds of our business, or approximately $1.5 billion of our fiscal year 2020 revenue, is

recurring and growing at a double-digit compound annual growth rate.

As a result of the progress and the investments we have made, including those that open new, fast-growing

market opportunities for us, and those that have led to recurring revenue streams, we believe we have reached

an inflection point in our business. Going forward, we expect to drive revenue growth faster than operating

expenses, thereby leading to significant operating leverage and double-digit non-GAAP earnings per share

growth within our Horizon 2 (fiscal years 2021 and 2022) timeframe. Our confidence in this outlook has led us

to commit to return $1 billion in cash to shareholders over fiscal years 2021 and 2022, including a $500 million

accelerated share repurchase in fiscal year 2021.

On January 7, 2021, we announced our intent to acquire privately held Volterra for approximately $440 million in

cash, and approximately $60 million in deferred consideration and assumed unvested incentive compensation

to founders and employees. We believe the addition of Volterra’s universal Edge-as-a-Service platform advances

our Adaptive Application vision, enabling more of our 18,000 global enterprise customers to easily deploy our

industry leading application security and delivery solutions to more applications via a Software-as-a-Service

(SaaS) model. We expect the Volterra transaction to close in the first quarter of calendar year 2021 and anticipate

that the addition of Volterra’s platform further accelerates our revenue growth, driving our Horizon 2 (fiscal years

2021 and 2022) revenue growth at a 7% to 8% compound annual growth rate (CAGR) and longer term, enable us

to achieve double-digit revenue growth.

2 Following our acquisition of Shape Security—to provide transparency to what we believe reflects its ongoing business results—for the four
quarters following the acquisition, we are reporting both GAAP and non-GAAP revenue. Non-GAAP revenue excludes the impact of the
purchase accounting write-down on Shape’s assumed deferred revenue which in fiscal year 2020 totaled approximately $7 million.

F5 Global Good

Executing well in our business means we are better able to help our communities. Beyond our COVID-19

response which I discussed previously, our fiscal year 2020 F5 Global Good efforts supported more than 2,000

non-profits in 50 countries with a total of $5.2 million in donations (including $2.5 million related to COVID-19

relief). Our efforts aligned along our three core commitment pillars:

1. We are committed to supporting charitable causes that our employees feel most passionately about,

especially those in the communities where we live and work.
In 2020, in addition to the COVID-19-related relief efforts I mentioned previously, we supported our

communities in the following ways:

– We matched $1.5 million in employee donations to non-profits.

– F5ers volunteered more than 6,000 hours with non-profits.

– Our inaugural F5 Giving Tuesday initiative raised $242,000 for 987 non-profits across 32 countries.

– In response to Black Lives Matter, we raised more than $135,000 for five non-profits working to fight for

racial justice and equality for all Americans.

2. We are committed to enabling girls, women, minorities, and other underrepresented groups to develop

Science, Technology, Engineering, and Math (STEM) skills by connecting them to global educational and
employment opportunities.

– During fiscal year 2020, we provided $550,000 in grants across eight countries focused on increasing

representation of girls and women as well as underrepresented groups in STEM education during our

inaugural STEM Education Grant initiative.

– As a founding member of Reboot Representation Tech Coalition, we remain committed with our coalition

of technology companies to help double the number of women of color graduating with computing

degrees by 2025.

3. We are committed to extending our purpose, reach, and connections beyond the walls of F5 by

supporting non-profit organizations with their digital transformation efforts so they can do even more to

help those they serve.
In addition to the $250,000 in technology grants across eight countries noted previously, we donated

laptops for two classrooms of students through the Seattle Education Access as they transitioned to remote

learning in 2020. We also partnered with the City of Seattle and other local technology companies through

the Innovation Advisory Committee to help develop technology solutions to address the homelessness and

housing crisis in King County, Washington.

In Closing

I would be remiss to close this letter without a few words about the culture we are creating at F5. We continue to

strive to live our BeF5 values every day, including making F5 more agile, behaving like owners, obsessing over

our customers’ needs, helping each other thrive, and creating a more diverse and inclusive F5.

Given the stark relief 2020 brought to the reality of persistent social injustice in the United States, we are more

focused than ever on both helping each other thrive and creating a more diverse and inclusive F5. This year, we

took our cues about how to best respond to social injustice from our F5 Appreciates Blackness (FAB) employee

inclusion group. Our culture of ownership, agility, and inclusion enabled our FAB employees to drive our response

and drive company-wide accountability for a more diverse and inclusive F5. Under their leadership we created

an F5 pledge for racial equality, diversity, and inclusion and I am proud to report that 100% of our executive team

signed the pledge as did hundreds of our employees. We are making good strides toward our goal of creating

a more diverse and inclusive F5, but we have more work to do. To that end, we intend to make our diversity and

inclusion data publicly available in 2021 so that together, we can track and measure our progress.

Last year I said we were entering 2020 in a position of strength and as a very different F5 than we were just 12

months ago. Thanks to the efforts of F5ers around the globe, that statement feels even more true now as we head

into 2021. Considering how far and how fast we have come, I am humbled and energized by our teams’ enduring

personal commitment to our purpose: solving our customers’ most important application challenges. With this

foundation in place, I am confident 2021 will be a year we will look back on with great pride.

On behalf of your Board of Directors and the now more than 6,000 employees of F5, I thank you for your

continued support of F5 and I look forward to reporting on our continued success.

François Locoh-Donou
President, CEO, Director

January 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------
Form 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
For the fiscal year ended September 30, 2020
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 000-26041
------------------------------------------------

F5 Networks, Inc.

(Exact name of Registrant as specified in its charter)
------------------------------------------------

WASHINGTON
(State or other jurisdiction of
incorporation or organization)

91-1714307
(I.R.S. Employer
Identification No.)

801 5th Avenue
Seattle, Washington 98104
(Address of principal executive offices, including zip code)
(206) 272-5555
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
------------------------------------------------

Title of Each Class
Common stock, no par value

Trading Symbol(s)
FFIV
Securities registered pursuant to Section 12(g) of the Act:
None
------------------------------------------------
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Name of Each Exchange on Which Registered
NASDAQ Global Select Market

Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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.
(Check one):
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ¨ No x

As of March 31, 2020, the aggregate market value of the Registrant’s Common Stock held by non-affiliates of the

Registrant was $6,445,848,331 based on the closing sales price of the Registrant’s Common Stock on the NASDAQ
Global Select Market on that date.

As of November 9, 2020, the number of shares of the Registrant’s common stock outstanding was 61,603,102.

------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE

Information required in response to Part III of this Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by
reference to the specified portions of the Registrant’s Definitive Proxy Statement for the Annual Shareholders Meeting for
fiscal year 2020, which Definitive Proxy Statement shall be filed with the Securities and Exchange Commission pursuant
to Regulation 14A within 120 days of the end of the fiscal year to which this Report relates.

F5 NETWORKS, INC.

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended September 30, 2020

Table of Contents

PART I

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures

Properties
Legal Proceedings

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

PART II

Securities
Selected Financial Data

Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information

Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

PART III

Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary

SIGNATURES

PART IV

Page

3
13
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27
29
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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These statements include, but are not limited
to, statements about our plans, objectives, expectations, strategies, intentions or other characterizations of future events or
circumstances and are generally identified by the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” and similar expressions. These forward-looking statements are based on current information and expectations and
are subject to a number of risks and uncertainties. Our actual results could differ materially and adversely from those expressed
or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to, those discussed under “Item 1A. Risk Factors” below and in other documents we file from time to time with the
Securities and Exchange Commission. We assume no obligation to revise or update any such forward-looking statements.

Unless the context otherwise requires, in this Annual Report on Form 10-K, the terms “F5,” “the Company,” “we,” “us,”
and “our” refer to F5 Networks, Inc. and its subsidiaries. Our fiscal year ends on September 30, and fiscal years are referred to
by the calendar year in which they end. For example, “fiscal year 2020” and “fiscal 2020” refer to the fiscal year ended
September 30, 2020.

In December 2019, a novel strain of coronavirus (“COVID-19“) was first identified, and in March 2020, the World
Health Organization categorized COVID-19 as a pandemic. We assessed the impact that COVID-19 had on our results of
operations, including, but not limited to an assessment of our allowance for doubtful accounts, the carrying value of short-term
and long-term investments, the carrying value of goodwill and other long-lived assets, and the impact to revenue recognition
and cost of revenues. We are actively monitoring the impact to the results of our business operations, and may make decisions
required by federal, state or local authorities, or that are determined to be in the best interests of our employees, customers,
partners, suppliers and stockholders. As of the filing date, the extent to which the COVID-19 pandemic may impact our
financial condition or results of operations remains uncertain.

Item 1.

Business

General

F5 is a multi-cloud application security and delivery company. We see a world where our customers’ applications adapt to

changing environments, automating redundant processes for greater efficiencies, expanding and contracting based on
performance needs, protecting themselves, and securing points of vulnerability. By mining all of these data points, applications
get smarter, insightful, become self-healing, and evolve even more quickly.

Our enterprise-grade solutions are available in a range of consumption models, from on-premises to managed services,

optimized for multi-cloud environments. In connection with our solutions, we offer a broad range of professional services,
including consulting, training, installation, maintenance, and other technical support services.

On January 24, 2020, we completed the acquisition of Shape Security ("Shape"), a leader in online fraud and abuse
prevention, adding protection against automated attacks, bots, and targeted fraud to F5’s world-class portfolio of application
delivery and security solutions. The acquisition delivers value to customers by combining F5’s expertise in powering over half
of the world’s applications across multi-cloud environments, with Shape’s insight from mitigating one billion application
attacks per day through sophisticated AI, cloud-based analytics, and anti-fraud technologies. Together, F5 and Shape represent
an end-to-end application security solution, reducing infrastructure complexity, protecting our customers against losses from
online fraud, reputational damage, and disruptions to critical online services.

Our customers include large enterprise businesses, public sector institutions, governments, and service providers. We

conduct our business globally and manage our business by geography. Our business is organized into the following three
geographic regions: Americas; Europe, Middle East, and Africa (EMEA); and the Asia Pacific region (APAC).

Our revenue is comprised of services revenue and product revenue. While the majority of our product revenue today is

derived from appliance sales, we are actively managing a transformation to a software- and SaaS-driven business with software
revenue growing 52% in fiscal year 2020 and representing 35% of product revenue.

F5 was incorporated on February 26, 1996 in the state of Washington. Our headquarters is in Seattle, Washington, and our
mailing address is 801 5th Avenue, Seattle, Washington 98104-1663. The telephone number at that location is (206) 272-5555.
Our website is www.f5.com. We have 71 subsidiaries, branch offices, or representative offices worldwide. Through a link on
the Investor Relations section of our website, we make available the following filings as soon as reasonably possible after they
are electronically filed with or furnished to the Securities and Exchange Commission (SEC): our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Exchange Act. All such filings are available free of charge. The information posted on
our website is not incorporated into this report.

Strategy and Priorities

F5 is focused on solving our customers’ most important application challenges. We have successfully evolved our

business as the needs of our customers have changed. Today, our customers need to cost effectively deliver extraordinary
digital experiences to their end users. F5’s portfolio of multi-cloud application security and delivery technologies enables our
customers to scale, secure and optimize both traditional and modern applications, making those amazing digital experiences
possible. By creating adaptive applications, capable of adapting to changing environments, automating redundant processes for
greater efficiencies, expanding and contracting based on performance needs, protecting themselves, and securing points of
vulnerability, we are reducing operating complexity associated with delivering a mix of traditional and modern applications
while also enabling consistent security for every application, regardless of its environment. Our ability to mine and analyze data
from applications helps customers unlock valuable application insights while making applications smarter, enabling self-healing
and automation to evolve them more quickly.

Key components of our strategy include:

Bringing our adaptive application vision to life

F5 is uniquely positioned to deliver adaptive applications. Through our organic investments and the acquisitions of
NGINX in May 2019 and Shape Security in January 2020, we have assembled the broadest portfolio of application security and
delivery technologies in the market today. As a result of the continued evolution of our BIG-IP family, we enable customers to
transition traditional applications from data centers to multi-cloud environments while maintaining private data center levels of
security. At the same time, we are enabling modern application architectures with our NGINX technologies, F5 SaaS offerings,
and Aspen Mesh. Our State of Applications Services report 2020 shows 76% of organizations are managing a complex
application portfolio spanning traditional and modern applications. F5 is unique in our ability to span both traditional and
modern applications, as a result, our customers are able to provision consistent, and industry-leading application security across
their combined traditional and modern application portfolio. We are leveraging our access to application data and our analytics
capabilities to enable automation and unlock business insights for our customers.

Transforming how customers experience F5

As we expand the role we play for our customers, we are also transforming how our customers experience F5. We have
made it easier for our customers to procure, deploy, manage, and upgrade our technologies by introducing new consumption
models and continuing to evolve our solutions’ capabilities.

As we have expanded our offerings, we are better able to solve a broader range of customer challenges and increasingly,
customers are choosing a suite of F5 solutions. Going forward we will leverage and grow our foundational capabilities in data
and insights, digital sales, and SaaS-delivered capabilities to deliver consistent world-class customer experiences, including
simple, integrated and friction-free consumption of our technologies. We will continue to improve customer understanding of
F5’s expanded portfolio with a focus on buying personas and business needs and intend to enhance our digital customer
experiences to deliver both growth and efficiency.

Capturing growth in security and software

Our ability to serve both traditional and modern applications means we are uniquely suited to provide consistent, industry-

leading security across our customers entire application estate. Over the last ten years, enterprises were focused on protecting
their networks from attack. F5 Labs Threat Research shows a 300% increase in attacks on applications in the past two years.
With cyber criminals increasingly attacking applications and their users, we believe application security will be an area of
significant investment over the next decade.

Our acquisition of Shape Security brings the leader in online fraud and abuse prevention, adding protection against

automated attacks, bots, and targeted fraud, to F5’s world-class portfolio of application security and delivery technologies.
Together, F5 and Shape represent an end-to-end application security solution, reducing infrastructure complexity, protecting
our customers against losses from online fraud, reputational damage, and disruptions to critical online services.

In the last several years, we have significantly enhanced and expanded our software offerings. Our meaningful software
growth over the last two years has largely been driven by steps we have taken to improve automation and orchestration in our
BIG-IP software, making it easier to procure, deploy and upgrade, as well as the introduction of new flexible commercial
models, including annual and longer-term subscriptions. We expect to drive continued software growth from additional
enhancements to our BIG-IP family, as well as advancements and continued adoption of NGINX, application security, Shape
and cloud services.

F5 Products and Solutions

F5’s portfolio of multi-cloud application security and delivery technologies are enabling customers to address the

challenges of delivering differentiated digital experiences to their customers.

Simplifying traditional app delivery for multi-cloud environments

Our BIG-IP family of offerings provides feature-rich, highly programmable and configurable application delivery

solutions for traditional applications in enterprises and service providers. Traditional applications are based on monolithic,
three-tier, or client-server architectures which remain the dominant architecture for millions of core business, customer-facing,
and internally used applications in most organizations.

Refined over 20+ years of experience and innovation, BIG-IP has established itself as the leading application delivery
technology for traditional applications, providing load balancing, and DNS services. Many customers also use the advanced
security capabilities of BIG-IP, including Web Application Firewall, carrier-grade firewall and NAT, identity-aware proxy,
SSL-VPN, and SSL offloading, that are available as tightly-integrated modules or extensions. Via the F5 Automation
Toolchain, BIG-IP capabilities easily integrate into orchestration frameworks such as Ansible, HashiCorp Terraform,
OpenShift, and Cloud Foundry as part of a CI/CD pipeline.

BIG-IP capabilities are available in software-only Virtual Editions (VEs) that deploy on any standard hypervisor in

private and public clouds and are available in many performance throughput options. VE can be deployed on public clouds,
including Amazon Web Services, Microsoft Azure, and Google Cloud Platform, through Bring Your Own License (BYOL) and
the public cloud marketplaces. Virtual Edition is available via utility pricing (via public cloud marketplaces), short- and long-
term subscription, and perpetual licensing models. In addition, F5 offers customers additional licensing, consumption
flexibility, and value via Enterprise Licensing Agreements.

BIG-IP Cloud Edition (CE) is a software offering that enables customers to leverage BIG-IP capabilities in virtualized

and cloud-based environments on a per-application basis. CE provides right-sized packaging and pricing and enhanced
manageability for organizations that want to deploy dedicated BIG-IP services to support individual applications.

F5 BIG-IQ Centralized Management provides central management, analytics, and automation for BIG-IP instances.

Available in virtual or physical form factors, BIG-IQ simplifies, enhances management of, and reduces customer operational
costs associated with BIG-IP deployments.

F5’s physical systems are designed to enhance the performance of our software by leveraging a combination of custom

FPGA logic and off-the-shelf silicon, providing a balance of cost and flexibility. Currently, we offer two types of physical
configurations: BIG-IP iSeries appliances and our chassis-based VIPRION systems. Both BIG-IP iSeries and VIPRION
systems run the same BIG-IP software modules as are available in the Virtual Edition and are licensed on a perpetual basis. To
help customers comply with regulatory requirements and protect sensitive data, our physical systems are certified up to NIST
FIPS 140-2 Level 2 and Common Criteria Evaluation Assurance Level (EAL 4+). BIG-IP iSeries appliances and chassis-based
VIPRION systems differ primarily in their performance and size characteristics resulting from the hardware components and
configurations that make up these systems. The iSeries appliance lineup ranges from the entry-level BIG-IP i2000 series for
small and medium-sized organizations to the highest-performing BIG-IP i15000 series for large enterprises and service
providers. Currently, we offer four chassis-based systems: VIPRION 4800, VIPRION 4480, VIPRION 2400, and VIPRION
2200. We also offer the VIPRION 4450 blade for VIPRION 4800 (8-blade chassis) and VIPRION 4480 (4-blade chassis).

Enabling modern app delivery at scale

To better address the needs of digitally transforming enterprises that have a mix of traditional, three-tier architectures and

cloud-first microservices architectures, our NGINX technologies offer lightweight, agile ADC and API management software
for container-built applications, CI/CD workflows, and microservices. Our NGINX technology enables developer and DevOps
agility to get applications to market quickly, with security and automation closer to the code. F5 SaaS offerings support modern
cloud application delivery and security use cases for cloud-native applications, making it easier for developers and DevOps
engineers to build in the application services required for production.

Our NGINX product offerings are:

• NGINX Plus, an all-in-one load balancer, web server, content cache, and API gateway for modern applications.

• NGINX Controller, which provides orchestration and analytics for NGINX Plus.

• NGINX Ingress Controller and NGINX Service Mesh, which provide traffic management for Kubernetes clusters.

• NGINX App Protect, which integrates F5’s market-leading WAF with the flexibility and performance of NGINX Plus.

We believe the combination of F5 and NGINX solutions help our customers enable adaptive applications in container,
cloud-native, and microservices environments, providing the ease-of-use and flexibility developers require while also delivering
the scale, security, reliability, and enterprise readiness network operations teams demand.

Securing every app, anywhere

F5’s advanced application security services, including DDoS mitigation, web application firewall (WAF), bot protection,
and SSL/TLS traffic decryption provide best-in-class enterprise infrastructure protection across any deployment type, from on-
premises to cloud.

With Essential App Protect SaaS and NGINX App Protect software offerings, F5 provides its advanced security
capabilities for development and DevOps teams. Both Essential App Protect and NGINX App Protect provide self-service
access and API-driven integration into automation and orchestration frameworks. Often referred to as “shifting security left”, or
DevSecOps, this ensures security is applied earlier in the software development lifecycle and covers the full portfolio of modern
and long-tail applications in the enterprise.

Shape's technology addresses the increasing sophistication of fraud and abuse attacks. Shape’s artificial intelligence

platform protects the largest banks, airlines, retailers, and federal agencies against bots and fraud which bypass best-practice
industry security controls. Shape protects more than one billion accounts worldwide against credential stuffing attacks, the
industry’s leading cybersecurity threat.

Shape’s advanced technology consists of next-generation client-side JavaScript and SDKs (software development kits),
horizontally scalable reverse proxy and API services, and large-scale machine learning, analytics, and data platform systems,
which work together to deliver the highest anti-fraud efficacy in the industry. This technology is sold as integrated, fully-
managed services, in an “outcome-as-a-service” cybersecurity model.

Silverline provides customers fully-managed application security. Current offerings include Silverline Web Application

Firewall, Silverline DDoS Protection, and Silverline Threat Intelligence Services. These services provide enterprise and service
provider customers with F5’s proven security technologies coupled with world-class security professionals. Silverline’s
Security Operations Center experts set up, manage, and support each customer's application solutions as an extension to the
customer’s staff. Shape technology was combined in F5's fiscal third quarter with F5's Silverline managed services platform to
launch Silverline Shape Defense, creating a version of Shape’s technology platform capabilities for customers who prefer a
managed service.

Depending on the level of protection required, customers can route traffic through the Silverline cloud-based platform

24/7 or only when an attack is detected. Silverline Managed Services also provides an affordable and straightforward
deployment alternative for customers who want to minimize the upfront costs and expense of maintaining on-premises
solutions. For large enterprises, subscribing to Silverline Managed Services in conjunction with our on-premises DDoS Hybrid
Defender and Advanced WAF can provide the first line of defense against attacks, and prevent them from having a significant
downtime impact on their application or network services.

Unlocking the value of application insights

Beacon, a SaaS application launched in the first quarter of fiscal 2020, enables cross-platform visibility and analytics of
application service performance and security. By fusing the broad telemetry available via in-situ F5 products with third-party
data sources and end-user monitoring capabilities, Beacon helps customers detect and resolve application performance and
security issues helping reduce mean-time-to-detect, -innocence, and -repair enabling better end-user experiences.

Shape’s technology platform enables generalized AI-powered user analytics. While Shape has focused on using these
capabilities to detect advanced fraud and abuse, going forward, the same technology is being integrated throughout F5 to create
general AI-powered user analytics capabilities within and beyond cybersecurity use cases.

Service Provider Solutions

BIG-IP offerings also comprise our service provider solutions that address the complex requirements for enabling fast,

secure, reliable communications among the elements of existing infrastructures such as 4G/LTE and evolving to newly
designed cloud-native 5G networks, network functions virtualization (NFV) environments, and edge computing.

In addition to the solutions described above, F5 also offers solutions for fixed and mobile service provider customers to
enable fast, secure, reliable communications in their networks. These solutions include intelligent traffic management services
to classify and manipulate network traffic to successfully manage and migrate to newer technologies such as IPv4 to IPv6 and
4G to 5G. Our carrier-class network firewall services are used to secure the Gi/N6 interface, secure signaling threats and IoT

applications, and detect and mitigate DDoS attacks. Our solutions are also used by our customers to secure complex signaling
for mobility protocols like Diameter, SIP, and GTP, as well as IoT protocols. All F5 software solutions can be delivered on
dedicated F5 hardware, as Virtual Network Functions (VNFs) that can use F5 VNF Manager or other industry solutions to
deploy and manage VNF instances, and are evolving as Container Network Functions (CNF).

Competition

As F5 expands its reach and role into a broader set of multi-cloud solutions, the companies that we consider competitors

changes too. In addition to server load balancing, traffic management, and other functions normally associated with application
delivery, our suite of solutions has expanded our addressable market into security, and policy management, where we compete
with a number of companies focused on niche areas of application security. The ability to create customized, programmable
services (e.g., using iRules) enables our customers and our partners to design solutions to problems for which there is no off-
the-shelf solution. As a result, we believe the traditional definitions of our market do not encompass all of the features,
functions, and capabilities of our products, or accurately represent the addressable market for our solutions.

Within the more narrowly defined traditional ADC market, several companies sell server load balancing products and
capabilities. These include Citrix Systems, Radware, and a number of other competitors that have a smaller market presence or
limited feature set, such as A10 Networks, Amazon Web Services, Array Networks, Barracuda Networks, HAProxy, Kemp
Technologies, Microsoft Azure, and VMware.

In application security, we compete with companies that provide web application firewalls, bot detection and mitigation,
carrier-grade firewall, carrier-grade NAT, SSL orchestration, access policy management, DDoS protection, and fraud defense.
Competitors include A10 Networks, Akamai, Cisco, Citrix Systems, Imperva, Juniper Networks, Radware, and Symantec/Blue
Coat. With the addition of Shape, additional fraud, abuse, and analytics solutions become indirect competitors, including
Akamai, Cloudflare, Imperva (Distil Networks), Fastly (Signal Sciences) and PerimeterX.

The principal competitive factors in the markets in which we compete include form factor, consumption model, ecosystem

integrations, features and performance, customer support, brand recognition, scope of distribution and sales channels, and
pricing. Some of our competitors have already tried or plan to adopt aggressive pricing policies to gain market share. However,
because F5 offers superior performance, broad functionality, including lighter-weight options with NGINX and F5 Cloud
Services, we believe that we can and will compete effectively against such pricing policies.

Corporate Functions

Customer Services and Technical Support

In connection with our products, we offer a broad range of professional services including consulting, training,

installation, maintenance, and other technical support services.

We believe that our ability to provide consistent, high-quality customer service and technical support is a key factor in

attracting and retaining large enterprise and service provider customers. Accordingly, we offer a broad range of support services
that includes installation, phone and online technical support, hardware repair and replacement, software updates, online tools,
consulting, and training services.

We provide these services directly to end users and also utilize a multi-tiered support model, leveraging the capabilities of

our channel partners. Our technical support staff is strategically located in regional service centers to support our global
customer base.

Product Development

We believe our future success depends on our ability to maintain technology leadership by continuing to improve our

products and by developing new products to meet the changing needs of our customers and partners. Our engineering
organization uses standard processes for the development, documentation, and quality control of services, software, and
systems that are designed to meet these goals. These processes include working with our business development and marketing
teams, customers, and partners to identify technology innovation opportunities to better meet the evolving needs of our
addressable markets.

Over 90 percent of our engineers are engaged in software, SaaS, and managed services development in eight major
locations. The BIG-IP LTM, DNS, and Automation Tool Chain offerings are primarily developed in Seattle, Washington and
Hyderabad, India. Development of security products is centered in Tel Aviv, Israel and San Jose, California with our web
application firewall and WebSafe/MobileSafe centered in Tel Aviv, and our core firewall (AFM) and identity and access and
SSL-offloading products and technologies developed primarily in San Jose. Policy Enforcement Manager is also developed in

San Jose and Hyderabad, India. NGINX products are developed in San Francisco, California; Cork, Ireland; and Moscow,
Russia.

Our hardware engineering team is located in Spokane, Washington; San Jose, California; and Tel Aviv, Israel.

Smaller development sites including Boulder, Colorado; Warsaw, Poland; and Billerica, Massachusetts also support the

core development teams in the larger centers.

Members of all our engineering teams collaborate closely with one another to ensure the interoperability and performance

of our solutions.

We believe that robust and constant innovation is a necessity for F5, so we are also innovating in new ways. For more
than a year now, we have had dedicated teams focused on testing new disruptive innovations in technology, business models, or
customer segments. We expect innovations resulting from the work of these teams will be complementary to our goal of
delivering the broadest and most consistent portfolio of solutions across cloud and on-premises environments.

