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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
For the fiscal year ended September 30, 2014
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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For the transition period from to .
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WASHINGTON
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91-1714307
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, no par value
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NASDAQ Global Select Market
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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PART I
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||
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Item 1.
|
||
Item 1A.
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||
Item 1B.
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||
Item 2.
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||
Item 3.
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Item 4.
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||
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||
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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||
Item 9A.
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Item 9B.
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||
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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||
Item 1.
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Business
|
•
|
iApps is a set of portable, customizable, reusable templates that enable the rapid and predictable deployment of our products in front of dozens of applications from vendors including Microsoft, Oracle, VMware, Citrix, BEA, and SAP. iApps also allows customers and partners to create templates that simplify the deployment and provisioning of their own applications.
|
•
|
iCall is a control plane scripting framework that provides the ability to define data plane events such as threshold breaches and adjust the behavior of our products accordingly. iCall enables administrators to react to specified data plane events by executing services on the management plane. It can also be used periodically to manage backups or repopulate DNS, or to provide regularly scheduled services such as configuration audits.
|
•
|
Scale
N
is a set of three unique capabilities that enhance the flexibility of our products:
|
◦
|
Clustered Multiprocessing (CMP) allows customers to cluster and aggregate processors (cores) within BIG-IP appliances or VIPRION chassis products.
|
◦
|
Virtual Clustered Multiprocessing (vCMP) enables the creation of separate virtual ADCs within an appliance or chassis, each running a separate instance of TMOS with a different configuration and assigned to a different application.
|
◦
|
Device Service Clustering (DSC) gives customers the ability to group devices and services across an array of ADCs (BIG-IP appliances, VIPRION chassis, or Virtual Editions). Devices can be added to or removed from a DSC without disrupting application services, and application services can be independently managed within the cluster.
|
•
|
Local Traffic Manager (LTM): LTM, which provides intelligent load-balancing and traffic management, is standard on all BIG-IP appliances, VIPRION chassis-based systems and Virtual Editions. As a strategic point of control between applications and users, LTM manages the flow and distribution of all traffic passing through our products, ensuring that applications are secure, fast and available.
|
•
|
Global Traffic Manager (GTM): GTM automatically directs users to the closest or best-performing data center based on business policy, geolocation, and volume spikes, regardless of their cause. When users try to access a data center that is overloaded or unreachable, GTM automatically and seamlessly directs them to a secondary data center. It also automates the process of tracking and managing interdependencies among individual services in distributed applications. In addition, GTM enhances DNS security by automatically scaling to absorb a rapid increase in queries resulting from a denial of service attack.
|
•
|
Link Controller: For organizations with more than one Internet Service Provider (ISP), Link Controller monitors the health and availability of each connection. In the event of a failure, traffic is dynamically directed across other available links so users and external customers stay connected. Link Controller includes an optional compression feature that reduces WAN link bandwidth for lower ISP costs and cuts down on bandwidth bottlenecks for faster application delivery.
|
•
|
Advanced Firewall Manager (AFM): AFM is a high-performance, stateful, full-proxy network firewall designed to guard data centers against incoming threats that enter the network on the most widely deployed protocols-including HTTP/S, SMTP, DNS, and FTP. By aligning firewall policies with the applications they protect, AFM streamlines application deployment, security, and monitoring.
|
•
|
Application Security Manager (ASM): ASM is an application firewall that provides comprehensive, proactive, application-layer protection against both generalized and targeted attacks. Combining a positive security model (“deny all unless allowed”) with signature-based detection, ASM can prevent “day-zero” attacks in addition to known security threats.
|
•
|
Access Policy Manager (APM): APM provides secure, granular, context-aware access to networks and applications while simplifying authentication, authorization, and accounting (AAA) management. Our endpoint security service validates client devices, including personal devices used by employees to access corporate applications and data, to protect organizations from viruses or malware infections, accidental data loss, and rogue device access. This allows users to apply repeatable access policies across many devices, networks, applications and servers with centralized visibility of their authorization infrastructure.