We rely on a combination of patent, copyright, trademark, and trade secret laws and restrictions on disclosure to protect

our intellectual property rights. F5 holds 387 patents in the United States and has 44 international patents (with applications
pending for various aspects of our technology). Our future success depends in part on our ability to protect our proprietary
rights to the technologies used in our principal products. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or to obtain and use trade secrets or other information that we regard as
proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights as fully as the laws of the
United States. Any issued patent may not preserve our proprietary position, and competitors or others may develop technologies
similar to or superior to our technology. Our failure to enforce and protect our intellectual property rights could harm our
business, operating results, and financial condition.

In addition to our own proprietary software, we incorporate software licensed from several third-party sources into our

products. These are generally term licenses which may renew annually and that generally provide for certain rights and licenses
to support our customers post termination. While we may not be able to renew all of these licenses in the future, we believe that
alternative technologies for these licenses are available both domestically and internationally.

During the fiscal years ended September 30, 2020, 2019 and 2018, we had research and product development expenses of

$441.3 million, $408.1 million, and $366.1 million, respectively.

Sales and Marketing

Our customers include a wide variety of enterprises and service providers among Fortune 1000 and Business Week
Global 1000 companies, including those in technology, telecommunications, financial services, transportation, education,
manufacturing, healthcare, and government. In fiscal year 2020, sales outside of the Americas represented 44.0% of our net
revenues. Refer to Note 16 of our consolidated financial statements included in this Annual Report on Form 10-K for additional
information regarding our revenues by geographic area.

Sales

We sell our products and services to large and medium enterprise customers, including federal government entities,

financial services customers and service providers through a variety of routs to market and channels. Our sales teams sell our
products and services directly to customers by working closely with our channel partners including distributors, value-added
resellers (VARs), managed service providers (MSPs), and systems integrators.

F5 sales teams. Our inside sales team generates and qualifies leads from marketing and helps manage accounts by serving

as a liaison between the field and internal corporate resources. Our outside sales team works directly with partners and
customers across the globe. Our field sales personnel are located in major cities in three sales regions: the Americas (primarily
the United States); Europe, the Middle East, and Africa (EMEA); and the Asia Pacific region (APAC). Field sales personnel
work closely with our channel partners to sell our products and services to their customers. We reward partners that identify
new business and provide sales expertise for our portfolio of products and solutions through various incentive programs.
Systems engineers, with deep technical domain expertise, support our regional sales account managers and channel partners
providing pre-sale technical solution engineering and support, as needed.

Distributors, VARs, and MSPs. As a key component of our sales strategy, we have established relationships with a
number of large national and international distributors, local and specialized distributors, VARs, and MSPs. We derive a
majority of our product sales from VARs and MSPs, relying on our large distributors for fulfillment, training, and partner
enablement.

Our agreements with our channel partners are not exclusive and do not prevent them from selling competitive products.
These agreements typically have one-year terms with no obligation to renew, and typically do not provide for exclusive sales
territories or minimum purchase requirements.

For fiscal year 2020, sales to one of our worldwide distributors, Ingram Micro, Inc., represented 16.7% of our total
revenues. Our agreements with distributors are standard, non-exclusive distribution agreements that renew automatically on an
annual basis and generally can be terminated by either party with 90 days written notice prior to the start of any renewal term.
The agreements grant certain distributors the right to distribute our products to resellers, with no minimum purchase
requirements.

Systems integrators. We also market our products through strategic relationships with systems integrators, including Dell
Services, DXC, HP Enterprise Services, and IBM Global Services, who include our products as core components of application
deployments or network-based solutions they deploy for their customers. In most cases, systems integrators do not directly
purchase our products for resale to their customers. Instead they typically recommend and/or manage our products as a part of
broader solutions supporting enterprise applications and Internet facing systems that incorporate our technology for security,
high availability, and enhanced performance.

Resellers and technology partners. Historically, our ability to compete with much larger companies has been
strengthened through partnerships with large systems and software vendors. Currently, we partner with many technology
partners and public cloud providers who resell our products. We have ongoing partnerships with the major cloud providers such
as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform and have expanded our reseller routes to
market to include their public cloud marketplaces. F5 has recently signed a Strategic Collaboration Agreement (SCA) with
AWS, and are actively engaged with Microsoft Azure on private offers levering our software on Azure. Our business
development team manages these relationships and closely monitors adjacent and complementary markets for opportunities to
partner with those whose solutions are complementary to ours and could enable us to expand our addressable market.

Marketing

As we continue to expand our offerings beyond hardware and advance our range of consumption models (e.g. from on-
premises to managed services), we continue to focus on driving a compelling and unique value proposition of F5 among our
existing customers as well as new buying centers. In addition to revitalizing our brand in the market, our expansion into new
buying centers among existing customers (DevOps for example), exploration of new routes to market (such as public cloud
marketplaces), and acquisition of a host of net new customers, compels us to increase our focus and investments in more
digitally-enabled, personalized and effortless experiences at scale.

We are increasing our focus on efforts to drive momentum behind our brand and reputation to deliver clarity, guidance
and inspiration among our existing customers, future customers, partners, and employees around our evolving strategy behind
F5’s unique offering. Additionally, to best support our growth as we transform our role in driving value for our customers, we
are underway with transforming marketing from a cost center to one of a revenue center to serve as a meaningful and
predictable source of opportunities, customer growth and ultimately revenues. The critical success factors in this shift are
increased investments in digital technologies, requisite competencies, and shifting our culture to adopt an agile mindset as we
use data to constantly improve our contributions to our customers and ultimately our shareholders.

Manufacturing

We outsource the manufacturing of our pre-configured hardware platforms to a third-party contract manufacturer, Flex
Ltd. ("Flex"), for building, assembling, and testing according to our specifications at Flex's facilities in Guadalajara, Mexico
and Zhuhai, China. Flex also performs the following activities on our behalf: material procurement, PCB assembly and test,
final assembly, system test, quality control, and direct shipment.

We provide a rolling forecast that allows Flex to stock component parts and other materials, plan capacity, and build

finished goods inventory in anticipation of end-user demand. Flex procures components in volumes consistent with our
forecast, assembles the products, and tests them according to our specifications. Generally, we do not own the system
components. Hardware components for our products consist primarily of commodity parts and certain custom components.
Most of our components are purchased from sources which we believe are readily available from other suppliers. However,
some components are purchased from a single or limited source. If the components are unused or the products are not sold
within specified periods of time, we may incur carrying charges or obsolete material charges for components that our contract
manufacturers purchased to build products to meet our forecast or customer orders.

Systems built in Guadalajara are shipped to the Flex fulfillment center in Milpitas, California for distribution primarily to

distributors, value-added resellers, or end users in EMEA and the Americas. Systems built and fulfilled in Zhuhai are for

distribution to partners and customers in APAC. Title to the products transfers from Flex to us and then to our customers upon
shipment from a designated fulfillment location.

Employees

As of September 30, 2020, we had 6,109 employees – over 99% of whom were full time employees. Our employees are
in 47 countries with 55% of employees in the United States. None of our employees are represented by a labor union. We have
experienced no work stoppages and believe that our employee relations are in good standing, as evidenced by our bi-annual
employee engagement survey results.

Culture and engagement

In 2018, we defined and launched BeF5. BeF5 conveys our Guiding Principle of “Do the right thing” and the five

behaviors which unite F5ers and which we expect all employees to emulate.

In 2019, we defined and created our principles for leadership, referred to as LeadF5.

Communications, performance management, development, and a number of other employee engagement activities

connect and reinforce BeF5 and LeadF5.

F5 supports employees and our culture through competitive benefits, a flexible work program which allows employees to

work remotely, and a quarterly Zoom Out Day, dedicated to learning and exploring new ideas. During the current global crisis
surrounding COVID-19, racial injustice, political uncertainty and natural disasters, we have provided employees and leaders
with a variety of support and resources to help them thrive, including new wellness programs, educational series, additional
remote working flexibility and support, and time off. Additionally, our Global Good program supports vulnerable communities
where we work through volunteer efforts, matching of employee donations and volunteer time.

Growth and development

Ongoing development of our workforce is supported across multiple learning organizations within F5, providing
opportunities to improve technical and professional knowledge, better understand our business and products, and strengthen
management and leadership. Employees have access to multiple third-party resources to enhance the learning opportunities
developed internally.

Diversity and Inclusion

F5 believes our differences—when embraced with humility and respect—drive smarter decisions, increased innovation,

stronger performance, and a culture where everyone can be themselves and reach their full potential.

Employee Inclusion Groups (EIGs) – F5 Ability, F5 Appreciates Blackness, F5 Connects Women, F5 Latinx e Hispanos

Unidos, F5 Military Veterans, F5 Multicultural and F5 Pride – bring people together across F5 around the world. All seven
EIGs have a dedicated budget and executive sponsor. F5’s EIGs are employee-led and such employee leaders participate in a F5
sponsored leadership development program. Each leader has dedicated time toward cultivating their EIG and growing as a
leader themselves. In this way, F5 is building an internal diverse and inclusive leadership pipeline within the Company. During
fiscal year 2020, our EIGs have played a critical role in F5 offering distinct programming to help build awareness, host
community events, commemorate important dates, develop our employees, and attract diverse talent to F5.

Compensation and Benefits

F5 offers a competitive Total Rewards package intended to attract, retain and motivate our employees. Our package
includes market-competitive pay, incentive plans, restricted stock unit grants (RSUs), an Employee Stock Purchase Plan,
retirement plans, healthcare, paid time off and family leave.

Governance

In April 2020, F5 formally updated the Compensation Committee charter to reflect a broadening of its purview beyond

executive compensation to include oversight of our policies and strategies relating to talent management and development.

Executive Officers of the Registrant

The following table sets forth certain information with respect to our executive officers as of November 19, 2020:

Name

Age

Position

François Locoh-Donou

Tom Fountain

Geng Lin

Frank Pelzer

Gus Robertson

Scot Rogers

Kara Sprague

Derek Smith

Chad Whalen

Ana White

Mika Yamamoto

President, Chief Executive Officer, and Director

Executive Vice President of Global Services and Chief Strategy Officer

Executive Vice President and Chief Technology Officer

Executive Vice President and Chief Financial Officer

Senior Vice President and General Manager, NGINX

Executive Vice President and General Counsel

Executive Vice President and General Manager, BIG-IP

Senior Vice President and General Manager, Shape

Executive Vice President, Worldwide Sales

Executive Vice President and Chief Human Resources Officer

Executive Vice President and Chief Marketing and Customer Experience Officer

François Locoh-Donou has served as our President, Chief Executive Officer and member of our Board of Directors since

April 2017. Prior to joining F5, Mr. Locoh-Donou served as Senior Vice President and Chief Operating Officer of Ciena
Corporation. During his more than 15 years at Ciena, Mr. Locoh-Donou served in several leadership positions. From August
2011 to October 2015, he served as Ciena’s Senior Vice President, Global Products Group. Previously, he served as Ciena’s
Vice President and General Manager, Europe, Middle East and Africa from June 2005 to August 2011. He holds an M.B.A.
from Stanford University, a 'Mastere' in Optical Telecommunications from the National Institute of Telecommunications of
Paris (ENST), and a 'Diplome d'Ingenieur' in Physics Engineering from the National Institute of Physics in Marseille (ENSPM),
France. Mr. Locoh-Donou serves on the board of Capital One Financial Corporation (NYSE: COF). He is also the co-founder

of Cajou Espoir, a cashew-processing facility that employs several hundred people in rural Togo, 80 percent of whom are
women. Cajou Espoir exports more than 400 tons of cashew kernels annually to the U.S. and Europe.

Tom Fountain has served as our Executive Vice President of Global Services and Chief Strategy Officer since June 2020.
Mr. Fountain joined F5 in January 2018 as Executive Vice President and Chief Strategy Officer. Mr. Fountain is responsible for
F5’s global services organization, including global support, consulting, and services teams. He is also responsible for F5’s
corporate strategy, corporate development, technology partnerships, our service provider business, and new business
incubations. From November 2012 to January 2018, Mr. Fountain served as Senior Vice President for Strategy and Corporate
Development at McAfee LLC, Vice President of Strategy and Operations at Intel Corporation, and Senior Vice President for
Strategy and Corporate Development at McAfee Incorporated. Previously, Mr. Fountain served as Vice President and General
Manager of the Content and Media Business Unit at Juniper Networks from December 2011 to November 2012 and Vice
President of Corporate Strategy at Juniper Networks from February 2009 to December 2011. Earlier in his career, Mr. Fountain
was a venture capitalist at Mayfield Fund from June 2003 to February 2009 and co-founder and engineering leader at Ingrian
Networks from December 1999 to June 2004. He holds an M.B.A., an M.S. in Computer Science, an M.S. in Electrical
Engineering, and a B.S. in Computer Systems Engineering, each from Stanford University.

Geng Lin joined F5 as our Executive Vice President and Chief Technology Officer in July 2019. Mr. Lin is responsible

for the technical vision for the company with a focus on next-generation technological capabilities through organic and
inorganic innovation, including advanced research initiatives and strategic partnerships. Prior to joining F5, Mr. Lin was the
Managing Director, Chief Development Officer and Head of Engineering for consumer and community banking for J.P.
Morgan Chase from September 2017 to June 2019. Previously, he served as Head of Service Engineering for Next Billion
Users, CTO of Corporate Networks at Google, CTO of Network Business at Dell and CTO of Cisco’s IBM Alliance. Mr. Lin is
an industry-leading expert in distributed systems, software-defined infrastructure, and cloud services. He is a contributing
author of two books on cloud and data-intensive computing and holds nine U.S. patents. Mr. Lin received B.Sc. and M.Sc.
degrees in Computer Science from Peking University and a Ph.D. degree in Computer Science from the University of British
Columbia.

Frank Pelzer has served as our Executive Vice President and Chief Financial Officer since May 2018. He oversees F5's
worldwide financial planning, analysis, accounting, reporting, and internal auditing procedures, as well as investor relations.
Prior to joining F5, Mr. Pelzer served as President and Chief Operating Officer of the Cloud Business Group at SAP,
responsible for the execution of strategy and operations of the company's Software as a Service (SaaS) portfolio including
Concur, Ariba, Fieldglass, SuccessFactors, and Hybris. Prior to that, he served as Chief Financial Officer of Concur
Technologies, before it was acquired by SAP in 2014. Mr. Pelzer has also held senior leadership positions at Deutsche Bank
and Credit Suisse Group. Mr. Pelzer serves on the board of directors for Benefitfocus, Limeade, and Modumetal. He holds a
B.A. from Dartmouth College and an M.B.A. from the Tuck School of Business at Dartmouth College.

Scot Rogers has served as our Executive Vice President and General Counsel since January 2014. Mr. Rogers has held a

variety of positions in F5's legal department since 2005, including most recently as Senior Vice President and Associate
General Counsel immediately prior to his promotion to Executive Vice President. From 2002 through 2005, Mr. Rogers was the
General Counsel for Xpediate Consulting, a healthcare technology and consulting company located in the San Francisco Bay
Area. Prior to becoming a corporate counsel, he spent eight years in private practice as a commercial litigator. He is a graduate
of the University of Texas and holds a J.D. from the Dedman School of Law of Southern Methodist University.

Kara Sprague is Executive Vice President and General Manager, BIG-IP product group. She is responsible for F5’s BIG-

IP Application Delivery and Security product portfolio management, products and solutions. Prior to joining F5 in 2017, Ms.
Sprague held various leadership positions across the technology practice of McKinsey & Company. Most recently she led the
Technology, Media, and Telecom Practice for the Western Region. Prior to McKinsey, Ms. Sprague was on the engineering
staff of Oracle, Agilent Technologies, and Hewlett-Packard. She holds a bachelor's degree and two master's degrees from
Massachusetts Institute of Technology and serves on the board of Girls Who Code.

Gus Robertson joined F5 as Senior Vice President and General Manager of NGINX following the Company’s May 2019
acquisition of Nginx, Inc., where he was Chief Executive Officer. Mr. Robertson joined NGINX as CEO in 2012, raising more
than $100 million in venture capital from such investors as Goldman Sachs and New Enterprise Associates. Prior to joining
NGINX, he led Global Business Development at Red Hat and ran the Asia Pacific region for Visio, prior to its acquisition by
Microsoft in 2000. Mr. Robertson studied Marketing at Charles Sturt University in Australia and completed the Advanced
Management Program at Duke University’s Fuqua School of Business.

Derek Smith joined F5 as Senior Vice President and General Manager of Shape following the Company’s January 2020

acquisition of Shape Security, Inc. which he co-founded in 2011 and served as Chief Executive Officer. Shape’s solutions
protect enterprises and government agencies from fraud, abuse and other sophisticated cyber attacks. Prior to co-founding

Shape, Smith was Senior Advisor for Cyber-Policy at the Office of the Secretary of Defense at the U.S. Department of Defense.
He joined the government agency from Raytheon, the global defense contractor, where he served as VP of Cyber-Security after
the company acquired Oakley Networks in 2007. Smith founded Oakley Networks in 2001, having developed the first data-
leakage protection and insider threat network security technology, which is now deployed throughout the U.S. Department of
Defense, the U.S. intelligence community, and the Fortune 500.

Chad Whalen has served as our Executive Vice President of Worldwide Sales since July 2018. He is responsible for F5’s

global sales strategy and brings over 20 years of experience leading global teams across Europe, Asia, and North and South
America in network infrastructure, security, and SaaS. Mr. Whalen joined F5 in 2017 to lead the Cloud Sales team. Prior to
joining F5, he ran strategic alliances at Fortinet, worldwide sales and services at Jasper, Americas sales and field operations at
Ciena and global sales and marketing at World Wide Packets (WWP). He holds a B.A. in Business Administration and
Management from Eastern Washington University.

Ana White has served as our Executive Vice President and Chief Human Resources Officer since January 2018. She is

responsible for the F5’s people, practices, and professional growth programs; recruiting; diversity and inclusion; organizational
development; and employee advocacy initiatives. Ms. White comes to F5 from Microsoft, where she led global Human
Resources teams for over 18 years across multiple business units. Most recently, she acted as General Manager, Human
Resources for Microsoft’s Business Development, Finance, HR and Legal organizations with responsibility for their teams’ HR
strategy, talent management, diversity and inclusion, and organizational capability as well as HR Business Insights across
Microsoft. Prior to that, Ms. White led HR for the Marketing and Consumer Business organization. Prior to Microsoft, she was
a Compensation and Benefits Consultant at Willis Towers Watson. She holds a B.S. in Mathematics from Seattle University,
and serves on the taskforce for both the Seattle University Center for Science and Innovation and the board of Childhaven.

Mika Yamamoto joined F5 in May 2019 in the newly created role of Executive Vice President and Chief Marketing and
Customer Experience Officer. In this role, she is responsible for leading the company’s marketing strategies across segments,
channels, and geographies, and ensuring customers remain at the forefront of the company’s Digital Transformation initiative.
Prior to joining F5, Ms. Yamamoto served as Global President of Marketo, where she led the company’s go-to-market strategy
after it was acquired by Adobe. Ms. Yamamoto previously served as Chief Digital Marketing Officer and CMO for SAP. In
addition, she has held senior leadership roles at Amazon Books, Microsoft Windows and Microsoft Stores, Gartner Research
and Accenture. She holds a B.A. in Commerce, Economics and Marketing from Queen’s University in Canada and serves on
the board of the Rainier Valley Food Bank.

Item 1A.

Risk Factors

In addition to the other information in this report, the following risk factors should be carefully considered in evaluating

our company and operations.

Our business could be adversely impacted by conditions affecting the information technology market

A substantial portion of our business depends on the demand for information technology by large enterprise customers

and service providers. In addition to the challenges presented by new cloud computing models, we are dependent upon the
overall economic health of our current and prospective customers and the continued growth and evolution of the Internet.
International, national, regional and local economic conditions, such as recessionary economic cycles, protracted economic
slowdown or further deterioration of the economy could adversely impact demand for our products. Demand for our products
and services depends substantially upon the general demand for application delivery products and associated services, which
fluctuates based on numerous factors, including capital spending levels and growth of our current and prospective customers, as
well as general economic conditions. Moreover, the purchase of our products is often discretionary and may involve a
significant commitment of capital and other resources. Future economic projections for the information technology sector are
uncertain as companies continue to reassess their spending for technology projects and embrace new models for delivery of IT
services, such as cloud computing and highly orchestrated software defined networking environments. As a result, spending
priorities for our current and future customers may vary and demand for our products and services may be impacted. In
addition, customer buying patterns are changing over time and more customers seek to rent software on a subscription basis and
to reduce their total cost of ownership. These evolving business models could lead to changes in demand and licensing
strategies, which could have a material adverse effect on our business, results of operations and financial condition.

Cloud-based computing trends present competitive and execution risks

Customers are transitioning to a hybrid computing environment utilizing various cloud-based software and services

accessed via various smart client devices. Pricing and delivery models are evolving and our competitors are developing and
deploying cloud-based services for customers. In addition, new cloud infrastructures are enabling the emergence of new
competitors including large cloud providers who offer their own ADC functionality as well as smaller companies targeting the
growing numbers of "born in the cloud" applications. We are devoting significant resources to develop and deploy our own
competing cloud-based software and services strategies. While we believe our expertise and investments in software and
infrastructure for cloud-based services provides us with a strong foundation to compete, it is uncertain whether our strategies
will attract the customers or generate the revenue required to be successful. In addition to software development costs, we are
incurring costs to build and maintain infrastructure to support cloud-computing services. These costs may reduce the operating
margins we have previously achieved. Whether we are successful in this new business model depends on our execution in a
number of areas, including:

•

continuing to innovate and bring to market compelling cloud-based services that generate increasing traffic and market
share;

• maintaining the utility, compatibility and performance of our software on the growing array of cloud computing platforms

and the enhanced interoperability requirements associated with orchestration of cloud computing environments; and

•

implementing the infrastructure to deliver our own cloud-based services.

These new business models may reduce our revenues or operating margins and could have a material adverse effect on

our business, results of operations and financial condition.

Industry consolidation may result in increased competition

Some of our competitors have made acquisitions or entered into partnerships or other strategic relationships to offer a

more comprehensive solution than they had previously offered. We have also entered into large, strategic partnerships to
enhance our competitive position in the marketplace. As IT companies attempt to strengthen or maintain their market positions
in the evolving application delivery, mobility, cloud networking and cloud platform markets, these companies continue to seek
to deliver comprehensive IT solutions to end users and combine enterprise-level hardware and software solutions that may
compete with our solutions and which could negatively impact our partnerships. These consolidators or potential consolidators
may have significantly greater financial, technical and other resources than we do and may be better positioned to acquire and
offer complementary products and services. The companies resulting from these possible combinations may create more
compelling product and service offerings and be able to offer greater pricing flexibility or sales and marketing support for such
offerings than we can. These heightened competitive pressures could result in a loss of customers or a reduction in our revenues
or revenue growth rates, all of which could adversely affect our business, results of operations and financial condition.

We may not be able to compete effectively in the emerging application services market

The markets we serve are new, rapidly evolving and highly competitive, and we expect competition to persist and
intensify in the future. Our principal competitors in the application services market include Citrix Systems, Inc., Radware Ltd.,
and a number of other competitors that have a smaller market presence or limited feature set, such as: A10 Networks, Amazon
Web Services, HAProxy, Microsoft Azure, and VMware.

In related markets, we compete with companies such as the following:

• Cisco, Juniper Networks, and A10 Networks for carrier-grade firewall capabilities;

• Akamai, Imperva, and Citrix Systems in the web application firewall market;

• Cisco, Juniper Networks, and A10 Networks in Carrier Grade NAT;

• Symantec/Blue Coat and A10 Networks in SSL Orchestration;

• Pulse Security and Ping Identity for Access Policy Manager;

We expect to continue to face additional competition as new participants enter our markets. As we continue to expand

globally, we may see new competitors in different geographic regions. In addition, larger companies with significant resources,
brand recognition, and sales channels may form alliances with or acquire competing application services solutions from other
companies and emerge as significant competitors. Potential competitors may bundle their products or incorporate an Internet
traffic management or security component into existing products in a manner that discourages users from purchasing our
products. Any of these circumstances may limit our opportunities for growth and negatively impact our financial performance.

Our success depends on our timely development of new products and features, market acceptance of new product

offerings and proper management of the timing of the life cycle of our products

The markets for our products and services are characterized by:

•

rapid technological change;

evolving industry standards;

consolidation of network and application functions into existing network infrastructure products;

requirements that our products interoperate with those of other IT vendors to enable ease of management;

fluctuations in customer demand;

changes in customer requirements; and

frequent new product and service introductions and enhancements.

Our continued success depends on our ability to identify and develop new products and new features for our existing
products to meet the demands of these changes, and the acceptance of those products and features by our existing and target
customers. In addition, our products must interoperate with our end customers’ IT infrastructure, which often have different
specifications, deploy products from multiple vendors, and utilize multiple protocol standards. Our customers’ IT infrastructure
is becoming more complex and we may be reliant on orchestration and interoperability with third party vendors on whom we
are reliant for testing and support of new product versions and configurations. If we are unable to identify, develop and deploy
new products and new product features on a timely basis, our business and results of operations may be harmed.

The current development cycle for our products is on average 12-24 months. The introduction of new products or product

enhancements may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby
offsetting the benefit of even a successful product introduction, and may cause customers to defer purchasing our existing
products in anticipation of the new products. This could harm our operating results by decreasing sales, increasing our
inventory levels of older products and exposing us to greater risk of product obsolescence. We have also experienced, and may
in the future experience, delays in developing and releasing new products and product enhancements. This has led to, and may
in the future lead to, delayed sales, increased expenses and lower quarterly revenue than anticipated. Also, in the development
of our products, we have experienced delays in the prototyping of our products, which in turn has led to delays in product
introductions. In addition, complexity and difficulties in managing product transitions at the end-of-life stage of a product can
create excess inventory of components associated with the outgoing product that can lead to increased expenses. Any or all of
the above problems could materially harm our business and results of operations.

Our success depends on sales and continued innovation of our Application Delivery Controller and Application Security

product lines

We expect to derive a significant portion of our net revenues from sales of our Application Delivery Controller (ADC)

and Application Security products in the future. Implementation of our strategy depends upon these products being able to solve
critical network availability, performance and security problems for our customers. If our products are unable to solve these
problems for our customers or if we are unable to sustain the high levels of innovation in product feature sets needed to
maintain leadership in what will continue to be a competitive market environment, our business and results of operations will be
harmed.

Security vulnerabilities in our IT systems or products as well as unforeseen product errors could have a material adverse

impact on our business results of operations, financial condition and reputation

In the ordinary course of business, we store sensitive data, including intellectual property, personal data, our proprietary

business information and that of our customers, suppliers and business partners on our networks. In addition, we store sensitive
data through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third
parties. The secure maintenance of this information is critical to our operations and business strategy. Our information systems
and those of our partners and customers are subject to the increasing threat of intrusions by a wide range of actors including
computer programmers, hackers or sophisticated nation-state and nation-state supported actors or they may be compromised
due to employee error or wrongful conduct, malfeasance, or other disruptions. Despite our security measures, and those of our
third-party vendors, our information technology and infrastructure has experienced breaches or disruptions and may be
vulnerable in the future to breach, attacks or disruptions. If any breach or attack compromises our networks, creates system
disruptions or slowdowns or exploits security vulnerabilities of our products, the information stored on our networks or those of
our customers could be accessed and modified, publicly disclosed, lost or stolen, and we may be subject to liability to our
customers, suppliers, business partners and others, and suffer reputational and financial harm.

In addition, our products are used to manage critical applications and data for customers and third parties may attempt to
exploit security vulnerabilities in our products as well as our internal IT systems. As we continue to focus on the development
and marketing of security solutions, we become a bigger target for malicious computer hackers, including sophisticated nation-
state and nation-state supported actors who wish to exploit security vulnerabilities in our products or IT systems.

We devote significant resources to addressing security vulnerabilities in our IT systems, product solutions and services

through our efforts to engineer more secure solutions and services, enhance security and reliability features in our solutions and
services, deploy security updates to address security vulnerabilities and seek to respond to known security incidents in sufficient
time to minimize any potential adverse impact. Despite our efforts to harden our infrastructure and build secure solutions, from
time to time, we experience attacks and other cyber-threats. These attacks can seek to exploit, among other things, known or
unknown vulnerabilities in technology included in our IT infrastructure, solutions and services. While we have undertaken
efforts to mitigate these vulnerabilities, they could render our internal systems, products, and solutions and services susceptible
to a cyber-attack.

Our products may also contain undetected errors or defects when first introduced or as new versions are released. We
have experienced these errors or defects in the past in connection with new products and product upgrades. As our products and
customer IT infrastructures become increasingly complex, customers may experience unforeseen errors in implementing our
products into their IT environments. We expect that these errors or defects will be found from time to time in new or enhanced
products after commencement of commercial shipments. These problems may cause us to incur significant warranty and repair
costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer
relations problems. We may also be subject to liability claims for damages related to product errors or defects. While we carry
insurance policies covering this type of liability, these policies may not provide sufficient protection should a claim be asserted.
A material product liability claim may harm our business and results of operations.

Our products must successfully operate with products from other vendors. As a result, when problems occur in a network,

it may be difficult to identify the source of the problem. The occurrence of software or hardware problems, whether caused by
our products or another vendor’s products, may result in the delay or loss of market acceptance of our products. The occurrence
of any of these problems may harm our business and results of operations.

Any errors, defects or vulnerabilities in our products or IT systems could result in:

expenditures of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-
around errors and defects or to address and eliminate vulnerabilities;

remediation costs, such as liability for stolen assets or information, repairs or system damage;

increased cybersecurity protection costs which may include systems and technology changes, training, and engagement of
third party experts and consultants;

increased insurance premiums;

loss of existing or potential customers or channel partners;

loss of proprietary information leading to lost competitive positioning and lost revenues;

negative publicity and damage to our reputation;

delayed or lost revenue;

delay or failure to attain market acceptance;

an increase in warranty claims compared with our historical experience, or an increased cost of servicing warranty claims,
either of which would adversely affect our gross margins; and

litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

•

We are dependent on various information technology systems, and failures of or interruptions to those systems could

harm our business

Many of our business processes depend upon our IT systems, the systems and processes of third parties, and on interfaces

with the systems of third parties. For example, our order entry system provides information to the systems of our contract
manufacturers, which enables them to build and ship our products. If those systems fail or are interrupted, or if our ability to
connect to or interact with one or more networks is interrupted, our processes may function at a diminished level or not at all.
This would harm our ability to ship products, and our financial results may be harmed.

In addition, reconfiguring our IT systems or other business processes in response to changing business needs may be

time-consuming and costly. To the extent this impacted our ability to react timely to specific market or business opportunities,
our financial results may be harmed.

Our failure to adequately protect personal information could have a material adverse effect on our business

A wide variety of local, state, national, and international laws, directives and regulations apply to the collection, use,

retention, protection, disclosure, transfer, and other processing of personal data. These data protection and privacy-related laws
and regulations continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of
enforcement and sanctions and increased costs of compliance. Certain safe-harbor exemptions upon which the Company relies
for data transfers have been challenged and may no longer be available to us in the future. Our failure to comply with applicable
laws and regulations, or to protect such data, could result in enforcement action against us, including fines, imprisonment of
company officials and public censure, claims for damages by end-customers and other affected individuals, damage to our
reputation and loss of goodwill (both in relation to existing end-customers and prospective end-customers), any of which could
have a material adverse effect on our operations, financial performance, and business. Changing definitions of personal data and
personal information, within the European Union, the United States, and elsewhere, especially relating to classification of IP
addresses, machine identification, location data, and other information, may limit or inhibit our ability to operate or expand our
business, including limiting strategic partnerships that may involve the sharing of data. The evolving data protection regulatory
environment may require significant management attention and financial resources to analyze and modify our IT infrastructure
to meet these changing requirements all of which could reduce our operating margins and impact our operating results and
financial condition.

Our success depends on our key personnel and our ability to hire, retain and motivate qualified executives, sales and

marketing, operations, product development and professional services personnel

Our success depends, in large part, on our ability to attract, engage, retain, and integrate qualified executives and other key

employees throughout all areas of our business. In order to attract and retain executives and other key employees in a
competitive marketplace, we must provide a competitive compensation package, including cash- and equity-based
compensation. If we do not obtain the stockholder approval needed to continue granting equity compensation in a competitive
manner, our ability to attract, retain, and motivate executives and key employees could be weakened. Failure to successfully
hire executives and key employees or the loss of any executives and key employees could have a significant impact on our
operations. We have recently experienced changes in our senior leadership team and we expect to continue to see changes as we
build the team that is needed to execute our strategy. Changes in our management team may be disruptive to our business, and
any failure to successfully integrate key new hires or promoted employees could adversely affect our business and results of
operations. The complexity of our products and their integration into existing networks and ongoing support, as well as the
sophistication of our sales and marketing effort, requires us to retain highly trained developers, professional services, customer
support and sales personnel. Competition for qualified developers, professional services, customer support and sales personnel
in our industry is intense, especially in Silicon Valley and Seattle where we have substantial operations and a need for highly
skilled personnel, because of the limited number of people available with the necessary technical skills and understanding of
our products. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been
improperly solicited, that they have divulged proprietary or other confidential information, that they have violated non-compete
obligations to their prior employers, or that their former employers own their inventions or other work product. Our ability to
hire and retain these personnel may be adversely affected by volatility or reductions in the price of our common stock or our
ability to get approval from shareholders to offer additional common stock to our employees, since these employees are
generally granted restricted stock units. The loss of services of any of our key personnel, the inability to retain and attract
qualified personnel in the future or delays in hiring qualified personnel may harm our business and results of operations. In
addition, we recently announced a restructuring to re-align our workforce to match strategic and financial objectives and
optimize resources for long term growth, including a reduction in force program impacting a number of employees. This
restructuring could lead to increased attrition amongst those employees who were not directly affected by the reduction in force
program.

We recently implemented a restructuring program, which we cannot guarantee will achieve its intended result

In the first fiscal quarter of 2020, we completed a restructuring program to match strategic and financial objectives and

optimize resources for long term growth. We incur substantial costs to implement restructuring plans, and our restructuring
activities may subject us to litigation risks and expenses. Our past restructuring plans do not provide any assurance that
additional restructuring plans will not be required or implemented in the future. In addition, our restructuring plans may have
other consequences, such as attrition beyond our planned reduction in workforce, a negative effect on employee morale and
productivity or our ability to attract highly skilled employees. Our competitors may also use our restructuring plans to seek to

gain a competitive advantage over us. As a result, our restructuring plans may affect our revenue and other operating results in
the future.

The average selling price of our products may decrease and our costs may increase, which may negatively impact

revenues and profits

It is possible that the average selling prices of our products will decrease in the future in response to competitive pricing
pressures, increased sales discounts, new product introductions by us or our competitors, as well as the shift to more software
consumption based and “as a service based” models, or other factors. Therefore, in order to maintain our profits, we must
develop and introduce new products and product enhancements on a timely basis and continually reduce our product costs. Our
failure to do so could cause our revenue and profits to decline, which would harm our business and results of operations. In
addition, we may experience substantial period-to-period fluctuations in future operating results due to the erosion of our
average selling prices.

Our business may be harmed if our contract manufacturers are not able to provide us with adequate supplies of our

products or if a single source of hardware assembly is lost or impaired

We outsource the manufacturing of our hardware platforms to third party contract manufacturers who assemble these

hardware platforms to our specifications. We have experienced minor delays in shipments from contract manufacturers in the
past. However, if we experience major delays in the future or other problems, such as inferior quality and insufficient quantity
of product, any one or a combination of these factors may harm our business and results of operations. The inability of our
contract manufacturers to provide us with adequate supplies of our products or the loss of one or more of our contract
manufacturers may cause a delay in our ability to fulfill orders while we obtain a replacement manufacturer and may harm our
business and results of operations. In particular, we currently subcontract manufacturing of our products to a single contract
manufacturer with whom we do not have a long-term contract. If our arrangement with this single source of hardware assembly
was terminated or otherwise impaired, and we were not able to engage another contract manufacturer in a timely manner, our
business, financial condition and results of operation could be adversely affected.

If the demand for our products grows, we will need to increase our raw material and component purchases, contract
manufacturing capacity and internal test and quality control functions. Any disruptions in product flow may limit our revenue,
may harm our competitive position and may result in additional costs or cancellation of orders by our customers.

Our business could suffer if there are any interruptions or delays in the supply of hardware components from our third-

party sources

We currently purchase several hardware components used in the assembly of our products from a number of single or
limited sources. Lead times for these components vary significantly. The unavailability of suitable components, any interruption
or delay in the supply of any of these hardware components or the inability to procure a similar component from alternate
sources at acceptable prices within a reasonable time, may delay assembly and sales of our products and, hence, our revenues,
and may harm our business and results of operations.

It is difficult to predict our future operating results because we have an unpredictable sales cycle

Our products have a lengthy sales cycle and the timing of our revenue is difficult to predict. Historically, our sales cycle
has ranged from approximately two to three months and has tended to lengthen as our products become increasingly complex.
Also, as our distribution strategy is focused on a channel model, utilizing value-added resellers, distributors and systems
integrators, the level of variability in the length of sales cycle across transactions has increased and made it more difficult to
predict the timing of many of our sales transactions. Sales of our products require us to educate potential customers in their use
and benefits. Sales of our products are subject to delays from the lengthy internal budgeting, approval and competitive
evaluation processes that large enterprises and governmental entities may require. For example, customers frequently begin by
evaluating our products on a limited basis and devote time and resources to testing our products before they decide whether or
not to purchase. Customers may also defer orders as a result of anticipated releases of new products or enhancements by our
competitors or us. As a result, our products have an unpredictable sales cycle that contributes to the uncertainty of our future
operating results.

We may not be able to sustain or develop new distribution relationships, and a reduction or delay in sales to significant

distribution partners could hurt our business

We sell our products and services through multiple distribution channels in the United States and internationally,
including leading industry distributors, value-added resellers, systems integrators, service providers and other indirect channel
partners. We have a limited number of agreements with companies in these channels, and we may not be able to increase our
number of distribution relationships or maintain our existing relationships. Recruiting and retaining qualified channel partners
and training them in our technologies requires significant time and resources. These channel partners may also market, sell and
support products and services that are competitive with ours and may devote more resources to the marketing, sales and support
of such competitive products. Our indirect sales channel structure could subject us to lawsuits, potential liability, and
reputational harm if, for example, any of our channel partners misrepresent the functionality of our products or services to
customers or violate laws or our corporate policies. If we are unable to establish or maintain our indirect sales channels, our
business and results of operations will be harmed. In addition, one worldwide distributor of our products accounted for 16.7%
of our total net revenue for fiscal year 2020. A substantial reduction or delay in sales of our products to these distribution
partners, if not replaced by sales to other indirect channel partners and distributors, could harm our business, operating results
and financial condition.

A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and

risks

Sales to U.S. and foreign, federal, state, and local governmental agency end-customers account for a significant portion of

our revenues and we may in the future increase sales to government entities. Sales to government entities are subject to a
number of risks. Selling to government entities can be highly competitive, expensive, and time consuming, often requiring
significant upfront time and expense without any assurance that these efforts will generate a sale. The substantial majority of
our sales to date to government entities have been made indirectly through our channel partners. Government certification
requirements for products like ours may change, thereby restricting our ability to sell into the federal government sector until
we have attained the revised certification. Government demand and payment for our products and services may be impacted by
public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector
demand for our products and services. Government entities may have statutory, contractual or other legal rights to terminate
contracts with our distributors and resellers for convenience or due to a default, and any such termination may adversely impact
our future operating results. Governments routinely investigate and audit government contractors’ administrative processes, and
any unfavorable audit could result in the government refusing to continue buying our products and services, a reduction of
revenue or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely impact
our operating results in a material way. Finally, for purchases by the U.S. government, the government may require certain
products to be manufactured in the United States and other relatively high cost manufacturing locations, and we may not
manufacture all products in locations that meet the requirements of the U.S. government, affecting our ability to sell these
products to the U.S. government.

Misuse of our products could harm our reputation

Our products may be misused by end-customers or third parties that obtain access to our products. For example, our
products could be used to censor private access to certain information on the Internet. Such use of our products for censorship
could result in negative publicity and damage to our reputation. In addition, as many of our products are subject to export
control regulations, diversion of our products to restricted third parties by others could result in investigations, penalties, fines,
trade restrictions and negative publicity that could damage our reputation and materially impact our business, operating results,
and financial condition.

Our quarterly and annual operating results may fluctuate in future periods, which may cause our stock price to fluctuate

Our quarterly and annual operating results have varied significantly in the past and could vary significantly in the future,

which makes it difficult for us to predict our future operating results. Our operating results may fluctuate due to a variety of
factors, many of which are outside of our control, including the changing and recently volatile U.S. and global economic
environment, which may cause our stock price to fluctuate. In particular, we anticipate that the size of customer orders may
increase as we continue to focus on larger business accounts. A delay in the recognition of revenue, even from just one account,
may have a significant negative impact on our results of operations for a given period. In the past, a majority of our sales have
been realized near the end of a quarter. Accordingly, a delay in an anticipated sale past the end of a particular quarter may
negatively impact our results of operations for that quarter, or in some cases, that fiscal year. Additionally, we have exposure to
the credit risks of some of our customers and sub-tenants. Although we have programs in place that are designed to monitor and
mitigate the associated risk, there can be no assurance that such programs will be effective in reducing our credit risks
adequately. We monitor individual payment capability in granting credit arrangements, seek to limit the total credit to amounts

we believe our customers can pay and maintain reserves we believe are adequate to cover exposure for potential losses. If there
is a deterioration of a sub-tenant’s or a major customer’s creditworthiness or actual defaults are higher than expected, future
losses, if incurred, could harm our business and have a material adverse effect on our operating results. Further, our operating
results may be below the expectations of securities analysts and investors in future quarters or years. Our failure to meet these
expectations will likely harm the market price of our common stock. Such a decline could occur, and has occurred in the past,
even when we have met our publicly stated revenue and/or earnings guidance.

Reliance on fulfillment at the end of the quarter could cause our revenue for the applicable period to fall below expected

levels

As a result of customer buying patterns and the efforts of our sales force and channel partners to meet or exceed their

sales objectives, we have historically received a substantial portion of sales orders and generated a substantial portion of
revenue during the last few weeks of each fiscal quarter. In addition, any significant interruption in our information technology
systems, which manage critical functions such as order processing, revenue recognition, financial forecasts, inventory and
supply chain management, and trade compliance reviews, could result in delayed order fulfillment and decreased revenue for
that fiscal quarter. If expected revenue at the end of any fiscal quarter is delayed for any reason, including the failure of
anticipated purchase orders to materialize, our third party contract manufacturers’ inability to manufacture and ship products
prior to fiscal quarter-end to fulfill purchase orders received near the end of the fiscal quarter, our failure to manage inventory
to meet demand, our inability to release new products on schedule, any failure of our systems related to order review and
processing, or any delays in shipments based on trade compliance requirements, our revenue for that quarter could fall below
our expectations, resulting in a decline in the trading price of our common stock.

Changes in financial accounting standards may cause adverse unexpected revenue fluctuations and affect our reported

results of operations

A change in accounting policies can have a significant effect on our reported results and may even affect our reporting of

transactions completed before the change is effective. New pronouncements and varying interpretations of existing
pronouncements have occurred with frequency and may occur in the future. Changes to existing rules, or changes to the
interpretations of existing rules, could lead to changes in our accounting practices, and such changes could adversely affect our
reported financial results or the way we conduct our business.

If we are unable to maintain effective internal control over financial reporting, the accuracy and timeliness of our

financial reporting may be adversely affected

As a public company, we are required to design and maintain proper and effective internal controls over financial

reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002
requires that we evaluate and determine the effectiveness of our internal controls over financial reporting and provide a
management report on the internal controls over financial reporting, which must be attested to by our independent registered
public accounting firm. We have an ongoing program to review the design of our internal controls framework in keeping with
changes in business needs, implement necessary changes to our controls design and test the system and process controls
necessary to comply with these requirements. If in the future, our internal controls over financial reporting are determined to be
not effective resulting in a material weakness, investor perceptions regarding the reliability of our financial statements may be
adversely affected which could cause a decline in the market price of our stock and otherwise negatively affect our liquidity and
financial condition.

We may have exposure to greater than anticipated tax liabilities

Our provision for income taxes is subject to volatility and could be affected by changes in our business operations,
including acquisitions, new offerings, and changes in the jurisdictions in which we operate. The provision for income taxes may
also be impacted by changes in stock-based compensation, changes in the research and development tax credit laws, earnings
being lower than anticipated in jurisdictions where we have lower statutory rates and being higher than anticipated in
jurisdictions where we have higher statutory rates, transfer pricing adjustments, not meeting the terms and conditions of tax
holidays or incentives, changes in the valuation of our deferred tax assets and liabilities, changes in actual results versus our
estimates, or changes in tax laws, regulations, accounting principles or interpretations thereof, including changes to the tax laws
applicable to corporate multinationals. Our results of operations and cash flows could be affected by future guidance
implementing the provisions of the Tax Cuts and Jobs Act. In addition, we may be subject to examination of our income tax
returns by the U.S. Internal Revenue Service and other tax authorities. While we regularly assess the likelihood of adverse
outcomes from such examinations and the adequacy of our provision for income taxes, there can be no assurance that such
provision is sufficient and that a determination by a tax authority will not have an adverse effect on our results of operations and
cash flows.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to

compete in international markets

Our products are subject to U.S. export controls and may be exported outside the U.S. only with the required level of

export license or through an export license exception because we incorporate encryption technology into our products. In
addition, various countries regulate the import of certain encryption technology and have enacted laws that could limit our
ability to distribute our products or our customers’ ability to implement our products in those countries. Changes in our
products or changes in export and import regulations may create delays in the introduction of our products in international
markets, prevent our customers with international operations from deploying our products throughout their global systems or, in
some cases, prevent the export or import of our products to certain countries altogether. Any change in export or import
regulations or related legislation, shift in approach to the enforcement or scope of existing regulations or change in the
countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our
decreased ability to export or sell our products to, existing or potential customers with international operations. Any decreased
use of our products or limitation on our ability to export or sell our products would likely adversely affect our business,
operating results and financial condition.

We may not be able to adequately protect our intellectual property, and our products may infringe on the intellectual

property rights of third parties

We rely on a combination of patent, copyright, trademark and trade secret laws, and restrictions on disclosure of

confidential and proprietary information to protect our intellectual property rights. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring
unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent
misappropriation of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as
fully as in the United States.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation

regarding patent and other intellectual property rights. In the ordinary course of our business, we are involved in disputes and
licensing discussions with others regarding their claimed proprietary rights and cannot provide assurance that we will always
successfully defend ourselves against such claims and such matters are subject to many uncertainties and outcomes are not
predictable with assurance. We expect that infringement claims may increase as the number of products and competitors in our
market increases and overlaps occur. Also, as we have gained greater visibility, market exposure and competitive success, we
face a higher risk of being the subject of intellectual property infringement claims. If we are found to infringe the proprietary
rights of others, or if we otherwise settle such claims, we could be compelled to pay damages or royalties and either obtain a
license to those intellectual property rights or alter our products so that they no longer infringe upon such proprietary rights.
Any license could be very expensive to obtain or may not be available at all or may require us to make royalty payments which
could adversely affect gross margins in future periods. The actual liability in any such matters may be materially different from
our estimate, if any, which could result in the need to adjust the liability and record additional expenses. Similarly, changing our
products or processes to avoid infringing upon the rights of others may be costly or impractical. In addition, we have initiated,
and may in the future initiate, claims or litigation against third parties for infringement of our proprietary rights, or to determine
the scope and validity of our proprietary rights or those of our competitors. Any of these claims, whether claims that we are
infringing the proprietary rights of others, or vice versa, with or without merit, may be time-consuming, result in costly
litigation and diversion of technical and management personnel or require us to cease using infringing technology, develop non-
infringing technology or enter into royalty or licensing agreements. Further, our license agreements typically require us to
indemnify our customers, distributors and resellers for infringement actions related to our technology, which could cause us to
become involved in infringement claims made against our customers, distributors or resellers. Any of the above-described
circumstances relating to intellectual property rights disputes could result in our business and results of operations being
harmed.

We incorporate open source software into our products. Although we monitor our use of open source closely, the terms of

many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in
a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. We could also
be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software
incorporated into our products. In either event, we could be required to seek licenses from third parties in order to continue
offering our products, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot
be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results and
financial condition.

Many of our products include intellectual property licensed from third parties. In the future, it may be necessary to renew

licenses for third party intellectual property or obtain new licenses for other technology. These third party licenses may not be

available to us on acceptable terms, if at all. The inability to obtain certain licenses, or litigation regarding the interpretation or
enforcement of license rights and related intellectual property issues, could have a material adverse effect on our business,
operating results and financial condition. Furthermore, we license some third party intellectual property on a non-exclusive
basis and this may limit our ability to protect our intellectual property rights in our products.

Our operating results are exposed to risks associated with international commerce

As our international sales increase, our operating results become more exposed to international operating risks.

Additionally, our international sales and operations are subject to a number of risks, including the following:

•

greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;

the uncertainty of protection for intellectual property rights in some countries;

greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;

risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and
localization of our products required in foreign countries;

greater risk of a failure of foreign employees, partners, distributors, and resellers to comply with both U.S. and foreign laws,
including antitrust regulations, the U.S. Foreign Corrupt Practices Act, and any trade regulations ensuring fair trade
practices;

heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales
arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

increased expenses incurred in establishing and maintaining office space and equipment for our international operations;

greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities;

• management communication and integration problems resulting from cultural and geographic dispersion;

•

fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

economic uncertainty around the world, including continued economic uncertainty as a result of sovereign debt issues in
Europe; and

general economic and political conditions in these foreign markets.

In addition, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European

Union (commonly referred to as Brexit). The uncertainty surrounding the terms of the United Kingdom's withdrawal and its
consequences, may cause our customers to closely monitor their costs and reduce their spending on our products and services.

We must hire and train experienced personnel to staff and manage our foreign operations. To the extent that we
experience difficulties in recruiting, training, managing, and retaining an international staff, and specifically staff related to
sales management and sales personnel, we may experience difficulties in sales productivity in foreign markets. We also enter
into strategic distributor and reseller relationships with companies in certain international markets where we do not have a local
presence. If we are not able to maintain successful strategic distributor relationships internationally or recruit additional
companies to enter into strategic distributor relationships, our future success in these international markets could be limited.
Business practices in the international markets that we serve may differ from those in the United States and may require us in
the future to include terms other than our standard terms in customer contracts. We intend to continue expanding into
international markets. Sales outside of the Americas represented 44.0% and 44.5% of our net revenues for the fiscal years ended
September 30, 2020 and 2019, respectively.

These factors and other factors could harm our ability to gain future international revenues and, consequently, materially
impact our business, operating results, and financial condition. The expansion of our existing international operations and entry
into additional international markets will require significant management attention and financial resources. Our failure to
successfully manage our international operations and the associated risks effectively could limit the future growth of our
business.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and

results of operations

Our sales contracts are denominated in U.S. dollars, and therefore, substantially all of our revenue is not subject to foreign

currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our solutions to our end customers
outside of the United States, which could adversely affect our financial condition and operating results. In addition, an

increasing portion of our operating expenses is incurred outside the United States, is denominated in foreign currencies, and is
subject to fluctuations due to changes in foreign currency exchange rates. If we become more exposed to currency fluctuations
and are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be
adversely affected. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other
derivative instruments.

Changes in governmental regulations could negatively affect our revenues

Many of our products are subject to various regulations promulgated by the United States and various foreign

governments including, but not limited to, environmental regulations and regulations implementing export license requirements
and restrictions on the import or export of some technologies, especially encryption technology. Changes in governmental
regulation and our inability or failure to obtain required approvals, permits or registrations could harm our international and
domestic sales and adversely affect our revenues, business and operations.

New regulations related to conflict minerals may force us to incur additional expenses and could limit the supply and

increase the costs of certain metals and minerals used in the manufacturing of our products

In August 2012, the SEC adopted new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010 (or the Dodd-Frank Act) for companies that use certain minerals and derivative metals (referred to as conflict
minerals, regardless of their country of origin) in their products, whether or not these products are manufactured by third
parties. The Dodd-Frank Act requires companies to perform due diligence and disclose whether or not such minerals originate
from the Democratic Republic of Congo or adjoining countries. We filed a report on Form SD with the SEC regarding such
matters on May 29, 2020. These requirements could adversely affect the sourcing, availability and pricing of minerals or metals
used in the manufacture of our products and the numerous components that go into our products all of which could adversely
affect our business, financial condition, and operating results. In addition, we will incur additional costs to comply with the
disclosure requirements, including costs related to determining the source of any relevant minerals and metals used in our
products. We have a complex supply chain and many components are sourced through our contract manufacturer and we may
not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence
procedures that we implement. As a result, we may face reputational challenges with our customers and other stakeholders and
possible regulatory risk.

We face litigation risks

We are a party to lawsuits in the normal course of our business. Litigation in general, and intellectual property and
securities litigation in particular, can be expensive, lengthy and disruptive to normal business operations. Moreover, the results
of complex legal proceedings are difficult to predict. Responding to lawsuits has been, and will likely continue to be, expensive
and time-consuming for us. An unfavorable resolution of these lawsuits could adversely affect our business, results of
operations or financial condition.

Acquisitions present many risks and we may not realize the financial and strategic goals that are contemplated at the time

of the transaction

With respect to our past acquisitions, as well as any other future acquisitions we may undertake, we may find that the

acquired businesses, products or technologies do not further our business strategy as expected, that we paid more than what the
assets are later worth or that economic conditions change, all of which may generate future impairment charges. Our
acquisitions may be viewed negatively by customers, financial markets or investors. There may be difficulty integrating the
operations and personnel of the acquired business, and we may have difficulty retaining the key personnel of the acquired
business. We may have difficulty in integrating the acquired technologies or products with our existing product lines. Our
ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the
complexity of managing geographically and culturally diverse locations. We may have difficulty maintaining uniform
standards, controls, procedures and policies across locations. We may experience significant problems or liabilities associated
with product quality, technology and other matters.

Our inability to successfully operate and integrate newly-acquired businesses appropriately, effectively and in a timely

manner, or to retain key personnel of any acquired business, could have a material adverse effect on our ability to take
advantage of further growth in demand for integrated traffic management and security solutions and other advances in
technology, as well as on our revenues, gross margins and expenses.

Anti-takeover provisions could make it more difficult for a third party to acquire us

Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine the price,

rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the
shareholders. The rights of the holders of common stock may be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change of control of our company without further action by our shareholders and may adversely affect
the voting and other rights of the holders of common stock. Further, certain provisions of our bylaws, including a provision
limiting the ability of shareholders to raise matters at a meeting of shareholders without giving advance notice, may have the
effect of delaying or preventing changes in control or management of our company, which could have an adverse effect on the
market price of our common stock. Similarly, state anti-takeover laws in the State of Washington related to corporate takeovers
may prevent or delay a change of control of our company.

Our stock price could be volatile, particularly during times of economic uncertainty and volatility in domestic and

international stock markets

Our stock price has been volatile and has fluctuated significantly in the past. The trading price of our stock is likely to
continue to be volatile and subject to fluctuations in the future. Some of the factors that could significantly affect the market
price of our stock include:

• Actual or anticipated variations in operating and financial results;

• Analyst reports or recommendations;

• Rumors, announcements or press articles regarding our competitors’ operations, management, organization, financial

condition or financial statements; and

• Other events or factors, many of which are beyond our control.

The stock market in general and the market for technology companies in particular, have experienced extreme price and

volume fluctuations. These fluctuations have often been unrelated or disproportionate to operating performance. The
fluctuations may continue in the future and this could significantly impact the value of our stock and your investment.

If securities or industry analysts publish inaccurate or unfavorable research about our business, or discontinue

publishing research about our business, the price and trading volume of our securities could decline

The trading market for our common stock is influenced by the research and reports that industry or securities analysts

publish about us, our business, our market or our competitors. If one or more of the analysts who cover us downgrade our
common stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could
decrease, which might cause the price and trading volume of our securities to decline.

We face risks associated with having operations and employees located in Israel

We have offices and employees located in Israel. As a result, political, economic, and military conditions in Israel directly

affect our operations. The future of peace efforts between Israel and its Arab neighbors remains uncertain. There has been a
significant increase in hostilities and political unrest in Israel in the past year. The effects of these hostilities and violence on the
Israeli economy and our operations in Israel are unclear, and we cannot predict the effect on us of further increases in these
hostilities or future armed conflict, political instability or violence in the region. In addition, many of our employees in Israel
are obligated to perform annual reserve duty in the Israeli military and are subject to being called for active duty under
emergency circumstances. We cannot predict the full impact of these conditions on us in the future, particularly if emergency
circumstances or an escalation in the political situation occurs. If many of our employees in Israel are called for active duty for
a significant period of time, our operations and our business could be disrupted and may not be able to function at full capacity.
Current or future tensions and conflicts in the Middle East could adversely affect our business, operating results, financial
condition and cash flows.

Our business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to

interruption by man-made problems such as terrorism

A significant natural disaster, such as an earthquake, a fire, a flood, or a significant power outage could have a material

adverse impact on our business, operating results, and financial condition. We have an administrative and product development
office and a third party contract manufacturer located in the San Francisco Bay Area, a region known for seismic activity. In
addition, natural disasters could affect our supply chain, manufacturing vendors, or logistics providers’ ability to provide

materials and perform services such as manufacturing products or assisting with shipments on a timely basis. In the event our or
our service providers’ information technology systems or manufacturing or logistics abilities are hindered by any of the events
discussed above, shipments could be delayed, resulting in missed financial targets, such as revenue and shipment targets, for a
particular quarter. In addition, cyber-attacks, acts of terrorism, or other geo-political unrest could cause disruptions in our
business or the business of our supply chain, manufacturers, logistics providers, partners, or end-customers or the economy as a
whole. Any disruption in the business of our supply chain, manufacturers, logistics providers, partners or end-customers that
impacts sales at the end of a fiscal quarter could have a significant adverse impact on our quarterly results. All of the
aforementioned risks may be further increased if the disaster recovery plans for us and our suppliers prove to be inadequate. To
the extent that any of the above should result in delays or cancellations of customer orders, or the delay in the manufacture,
deployment or shipment of our products, our business, financial condition and operating results would be adversely affected.

The effects of a pandemic or widespread health epidemic such as the coronavirus outbreak could have a material adverse

effect on our business and results of operations

In March 2020, the World Health Organization declared COVID-19 a global pandemic. The impact on the global

population and the duration of the COVID-19 pandemic is difficult to assess or predict and depends on numerous evolving
factors that we may not be able to accurately predict or effectively respond to, including, without limitation: the duration and
scope of the outbreak; actions taken by governments, businesses, and individuals in response to the outbreak; the effect on
economic activity and actions taken in response.

While our analysis shows COVID-19 did not have a significant impact on our results of operations for the fiscal year

ended September 30, 2020, the impacts of the global pandemic on our business and financial outlook are currently unknown.
Areas that may or may not be adversely disrupted or impacted by the COVID-19 pandemic include, but are not limited to:
customer demand for our products and services, reductions in customer spend, delayed or the inability to collect from our
customers, disruptions to our supply chain that could result in delays, shortages or increased costs of our products, disruptions
to our operations in servicing our customers as a result of working remotely or business location closures, which all may
adversely impact our business, results of operations and overall financial performance in future periods.

In addition to other risks listed in this “Risk Factors” section, factors that may affect our operating results include, but

are not limited to:

•

fluctuations in demand for our products and services due to changing market conditions, pricing conditions, technology
evolution, seasonality, or other changes in the global economic environment;

changes or fluctuations in sales and implementation cycles for our products and services;

changes in the mix of our products and services, including increases in subscription-based offerings;

changes in the growth rate of the application delivery market;

reduced visibility into our customers’ spending and implementation plans;

reductions in customers’ budgets for data center and other IT purchases or delays in these purchases;

changes in end-user customer attach rates and renewal rates for our services;

fluctuations in our gross margins, including the factors described herein, which may contribute to such fluctuations;

our ability to control costs, including operating expenses, the costs of hardware and software components, and other
manufacturing costs;

our ability to develop, introduce and gain market acceptance of new products, technologies and services, and our success in
new and evolving markets;

any significant changes in the competitive environment, including the entry of new competitors or the substantial
discounting of products or services;

the timing and execution of product transitions or new product introductions, and related inventory costs;

variations in sales channels, product costs, or mix of products sold;

our ability to establish and manage our distribution channels, and the effectiveness of any changes we make to our
distribution model;

the ability of our contract manufacturers and suppliers to provide component parts, hardware platforms and other products in
a timely manner;

•

benefits anticipated from our investments in sales, marketing, product development, manufacturing or other activities;

impacts on our overall tax rate caused by any reorganization in our corporate structure;

changes in tax laws or regulations, or other accounting rules; and

general economic conditions, both domestically and in our foreign markets.

Item 1B.

Unresolved Staff Comments

Not applicable.

Item 2.

Properties

We lease our principal administrative, sales, marketing, research and development facilities, which are located in Seattle,
Washington and consist of approximately 515,000 square feet. In May 2017, we entered into a lease agreement for the building
in Seattle, Washington that now serves as our corporate headquarters. This lease will expire in 2033 with an option for renewal.

We also lease a total of approximately 320,000 square feet of space at another location in Seattle, which served as our

previous corporate headquarters through June 2019, when we relocated to our current location. The leases for the three
buildings that served as our previous corporate headquarters expire in July 2022.

We believe that our existing properties are in good condition and suitable for the conduct of our business. We also lease

additional office space for product development and sales and support personnel in the United States and internationally. We
believe that our future growth can be accommodated by our current facilities or by leasing additional space if necessary.

Item 3.

Legal Proceedings

See Note 13 - Commitments and Contingencies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)

for information regarding legal proceedings in which we are involved.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market Prices of Common Stock

Our common stock is traded on the Nasdaq Global Select Market under the symbol “FFIV.” The following table sets

forth the high and low sales prices of our common stock as reported on the Nasdaq Global Select Market.

First Quarter
Second Quarter
Third Quarter
Fourth Quarter

Fiscal Year 2020

Fiscal Year 2019

High

Low

High

Low

$
$
$
$

153.00 $
141.31 $
153.56 $
156.36 $

128.51 $
79.78 $
101.42 $
116.79 $

195.41 $
173.44 $
168.94 $
153.99 $

149.87
148.91
131.53
121.36

The last reported sales price of our common stock on the Nasdaq Global Select Market on November 9, 2020 was

$154.97.

As of November 9, 2020, there were 45 holders of record of our common stock. As many of our shares of common stock

are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial
holders of our common stock represented by these record holders.

Dividend Policy

Our policy has been to retain cash for use in our business, for investment in acquisitions and to repurchase shares of our

common stock. Accordingly, we have not paid dividends and do not anticipate declaring dividends on our common stock in the
foreseeable future.

Unregistered Securities Sold in 2020

We did not sell any unregistered shares of our common stock during the fiscal year 2020.

Issuer Purchases of Equity Securities

On October 31, 2018, we announced that our Board of Directors authorized an additional $1.0 billion for our common
stock share repurchase program. This new authorization is incremental to the existing $4.4 billion program, initially approved in
October 2010 and expanded in each fiscal year. Acquisitions for the share repurchase programs will be made from time to time
in private transactions or open market purchases as permitted by securities laws and other legal requirements. The programs can
be terminated at any time. During fiscal year 2020, we repurchased and retired 799,495 shares at an average price of $125.10
per share and as of September 30, 2020, we had $1.3 billion remaining authorized to purchase shares.

Shares repurchased and retired during the fourth quarter of fiscal year 2020 are as follows (in thousands, except shares

and per share data):

Total Number
of Shares
Purchased1

Average Price
Paid per Share

Total Number of
Shares Purchased
per the Publicly
Announced Plan

Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plan2

July 1, 2020 — July 31, 2020

— $

—

— $

1,322,518

August 1, 2020 — August 31, 2020

373,078 $

139.79

357,644 $

1,272,511

September 1, 2020 — September 30, 2020

— $

—

— $

1,272,511

(1)

Includes 15,434 shares withheld from restricted stock units that vested in the fourth quarter of 2020 to satisfy minimum
tax withholding obligations that arose on the vesting of restricted stock units.

(2) Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the

vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.

Performance Measurement Comparison of Shareholder Return

The following graph compares the annual percentage change in the cumulative total return on shares of our common

stock, the Nasdaq Composite Index and the S&P 500 Index for the period commencing September 30, 2015, and ending
September 30, 2020.

Comparison of Cumulative Total Return
On Investment Since September 30, 2015*

The Company’s closing stock price on September 30, 2020, the last trading day of the Company’s 2020 fiscal year, was

$122.77 per share.

* Assumes that $100 was invested September 30, 2015 in shares of Common Stock and in each index, and that all dividends

were reinvested. Shareholder returns over the indicated period should not be considered indicative of future shareholder
returns.

100.00116.42144.00180.24181.19255.40F5 Networks, IncNASDAQ Composite - Total ReturnsS&P 500 Index - Total Return2015201620172018201920200.0050.00100.00150.00200.00250.00300.00
Item 6.

Selected Financial Data

The following selected consolidated historical financial data are derived from our audited financial statements. The

consolidated balance sheet data as of September 30, 2020 and 2019 and the consolidated income statement data for the years
ended September 30, 2020, 2019 and 2018 are derived from our audited consolidated financial statements and related notes that
are included elsewhere in this report. The consolidated balance sheet data as of September 30, 2018, 2017 and 2016 and the
consolidated income statement data for the years ended September 30, 2017 and 2016 are derived from our audited
consolidated financial statements and related notes which are not included in this report. The information set forth below should
be read in conjunction with our historical financial statements, including the notes thereto, and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” included elsewhere in this report.

Years Ended September 30,

2020

2019 (4)

2018

2017

2016

(In thousands, except per share data)

Consolidated Income Statement Data
Net revenues
Products
Services
Total

Cost of net revenues

Products
Services
Total
Gross profit
Operating expenses

Sales and marketing
Research and development
General and administrative
Litigation expense (1)
Restructuring charges (2)

Total
Income from operations
Other income, net
Income before income taxes
Provision for income taxes

Net income

Net income per share — basic
Weighted average shares — basic
Net income per share — diluted
Weighted average shares — diluted
Consolidated Balance Sheet Data
Cash, cash equivalents, and short-term investments
Restricted cash (3)
Long-term investments
Total assets
Long-term liabilities
Total shareholders’ equity

$ 1,025,856 $ 985,591 $ 960,108 $ 964,662 $ 944,469
1,050,565
1,201,299
1,324,966
1,995,034
2,161,407
2,350,822

1,256,856
2,242,447

1,125,379
2,090,041

215,275
192,612
407,887
1,942,935

174,986
181,591
356,577
1,885,870

181,061
180,420
361,481
1,799,926

176,032
177,453
353,485
1,736,556

166,624
170,581
337,205
1,657,829

652,239
350,365
156,887
391
12,718
1,172,600
563,956
11,561
575,517
154,756

664,135
366,084
160,382
—
18,426
1,209,027
590,899
12,861
603,760
150,071

748,619
408,058
210,730
—
—
1,367,407
518,463
22,648
541,111
113,377

843,178
441,324
258,366
—
7,800
1,550,668
392,267
4,130
396,397
88,956

628,743
334,227
138,431
9,051
—
1,110,452
547,377
2,514
549,891
184,036
$ 307,441 $ 427,734 $ 453,689 $ 420,761 $ 365,855
5.43
$
67,433
5.38
67,984

7.08 $

5.01 $

6.50 $

7.12 $

7.41 $

5.05 $

7.32 $

6.56 $

64,173

61,262

60,911

60,044

60,456

61,378

62,013

64,775

$ 1,209,889 $ 972,282 $ 1,039,412 $ 1,016,928 $ 882,395
1,151
276,375
2,306,323
276,823
1,185,262

1,187
411,184
2,605,476
365,551
1,285,492

3,270
102,939
4,677,920
1,157,373
2,232,268

1,224
284,802
2,476,489
312,554
1,229,392

3,035
358,402
3,390,275
523,252
1,761,497

(1) Litigation expense primarily represents a patent-related jury verdict and legal fees associated with the litigation.
(2) Restructuring charges represent severance and other employee-related costs associated with workforce reductions that

took place in the first quarter of fiscal 2020 and the fourth quarters of fiscal 2018 and 2017.

(3) Restricted cash represents escrow accounts established in connection with lease agreements for our facilities.
(4) Selected financial data for fiscal year 2019 contains effects from the adoption of ASC 606, and differs in comparability to

previous years due to those effects. See Note 2 - Revenue from Contracts with Customers for more details.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations contains forward-looking statements within

the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These
statements include, but are not limited to, statements about our plans, objectives, expectations, strategies, intentions or other
characterizations of future events or circumstances and are generally identified by the words “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions. These forward-looking statements are based on current
information and expectations and are subject to a number of risks and uncertainties. Our actual results could differ materially
from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed under “Item 1A. Risk Factors” herein and in other documents we file from time
to time with the Securities and Exchange Commission. We assume no obligation to revise or update any such forward-looking
statements.

Overview

F5 is a leading provider of multi-cloud application services which enable our customers to develop, deploy, operate,
secure, and govern applications in any architecture, from on-premises to the public cloud. Our enterprise-grade application
services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multi-cloud
environments, with modules that can run independently, or as part of an integrated solution on our high-performance
appliances. We market and sell our products primarily through multiple indirect sales channels in the Americas (primarily the
United States); Europe, the Middle East, and Africa (EMEA); and the Asia Pacific region (APAC). Enterprise customers
(Fortune 1000 or Business Week Global 1000 companies) in the technology, telecommunications, financial services,
transportation, education, manufacturing, and health care industries, along with government customers, continue to make up the
largest percentage of our customer base.

On January 24, 2020, we completed the acquisition of Shape Security, a provider of fraud and abuse prevention solutions.

Together, F5 and Shape represent an end-to-end application security solution, reducing infrastructure complexity while
protecting every aspect of the ‘code to customer’ journey against losses from online fraud, reputational damage, and disruptions
to critical online services.

Our management team monitors and analyzes a number of key performance indicators in order to manage our business

and evaluate our financial and operating performance on a consolidated basis. Those indicators include:

• Revenues. The majority of our revenues are derived from sales of our application delivery controller (ADC) products
including our BIG-IP appliances and VIPRION chassis and related software modules and our software-only Virtual
Editions; Local Traffic Manager (LTM), DNS Services (formerly Global Traffic Manager); Advanced Firewall Manager
(AFM) and Policy Enforcement Manager (PEM), that leverage the unique performance characteristics of our hardware and
software architecture; and products that incorporate acquired technology, including Application Security Manager (ASM)
and Access Policy Manager (APM); NGINX Plus and NGINX Controller; Shape Defense and Enterprise Defense; and the
Secure Web Gateway and Silverline DDoS and Application security offerings which are sold to customers on a subscription
basis. We also derive revenues from the sales of services including annual maintenance contracts, training and consulting
services. We carefully monitor the sales mix of our revenues within each reporting period. We believe customer acceptance
rates of our new products and feature enhancements are indicators of future trends. We also consider overall revenue
concentration by customer and by geographic region as additional indicators of current and future trends. We are also
monitoring the uncertainty related to the impacts that the COVID-19 pandemic has on the global economy and our customer
base.

• Cost of revenues and gross margins. We strive to control our cost of revenues and thereby maintain our gross margins.
Significant items impacting cost of revenues are hardware costs paid to our contract manufacturers, third-party software
license fees, software-as-a-service infrastructure, amortization of developed technology and personnel and overhead
expenses. Our margins have remained relatively stable; however, factors such as sales price, product and services mix,
inventory obsolescence, returns, component price increases, warranty costs, and the uncertainty surrounding the COVID-19
pandemic and its potential impacts to our supply chain could significantly impact our gross margins from quarter to quarter
and represent significant indicators we monitor on a regular basis.

• Operating expenses. Operating expenses are substantially driven by personnel and related overhead expenses. Existing

headcount and future hiring plans are the predominant factors in analyzing and forecasting future operating expense trends.
Other significant operating expenses that we monitor include marketing and promotions, travel, professional fees, computer
costs related to the development of new products and provision of services, facilities and depreciation expenses.

• Liquidity and cash flows. Our financial condition remains strong with significant cash and investments. The decrease in cash
and cash equivalents for fiscal year 2020 was primarily due to $955.6 million in cash paid for the acquisition of Shape in the

second quarter of fiscal 2020 as well as $100.0 million of cash required for the repurchase of outstanding common stock
under our share repurchase program in fiscal year 2020 and $59.9 million of capital expenditures related to the expansion of
our facilities to support our operations worldwide as well as investments in information technology infrastructure and
equipment purchases to support our core business activities. Going forward, we believe the primary driver of cash flows will
be net income from operations. The decrease in cash and cash equivalents for fiscal year 2020 was partially offset by cash
provided by operating activities of $660.9 million and $400.0 million in cash proceeds from the issuance of debt in
connection with our acquisition of Shape. We will continue to evaluate possible acquisitions of, or investments in
businesses, products, or technologies that we believe are strategic, which may require the use of cash. Additionally, on
January 31, 2020, we entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a
senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit
Facility"). We have the option to increase commitments under the Revolving Credit Facility from time to time, subject to
certain conditions, by up to $150.0 million. As of September 30, 2020, there were no outstanding borrowings under the
Revolving Credit Facility, and we had available borrowing capacity of $350.0 million.

• Balance sheet. We view cash, short-term and long-term investments, deferred revenue, accounts receivable balances and

days sales outstanding as important indicators of our financial health. Deferred revenues continued to increase in fiscal 2020
due to the growth of our subscriptions business, including the acquired deferred revenue associated with the Shape
acquisition. Our days sales outstanding for the fourth quarter of fiscal year 2020 was 43. Days sales outstanding is calculated
by dividing ending accounts receivable by revenue per day for a given quarter.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in

the United States of America. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and
liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We believe that, of our significant accounting policies, which are described in Note 1 of the notes to the consolidated
financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these
are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition
and results of operations.

Revenue Recognition. On October 1, 2018, we adopted the new revenue recognition standard by applying the modified

retrospective approach to those contracts which were not completed as of October 1, 2018. Results for reporting periods
beginning after October 1, 2018 are presented under the new revenue recognition standard, while prior period amounts are not
adjusted and continue to be reported under the accounting standards in effect for the prior periods.

We sell products through distributors, resellers, and directly to end users. Revenue related to our contracts with customers

is recognized by following a five-step process:

•

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

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

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

• Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated

based upon the relative standalone selling price of each distinct performance obligation identified in the contract.

• Recognize revenue when (or as) the entity satisfies a performance obligation. We satisfy performance obligations either

over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related
performance obligation is satisfied by transferring control of promised products and services to a customer.

The following is a description of the principal activities from which we generate revenue:

Product

Revenue from the sale of our hardware and perpetual software products is generally recognized at a point in time when

the product has been fulfilled and the customer is obligated to pay for the product. We also offer several products by
subscription, either through term-based license agreements or as a service through our cloud-based platform. Revenue for term-
based license agreements is recognized at a point in time, when we deliver the software license to the customer and the
subscription term has commenced. For our software-as-a-service offerings, revenue is recognized ratably as the services are
provided. Hardware, including the software run on those devices is considered Systems revenue. Perpetual or subscription
software offerings that are deployed on a standalone basis, along with software sold as a service are considered Software
revenue. When rights of return are present and we cannot estimate returns, revenue is recognized when such rights of return
lapse. Payment terms to customers are generally net 30 days to net 60 days.

Services

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

Contract acquisition costs

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with

a customer. Sales commissions for initial service contracts and subscription offerings are deferred and then amortized as an
expense on a straight-line basis over the period of benefit which management has determined to be 4.5 years and 3 years,
respectively.

Significant Judgments

We enter into certain contracts with customers, including enterprise license arrangements, with non-standard terms and
conditions. Management exercises significant judgment in assessing contractual terms in these arrangements to identify and
evaluate performance obligations and total consideration. Management allocates consideration to each performance obligation
based on relative fair value using standalone selling price and recognizes associated revenue as control is transferred to the
customer.

Business Combinations. Our business combinations are accounted for under the acquisition method. We allocate the fair

value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated
fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities
is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with
respect to intangible assets.

On January 24, 2020, we completed our acquisition of Shape Security, Inc. for a total purchase price of $1.0 billion, of
which approximately $120.0 million of finite-lived developed technology was recorded. Management valued the developed
technology using the multi-period excess earnings method under the income approach. Management applied significant
judgment in estimating the fair value of the acquired developed technology, which involved the use of a significant assumption
with respects to the revenue growth rate and technology migration curve.

COVID-19 Update

Management has prioritized a human-first approach to the COVID-19 pandemic. For F5, this means ensuring the health

and safety of employees, their families and our communities. Further, this approach extends to our customers as we look for
ways that we can support their operations during this crisis.

While our analysis shows COVID-19 did not have a significant impact on our results of operations for the fiscal year

ended September 30, 2020, the impacts of the global pandemic on our business and financial outlook are currently unknown.
We are conducting business with substantial modifications to employee travel, employee work locations, and virtualization or
cancellation of certain sales and marketing events, among other modifications. We will continue to actively monitor the
situation and may take further actions that alter our business operations as may be required by federal, state or local authorities,
or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear
what the potential effects any such alterations or modifications may have on our business, including the effects on our
customers and prospects, or on our financial results.

Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and

related notes included elsewhere in this Annual Report on Form 10-K.

Net revenues
Products
Services

Total

Percentage of net revenues

Products
Services

Total

Years Ended September 30,

2020

2019

2018

(in thousands, except percentages)

$ 1,025,856
1,324,966
$ 2,350,822

$ 985,591
1,256,856
$ 2,242,447

$ 960,108
1,201,299
$ 2,161,407

43.6 %
56.4
100.0 %

44.0 %
56.0
100.0 %

44.4 %
55.6
100.0 %

Net Revenues. Total net revenues increased 4.8% in fiscal year 2020 from fiscal year 2019, compared to an increase of

3.7% in fiscal year 2019 from the prior year. Overall revenue growth for the year ended September 30, 2020 was due to
increased product and service revenue. The product revenue increase was driven by software revenue increases, specifically
from the addition of the software-as-a-service product offerings through the Shape acquisition and our subscription-based
offerings, which include our enterprise license agreement product offerings. Service revenues increased as a result of our
increased installed base of products. Revenues outside of the United States represented 48.1%, 49.3% and 49.6% of net
revenues in fiscal years 2020, 2019 and 2018, respectively.

Net Product Revenues. Net product revenues increased 4.1% in fiscal year 2020 from fiscal year 2019, compared to an

increase of 2.7% in fiscal year 2019 from the prior year. The increase of $40.3 million in net product sales for fiscal year 2020
was due to an increase in software sales compared to the same period in the prior year, partially offset by a decrease in systems
revenue. The increase of $25.5 million in net product sales for fiscal year 2019 was primarily due to an increase in software
sales compared to the prior year, partially offset by a decrease in systems revenue.

The following presents net product revenues by systems and software (in thousands):

Net product revenues

Systems revenue
Software revenue

Total net product revenue

Percentage of net product revenues

Systems revenue
Software revenue

Total net product revenue

Years Ended September 30,

2020

2019

2018

$ 668,313
357,543
$ 1,025,856

$ 745,798
239,793
$ 985,591

$ 810,182
149,926
$ 960,108

65.1 %
34.9
100.0 %

75.7 %
24.3
100.0 %

84.4 %
15.6
100.0 %

Net Service Revenues. Net service revenues increased 5.4% in fiscal year 2020 from fiscal year 2019, compared to an
increase of 4.6% in fiscal year 2019 from the prior year. The increases in service revenue were the result of increased purchases
or renewals of maintenance contracts driven by additions to our installed base of products.

The following distributors of our products accounted for more than 10% of total net revenue:

Ingram Micro, Inc.
Tech Data
Westcon Group, Inc.
Synnex Corporation
Arrow ECS

Years Ended September 30,

2020

2019

2018

16.7 %
—
—
—
—

18.2 %
10.2 %
10.0 %
—
—

16.6 %
11.6 %
10.4 %
10.8 %
10.7 %

The following distributors of our products accounted for more than 10% of total receivables:

Ingram Micro, Inc.

Synnex Corporation

Carahsoft Technology

September 30,

2020

2019

14.1 %

11.4 %
—

12.4 %

12.9 %
11.5 %

No other distributors accounted for more than 10% of total net revenue or receivables.

Cost of net revenues and gross profit

Products
Services

Total

Gross profit
Percentage of net revenues and gross margin (as a percentage of related

net revenue)
Products
Services

Total
Gross margin

Years Ended September 30,

2020

2019

2018

(in thousands, except percentages)

$ 215,275
192,612
407,887
$ 1,942,935

$ 174,986
181,591
356,577
$ 1,885,870

$ 181,061
180,420
361,481
$ 1,799,926

21.0 %
14.5
17.4
82.6 %

17.8 %
14.4
15.9
84.1 %

18.9 %
15.0
16.7
83.3 %

Cost of Net Product Revenues. Cost of net product revenues consist of finished products purchased from our contract

manufacturers, manufacturing overhead, freight, warranty, provisions for excess and obsolete inventory and amortization
expenses in connection with developed technology from acquisitions. Cost of net product revenues increased to $215.3 million
in fiscal year 2020, up 23.0% from the prior year, primarily due to an increase in revenue and related managed service costs
from the Shape acquisition. Cost of net product revenues decreased to $175.0 million in fiscal year 2019 from $181.1 million in
fiscal year 2018, primarily due to a change in product mix.

Cost of Net Service Revenues. Cost of net service revenues consist of the salaries and related benefits of our professional
services staff, travel, facilities and depreciation expenses. Cost of net service revenues as a percentage of net service revenues
remained relatively flat at 14.5% in fiscal year 2020 compared to 14.4% in fiscal year 2019 and 15.0% in fiscal year 2018.
Professional services headcount at the end of fiscal 2020 increased to 965 from 925 at the end of fiscal 2019. Professional
services headcount at the end of fiscal year 2019 increased to 925 from 891 at the end of fiscal 2018. In addition, cost of net
service revenues included stock-based compensation expense of $20.8 million, $18.3 million and $18.8 million for fiscal years
2020, 2019 and 2018, respectively.

Operating expenses

Sales and marketing
Research and development
General and administrative
Restructuring charges

Total

Operating expenses (as a percentage of net revenue)

Sales and marketing
Research and development
General and administrative
Restructuring charges

Total

Years Ended September 30,

2020

2019

2018

(in thousands, except percentages)

$ 843,178
441,324
258,366
7,800
$ 1,550,668

$ 748,619
408,058
210,730
—
$ 1,367,407

$ 664,135
366,084
160,382
18,426
$ 1,209,027

35.9 %
18.8
11.0
0.3
66.0 %

33.4 %
18.2
9.4
—
61.0 %

30.7 %
16.9
7.4
0.9
55.9 %

Sales and Marketing. Sales and marketing expenses consist of the salaries, commissions and related benefits of our sales

and marketing staff, the costs of our marketing programs, including public relations, advertising and trade shows, travel,
facilities, and depreciation expenses. Sales and marketing expense increased 12.6% in fiscal year 2020 from the prior year, as
compared to a year-over-year increase of 12.7% in fiscal year 2019. The increase in sales and marketing expense for fiscal year
2020 was primarily due to increases in commissions and personnel costs of $75.4 million, compared to the prior year. The
increases in commissions and personnel costs were driven by growth in sales and marketing employee headcount during fiscal
year 2020, including employees from the acquisition of Shape, as well as higher commissions related to software sales. Sales
and marketing headcount at the end of fiscal year 2020 increased to 2,395 from 2,146 at the end of fiscal year 2019. In fiscal
year 2019, the increase in sales and marketing expense was primarily due to increases in commissions and personnel costs of
$43.3 million, compared to the prior year. The increases in commissions and personnel costs were driven by growth in sales and
marketing employee headcount during fiscal year 2019, including employees from the acquisition of NGINX, as well as higher
commissions related to software sales. Sales and marketing headcount at the end of fiscal year 2019 increased to 2,146 from
1,682 at the end of fiscal year 2018. Sales and marketing expense included stock-based compensation expense of $88.4 million,
$69.5 million and $61.5 million for fiscal years 2020, 2019 and 2018, respectively.

Research and Development. Research and development expenses consist of the salaries and related benefits of our
product development personnel, prototype materials and other expenses related to the development of new and improved
products, facilities and depreciation expenses. Research and development expense increased 8.2% in fiscal year 2020, compared
to the prior year. The increase in research and development expense for fiscal year 2020 was primarily due to increased
personnel costs of $18.2 million, compared to the prior year. The increase in personnel costs were driven by growth in research
and development employee headcount during fiscal year 2020, including employees from the acquisition of Shape. Research
and development headcount at the end of fiscal year 2020 increased to 1,797 from 1,556 at the end of fiscal year 2019. In fiscal
year 2019, research and development expense increased 11.5%, compared to the prior year. The increase in research and
development expense for fiscal year 2019 was primarily due to increased personnel costs of $25.0 million, compared to the
prior year. The increase in personnel costs were driven by growth in research and development employee headcount during
fiscal year 2019. Research and development headcount at the end of fiscal year 2019 increased to 1,556 from 1,268 at the end
of fiscal year 2018. Research and development expense included stock-based compensation expense of $50.3 million, $40.9
million and $47.3 million for fiscal years 2020, 2019 and 2018, respectively.

General and Administrative. General and administrative expenses consist of the salaries, benefits and related costs of our
executive, finance, information technology, human resource and legal personnel, third-party professional service fees, bad debt
charges, facilities and depreciation expenses. General and administrative expense increased 22.6% in fiscal year 2020,
compared to the prior year. The increase in general and administrative expense for fiscal year 2020 was primarily due to an
increase of $19.2 million in fees paid to outside consultants for legal, accounting and tax services, primarily related to the
acquisition of Shape. In addition, personnel costs increased $18.5 million, compared to the prior year due to growth in general
and administrative headcount, including employees from the acquisition of Shape. In fiscal year 2019, general and
administrative expense increased 31.4% compared to the prior year. The increase in general and administrative expense for
fiscal year 2019 was primarily due to an increase of $18.1 million in fees paid to outside consultants for legal, accounting and
tax services, primarily related to the acquisition of NGINX. In addition, personnel costs increased $6.5 million, compared to the
prior year due to growth in general and administrative headcount, including employees from the acquisition of NGINX. General
and administrative expense for fiscal year 2019 also included an impairment charge of $6.3 million related to capitalized

internal-use software costs, and an increase in facilities cost of $8.7 million, compared to the prior year, primarily due to the
move of our corporate headquarters which began in April 2019. General and administrative headcount at the end of fiscal year
2020 increased to 704 from 593 at the end of fiscal year 2019 and 475 at the end of fiscal year 2018. General and administrative
expense included stock-based compensation expense of $37.8 million, $32.2 million and $27.9 million for fiscal years 2020,
2019 and 2018, respectively.

Restructuring charges. In the first fiscal quarter of 2020, we completed a restructuring plan to align strategic and financial

objectives and optimize resources for long-term growth. As a result of these initiatives, we recorded a restructuring charge of
$7.8 million in the first quarter of fiscal year 2020 related to a reduction in workforce. In September 2018, we initiated a
restructuring plan, recording a restructuring charge of $18.4 million in the fourth quarter of fiscal year 2018 related to a
reduction in workforce.

Other income and income taxes
Income from operations
Other income, net
Income before income taxes
Provision for income taxes

Net income

Other income and income taxes (as percentage of net revenue)
Income from operations
Other income, net
Income before income taxes
Provision for income taxes

Net income

Years Ended September 30,

2020

2019

2018

(in thousands, except percentages)

$ 392,267
4,130
396,397
88,956
$ 307,441

$ 518,463
22,648
541,111
113,377
$ 427,734

$ 590,899
12,861
603,760
150,071
$ 453,689

16.7 %
0.2
16.9
3.8
13.1 %

23.1 %
1.0
24.1
5.0
19.1 %

27.3 %
0.6
27.9
6.9
21.0 %

Other Income, Net. Other income, net, consists primarily of interest income and expense and foreign currency transaction

gains and losses. Other income, net decreased $18.5 million in fiscal year 2020, as compared to fiscal year 2019 and increased
$9.8 million in fiscal year 2019, as compared to fiscal year 2018. The decrease in other income, net for fiscal year 2020 was
primarily due to a decrease of $13.1 million in interest income from our investments compared to the same period in the prior
year. In addition, interest expense increased $7.5 million for fiscal year 2020 compared to the prior year as a result of
$400.0 million of debt issued as part of our acquisition of Shape in January 2020. The increase in other income, net for fiscal
year 2019 as compared to fiscal year 2018 was primarily due to an increase of $8.3 million in interest income, compared to the
prior year, and foreign currency gains of $1.8 million, compared to the prior year.

Provision for Income Taxes. We recorded a 22.4% provision for income taxes for fiscal year 2020, compared to 21.0% in
fiscal year 2019 and 24.9% in fiscal year 2018. The increase in the effective tax rate from fiscal year 2019 to 2020 is primarily
due to an increase in the tax impact from stock based compensation and other non-deductible expenses. The decrease in the
effective tax rate from fiscal year 2018 to 2019 is primarily due to a further reduction in the U.S. federal income tax rate to
21%, the non-recurring tax expense recorded in fiscal year 2018 for deemed repatriation of undistributed foreign earnings and
remeasurement of net deferred tax assets, partially offset by a decrease in tax deductible stock compensation.

We record a valuation allowance to reduce our deferred tax assets to the amount we believe is more likely than not to be

realized. In making these determinations we consider historical and projected taxable income, and ongoing prudent and feasible
tax planning strategies in assessing the appropriateness of a valuation allowance. The net increase in the valuation allowance of
$9.1 million for fiscal year 2020 and $0.7 million for fiscal year 2019 was primarily related to tax net operating losses and
credits incurred in certain foreign jurisdictions and state tax carryforwards. Our net deferred tax assets as of September 30,
2020, 2019 and 2018 were $44.6 million, $27.4 million, and $33.4 million respectively.

Our worldwide effective tax rate may fluctuate based on a number of factors, including variations in projected taxable

income in the various geographic locations in which we operate, changes in the valuation of our net deferred tax assets,
resolution of potential exposures, tax positions taken on tax returns filed in the various geographic locations in which we
operate, and the introduction of new accounting standards or changes in tax laws or interpretations thereof in the various
geographic locations in which we operate. We have recorded liabilities to address potential tax exposures related to business
and income tax positions we have taken that could be challenged by taxing authorities. The ultimate resolution of these

potential exposures may be greater or less than the liabilities recorded which could result in an adjustment to our future tax
expense.

Liquidity and Capital Resources

We have funded our operations with our cash balances, cash generated from operations and proceeds from public

offerings of our securities.

Years Ended September 30,

2020

2019

2018

(in thousands)

Liquidity and Capital Resources
Cash and cash equivalents and investments
Cash provided by operating activities
Cash used in investing activities
Cash provided by (used in) financing activities

$ 1,312,828 $ 1,330,684 $ 1,450,596
761,068
(456,023)
(551,263)

660,898
(747,002)
337,243

747,841
(414,634)
(155,447)

Cash and cash equivalents, short-term investments and long-term investments totaled $1,312.8 million as of

September 30, 2020, compared to $1,330.7 million as of September 30, 2019, representing a decrease of $17.9 million. The
decrease was primarily due to $955.6 million in cash paid for the acquisition of Shape in the second quarter of fiscal 2020 as
well as $100.0 million of cash required for the repurchase of outstanding common stock under our share repurchase program in
fiscal year 2020 and $59.9 million of capital expenditures related to the expansion of our facilities to support our operations
worldwide as well as investments in information technology infrastructure and equipment purchases to support our core
business activities. The decrease was partially offset by cash provided by operating activities of $660.9 million and $400.0
million in cash proceeds from the issuance of debt in connection with our acquisition of Shape. As of September 30, 2020,
59.1% of our cash and cash equivalents and investment balances were outside of the U.S. The cash and cash equivalents and
investment balances outside of the U.S. are subject to fluctuation based on the settlement of intercompany balances. In fiscal
year 2019, the decrease to cash and cash equivalents, short-term investments and long-term investments from the prior year was
primarily due to $611.6 million in cash paid for the acquisition of NGINX in the third quarter of fiscal 2019 as well as $201.0
million of cash required for the repurchase of outstanding common stock under our share repurchase program in fiscal year
2019 and $103.5 million of capital expenditures related to the expansion of our facilities to support our operations worldwide.
As of September 30, 2019, 55.8% of our cash and cash equivalents and investment balances were outside of the U.S.

Cash provided by operating activities during fiscal year 2020 was $660.9 million compared to $747.8 million in fiscal

year 2019 and $761.1 million in fiscal year 2018. Cash provided by operating activities resulted primarily from cash generated
from net income, after adjusting for non-cash charges such as stock-based compensation, depreciation and amortization charges
and changes in operating assets and liabilities.

Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of

the COVID-19 pandemic and other risks detailed in Part I, Item 1A titled “Risk Factors”. However, we anticipate our current
cash, cash equivalents and investment balances, anticipated cash flows generated from operations, and available borrowing
capacity on the Revolver Credit Facility will be sufficient to meet our liquidity needs.

Cash used in investing activities during fiscal year 2020 was $747.0 million compared to cash used in investing activities

of $414.6 million in fiscal year 2019 and cash used in investing activities of $456.0 million in fiscal year 2018. Cash used in
investing activities for fiscal year 2020 was primarily the result of $955.6 million in cash paid for the acquisition of Shape,
along with capital expenditures related to maintaining our operations worldwide and the purchase of investments, partially
offset by the maturity and sale of investments. Cash used in investing activities for fiscal year 2019 was primarily the result of
$611.6 million in cash paid for the acquisition of NGINX, along with capital expenditures related to the build-out of our new
corporate headquarters and the purchase of investments, partially offset by the maturity and sale of investments. Cash used in
investing activities for fiscal year 2018 was primarily the result of the purchase of investments and capital expenditures related
to maintaining our operations worldwide, partially offset by the sale and maturity of investments.

Cash provided by financing activities was $337.2 million for fiscal year 2020, compared to cash used in financing
activities of $155.4 million for fiscal year 2019 and $551.3 million for fiscal year 2018. Cash provided by financing activities
for fiscal year 2020 included $400.0 million in cash proceeds from a term loan, as well as cash received from the exercise of
employee stock options and stock purchases under our employee stock purchase plan of $52.8 million, partially offset by
$100.0 million in cash used to repurchase common stock under our share repurchase program and $10.0 million in cash used to
make a principal payment on our term loan. Cash used in financing activities for fiscal year 2019 included $201.0 million to

repurchase common stock under our share repurchase program, which was partially offset by cash received from the exercise of
employee stock options and stock purchases under our employee stock purchase plan of $45.6 million. Cash used in financing
activities for fiscal year 2018 included $600.1 million to repurchase common stock under our share repurchase program, which
was partially offset by cash received from the exercise of employee stock options and stock purchases under our employee
stock purchase plan of $48.8 million.

On January 31, 2020, we entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides

for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit
Facility"). We have the option to increase commitments under the Revolving Credit Facility from time to time, subject to
certain conditions, by up to $150.0 million. As of September 30, 2020, there were no outstanding borrowings under the
Revolving Credit Facility, and we had available borrowing capacity of $350.0 million.

Based on our current operating and capital expenditure forecasts, we believe that our existing cash and investment

balances, together with cash generated from operations should be sufficient to meet our operating requirements for the next
twelve months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the
expansion of our sales and marketing activities, the timing and extent of expansion into new territories, the timing of
introductions of new products and enhancements of existing products, the continuing market acceptance of our products and
cash paid for future acquisitions.

Obligations and Commitments

As of September 30, 2020, we had approximately $54.8 million of tax liabilities, including interest and penalties, related

to uncertain tax positions (See Note 9 to our Consolidated Financial Statements). Because of the high degree of uncertainty
regarding the settlement of these liabilities, we are unable to estimate the years in which future cash outflows may occur.

As of September 30, 2020, our principal commitments consisted of borrowings under the Term Loan Facility and

obligations outstanding under operating leases.

In connection with the acquisition of Shape, on January 24, 2020, we entered into a Term Credit Agreement ("Term
Credit Agreement") with certain institutional lenders that provides for a senior unsecured term loan facility in an aggregate
principal amount of $400.0 million (the "Term Loan Facility"). The proceeds from the Term Loan Facility were primarily used
to finance the acquisition of Shape and related expenses. As of September 30, 2020, $390.0 million of principal amount under
the Term Loan Facility was outstanding. There is a financial covenant that requires us to maintain a leverage ratio, calculated as
of the last day of each fiscal quarter, of consolidated total indebtedness to consolidated EBITDA. This covenant may result in a
higher interest rate on our outstanding principal borrowings on the Term Loan Facility in future periods, depending on the
Company's performance. We will monitor the effect that the COVID-19 pandemic may have on our leverage ratio calculation
but do not believe there will be a material impact to the interest payable on our borrowings under the Term Loan Facility. Refer
to Note 7 of our Consolidated Financial Statements for the scheduled principal maturities of the Term Loan Facility as of
September 30, 2020.

We outsource the manufacturing of our pre-configured hardware platforms to contract manufacturers who assemble each

product to our specifications. Our agreement with our largest contract manufacturer allows them to procure component
inventory on our behalf based upon a rolling production forecast. We are contractually obligated to purchase the component
inventory in accordance with the forecast, unless we give notice of order cancellation in advance of applicable lead times.

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU

2014-09 and the related amendments outline a new, single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific
guidance. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration a company expects to receive in exchange for those goods or services. We adopted this
new accounting standard and the related amendments on October 1, 2018 using the modified retrospective method. Refer to
Note 2 - Revenue from Contracts with Customers for further discussion.

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) (ASU

2016-02), which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the
underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than twelve months. Our
leases consist primarily of operating leases for our offices and lab spaces. We do not have finance leases. The guidance also
requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising
from leases. We adopted this standard on October 1, 2019 on a modified retrospective basis by applying the new standard to our
lease portfolio as of October 1, 2019. Under the modified retrospective method, financial results reported in periods prior to
fiscal 2020 are unchanged. As a result of the adoption of this standard, we recognized lease liabilities and corresponding right-
of-use assets for our long-term leases for office space, which had a material impact to our consolidated balance sheets. The
adoption of this standard had no impact on the consolidated income statements and consolidated statements of cash flows. Refer
to Note 8 - Leases for further discussion.

Upon adoption of the standard, we elected the package of three practical expedients for existing and expired contracts to

not reassess: the existence of additional leases, lease classification, or the treatment of initial direct costs. We also apply the
short-term lease exemption for leases with an original expected term of 12 months or less and expense such leases month-to-
month and do not record a right-of-use asset or lease liability. Short-term lease activity under the exception is not significant.
Additionally, we do not separate lease and non-lease components in the allocation of minimum lease payments for our office
space and equipment leases, as such separation is not significant.

We include in minimum lease payments, fixed and variable payments based on a rate or index, but exclude variable

payments based on satisfying future benchmarks or actual future costs incurred; such amounts are expensed as incurred. To
calculate the net present value, we apply an incremental borrowing rate. This incremental borrowing rate is determined using a
portfolio approach based on the rate of interest we would pay to borrow an amount equal to the lease payments on a
collateralized basis over a similar term. Renewal options to extend lease terms are excluded from the minimum lease term at
lease commencement.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments (ASU 2016-13), which modifies the accounting for credit losses for most financial assets and
requires the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be
required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost
basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new
standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early
adoption is permitted. We do not anticipate that the adoption of this standard will have a material impact on our consolidated
financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic
350-40) (ASU 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement
that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use
software, and hosting arrangements that include an internal use software license. The accounting for the service element of a
hosting arrangement that is a service contract is not affected by the amendments in this update. The new standard is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted.
We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

Item 7A.

Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk. Our cash equivalents consist of high-quality securities, as specified in our investment policy

guidelines. The policy limits the amount of credit exposure to any one issue or issuer to a maximum of 5% of the total portfolio
with the exception of U.S. treasury and agency securities and money market funds, which are exempt from size limitation. The
policy requires investments in securities that mature in three years or less, with the average maturity being no greater than one
and a half years. These securities are subject to interest rate risk and will decrease in value if interest rates increase. A decrease
of one percent in the average interest rate would have resulted in a decrease of approximately $2.3 million in our interest
income for the fiscal year 2020.

Three Months
or Less

Three Months
to One Year

Maturing in

Greater Than
One Year

Total

Fair Value

(in thousands, except for percentages)

September 30, 2020
Included in cash and cash equivalents
Weighted average interest rate
Included in short-term investments
Weighted average interest rates
Included in long-term investments
Weighted average interest rate
September 30, 2019
Included in cash and cash equivalents
Weighted average interest rate
Included in short-term investments
Weighted average interest rates
Included in long-term investments
Weighted average interest rate
September 30, 2018
Included in cash and cash equivalents
Weighted average interest rate
Included in short-term investments
Weighted average interest rates
Included in long-term investments
Weighted average interest rate

$ 250,970

$
0.6 %

—
—
$ 308,462

$ 51,871

1.4 %
—
—

$
1.5 %
—
—

—
—
—
—
$ 102,939

$
1.6 %

$ 293,642

$
2.1 %

—
—
$ 274,252

$ 98,811

2.1 %
—
—

$
2.2 %
—
—

—
—
—
—
$ 358,402

$
2.5 %

$ 54,336

$
1.1 %

—
—
$ 468,329

$ 146,376

1.4 %
—
—

$
1.7 %
—
—

—
—
—
—
$ 411,184

$
1.9 %

250,970 $
—
360,333 $
—
102,939 $
—

293,642 $
—
373,063 $
—
358,402 $
—

54,336 $
—
614,705 $
—
411,184 $
—

250,970
—
360,333
—
102,939
—

293,642
—
373,063
—
358,402
—

54,336
—
614,705
—
411,184
—

Foreign Currency Risk. The majority of our sales and expenses are denominated in U.S. dollars and as a result, we have

not experienced significant foreign currency transaction gains and losses to date. While we have conducted some transactions in
foreign currencies during the fiscal year ended 2020 and expect to continue to do so, we do not anticipate that foreign currency
transaction gains or losses will be significant at our current level of operations. However, as we continue to expand our
operations internationally, transaction gains or losses may become significant in the future. We have not engaged in foreign
currency hedging to date. However, we may do so in the future.

Item 8.

Financial Statements and Supplementary Data

F5 NETWORKS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

Page

42
44
45
46
47
48
50

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

Report of Independent Registered Public Accounting Firm

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of F5 Networks, Inc. and its subsidiaries (the “Company”) as of
September 30, 2020 and 2019, and the related consolidated statements of income, of comprehensive income, of shareholders’
equity and of cash flows for each of the three years in the period ended September 30, 2020, including the related notes
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the
three years in the period ended September 30, 2020 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases as of October 1, 2019 and the manner in which it accounts for revenues from contracts with customers as of October 1,
2018.

Basis for Opinions

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

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

Critical Audit Matters

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

Acquisition of Shape Security, Inc. – Valuation of Developed Technology Intangible Asset

As described in Notes 1 and 3 to the consolidated financial statements, on January 24, 2020, the Company completed the
acquisition of Shape Security, Inc. for a total purchase price of $1.0 billion, of which approximately $120.0 million of
developed technology was recorded. Management valued the developed technology using the multi-period excess earnings
method under the income approach. Management applied significant judgment in estimating the fair value of the developed
technology intangible asset, which involved the use of significant assumptions related to the revenue growth rate and the
technology migration curve.

The principal considerations for our determination that performing procedures relating to the acquisition of Shape Security, Inc.
and the valuation of developed technology is a critical audit matter are (i) the high degree of auditor judgment and subjectivity
in applying procedures relating to the fair value measurement of the developed technology acquired due to the significant
judgment by management when developing the estimate; (ii) significant audit effort in evaluating the significant assumptions
relating to the estimate, such as the revenue growth rate and technology migration curve; and (iii) the audit effort involved the
use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
acquisition accounting, including controls over management’s valuation of the acquired developed technology and controls
over development of the revenue growth rate and technology migration curve assumptions. These procedures also included,
among others, (i) reading the merger agreement, and (ii) testing management’s process for estimating the fair value of the
acquired developed technology. Testing management’s process included evaluating the appropriateness of the valuation
method, testing the completeness and accuracy of data provided by management, and evaluating the reasonableness of
significant assumptions related to the revenue growth rate and technology migration curve. Evaluating the reasonableness of
management’s revenue growth rate and technology migration curve assumptions involved considering (i) the past performance
of the acquired business, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to
assist in evaluating the method used to value the developed technology, and the reasonableness of the technology migration
curve assumption used by management.

/s/ PricewaterhouseCoopers LLP
Seattle, Washington
November 19, 2020

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

F5 NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

September 30,

2020

2019

ASSETS

Current assets

Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $3,105 and $3,259
Inventories
Other current assets

Total current assets
Property and equipment, net
Operating lease right-of-use assets
Long-term investments
Deferred tax assets
Goodwill
Other assets, net

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable
Accrued liabilities
Deferred revenue
Current portion of long-term debt
Total current liabilities

Deferred tax liabilities
Deferred revenue, long-term

Operating lease liabilities, long-term
Long-term debt
Other long-term liabilities

Total long-term liabilities
Commitments and contingencies (Note 13)
Shareholders’ equity
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding
Common stock, no par value; 200,000 shares authorized, 61,099 and 60,367 shares issued and
outstanding
Accumulated other comprehensive loss
Retained earnings

Total shareholders’ equity
Total liabilities and shareholders’ equity

849,556 $
360,333
296,183
27,898
259,506
1,793,476
229,239
300,680
102,939
45,173
1,858,966
347,447

599,219
373,063
322,029
34,401
182,874
1,511,586
223,426
—
358,402
27,701
1,065,379
203,781
$ 4,677,920 $ 3,390,275

64,472 $
321,398
883,134
19,275
1,288,279
602
389,498

62,627
235,869
807,030
—
1,105,526
313
391,086

338,715
369,047
59,511
1,157,373

—
—
131,853
523,252

—

305,453
(18,716)

142,597
(19,190)
1,638,090
1,761,497
$ 4,677,920 $ 3,390,275

1,945,531
2,232,268

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

F5 NETWORKS, INC.
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share amounts)

Net revenues
Products
Services

Total

Cost of net revenues

Products
Services

Total

Gross profit
Operating expenses

Sales and marketing
Research and development
General and administrative
Restructuring charges

Total
Income from operations
Other income, net
Income before income taxes
Provision for income taxes

Net income

Net income per share — basic
Weighted average shares — basic
Net income per share — diluted
Weighted average shares — diluted

Years Ended September 30,

2020

2019

2018

$ 1,025,856 $
1,324,966
2,350,822

985,591 $

1,256,856
2,242,447

960,108
1,201,299
2,161,407

215,275
192,612
407,887
1,942,935

174,986
181,591
356,577
1,885,870

843,178
441,324
258,366
7,800
1,550,668
392,267
4,130
396,397
88,956
307,441 $
5.05 $

748,619
408,058
210,730
—
1,367,407
518,463
22,648
541,111
113,377
427,734 $
7.12 $

60,911

60,044

5.01 $

7.08 $

61,378

60,456

$
$

181,061
180,420
361,481
1,799,926

664,135
366,084
160,382
18,426
1,209,027
590,899
12,861
603,760
150,071
453,689
7.41
61,262
7.32
62,013

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

F5 NETWORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Net income
Other comprehensive income (loss):

Foreign currency translation adjustment
Available-for-sale securities:

Unrealized gains (losses) on securities, net of taxes of $76, $954, and
$(869) for the years ended September 30, 2020, 2019, and 2018,
respectively

Reclassification adjustment for realized losses included in net income,
net of taxes of $(65), $(35), and $(4) for the years ended September
30, 2020, 2019, and 2018, respectively

Net change in unrealized gains (losses) on available-for-sale
securities, net of tax

Total other comprehensive income (loss)
Comprehensive income

Years Ended September 30,

2020

2019

2018

307,441 $

427,734 $

453,689

(572)

(837)

(1,415)

809

3,715

(2,775)

237

110

1,046
474
307,915 $

3,825
2,988
430,722 $

(2,766)
(4,181)
449,508

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

F5 NETWORKS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)

Balances, September 30, 2017

Exercise of employee stock options

Issuance of stock under employee stock

purchase plan

Issuance of restricted stock

Repurchase of common stock

Stock-based compensation

Net income

Other comprehensive loss
Balances, September 30, 2018

Cumulative effect adjustment from adoption

of ASC 606

Exercise of employee stock options

Issuance of stock under employee stock

purchase plan

Issuance of restricted stock

Repurchase of common stock

Stock-based compensation

Net income

Other comprehensive income
Balances, September 30, 2019

Exercise of employee stock options

Issuance of stock under employee stock

purchase plan

Issuance of restricted stock

Repurchase of common stock

Taxes paid related to net share settlement of

equity awards

Stock-based compensation

Net income

Other comprehensive income
Balances, September 30, 2020

Common Stock

Amount

Accumulated
Other
Comprehensive
Loss

Retained
Earnings

Total
Shareholders’
Equity

62,594 $

17,627 $

(17,997) $ 1,229,762 $ 1,229,392

475

1,219

48,815

—

(4,074)

(203,873)

—

157,855

—

(4,181)

—

48,815

—

(396,208)

(600,081)

—

453,689

—

157,855

453,689

(4,181)

60,215 $

20,427 $

(22,178) $ 1,287,243 $ 1,285,492

—

334

998

—

159

45,439

—

(1,186)

(88,110)

—

164,682

—

2,988

36,048

—

36,048

159

45,439

—

(112,935)

(201,045)

—

427,734

—

164,682

427,734

2,988

60,367 $

142,597 $

(19,190) $ 1,638,090 $ 1,761,497

104

2,596

419

1,027

50,239

—

(799)

(100,016)

(19)
—

(2,536)

212,573

—

—
—

—

474

—

—
—

307,441

—

2,596

50,239

—

(100,016)

(2,536)
212,573

307,441

474

61,099 $

305,453 $

(18,716) $ 1,945,531 $ 2,232,268

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

F5 NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Operating activities
Net income

Adjustments to reconcile net income to net cash provided by operating
activities:

Stock-based compensation

Depreciation and amortization

Non-cash operating lease costs

Deferred income taxes

Impairment of assets

Non-cash provisions for exit costs

Other
Changes in operating assets and liabilities (excluding effects of the
acquisition of businesses):

Accounts receivable

Inventories

Other current assets

Other assets

Accounts payable and accrued liabilities

Deferred revenue

Lease liabilities

Net cash provided by operating activities

Investing activities

Purchases of investments

Maturities of investments

Sales of investments

Acquisition of businesses, net of cash acquired

Cash provided by sale of fixed assets

Purchases of property and equipment

Net cash used in investing activities

Financing activities

Proceeds from the exercise of stock options and purchases of stock under

employee stock purchase plan

Repurchase of common stock

Proceeds from term debt agreement

Payments on term debt agreement

Payments for debt issuance costs

Taxes paid related to net share settlement of equity awards

Years Ended September 30,

2020

2019

2018

307,441 $

427,734 $

453,689

201,948

95,857

39,139

7,293

9,673

—

2,122

162,914

68,507

—

7,440

6,273

8,211

1,662

157,855

59,491

—

20,810

—

1,194

46,502

6,503

(18,305)

(3,832)

(4,889)

(734)

(49,895)

(75,449)

15,607

(25,690)

(22,742)

34,742

35,514

(50,251)

74,710

110,718

—

446

6,583

51,016

—

660,898

747,841

761,068

(584,240)

(602,987)

(855,424)

543,065

309,687

625,201

278,244

(955,574)

(611,550)

—

439,130

12,736

—

1,000

(59,940)

(103,542)

(53,465)

(747,002)

(414,634)

(456,023)

52,835

45,598

48,818

(100,016)

(201,045)

(600,081)

400,000

(10,000)

(3,040)

(2,536)

—

Net cash provided by (used in) financing activities

337,243

(155,447)

(551,263)

Net increase (decrease) in cash, cash equivalents and
restricted cash

Effect of exchange rate changes on cash, cash equivalents and restricted

cash

Cash, cash equivalents and restricted cash, beginning of year

Cash, cash equivalents and restricted cash, end of year

251,139

177,760

(246,218)

(567)

(1,400)

(2,340)

602,254

425,894

674,452

852,826 $

602,254 $

425,894

Supplemental disclosures of cash flow information

Cash paid for taxes, net of refunds

Cash paid for amounts included in the measurement of operating lease
liabilities
Cash paid for interest on long-term debt
Supplemental disclosures of non-cash activities

Years Ended September 30,

2020

2019

2018

80,236 $

100,569 $

104,878

60,564
6,568

—
—

—

9,958

Right-of-use assets obtained in exchange for lease obligations

Capitalized leasehold improvements paid directly by landlord

402,007 $

— $

—

34,948

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

F5 NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

The Company

F5 Networks, Inc. (the “Company”) is a leading provider of multi-cloud application services which enable its customers to

develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud. The
Company's cloud, software, and hardware solutions enable its customers to deliver digital experiences to their customers faster,
reliably, and at scale. The Company's enterprise-grade application services are available as cloud-based, software-as-a-service,
and software-only solutions optimized for multi-cloud environments, with modules that can run independently, or as part of an
integrated solution on its high-performance appliances. In connection with its solutions, the Company offers a broad range of
professional services, including consulting, training, installation, maintenance, and other technical support services. On January
24, 2020, the Company completed the acquisition of Shape Security, Inc. ("Shape"), a leader in online fraud and abuse
prevention, adding protection from automated attacks, botnets, and targeted fraud to F5's world-class portfolio of application
services.

Accounting Principles

The Company’s consolidated financial statements and accompanying notes are prepared on the accrual basis of

accounting in accordance with generally accepted accounting principles in the United States of America (GAAP).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All

intercompany accounts and transactions have been eliminated in consolidation.

Prior Period Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation in the Consolidated
Statements of Cash Flows. The reclassified amounts are considered immaterial and there was no change to total cash from
operating, investing or financing activities as a result.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and

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

In December 2019, a novel strain of coronavirus (“COVID-19“) was first identified, and in March 2020, the World Health

Organization categorized COVID-19 as a pandemic. The Company assessed the impact that COVID-19 had on its results of
operations, including, but not limited to an assessment of its allowance for doubtful accounts, the carrying value of short-term
and long-term investments, the carrying value of goodwill and other long-lived assets, and the impact to revenue recognition
and cost of revenues. The Company is actively monitoring the impact to the results of its business operations, and may make
decisions required by federal, state or local authorities, or that are determined to be in the best interests of its employees,
customers, partners, suppliers and stockholders. As of the filing date, the extent to which the COVID-19 pandemic may impact
the Company’s financial condition or results of operations remains uncertain.

Cash, Cash Equivalents and Restricted Cash

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

Investments

The Company classifies its investment securities as available-for-sale. Investment securities, consisting of certificates of

deposit, corporate and municipal bonds and notes, the United States government and agency securities and international
government securities are reported at fair value with the related unrealized gains and losses included as a component of
accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses and declines in value of
securities judged to be other than temporary are included in other income (expense). The cost of investments for purposes of
computing realized and unrealized gains and losses is based on the specific identification method. Investments in securities with
maturities of less than one year or where management’s intent is to use the investments to fund current operations are classified
as short-term investments. Investments with maturities of greater than one year are classified as long-term investments.

Concentration of Credit Risk

The Company extends credit to customers and is therefore subject to credit risk. The Company performs initial and
ongoing credit evaluations of its customers’ financial condition and does not require collateral. An allowance for doubtful
accounts is recorded to account for potential bad debts. Estimates are used in determining the allowance for doubtful accounts
and are based upon an assessment of selected accounts and as a percentage of remaining accounts receivable by aging category.
In determining these percentages, the Company evaluates historical write-offs, and current trends in customer credit quality, as
well as changes in credit policies. At September 30, 2020, Ingram Micro, Inc. and Synnex Corporation accounted for 14.1%
and 11.4% of the Company’s accounts receivable, respectively. At September 30, 2019, Synnex Corporation, Ingram Micro,
Inc. and Carahsoft Technology accounted for 12.9%, 12.4% and 11.5% of the Company’s accounts receivable, respectively. No
other customers accounted for more than 10% of total receivables as of September 30, 2020 and 2019.

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

Fair Value of Financial Instruments

Short-term and long-term investments are recorded at fair value as the underlying securities are classified as available-for-

sale with any unrealized gain or loss being recorded to other comprehensive income. The fair value for securities held is
determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of
price transparency.

Inventories

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

Property and Equipment

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

Business Combinations

The Company’s business combinations are accounted for under the acquisition method. Management allocates the fair

On January 24, 2020, the Company completed its acquisition of Shape Security, Inc. for a total purchase price of

$1.0 billion, of which approximately $120.0 million of finite-lived developed technology was recorded. Management valued the
developed technology using the multi-period excess earnings method under the income approach. Management applied
significant judgment in estimating the fair value of the acquired developed technology, which involved the use of a significant
assumption with respects to the revenue growth rate and technology migration curve.

Goodwill

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

For its annual impairment test performed in the second quarter of fiscal 2020, the Company completed a quantitative
assessment and determined that there was no impairment of goodwill. The Company also considered potential impairment
indicators of goodwill at September 30, 2020 and noted no indicators of impairment.

Intangible Assets

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

Software Development Costs

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

Internal-Use Software

The Company capitalizes costs incurred during the application development stage associated with the development of

internal-use software systems. The capitalized costs are then amortized over the estimated useful life of the software, which is
generally three to five years, and are included in property and equipment in the accompanying consolidated balance sheets.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in business circumstances indicate

that the carrying amount of an asset may not be recoverable. When such events occur, management determines whether there
has been impairment by comparing the anticipated undiscounted net future cash flows to the related asset’s carrying value. If
impairment exists, the asset is written down to its estimated fair value.

Revenue Recognition

On October 1, 2018, the Company adopted the new revenue recognition standard by applying the modified retrospective

approach to those contracts which were not completed as of October 1, 2018. Results for reporting periods beginning after
October 1, 2018 are presented under the new revenue recognition standard, while prior period amounts are not adjusted and
continue to be reported under the accounting standards in effect for the prior periods.

The Company sells products through distributors, resellers, and directly to end users. Revenue related to the Company's

contracts with customers is recognized by following a five-step process:

•

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

•

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

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

• Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated

based upon the relative standalone selling price of each distinct performance obligation identified in the contract.

• Recognize revenue when (or as) the entity satisfies a performance obligation. The Company satisfies performance

obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the
related performance obligation is satisfied by transferring control of promised products and services to a customer.

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

Product

Revenue from the sale of the Company's hardware and perpetual software products is generally recognized at a point in

time when the product has been fulfilled and the customer is obligated to pay for the product. The Company also offers several
products by subscription, either through term-based license agreements or as a service through its cloud-based platform.
Revenue for term-based license agreements is recognized at a point in time, when the Company delivers the software license to
the customer and the subscription term has commenced. For the Company's software-as-a-service offerings, revenue is
recognized ratably as the services are provided. Hardware, including the software run on those devices is considered Systems
revenue. Perpetual or subscription software offerings that are deployed on a standalone basis, along with software sold as a
service are considered Software revenue. When rights of return are present and the Company cannot estimate returns, revenue is
recognized when such rights of return lapse. Payment terms to customers are generally net 30 days to net 60 days.

Services

Contract acquisition costs

Sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a

contract with a customer. Sales commissions for initial service contracts and subscription offerings are deferred and then
amortized as an expense on a straight-line basis over the period of benefit which management has determined to be 4.5 years
and 3 years, respectively.

Significant Judgments

The Company enters into certain contracts with customers, including enterprise license arrangements, with non-standard

terms and conditions. Management exercises significant judgment in assessing contractual terms in these arrangements to
identify and evaluate performance obligations and total consideration. Management allocates consideration to each performance
obligation based on relative fair value using standalone selling price and recognizes associated revenue as control is transferred
to the customer.

Shipping and Handling

Shipping and handling fees charged to the Company’s customers are recognized as product revenue in the period shipped

and the related costs for providing these services are recorded as a cost of sale.

Guarantees and Product Warranties

In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including
customers, resellers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company
has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of
intellectual property infringement or other claims made against certain parties. These agreements may limit the time within

which an indemnification claim can be made and the amount of the claim. The Company has entered into indemnification
agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the
Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due
to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular
agreement.

The Company offers warranties of one year for hardware for those customers without service contracts, with the option of

purchasing additional warranty coverage in yearly increments. The Company accrues for warranty costs as part of its cost of
sales based on associated material product costs and technical support labor costs. Accrued warranty costs as of September 30,
2020 and 2019 were not material.

Research and Development

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

Advertising

Advertising costs are expensed as incurred. The Company incurred $7.8 million, $4.7 million and $4.6 million in

advertising costs during the fiscal years 2020, 2019 and 2018, respectively.

Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial statement and

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

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

The Company has made an accounting policy election to treat taxes under the global intangible low-taxed income (GILTI)

provision as a current period expense.

Foreign Currency

The functional currency for the Company’s foreign subsidiaries is either the U.S. dollar or the local currency depending

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

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions

denominated in currencies other than the functional currency, including U.S. dollars. Gains and losses on those foreign currency
transactions are included in determining net income or loss for the period of exchange and are recorded in other income, net.
The net effect of foreign currency gains and losses was not material during the fiscal years ended September 30, 2020, 2019 and
2018.

Segments

Management has determined that the Company is organized as, and operates in, one reportable segment and operating
segment: the development, marketing and sale of application services that optimize the security, performance and availability of
network applications, servers and storage systems.

Stock-based Compensation

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

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

The Company has also issued stock options as replacement awards, most notably for those assumed as part of business

combinations. The Company used the Black-Scholes option pricing model to determine the fair value of the stock option
replacement awards. The assumptions within the option pricing model are based on management’s best estimates at that time,
which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will
be recognized over the life of the option.

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

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

For the performance stock awards granted prior to fiscal 2018, attainment is based on the Company achieving specific
quarterly revenue and EBITDA targets. In each case, 70% of the quarterly performance stock grant is based on achieving at
least 80% of the quarterly revenue goal set by the Company's Board of Directors, and the other 30% is based on achieving at
least 80% of the quarterly EBITDA goal set by the Company's Board of Directors. The quarterly performance stock grant is
paid linearly over 80% of the targeted goals. At least 100% of both goals must be attained in order for the quarterly
performance stock grant to be awarded over 100%. Each goal is evaluated individually and subject to the 80% achievement
threshold and the 100% over-achievement threshold. Each goal is also capped at achievement of 200% above target.

For the fiscal 2018, 2019 and 2020 performance stock awards, the Company's Compensation Committee adopted a new

set of metrics that are differentiated from the quarterly revenue and EBITDA measures, including (1) 50% of the annual
performance stock grant is based on achieving 80% of the annual revenue goal set by the Company’s Board of Directors; (2)
25% of the annual performance stock grant is based on achieving at least an 18% increase in annual software revenue compared
to the prior year; and (3) 25% of the annual performance stock grant is based on relative total shareholder return (TSR)
benchmarked to the S&P 500 index. In each case, no vesting or payment with respect to a performance goal shall occur unless a
minimum threshold is met for the applicable goal. Vesting and payment with respect to the performance goal is linear above the
threshold of the applicable goal and is capped at achievement of 200% above target.

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

Comprehensive Income

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

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU

2014-09 and the related amendments outline a new, single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific
guidance. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company
adopted this new accounting standard and the related amendments on October 1, 2018 using the modified retrospective method.
Refer to Note 2 - Revenue from Contracts with Customers for further discussion.

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) (ASU

2016-02), which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the
underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than twelve months. The
Company's leases consist primarily of operating leases for its offices and lab spaces. The Company does not have finance
leases. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty
of cash flows arising from leases. The Company adopted this standard on October 1, 2019 on a modified retrospective basis by
applying the new standard to its lease portfolio as of October 1, 2019. Under the modified retrospective method, financial
results reported in periods prior to fiscal 2020 are unchanged. As a result of the adoption of this standard, the Company
recognized lease liabilities and corresponding right-of-use assets for its long-term leases for office space, which had a material
impact on its consolidated balance sheets. The adoption of this standard had no impact on the consolidated income statements
and consolidated statements of cash flows. Refer to Note 8 - Leases for further discussion.

Upon adoption of the standard, the Company elected the package of three practical expedients for existing and expired

contracts to not reassess: the existence of additional leases, lease classification, or the treatment of initial direct costs. The
Company also applies the short-term lease exemption for leases with an original expected term of 12 months or less and
expenses such leases month-to-month and does not record a right-of-use asset or lease liability. Short-term lease activity under
the exception is not significant. Additionally, the Company does not separate lease and non-lease components in the allocation
of minimum lease payments for its office space and equipment leases, as such separation is not significant.

The Company includes in minimum lease payments, fixed and variable payments based on a rate or index, but excludes

variable payments based on satisfying future benchmarks or actual future costs incurred; such amounts are expensed as
incurred. To calculate the net present value, the Company applied an incremental borrowing rate. This incremental borrowing
rate is determined using a portfolio approach based on the rate of interest the Company would pay to borrow an amount equal to
the lease payments on a collateralized basis over a similar term. Renewal options to extend lease terms are excluded from the
minimum lease term at lease commencement.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments (ASU 2016-13), which modifies the accounting for credit losses for most financial assets and
requires the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be
required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost
basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new
standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early
adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its
consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic
350-40) (ASU 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement
that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use
software, and hosting arrangements that include an internal use software license. The accounting for the service element of a
hosting arrangement that is a service contract is not affected by the amendments in this update. The new standard is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted.
The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial
statements.

2. Revenue from Contracts with Customers

Capitalized Contract Acquisition Costs

The table below shows significant movements in capitalized contract acquisition costs (current and noncurrent) for the

years ended September 30, 2020 and 2019 (in thousands):

Balance, beginning of year
Impacts from adoption of ASC 606
Additional capitalized contract acquisition costs deferred
Amortization of capitalized contract acquisition costs
Balance, end of year

2020

2019

59,446 $
—
43,557
(32,607)
70,396 $

—
54,608
33,925
(29,087)
59,446

Amortization of capitalized contract acquisition costs was $32.6 million and $29.1 million for the years ended

September 30, 2020 and 2019, respectively, and is recorded in Sales and Marketing expense in the accompanying consolidated
income statements. There was no impairment of any capitalized contract acquisition costs during any period presented.

Contract Balances

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related

to the Company's contracts with customers. The Company records assets for amounts related to performance obligations that
are satisfied but not yet billed and/or collected, in addition to contracts that have started, but not yet been fully billed. These
assets are recorded as contract assets rather than receivables when receipt of the consideration is conditional on something other
than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance
obligations. These liabilities are classified as current and non-current deferred revenue.

The table below shows significant movements in contract assets (current and noncurrent) for the years ended

September 30, 2020 and 2019 (in thousands):

Balance, beginning of year
Impacts from adoption of ASC 606
Revenue recognized during period but not yet billed
Contract asset net additions
Contract assets acquired through the purchase of Shape
Contract assets reclassified to accounts receivable
Balance, end of year

2020

2019

132,492 $
—
37,260
123,533
6,045
(98,858)
200,472 $

—
57,499
27,459
88,068
—
(40,534)
132,492

As of September 30, 2020, contract assets that are expected to be reclassified to receivables within the next 12 months are

included in other current assets, with those expected to be transferred to receivables in more than 12 months included in other
assets. There were no impairments of contract assets during the year ended September 30, 2020.

The table below shows significant movements in the deferred revenue balances (current and noncurrent) for the year

ended September 30, 2020 and 2019 (in thousands):

Balance, beginning of year
Impacts from adoption of ASC 606
Amounts billed but not recognized as revenues
Amounts acquired through the purchase of Shape
Revenues recognized related to the opening balance of deferred revenue
Balance, end of year

2020

2019

1,198,116 $

—
850,022
39,000
(814,506)
1,272,632 $

1,015,321
68,078
866,142
—
(751,425)
1,198,116

The Company's contract assets and liabilities are reported in a net position on a contract by contract basis at the end of

each reporting period.

Remaining Performance Obligations

Remaining performance obligations represent the amount of the transaction price under contracts with customers that are
attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. As of September 30, 2020,
the total non-cancelable remaining performance obligations under the Company's contracts with customers was approximately
$1.3 billion and the Company expects to recognize revenues on approximately 69.4% of these remaining performance
obligations over the next 12 months, 19.0% in year two, and the remaining balance thereafter.

See Note 16 - Segment Information, for disaggregated revenue by significant customer and geographic region, as well as

disaggregated product revenue by systems and software.

3. Business Combinations

Fiscal Year 2020 Acquisition of Shape Security, Inc.

On December 19, 2019, the Company entered into a Merger Agreement (the "Merger Agreement") with Shape Security,

Inc. ("Shape"), a provider of fraud and abuse prevention solutions. The transaction closed on January 24, 2020 with Shape
becoming a wholly-owned subsidiary of F5.

Pursuant to the Merger Agreement, at the effective time of the acquisition, the capital stock of Shape and the vested

outstanding and unexercised stock options in Shape were cancelled and converted to the right to receive approximately
$1.0 billion in cash, subject to certain adjustments and conditions set forth in the Merger Agreement, and the unvested stock
options and restricted stock units in Shape held by continuing employees of Shape were assumed by F5, on the terms and
conditions set forth in the Merger Agreement. Included in cash consideration was $23.2 million of transaction costs paid by F5
on behalf of Shape. In addition, the Company incurred $15.3 million of transaction costs associated with the acquisition which
was included in General and Administrative expenses in fiscal 2020.

As a result of the acquisition, the Company acquired all the assets and assumed all the liabilities of Shape. The goodwill

related to the Shape acquisition is comprised primarily of expected synergies from combining operations and the acquired
intangible assets that do not qualify for separate recognition. Goodwill related to the Shape acquisition is not expected to be
deductible for tax purposes. The results of operations of Shape have been included in the Company's consolidated financial
statements from the date of acquisition.

The allocated purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values

is presented in the following table (in thousands):

Estimated

Useful Life

7 years

4 years

5 years

Assets acquired

Cash, cash equivalents, and restricted cash

53,934

Fair value of tangible assets:

Accounts receivable

Deferred tax assets

Operating lease right-of-use assets

Other tangible assets

Identifiable intangible assets:

Developed technologies

Customer relationships

Trade name

Goodwill

Total assets acquired

Liabilities assumed

Deferred revenue

Operating lease liabilities

Other assumed liabilities

Total liabilities assumed

Net assets acquired

21,077

24,619

29,644

22,571

120,000

21,000

9,500

799,611

1,101,956

(39,000)

(30,773)

(18,571)

(88,344)

1,013,612

The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change
within the measurement period. The Company expects to finalize the allocation of the purchase price as soon as practicable and
no later than one year from the acquisition date.

The developed technology intangible asset will be amortized on a straight-line basis over its estimated useful life of seven

years and included in cost of net product revenues. The trade names and customer relationships intangible assets will be
amortized on a straight-line basis over their estimated useful lives of five years and four years, respectively, and included in
sales and marketing expenses. The weighted average life of the amortizable intangible assets recognized from the Shape
acquisition was 6.5 years as of January 24, 2020, the date the transaction closed. The estimated useful lives for the acquired
intangible assets were based on the expected future cash flows associated with the respective asset.

Since the Shape acquisition was completed on January 24, 2020, the F5 and Shape teams have been executing a plan to

integrate ongoing operations. The pro forma financial information, as well as the revenue and earnings generated by Shape,
were not considered material to the Company's operations.

Fiscal Year 2019 Acquisition of Nginx, Inc.

On March 9, 2019, the Company entered into a Merger Agreement (the "Merger Agreement") with Nginx, Inc.

("NGINX"), a provider of open source web server software and application delivery solutions. The transaction closed on May 8,
2019 with NGINX becoming a wholly-owned subsidiary of F5.

Pursuant to the Merger Agreement, at the effective time of the Merger, the capital stock of NGINX and the vested
outstanding and unexercised stock options in NGINX were cancelled and converted to the right to receive approximately
$643.2 million in cash, subject to certain adjustments and conditions set forth in the Merger Agreement, and the unvested stock
options and restricted stock units in NGINX held by continuing employees of NGINX were assumed by F5, on the terms and
conditions set forth in the Merger Agreement. Included in cash consideration was $19.0 million of transaction costs paid by F5
on behalf of NGINX. In addition, the Company incurred $1.0 million of transaction costs associated with the acquisition which
was included in General and Administrative expenses for fiscal 2019.

As a result of the acquisition, the Company acquired all the assets and assumed all the liabilities of NGINX. The goodwill

related to the NGINX acquisition is comprised primarily of expected synergies from combining operations and the acquired
intangible assets that do not qualify for separate recognition. The results of operations of NGINX have been included in the
Company's consolidated financial statements from the date of acquisition.

The allocated purchase consideration to assets acquired and liabilities assumed based on the estimated fair values is

presented in the following table (in thousands):

Assets acquired

Cash and cash equivalents

Fair value of tangible assets:

Other tangible assets

Identifiable intangible assets:

Developed technologies

Customer relationships

Trade name

Non-competition agreements

Goodwill

Total assets acquired

Liabilities assumed

Other assumed liabilities

Total liabilities assumed

Net assets acquired

Estimated

Useful Life

7 years

15 years

7 years

2 years

29,911

23,699

62,500

12,000

14,500

300

503,414

646,324

(9,116)

637,208

The measurement period for the NGINX acquisition lapsed during the third quarter of fiscal 2020. The Company reduced

the carrying amount of goodwill by $6.0 million to reflect an adjustment to consideration exchanged for the purchase of
NGINX within the post-close measurement period. No other financial statement amounts were affected by this adjustment. The
adjustment was not material to the current period or any of the previous period financial statements.

The developed technology intangible asset will be amortized on a straight-line basis over its estimated useful life of seven

years and included in cost of net product revenues. The trade names and customer relationships intangible assets will be
amortized on a straight-line basis over their estimated useful lives of seven years and fifteen years, respectively, and included in
sales and marketing expenses. The weighted average life of the amortizable intangible assets recognized from the NGINX
acquisition was 8.1 years as of May 8, 2019, the date the transaction closed. The estimated useful lives for the acquired
intangible assets were based on the expected future cash flows associated with the respective asset. Tax deductible goodwill
based on the Company's preliminary calculation is $490.3 million.

Since the NGINX acquisition was completed on May 8, 2019, the F5 and NGINX teams have been executing a plan to

integrate ongoing operations.

4. Fair Value Measurements

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

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

The levels of fair value hierarchy are:

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

the ability to access.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and

liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs for which there is little or no market data available. These inputs reflect management’s

assumptions of what market participants would use in pricing the asset or liability.

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

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant

to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by
the Company. The Company considers observable data to be market data which is readily available, regularly distributed or
updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant
market.

The Company’s financial assets measured at fair value on a recurring basis subject to the disclosure requirements at

September 30, 2020, were as follows (in thousands):

Cash equivalents
Short-term investments
Available-for-sale securities — corporate bonds and notes
Available-for-sale securities — municipal bonds and notes
Available-for-sale securities — U.S. government securities
Available-for-sale securities — U.S. government agency

securities

Long-term investments
Available-for-sale securities — corporate bonds and notes

Total

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets for
Identical Securities
(Level 1)

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Fair Value at
September 30,
2020

43,553 $

207,417 $

— $ 250,970

—
—
—

—

189,662
6,146
117,374

47,151

—
—
—

—

189,662
6,146
117,374

47,151

—
43,553 $

102,939
670,689 $

—
102,939
— $ 714,242

The Company’s financial assets measured at fair value on a recurring basis subject to the disclosure requirements at

September 30, 2019, were as follows (in thousands):

Cash equivalents
Short-term investments
Available-for-sale securities — certificates of deposit
Available-for-sale securities — corporate bonds and notes
Available-for-sale securities — municipal bonds and notes
Available-for-sale securities — U.S. government securities
Available-for-sale securities — U.S. government agency

securities

Long-term investments
Available-for-sale securities — corporate bonds and notes
Available-for-sale securities — municipal bonds and notes
Available-for-sale securities — U.S. government securities

Available-for-sale securities — U.S. government agency

securities

Total

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets for
Identical Securities
(Level 1)

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Fair Value at
September 30,
2019

140,238 $

153,404 $

— $ 293,642

—
—
—
—

—

—
—
—

249
259,547
12,129
78,992

22,146

298,916
2,524
5,515

—
—
—
—

—

—
—
—

249
259,547
12,129
78,992

22,146

298,916
2,524
5,515

—
140,238 $

51,447
884,869 $

—
51,447
— $ 1,025,107

The Company uses the fair value hierarchy for financial assets and liabilities. The carrying amounts of other current

financial assets and other current financial liabilities approximate fair value due to their short-term nature.

The Company’s non-financial assets and liabilities, which include goodwill, intangible assets, and long-lived assets, are
not required to be carried at fair value on a recurring basis. These non-financial assets and liabilities are measured at fair value
on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is
recognized. The Company reviews goodwill and intangible assets for impairment annually, during the second quarter of each
fiscal year, or as circumstances indicate the possibility of impairment. The Company monitors the carrying value of long-lived
assets for impairment whenever events or changes in circumstances indicate its carrying amount may not be recoverable.
During the year ended September 30, 2020, the Company recorded impairment of a right-of-use asset of $9.7 million related to
the exit of a leased facility, which was allocated to various expense line items on the Company’s consolidated income
statement. During the year ended September 30, 2019, the Company recorded impairment of capitalized internal-use software
costs of $6.3 million, which was reflected in the general and administrative expense line item on the Company’s consolidated
income statement. No impairment of long-lived assets was noted as of and for the year ended 2018.

5. Short-Term and Long-Term Investments

Short-term investments consist of the following (in thousands):

September 30, 2020
Corporate bonds and notes
Municipal bonds and notes
U.S. government securities
U.S. government agency securities

Cost or
Amortized
Cost
188,932 $
6,143
117,363
47,148
359,586 $

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

736 $
3
14
3
756 $

(6) $
—
(3)
—
(9) $

189,662
6,146
117,374
47,151
360,333

September 30, 2019
Certificates of deposit
Corporate bonds and notes
Municipal bonds and notes
U.S. government securities
U.S. government agency securities

Cost or
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

249 $

259,242
12,128
78,988
22,138
372,745 $

— $
402
6
18
9
435 $

— $
(97)
(5)
(14)
(1)
(117) $

249
259,547
12,129
78,992
22,146
373,063

Long-term investments consist of the following (in thousands):

September 30, 2020
Corporate bonds and notes

September 30, 2019
Corporate bonds and notes
Municipal bonds and notes
U.S. government securities
U.S. government agency securities

Cost or
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

102,206 $

756 $

(23) $

102,939

(23) $

102,939

Cost or
Amortized
Cost
298,888 $
2,528
5,515
51,463
358,394 $

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

469 $
2
3
5
479 $

(441) $
(6)
(3)
(21)
(471) $

298,916
2,524
5,515
51,447
358,402

Interest income from investments was $12.2 million, $25.3 million and $17.0 million for fiscal years 2020, 2019 and

2018, respectively. Interest income is included in other income, net on the Company's consolidated income statements.

The following table summarizes investments that have been in a continuous unrealized loss position for less than

12 months and those that have been in a continuous unrealized loss position for more than 12 months as of September 30, 2020
(in thousands):

September 30, 2020
Corporate bonds and notes
U.S. government securities
Total

Less Than 12 Months
Gross
Unrealized
Losses

Fair Value

12 Months or Greater
Gross
Unrealized
Losses

Fair
Value

Total

Gross
Unrealized
Losses

Fair Value

43,492 $
41,812
85,304 $

(28) $
(3)
(31) $

5,006 $
—
5,006 $

(1) $
—
(1) $

48,498 $
41,812
90,310 $

(29)
(3)
(32)

The following table summarizes investments that have been in a continuous unrealized loss position for less than 12
months and those that have been in a continuous unrealized loss position for more than 12 months as of September 30, 2019 (in
thousands):

September 30, 2019
Corporate bonds and notes
Municipal bonds and notes
U.S. government securities
U.S. government agency securities
Total

Less Than 12 Months
Gross
Unrealized
Losses

Fair Value

12 Months or Greater
Gross
Unrealized
Losses

Fair Value

Total

Gross
Unrealized
Losses

Fair Value

$ 237,747 $

(434) $ 109,613 $

864

—

7,800

27,095
30,946
$ 296,652 $

(12)
(22)
(468) $ 127,404 $

9,991
—

(104) $ 347,360 $
(11)

8,664

(5)
—

37,086
30,946

(120) $ 424,056 $

(538)
(11)

(17)
(22)
(588)

The Company invests in securities that are rated investment grade. The unrealized losses on investments for fiscal year

2020 were primarily caused by interest rate increases.

The Company reviews the individual securities in its portfolio to determine whether a decline in a security's fair value
below the amortized cost basis is other-than-temporary. The Company determined that as of September 30, 2020, there were no
investments in its portfolio that were other-than-temporarily impaired.

6. Balance Sheet Details

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash reported

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

Cash and cash equivalents
Restricted cash included in other assets, net
Total cash, cash equivalents and restricted cash

Inventories

Inventories consist of the following (in thousands):

Finished goods
Raw materials

Other Current Assets

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

Contract assets
Prepaid expenses
Capitalized contract acquisition costs
Other

Property and Equipment

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

Computer equipment
Software
Office furniture and equipment
Leasehold improvements

Accumulated depreciation and amortization

September 30,

2020
849,556 $
3,270
852,826 $

2019
599,219
3,035
602,254

September 30,

2020

2019

17,096 $
10,802
27,898 $

22,441
11,960
34,401

September 30,

2020
138,096 $
47,197
29,650
44,563
259,506 $

2019

79,407
49,051
28,228
26,188
182,874

September 30,

2020
153,256 $
95,288
45,280
175,593
469,417
(240,178)
229,239 $

2019
142,372
85,866
38,892
151,055
418,185
(194,759)
223,426

Depreciation and amortization expense totaled approximately $59.5 million, $58.0 million, and $45.9 million for the

fiscal years ended September 30, 2020, 2019 and 2018, respectively.

During the year ended September 30, 2019, the Company recorded impairment of capitalized internal-use software costs

of $6.3 million. The charge was reflected in the general and administrative expense line item on the Company’s consolidated
statement of operations.

Goodwill

Changes in the carrying amount of goodwill during fiscal years 2020 and 2019 are summarized as follows (in thousands):

Balance, September 30, 2018

Acquisition of Nginx, Inc.
Balance, September 30, 2019

Acquisition of Shape Security, Inc.
Adjustment to goodwill1
Balance, September 30, 2020

555,965
509,414
1,065,379
799,611
(6,024)
$ 1,858,966

(1) The Company reduced the carrying amount of goodwill by $6.0 million in the third quarter of fiscal year 2020 to reflect
an adjustment to consideration exchanged for the purchase of NGINX within the post-close measurement period.

Other Assets

Other assets consist of the following (in thousands):

Intangible assets
Contract assets
Capitalized contract acquisition costs
Other

September 30,

2020
225,900 $
62,377
40,746
18,424
347,447 $

2019
108,903
53,085
31,218
10,575
203,781

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

Developed technology

Customer relationships
Patents and trademarks
Trade names
Non-compete covenants

2020

2019

Gross
Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

246,173 $
41,242
20,260
24,973
2,260
334,908 $

(76,556) $
(10,657)
(14,448)
(5,174)
(2,173)
(109,008) $

169,617 $
30,585
5,812
19,799
87
225,900 $

126,173 $
20,242
19,160
15,473
2,260
183,308 $

(53,213) $
(5,533)
(11,800)
(1,836)
(2,023)
(74,405) $

72,960
14,709
7,360
13,637
237
108,903

Amortization expense related to intangible assets was approximately $34.6 million, $11.8 million, and $11.1 million for

the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

Estimated amortization expense for intangible assets for the five succeeding fiscal years is as follows (in thousands):

2021
2022
2023
2024
2025

42,722
41,429
40,625
35,360
29,624
189,760

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

Payroll and benefits
Operating lease liabilities, current
Income and other tax accruals
Other

Other Long-term Liabilities

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

Deferred rent
Income taxes payable
Other

7. Debt Facilities

Term Credit Agreement

September 30,

2020
169,708 $
46,010
33,048
72,632
321,398 $

2019
138,453
—
31,801
65,615
235,869

September 30,

2020

2019

— $

49,846
9,665
59,511 $

66,103
42,324
23,426
131,853

In connection with the acquisition of Shape, on January 24, 2020, the Company entered into a Term Credit Agreement

("Term Credit Agreement") with certain institutional lenders that provides for a senior unsecured term loan facility in an
aggregate principal amount of $400.0 million (the "Term Loan Facility"). The proceeds from the Term Loan Facility were
primarily used to finance the acquisition of Shape and related expenses. In connection with the Term Loan Facility, the
Company incurred $2.2 million in debt issuance costs, which are recorded as a reduction to the carrying value of the principal
amount of the debt.

Borrowings under the Term Loan Facility bear interest at a rate equal to, at the Company's option, (a) LIBOR, adjusted for
customary statutory reserves, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b)
an alternate base rate determined in accordance with the Term Credit Agreement, plus an applicable margin of 0.125% to
0.750% depending on the Company's leverage ratio. Interest on the outstanding principal of borrowings is currently due
quarterly in arrears. As of September 30, 2020, the margin for LIBOR-based loans was 1.125% and the margin for alternate
base rate loans was 0.125%.

The Term Loan Facility matures on January 24, 2023 with quarterly installments (commencing with the first full fiscal
quarter ended after January 24, 2020) equal to 1.25% of the original principal amount of the Term Loan Facility. The remaining
outstanding principal of borrowings under the Term Loan Facility is due upon maturity on January 24, 2023. Borrowings under
the Term Loan Facility may be voluntarily prepaid, in whole or in part, without penalty or premium. Borrowings repaid or
prepaid under the Term Loan Facility may not be reborrowed.

Among certain affirmative and negative covenants provided in the Term Credit Agreement, there is a financial covenant
that requires the Company to maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of consolidated total
indebtedness to consolidated EBITDA. This covenant may result in a higher interest rate on its outstanding principal
borrowings on the Term Loan Facility in future periods, depending on the Company's performance. As of September 30, 2020,
the Company was in compliance with all covenants.

As of September 30, 2020, $390.0 million of principal amount under the Term Loan Facility was outstanding, excluding

unamortized debt issuance costs of $1.7 million. The weighted average interest rate on the principal amount under the Term
Loan Facility outstanding balance was 2.365% for the period ending September 30, 2020. The following table presents the
scheduled principal maturities as of September 30, 2020 (in thousands):

Fiscal Years Ending September 30:
2021
2022
2023
Total

Revolving Credit Agreement

20,000
20,000
350,000
390,000

On January 31, 2020, the Company entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that

provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving
Credit Facility"). The Company has the option to increase commitments under the Revolving Credit Facility from time to time,
subject to certain conditions, by up to $150.0 million. Borrowings under the Revolving Credit Facility bear interest at a rate
equal to, at the Company's option, (a) LIBOR, adjusted for customary statutory reserves, plus an applicable margin of 1.125%
to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving
Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. The Revolving
Credit Agreement also requires payment of a commitment fee calculated at a rate per annum of 0.125% to 0.300% depending
on the Company's leverage ratio on the undrawn portion of the Revolving Credit Facility. Commitment fees incurred during
fiscal year 2020 were not material.

The Revolving Credit Facility matures on January 31, 2025, at which time any remaining outstanding principal of

borrowings under the Revolving Credit Facility is due. The Company has the option to request up to two extensions of the
maturity date in each case for an additional period of one year. Among certain affirmative and negative covenants provided in
the Revolving Credit Agreement, there is a financial covenant that requires the Company to maintain a leverage ratio,
calculated as of the last day of each fiscal quarter, of consolidated total indebtedness to consolidated EBITDA. As of
September 30, 2020, the Company was in compliance with all covenants. As of September 30, 2020, there were no outstanding
borrowings under the Revolving Credit Facility, and the Company had available borrowing capacity of $350.0 million.

8. Leases

During the first quarter of fiscal 2020, the Company adopted ASU 2016-02, Leases (Topic 842) (the "Leasing Standard")
using the transition method provided in ASU 2018-11, Leases (Topic 842): Targeted Improvements. The impact of adopting the
Leasing Standard resulted in the recognition of right-of-use assets and lease liabilities of $304.8 million and $386.4 million,
respectively, on October 1, 2019, the date of adoption.

The majority of the Company's operating lease payments relate to its corporate headquarters in Seattle, Washington,

which includes approximately 515,000 square feet of office space. The lease commenced in April 2019 and expires in 2033
with an option for renewal. The Company has concluded that the renewal option is not yet likely to be exercised. The Company
also leases additional office and lab space for product development and sales and support personnel in the United States and
internationally. The Company's lease agreements do not contain any material residual value guarantees or material restrictive
covenants.

The components of the Company's operating lease expenses for the year ended September 30, 2020 were as follows (in

thousands):

Operating lease expense

Short-term lease expense
Variable lease expense
Total lease expense

Fiscal year ended

September 30, 2020

49,925
3,563

21,980

75,468

In the fourth quarter of fiscal 2020, the Company recorded an impairment for $9.7 million against the right-of-use asset

related to the former Seattle headquarters location, due to the low likelihood of future sublease receipts, as the Company will no

longer seek to sublease the space. Variable lease expense primarily consists of common area maintenance and parking
expenses. The Company executed two sublease contracts that commenced during the first quarter of fiscal year 2020. Lease
income payments commenced in the second fiscal quarter. The Company has three additional subleases through the fiscal 2020
acquisition of Shape Security.

Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except

lease term and discount rate):

Operating lease right-of-use assets, net

Operating lease liabilities, current1
Operating lease liabilities, long-term

Total operating lease liabilities

Weighted average remaining lease term (in years)

Weighted average discount rate

September 30, 2020

300,680

46,010

338,715

384,725

10.2

2.58 %

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

As of September 30, 2020, the future operating leases payments for each of the next five years and thereafter is as follows

(in thousands):

Fiscal Years Ending September 30:
2021
2022
2023
2024
2025
Thereafter

Total lease payments
Less: imputed interest
Total lease liabilities

Operating Lease
Payments

55,601
56,813
44,041
39,590
33,215
217,506
446,766
(62,041)
384,725

Operating lease liabilities above do not include sublease income. As of September 30, 2020, the Company expects to

receive sublease income of approximately $10.2 million, which consists of $4.5 million to be received in fiscal year 2021 and
$5.7 million to be received over the two fiscal years thereafter.

As of September 30, 2020, the Company had no significant operating leases that were executed but not yet commenced.

ASC 840 - Leases

As a result of adopting the Leasing Standard, reporting periods beginning in the first quarter of fiscal 2020 are presented
under the new standard while prior period amounts are not adjusted and continue to be reported in accordance with ASC 840 -
Leases.

Prior to the adoption of the Leasing Standard, future minimum operating lease payments, net of sublease income, were as

follows as of September 30, 2019 (in thousands):

Fiscal Year
2020
2021
2022
2023
2024
Thereafter

9. Income Taxes

Gross Lease
Payments

Sublease
Income

Net Lease
Payments

54,046 $
50,712
47,550
36,514
33,971
242,826
465,619 $

683 $

1,051
1,082
368
—
—
3,184 $

53,363
49,661
46,468
36,146
33,971
242,826
462,435

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

United States
International

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

Current

U.S. federal
State
Foreign

Total

Deferred

U.S. federal
State
Foreign

Total

Years Ended September 30,

2020
216,409 $
179,988
396,397 $

2019
360,648 $
180,463
541,111 $

2018
441,336
162,424
603,760

Years Ended September 30,

2020

2019

2018

26,978 $
4,230
50,368
81,576

43,039 $
13,864
49,197
106,100

78,454
9,800
41,040
129,294

10,875
(1,121)
(2,374)
7,380
88,956 $

8,716
1,617
(3,056)
7,277
113,377 $

21,259
725
(1,207)
20,777
150,071

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

Income tax provision at statutory rate
State taxes, net of federal benefit
Tax impact of foreign operations
Research and development and other credits
Domestic manufacturing deduction
Stock-based and other compensation
Transition impacts of the Tax Cuts and Jobs Act
Other

Years Ended September 30,

2020

83,243 $
4,258
(7,693)
(11,843)

—
18,002
—
2,989
88,956 $

2019
113,633 $
14,206
(9,161)
(12,760)

—
6,771
—
688
113,377 $

2018
147,921
9,349
(6,696)
(13,159)
(9,722)
(150)
21,015
1,513
150,071

The provision for income taxes for fiscal year 2020, 2019, and 2018 includes various impacts from the Tax Cuts and Jobs

Act enacted on December 22, 2017. Significant impacts for fiscal year 2020 include a deduction for foreign derived intangible
income, a tax on global intangible low taxed income, and the base erosion anti-avoidance tax. Significant impacts for fiscal year
2019 include a reduction of the U.S. federal income tax rate to 21%, a deduction for foreign derived intangible income, a tax on
global intangible low taxed income, and repeal of the deduction for income attributable to domestic production activities.
Significant impacts for fiscal year 2018 include a reduction of the U.S. federal income tax rate to 24.5%, a tax for deemed
repatriation of undistributed foreign earnings, and an expense from the remeasurement of the Company's net deferred tax assets
to reflect the change in the U.S. federal income tax rate when temporary differences are expected to reverse.

Effective January 1, 2018, the U.S. tax law provides a deduction for the foreign-source portion of dividends received
from specified foreign corporations. The Company no longer maintains an indefinite reinvestment assertion on unremitted
foreign earnings and has recorded a deferred tax liability for any estimated foreign, federal, or state tax liabilities associated
with a future repatriation of foreign earnings.

In April 2020, recent interpretations of a German law relating to withholding taxes on intellectual property rights

emerged. We have evaluated this law and do not expect a material impact to our financial position or results of operations.

The Company benefits from tax incentive arrangements in certain foreign jurisdictions, which expire in fiscal year 2021

to 2034. The tax incentive agreements are conditional upon meeting certain operational, employment, and investment
requirements. These arrangements decreased foreign taxes by $8.2 million, $8.1 million and $6.4 million, and increased diluted
earnings per common share by $0.13, $0.13 and $0.10 for the years ended September 30, 2020, 2019 and 2018, respectively.

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

thousands):

Deferred tax assets

Net operating loss carry-forwards
Accrued compensation and benefits
Stock-based compensation
Deferred revenue
Lease liabilities
Other accruals and reserves
Tax credit carryforwards
Depreciation

Valuation allowance

Deferred tax liabilities

Purchased intangibles
Depreciation
Deferred costs
Other accruals and reserves

Years Ended September 30,

2020

2019

54,842 $
13,162
13,010
40,577
19,656
17,384
15,807
620
175,058
(32,587)
142,471

(46,491)
(34,757)
(11,924)
(4,728)
(97,900)

12,269
13,478
7,144
35,247
17,313
15,786
13,783
592
115,612
(23,495)
92,117

(10,560)
(39,910)
(10,656)
(3,603)
(64,729)

Net deferred tax assets

44,571 $

27,388

At September 30, 2020, the Company had foreign net operating loss carryforwards of approximately $59.5 million that

can be carried forward indefinitely, and $3.4 million that will expire in fiscal years 2026 to 2030. The Company had
$170.7 million of federal net operating loss carryforwards, of which $111.8 million can be carried forward indefinitely and
$58.9 million that will expire in fiscal years 2032 to 2037. The annual utilization of the federal net operating loss carryforwards
is limited under Internal Revenue Code Section 382. The Company also had $379.6 million of state net operating loss
carryforwards, of which $158.2 million can be carried forward indefinitely and $221.4 million will expire in fiscal years 2027
to 2040. In addition, there are $4.0 million of foreign credit carryforwards that will expire in fiscal years 2021 to 2036,
$0.5 million of federal credit carryforwards that will expire in fiscal year 2039, $15.6 million of state tax credit carryforwards

that can be carried forward indefinitely, and $3.7 million of state tax credit carryforwards that will expire in fiscal years 2030 to
2035. Management believes that it is more likely than not that the benefit from certain foreign net operating loss and credit
carryforwards and state tax net operating loss and credit carryforwards will not be realized. In recognition of this risk, the
Company has provided a valuation allowance on the deferred tax assets relating to these carryforwards. The net change in the
total valuation allowance was an increase of $9.1 million and $0.7 million for years ended September 30, 2020 and 2019,
respectively.

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

The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits in fiscal

years 2020, 2019 and 2018 (in thousands):

Balance, beginning of period
Gross increases related to prior period tax positions
Gross decreases related to prior period tax positions
Gross increases related to current period tax positions
Decreases relating to settlements with tax authorities
Reductions due to lapses of statute of limitations
Balance, end of period

2020

2019

2018

42,287 $
8,664
(1,051)
9,272
(3,578)
(3,827)
51,767 $

31,672 $
5,129
(287)
7,756
—
(1,983)
42,287 $

23,135
2,715
—
8,230
—
(2,408)
31,672

The total amount of gross unrecognized tax benefits was $51.8 million, $42.3 million, and $31.7 million as of
September 30, 2020, 2019, and 2018, respectively, of which, $34.3 million, $29.4 million, and $23.1 million, if recognized,
would affect the effective tax rate. There is a reasonable possibility that the Company’s unrecognized tax benefits will change
within twelve months due to audit settlements or the expiration of statute of limitations, but the Company does not expect the
change to be material to the consolidated financial statements.

The Company recognizes interest and, if applicable, penalties (not included in the “unrecognized tax benefits” table

above) for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expense. In the years
ended September 30, 2020, 2019 and 2018, the Company recorded approximately $1.0 million decrease, $2.4 million increase
and $0.4 million increase, respectively, of interest and penalty expense related to uncertain tax positions. As of September 30,
2020 and 2019, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $3.0
million and $4.0 million, respectively.

The Company and its subsidiaries are subject to U.S. federal income tax as well as the income tax of multiple state and
foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for fiscal years through September 30,
2016. Major jurisdictions where there are wholly owned subsidiaries of F5 Networks, Inc. which require income tax filings
include the United Kingdom, Japan, Singapore, Australia, and Israel. The earliest periods open for review by local taxing
authorities are fiscal years 2019 for the United Kingdom, 2014 for Japan, 2015 for Singapore, 2016 for Australia, and 2013 for
Israel. The Company is currently under audit by various states for fiscal years 2015 through 2018 and by Israel for fiscal years
2013 to 2017. Within the next four fiscal quarters, the statute of limitations will begin to close on the fiscal year 2017 federal
income tax return, fiscal years 2015, 2016, and 2017 state income tax returns and fiscal years 2013 to 2019 foreign income tax
returns.

10. Shareholders' Equity

Common Stock Repurchase

On October 31, 2018, the Company announced that its Board of Directors authorized an additional $1.0 billion for its

common stock share repurchase program. This new authorization is incremental to the existing $4.4 billion program, initially
approved in October 2010 and expanded in each fiscal year. Acquisitions for the share repurchase programs will be made from
time to time in private transactions or open market purchases as permitted by securities laws and other legal requirements. The
programs can be terminated at any time. During fiscal year 2020, the Company repurchased and retired 799,495 shares at an
average price of $125.10 per share and as of September 30, 2020, the Company had $1.3 billion remaining authorized to
purchase shares.

Shares repurchased and retired during the fourth quarter of fiscal year 2020 are as follows (in thousands, except shares

and per share data):

Total Number
of Shares
Purchased1

Average Price
Paid per Share

Total Number of
Shares Purchased
per the Publicly
Announced Plan

Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plan2

July 1, 2020 — July 31, 2020

— $

—

— $

1,322,518

August 1, 2020 — August 31, 2020

373,078 $

139.79

357,644 $

1,272,511

September 1, 2020 — September 30, 2020

— $

—

— $

1,272,511

(1)

(2) Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the

vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.

11. Stock-based Compensation

The Company recognized $201.9 million, $162.9 million and $157.9 million of stock-based compensation expense for

the fiscal years ended September 30, 2020, 2019 and 2018, respectively. The income tax benefit recognized on stock-based
compensation within income tax expense was $37.6 million, $31.3 million and $34.6 million for the fiscal years ended
September 30, 2020, 2019 and 2018, respectively. As of September 30, 2020, there was $205.6 million of total unrecognized
stock-based compensation cost, the majority of which will be recognized over approximately two years. Going forward, stock-
based compensation expenses may increase as the Company issues additional equity-based awards to continue to attract and
retain key employees. On October 30, 2020, the Company’s Board of Directors and Compensation Committee approved
1,451,566 RSUs to employees and executive officers pursuant to the Company’s annual equity awards program.

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

2011 Employee Stock Purchase Plan. In April 2012, the Board of Directors amended and restated the Company’s 1999

Employee Stock Purchase Plan, or the Employee Stock Purchase Plan. A total of 10,000,000 shares of common stock have been
reserved for issuance under the Employee Stock Purchase Plan. The Employee Stock Purchase Plan permits eligible employees
to acquire shares of the Company’s common stock through periodic payroll deductions of up to 15% of base compensation. No
employee may purchase more than 10,000 shares during an offering period. In addition, no employee may purchase more than
$25,000 worth of stock, determined by the fair market value of the shares at the time such option is granted, in one calendar
year. The Employee Stock Purchase Plan has been implemented in a series of offering periods, each 6 months in duration. The
price at which the common stock may be purchased is 85% of the lesser of the fair market value of the Company’s common
stock on the first day of the applicable offering period or on the last day of the respective purchase period. As of September 30,
2020 there were 1,899,745 shares available for awards under the Employee Stock Purchase Plan.

In determining the fair value of the right to purchase under the Employee Stock Purchase Plan, the Company uses the

Black-Scholes option pricing model that employs the following key assumptions:

Employee Stock Purchase Plan
Years Ended September 30,

2020

2019

2018

Risk-free interest rate
Expected dividend
Expected term
Expected volatility

1.10% - 1.97%
—
0.5 years

1.14% - 1.77%
—
0.5 years
26.32% - 41.94% 18.14% - 31.74% 22.03% - 24.87%

2.25% - 2.51%
—
0.5 years

Acquisition Related Incentive Plans. In connection with the Company’s acquisition of Traffix Systems in the second

quarter of fiscal year 2012, the Company assumed the Traffix 2007 Israeli Employee Share Option Plan, or the Traffix Plan.
Unvested options to acquire Traffix’s common stock were converted into options to acquire the Company’s common stock in
connection with the acquisition. A total of 106,829 shares of common stock were reserved for issuance under the Traffix Plan.
The plan provided for grants of stock options to persons who were employees, officers, directors, consultants or advisors to
Traffix on or prior to February 21, 2012. During the fiscal year 2020, the Company issued no stock options or restricted stock
units under the Traffix Plan. As of September 30, 2020, there were options to purchase 49 shares outstanding and no shares
available for additional awards under the Traffix Plan. The Company terminated the Traffix Plan effective January 3, 2014 and
no additional shares may be issued from the Traffix Plan.

In May 2019, the Company adopted the Nginx Acquisition Equity Incentive Plan, or the Nginx Acquisition Plan. The

Nginx Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and
consultants of Nginx, Inc. to whom the Company offered employment in connection with the Company’s acquisition of Nginx.
A total of 183,061 shares of common stock were reserved for issuance under the Nginx Acquisition Plan. Upon certain changes
in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards under the Nginx
Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2020, the Company
issued no stock options or restricted stock units under the Nginx Acquisition Plan. As of September 30, 2020, there were no
options outstanding and 121,820 stock units outstanding. The Company terminated the Nginx Acquisition Plan effective
October 31, 2019 and no additional shares may be issued from the Nginx Acquisition Plan.

In connection with the Company’s acquisition of Nginx, Inc. in the third quarter of fiscal year 2019, the Company
assumed the Nginx Inc. 2011 Share Plan, or the Nginx Plan. Unvested options to acquire Nginx's common stock and unvested
stock units with respect to Nginx’s common stock were converted into options to acquire the Company’s common stock and
stock units with respect to the Company’s stock in connection with the acquisition. A total of 302,634 shares of common stock
were reserved for issuance under the Nginx Plan (including converted options and stock units). The Nginx Plan provided for
grants of stock options, stock awards and stock units to persons who were employees, officers, directors and consultants to
Nginx, Inc. prior to May 8, 2019. During the fiscal year 2020, the Company issued no stock options or restricted stock units
under the Nginx Plan. As of September 30, 2020, there were options to purchase 131,342 shares outstanding and 17,986 stock
units outstanding. The Company terminated the Nginx Acquisition Plan effective October 31, 2019 and no additional shares
may be issued from the Nginx Acquisition Plan.

In January 2020, the Company adopted the Shape Acquisition Equity Incentive Plan, or the Shape Acquisition Plan. The

Shape Acquisition Plan provided for discretionary grants of stock options and stock units for employees, directors and
consultants of Shape Security, Inc. to whom the Company offered employment in connection with the Company’s acquisition
of Shape. A total of 450,000 shares of common stock were reserved for issuance under the Shape Acquisition Plan. Upon
certain changes in control of the Company, the surviving entity will either assume or substitute all outstanding stock awards
under the Shape Acquisition Plan or the vesting of 50% of the stock awards shall be accelerated. During the fiscal year 2020,
the Company issued no stock options and 411,385 restricted stock units under the Shape Acquisition Plan. As of September 30,
2020, there were no options outstanding and 377,066 stock units outstanding.

In connection with the Company’s acquisition of Shape Security, Inc. in the second quarter of fiscal year 2020, the

Company assumed the Shape 2011 Stock Plan, or the Shape Plan. Unvested options to acquire Shape’s common stock and
unvested stock units with respect to Shape’s common stock were converted into options to acquire the Company’s common
stock and stock units with respect to the Company’s stock in connection with the acquisition. A total of 501,085 shares of
common stock were reserved for issuance under the Shape Plan (including converted options and stock units). The Shape Plan
provided for grants of stock options, stock awards and stock units to persons who were employees, officers, directors and
consultants to Shape Security, Inc. prior to January 24, 2020. During the fiscal year 2020, the Company issued (including
conversions to Company awards) 334,709 stock options and 7,703 stock units under the Shape Plan. As of September 30, 2020,
there were options to purchase 259,709 shares outstanding and 5,631 stock units outstanding.

2014 Incentive Plan. In March 2014, the Company adopted the 2014 Incentive Plan, or the 2014 Plan, which amended
and restated the 2005 Equity Incentive Plan. The 2014 Plan provides for discretionary grants of stock options, stock units and
other equity and cash-based awards for employees, including officers, directors and consultants. A total of 21,280,000 shares of
common stock have been reserved for issuance under the 2014 Plan. Upon certain changes in control of the Company, all
outstanding and unvested options or stock awards under the 2014 Plan will vest at the rate of 50%, unless assumed or
substituted by the acquiring entity. During the fiscal year 2020, the Company issued no stock options, 152,199 performance
stock units and 1,237,609 restricted stock units under the 2014 Plan. As of September 30, 2020, there were no options
outstanding, 145,869 performance stock units outstanding, 1,204,290 restricted stock units outstanding and 2,453,277 shares
available for new awards under the 2014 Plan.

A summary of restricted stock unit activity under the 2014 Plan is as follows:

Balance, September 30, 2019
Units granted
Units vested
Units cancelled

Balance, September 30, 2020

Performance Stock Units

Restricted Stock Units

Outstanding
Performance
Stock Units

Weighted
Average
Grant Date
Fair Value

Outstanding
Restricted
Stock Units

Weighted
Average
Grant Date
Fair Value

55,184 $
152,199
(42,053)
(19,461)

145,869 $

165.83
147.30
142.01
157.81

146.42

1,041,889 $
1,237,609
(933,413)
(141,795)
1,204,290 $

158.10
142.58
134.49
150.58
146.39

A majority of the restricted stock units the Company grants to its employees vest quarterly over a two-year period. The

performance stock units, restricted stock units and stock options under all plans were granted during fiscal years 2020, 2019 and
2018 with a per-share weighted average fair value of $137.84, $165.64 and $126.86, respectively. The fair value of
performance stock units and restricted stock units vested during fiscal years 2020, 2019 and 2018 was $138.4 million, $159.6
million and $182.6 million, respectively. In determining the fair value of the portion of the performance awards based on Total
Shareholder Return, the Company uses a Monte Carlo simulation model that employs the following key assumptions:

Grant Date

per Share

(in years)

Interest Rate

F5 Networks

Members

Fair Value

Expected Term

Risk-Free

Index

Expected

Dividend

Expected Volatility

November 1, 2019

Tranche 1

Tranche 2

Tranche 3

196.02

199.85

202.56

0.91

1.91

2.91

1.53 %

1.55 %

1.54 %

27.61 %

26.22 %

24.90 %

26.88 %

26.70 %

24.82 %

—

As of September 30, 2020, the following annual equity grants for executive officers or a portion thereof are outstanding:

Grant Date

RSUs Granted

November 1, 2019

November 1, 2018

November 1, 2017

November 1, 2016

228,616

144,066

140,135

115,347

Vesting Schedule
Quarterly, Annually1
Quarterly, Annually1
Quarterly, Annually1
Quarterly

Vesting Period

Date Fully Vested

3 years

4 years

November 1, 2022

November 1, 2021

November 1, 2020

(1)

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

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

Options Outstanding

Balance, September 30, 2019
Options granted
Options exercised
Options cancelled

Balance, September 30, 2020

Number of
Shares
207,759 $
334,709
(104,487)
(46,881)
391,100 $

Weighted
Average
Exercise Price
per Share

24.43
41.10
24.84
40.09
36.71

All stock options granted in fiscal year 2020 and 2019 were replacement awards of those assumed as part of the

acquisitions of Shape and NGINX, respectively. No stock options were granted in fiscal year 2018.

The total intrinsic value of options exercised during fiscal 2020, 2019 and 2018 was $11.4 million, $0.7 million and $0.1

million, respectively.

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

2020 is as follows:

Stock options outstanding
Exercisable
Vested and expected to vest

Weighted
Average
Remaining
Contractual
Life (in Years)

Weighted
Average
Exercise
Price
per Share

Aggregate
Intrinsic
Value(1)

7.81 $
7.11 $
7.77 $

(In thousands)
34,236
11,683
32,477

36.71 $
25.38 $
36.04 $

Number of
Shares

391,100
119,734
368,503

(1) Aggregate intrinsic value represents the difference between the fair value of the Company’s common stock underlying

these options at September 30, 2020 and the related exercise prices.

As of September 30, 2020, equity based awards (including stock options and restricted stock units) are available for

future issuance as follows:

Balance, September 30, 2019

Granted
Cancelled
Additional shares reserved (terminated), net

Balance, September 30, 2020

12. Net Income Per Share

Awards
Available for
Grant
2,939,974
(2,143,605)
266,925
1,651,664
2,714,958

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

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

data):

Numerator

Net income

Denominator

Years Ended September 30,

2020

2019

2018

307,441 $

427,734 $

453,689

Weighted average shares outstanding — basic

60,911

60,044

61,262

Dilutive effect of common shares from stock options and restricted
stock units

Weighted average shares outstanding — diluted

Basic net income per share
Diluted net income per share

467
61,378

412
60,456

$
$

5.05 $
5.01 $

7.12 $
7.08 $

751
62,013
7.41
7.32

Anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were immaterial for the

years ended September 30, 2020, 2019 and 2018.

13. Commitments and Contingencies

Purchase Obligations

Purchase obligations are comprised of purchase commitments with the Company’s contract manufacturers. The

agreement with the Company’s primary contract manufacturer allows them to procure component inventory on the Company’s
behalf based on the Company’s production forecast. The Company is obligated to purchase component inventory that the

contract manufacturer procures in accordance with the forecast, unless cancellation is given within applicable lead times. As of
September 30, 2020, the Company’s remaining unfulfilled purchase obligations were $18.1 million.

Litigation

On June 8, 2020, Lynwood Investment CY Limited (“Lynwood”) filed a lawsuit in the United States District Court for the

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

In addition to the above matter, the Company is subject to a variety of legal proceedings, claims, investigations, and

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

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

14. Restructuring Charges

In December 2019, the Company initiated a restructuring plan to match strategic and financial objectives and optimize

resources for long term growth, including a reduction in force program affecting approximately 75 employees. The Company
recorded a restructuring charge of $7.8 million in the first quarter of fiscal 2020. The Company does not expect to record any
significant future charges related to the restructuring plan.

During fiscal year 2020, the following activity was recorded (in thousands):

Accrued expenses, October 1, 2019

Restructuring charges
Cash payments

Non-cash items

Accrued expenses, September 30, 2020

Employee Severance,
Benefits and Related
Costs

—

7,800
(7,639)

—

161

In July 2018, the Company initiated a restructuring plan, which included a reduction in force program affecting
approximately 215 employees. The Company recorded a restructuring charge of $18.4 million in the fourth quarter of fiscal
2018 and as of September 30, 2018, the Company had $8.3 million in accrued restructuring costs related to this plan. All
severance restructuring costs had been paid as of September 30, 2019 and the plan was complete.

15. Employee Benefit Plans

The Company has a 401(k) savings plan whereby eligible employees may voluntarily contribute a percentage of their

compensation. The Company may, at its discretion, match a portion of the employees’ eligible contributions. Contributions by
the Company to the plan during the years ended September 30, 2020, 2019, and 2018 were approximately $11.3 million, $10.5
million and $10.5 million, respectively. Contributions made by the Company vest over four years.

16. Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available and
evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and
in assessing performance. Management has determined that the Company is organized as, and operates in, one reportable
operating segment: the development, marketing and sale of application services that optimize the security, performance and
availability of network applications, servers and storage systems.

Revenues by Geographic Location and Other Information

The Company does business in three main geographic regions: the Americas (primarily the United States); Europe, the

Middle East, and Africa (EMEA); and the Asia Pacific region (APAC). The Company’s chief operating decision-maker reviews
financial information presented on a consolidated basis accompanied by information about revenues by geographic region. The
Company’s foreign offices conduct sales, marketing and support activities. Revenues are attributed by geographic location
based on the location of the customer.

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

Years Ended September 30,

2020

2019

2018

Americas:

United States
Other

Total Americas

EMEA
Asia Pacific

$ 1,221,190 $ 1,137,556 $ 1,088,270
116,073
1,204,343
546,239
410,825
$ 2,350,822 $ 2,242,447 $ 2,161,407

95,878
1,317,068
593,307
440,447

108,112
1,245,668
553,701
443,078

The Company generates revenues from the sale of products and services. The Company continues to offer its products

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

Net product revenues

Systems revenue
Software revenue

Total net product revenue

Years Ended September 30,

2020

2019

2018

668,313 $
357,543
$ 1,025,856 $

745,798 $
239,793
985,591 $

810,182
149,926
960,108

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

Ingram Micro, Inc.
Tech Data
Westcon Group, Inc.
Synnex Corporation
Arrow ECS

Years Ended September 30,
2019

2018

2020

16.7 %
—
—
—
—

18.2 %
10.2 %
10.0 %
—
—

16.6 %
11.6 %
10.4 %
10.8 %
10.7 %

The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and are shown

below (in thousands):

United States
EMEA
Other countries

September 30,

2020
190,509 $
20,361
18,369
229,239 $

2019
194,176
13,451
15,799
223,426

17. Quarterly Results of Operations (Unaudited)

The following presents the Company’s unaudited quarterly results of operations for the eight quarters ended

September 30, 2020. The information should be read in conjunction with the Company’s financial statements and related notes
included elsewhere in this report. This unaudited information has been prepared on the same basis as the audited financial
statements and includes all adjustments, consisting only of normal recurring adjustments that were considered necessary for a
fair statement of the Company’s operating results for the quarters presented.

Sept. 30,
2020

June 30,
2020

March 31,
2020

Three Months Ended
Dec. 31,
2019

Sept. 30,
2019

June 30,
2019

March 31,
2019

Dec. 31,
2018

(unaudited and in thousands, except per share data)

$ 278,451 $ 253,331 $ 259,538 $ 234,536 $ 264,926 $ 248,929 $ 237,859 $ 233,877

336,365

329,921

323,911

334,769

325,462

314,465

307,036

309,893

614,816

583,252

583,449

569,305

590,388

563,394

544,895

543,770

62,634
49,333

57,437
48,603

53,086
48,152

42,118
46,524

44,693
46,225

44,336
46,431

43,547
44,631

42,410
44,304

111,967

106,040

101,238

88,642

90,918

90,767

88,178

86,714

502,849

477,212

482,211

480,663

499,470

472,627

456,717

457,056

220,379

211,808

215,472

195,519

217,554

195,852

170,954

164,259

120,300

115,991

109,028

96,005

102,812

116,894

96,314

92,038

63,557

61,792

74,013

59,004

64,390

57,141

46,656

42,543

—

7,800

—

404,236

389,591

398,513

358,328

384,756

369,887

313,924

298,840

98,613

87,621

83,698

122,335

114,714

102,740

142,793

158,216

(1,090)

141

(141)

5,220

3,397

4,722

7,434

7,095

97,523

87,762

83,557

127,555

118,111

107,462

150,227

165,311

19,860

17,890

22,178

29,028

23,274

21,557

34,140

34,406

$ 77,663 $ 69,872 $ 61,379 $ 98,527 $ 94,837 $ 85,905 $ 116,087 $ 130,905

1.27 $

1.15 $

1.01 $

1.62 $

1.57 $

1.43 $

1.94 $

2.17

61,149

60,978

60,869

60,649

60,283

59,981

59,686

60,216

1.26 $

1.14 $

1.00 $

1.62 $

1.57 $

1.43 $

1.93 $

2.16

61,636

61,415

61,084

60,815

60,448

60,196

60,029

60,645

Net revenues

Products

Services

Total

Cost of net revenues

Products

Services

Total

Gross profit

Operating expenses

Sales and marketing

Research and development

General and administrative

Restructuring charges

Total operating expenses

Income from operations

Other income, net

Income before income taxes

Provision for income taxes

Net income

Net income per share —

basic

Weighted average shares —

basic

Net income per share —

diluted

Weighted average shares —

diluted

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that required information is
recorded, processed, summarized and reported within the required timeframe, as specified in the rules set forth by the Securities
Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be
disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures as of September 30, 2020 and, based on this evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of
September 30, 2020.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30,
2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control — Integrated Framework (2013). Based on the results of this assessment and on
those criteria, management concluded that our internal control over financial reporting was effective as of September 30, 2020.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2020, has been audited

by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears
herein.

Changes in Internal Control over Financial Reporting

During the fourth fiscal quarter, there were no changes to our internal control over financial reporting that materially

affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Although the entire global F5 workforce is working remotely as a result of the COVID-19 pandemic, there were no

material changes to our existing internal controls over financial reporting as a result of this.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Certain information required by this item regarding the Company’s directors and executive officers is incorporated herein

by reference to the sections entitled “Board of Directors — Nominees and Continuing Directors,” “Corporate Governance —
Committees of the Board — Audit Committee” and “— Code of Ethics for Senior Financial Officers” and “— Director
Nomination,” and “Security Ownership of Certain Beneficial Owners and Management — Section 16(a) Beneficial Ownership
Reporting Compliance” in the Company’s definitive Proxy Statement that will be furnished to the SEC no later than January 28,
2021 (the “Proxy Statement”). Additional information regarding the Company’s directors and executive officers is set forth in
Item 1 of Part I of this Annual Report on Form 10-K under the caption “Directors and Executive Officers of the Registrant.”

Item 11.

Executive Compensation

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation” and

“Corporate Governance — Committees of the Board — Compensation Committee” and “— Compensation Committee
Interlocks and Insider Participation” and “— Compensation Committee Report” in the Proxy Statement.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is incorporated by reference to the section entitled “Security Ownership of Certain

Beneficial Owners and Management” in the Proxy Statement.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the sections entitled “Board of Directors — Director

Independence” and “Corporate Governance — Related Person Transactions Policy and Procedures” and “— Certain
Relationships and Related Person Transactions” in the Proxy Statement.

Item 14.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the section entitled “Executive Compensation —

Fees Paid to PricewaterhouseCoopers LLP” and “— Audit Committee Pre-Approval Procedures” and “— Annual
Independence Determination” in the Proxy Statement.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report are as follows:

1. Consolidated Financial Statements:

Our Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements.

2. Financial Statement Schedule:

Financial statement schedules have been omitted because the information required to be set forth therein is not

applicable, material, or is shown in the Consolidated Financial Statements or the notes hereto.

3. Exhibits:

The required exhibits are included at the end of this Annual Report on Form 10-K and are described in the

Exhibit Index immediately preceding the first exhibit.

Item 16.

Form 10-K Summary

Not applicable.

Exhibit
Number

EXHIBIT INDEX

Exhibit Description

2.1 — Merger Agreement dated as of March 9, 2019, by and among the Registrant, Nginx, Inc., Neva Merger Sub

Limited, and Fortis Advisors LLC(1)

2.2 — Merger Agreement, dated December 19, 2019, by and among F5 Networks, Inc., Silhouette Merger Sub,

Inc., Shape Security, Inc., and Shareholder Representative Services LLC(2)+

3.1 — Third Amended and Restated Articles of Incorporation of the Registrant(3)

3.2 — Seventh Amended and Restated Bylaws adopted January 21, 2020(4)

4.1 — Description of the Registrant's Securities(5)

4.2 — Specimen Common Stock Certificate(6)

10.1 — Commitment Letter, dated as of December 19, 2019, by and among F5 Networks, Inc., JPMorgan Chase

Bank, N.A, Bank of America, N.A., and BofA Securities, Inc.(2)

10.2 — Term Credit Agreement, dated as of January 24, 2020, among F5 Networks, Inc., the lenders party thereto

and JPMorgan Chase Bank, N.A., as Administrative Agent(7)

10.3 — Revolving Credit Agreement dated as of January 31, 2020, among F5 Networks, Inc., the lenders party

thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent(8)

10.4 — Second Amended and Restated Office Lease Agreement dated April 5, 2010, between the Registrant and

CLP--Elliott West, L.P.(9)

10.5 — Office Lease Agreement between the Registrant and Selig Real Estate Holdings XXV, L.L.C. dated

October 31, 2006(10)

10.6 — Office Lease Agreement between the Registrant and Fifth & Columbia Investors, LLC dated May 3,

2017(11)

10.7 — Form of Indemnification Agreement between the Registrant and each of its directors and certain of its

officers(12) §

10.8 — F5 Networks, Inc. 2011 Employee Stock Purchase Plan (Amended and Restated effective March 14,

2019)(13) §

10.9 — Form of Change of Control Agreement between the Registrant and the executive officers(14) §

10.10 — Traffix Communication Systems Ltd. 2007 Israeli Employee Share Option Plan(15) §

10.11 — F5 Networks, Inc. 2014 Incentive Plan, as amended and restated(16) §

10.12 — Nginx, Inc. 2011 Share Plan(17) §

10.13 — Nginx, Inc. Acquisition Equity Incentive Plan(17) §

10.14 — Nginx, Inc. Acquisition Equity Incentive Plan Award Agreement(18) §

10.15 — F5 Networks, Inc. Assumed Shape 2011 Stock Plan(19) §

10.16 — F5 Networks, Inc. Shape Acquisition Equity Incentive Plan(19) §

10.17 — F5 Networks, Inc. Shape Acquisition Equity Incentive Plan Award Agreement (Accelerated Vesting)(20) §

10.18 — Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised October 2017(21) §

10.19 * — Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised November 2019 §

10.20 — Offer Letter from the Registrant to François Locoh-Donou(22) §

10.21 — Offer Letter from the Registrant to Francis J. Pelzer(23) §

10.22 — Separation Agreement and General Release of all Claims between the Registrant and John DiLullo(23) §

21.1 * — Subsidiaries of the Registrant

23.1 * — Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

31.1 * — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 * — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 * — Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS * — 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 Extension Calculation Linkbase Document

Exhibit
Number
101.DEF * — Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit Description

101.LAB * — Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE * — Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 * — Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.
Indicates a management contract or compensatory plan or arrangement.

*
§
+ Schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule

and/or annex will be furnished supplementally to the Securities and Exchange Commission upon request.

(1)

(4)

(2)

(3)

Incorporated by reference from Current Report on Form 8-K dated March 11, 2019 and filed with the SEC on March 11,
2019.
Incorporated by reference from Current Report on Form 8-K dated December 19, 2019 and filed with the SEC on
December 24, 2019.
Incorporated by reference from Current Report on Form 8-K dated March 19, 2013 and filed with the SEC on March 19,
2013.
Incorporated by reference from Current Report on Form 8-K dated January 21, 2020 and filed with the SEC on January
23, 2020.
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2019.
Incorporated by reference from Exhibit 4.1 of Registration Statement on Form S-1, File No. 333-75817.
Incorporated by reference from Current Report on Form 8-K dated January 24, 2020 and filed with the SEC on January
24, 2020.
(8)
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended December 31, 2019.
Incorporated by reference from Current Report on Form 8-K dated April 5, 2010 and filed with the SEC on April 8, 2010.
(9)
(10) Incorporated by reference from Current Report on Form 8-K dated October 31, 2006 and filed with the SEC on November

(5)
(6)
(7)

3, 2006.

(11) Incorporated by reference from Current Report on Form 8-K dated May 3, 2017 and filed with the SEC on May 3, 2017.
(12) Incorporated by reference from Exhibit 10.1 of Registration Statement on Form S-1, File No. 333-75817.
(13) Incorporated by reference from Current Report on Form 8-K dated March 14, 2019 and filed with the SEC on March 14,

2019.

(14) Incorporated by reference from Current Report on Form 8-K dated April 29, 2009 and filed with the SEC on May 4, 2009.
(15) Incorporated by reference from Registration Statement on Form S-8 File No. 333-179794.
(16) Incorporated by reference from Current Report on Form 8-K dated March 12, 2020 and filed with the SEC on March 13,

2020.

(17) Incorporated by reference from Registration Statement on Form S-8 File No. 333-231802.
(18) Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
(19) Incorporated by reference from Form S-8 filed with the SEC on February 3, 2020.
(20) Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
(21) Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2017.
(22) Incorporated by reference from Current Report on Form 8-K dated January 27, 2017 and filed with the SEC on January

30, 2017.

(23) Incorporated by reference from Current Report on Form 8-K dated April 20, 2018 and filed with the SEC on April 25,

2018.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

F5 NETWORKS, INC.

By:

/s/ FRANÇOIS LOCOH-DONOU

François Locoh-Donou
Chief Executive Officer and President

Dated: November 13, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

By:

/s/ FRANÇOIS LOCOH-DONOU

By:

François Locoh-Donou

/S/ FRANCIS J. PELZER
Francis J. Pelzer

/S/ ALAN J. HIGGINSON
Alan J. Higginson

/S/ A. GARY AMES
A. Gary Ames

/S/ SANDRA BERGERON
Sandra Bergeron

/S/ ELIZABETH BUSE
Elizabeth Buse

/S/ DEBORAH L. BEVIER
Deborah L. Bevier

/S/ MICHEL COMBES
Michel Combes

/S/ MICHAEL L. DREYER
Michael L. Dreyer

/S/ PETER KLEIN
Peter Klein

/S/ NIKHIL MEHTA
Nikhil Mehta

/S/ MARIE MYERS
Marie Myers

/S/ SRIPADA SHIVANANDA

Sripada Shivananda

Chief Executive Officer, President, and
Director (principal executive officer)

November 13, 2020

Executive Vice President, Chief Financial
Officer (principal financial officer and
principal accounting officer)

November 13, 2020

Director

November 13, 2020

Board of Directors

Corporate Officers

Shareholders’ Information

Annual Shareholders Meeting
March 11, 2021
11:00 a.m. Pacific Time
Virtual Meeting Location:
www.virtualshareholdermeeting.
com/FFIV2021

Corporate Headquarters
801 5th Ave
Seattle, WA 98104
206.272.5555

NASDAQ Listing
NASDAQ Symbol – FFIV

Investor Relations
206.272.7049
s.dulong@f5.com
www.f5.com

Independent Auditor
PricewaterhouseCoopers LLP
Seattle, WA

Transfer Agent
American Stock Transfer
800.937.5449

François Locoh-Donou
President and Chief Executive
Officer

Tom Fountain
Executive Vice President of Global
Services and Chief Strategy Officer

Geng Lin
Executive Vice President and Chief
Technology Officer

Frank Pelzer
Executive Vice President and Chief
Financial Officer

Gus Robertson
Senior Vice President and General
Manager of NGINX

Scot Rogers
Executive Vice President and
General Counsel

Haiyan Song
Executive Vice President and
General Manager, Security

Kara Sprague
Executive Vice President and
General Manager, BIG-IP

Chad Whalen
Executive Vice President,
Worldwide Sales

Ana White
Executive Vice President and Chief
People Officer

Mika Yamamoto
Executive Vice President and Chief
Marketing and Customer
Experience Officer

Gary Ames
Retired President and Chief
Executive Officer,
MediaOne International

Sandra Bergeron
Lead Independent Director,
Qualys, Inc.

Deborah Bevier
Principal,
DL Bevier Consulting LLC

Elizabeth Buse
Board Member,
U.S. Bancorp

Michel Combes
President,
SoftBank Group International

Michael Dreyer
Retired Chief Operations Officer,
Silicon Valley Bank

Alan Higginson
Chairman of the Board,
Former Chairman,
Hubspan, Inc.

Peter Klein
Retired Chief Financial Officer,
Microsoft

François Locoh-Donou
President and Chief Executive
Officer,
F5 Networks, Inc.

Nikhil Mehta
Chief Executive Officer,
Gainsight, Inc.

Marie E. Myers
Interim Chief Financial Officer and
Chief Transformation Officer,
HP, Inc.

Sripada Shivananda
Senior Vice President and
Chief Technology Officer,
PayPal Holdings, Inc.

About F5 Networks

F5 (NASDAQ: FFIV) powers applications from development through their entire life cycle, across any multi-cloud environment, so our
customers—enterprise businesses, service providers, governments, and consumer brands—can deliver differentiated, high-performing, and
secure digital experiences. For more information, go to f5.com. You can also follow @f5 on Twitter or visit us on LinkedIn and Facebook for
more information about F5, its partners, and technologies.

F5 Networks, Inc. | 801 5th Avenue | Seattle, WA 98104 | 206.272.5555 | www.f5.com