|
•
|
Application Acceleration Manager (AAM): AAM combines the application delivery features previously available in WAN Optimization Manager (WOM) and WebAccelerator. AAM overcomes network, protocol, and application issues to help meet application performance, data replication, and disaster recovery requirements presented by cloud, mobile applications, and video distribution, decreasing the need for additional bandwidth and hardware and giving users fast access to applications.
|
•
|
Carrier-Grade Network Address Translation (CGNAT): CGNAT offers a broad set of tools that enables service providers to successfully migrate to IPv6 while continuing to support and interoperate with existing IPv4 devices and content. BIG-IP CGNAT offers service providers tunneling solutions with Dual-Stack Lite capabilities as well as native network address translation solutions such as NAT44 and NAT64. It provides carrier-grade scalability by offering a very high number of IP address translations, very fast NAT translation setup rates, high throughput, and high-speed logging.
|
•
|
Policy Enforcement Manager (PEM): PEM offers service providers a comprehensive set of traffic classification capabilities to accurately identify the specific applications and services subscribers are using and how they’re using them. This information allows them to steer application and subscriber traffic to the most appropriate value-added services (such as web caching, video optimization, or parental control) and reduce the burden on other services. PEM also provides deep reporting, enabling service providers to build tailored services and packages based on subscribers’ application usage and traffic classification.
|
•
|
VIPRION 4800: With slots for up to 8 blades and the capability to host up to 48 vCMP instances, VIPRION 4800 is designed to meet the needs of the largest service providers, enterprises, and web-based businesses, delivering massive performance and scalability and enabling the consolidation of multiple application delivery services on a single footprint.
|
•
|
VIPRION 4480: NEBS certified and designed with carrier-grade reliability in mind, the 4-slot VIPRION 4480 is equipped with the same high-performance blades as VIPRION 4800 and can support up to 24 vCMP instances.
|
•
|
VIPRION 2400: Designed for midsize to large enterprises, VIPRION 2400 combines affordability and scalability in a 4-slot chassis that gives customers the flexibility to add performance on demand while managing cost. A fully-loaded VIPRION 2400 chassis can deliver 320 Gbps throughput and support up to 80 vCMP instances.
|
•
|
VIPRION 2200: Our newest VIPRION product is a 2-slot chassis in an appliance footprint (2U) that combines the capabilities of F5’s ScaleN™ and Clustered Multiprocessing™ to deliver on-demand scalability for customers with rack space constraints or related concerns such as power/cooling requirements. Equipped with 2 VIPRION 2250 blades, VIPRION 2200 can deliver up to 160 Gbps of throughput and 40 vCMP instances
|
•
|
Access Policy Manager (APM), which is available as a software module on our BIG-IP and VIPRION platforms, is also available as a standalone appliance. BIG-IP APM 2000 is a flexible, high-performance access and security solution that provides unified global access to business-critical applications and networks. APM consolidates remote access, mobile application and device management, web access management, VDI, and other resources in a single policy control point that provides easy-to-manage access policies. APM is also the first remote access solution to deliver full support for both IPv4 and IPv6.
|
•
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Traffix Signaling Delivery Controller: The Diameter signaling protocol is a de facto standard adopted by service providers to deal with the massive increase in signaling traffic that has accompanied the mobile industry’s transition to 4G/LTE networks. The Traffix Signaling Delivery Controller (SDC) is a single software platform consolidating Traffix’s widely deployed Diameter Gateway, Diameter Load Balancer and Diameter Router solutions to deliver cost-effective connectivity, scalability and control to service providers migrating from legacy infrastructures to LTE and IMS networks. Traffix SDC solutions include interoperability of legacy and next-generation networks, mobile and fixed elements, and all third-party vendors.
|
•
|
BIG-IQ is an intelligent management framework that simplifies the process of deploying and optimizing our application delivery services. Analogous to TMOS, BIG-IQ is a software platform designed to support multiple management modules. Currently we offer three BIG-IQ modules:
|
◦
|
BIG-IQ Device lets customers manage all their F5 systems and VEs across their entire infrastructure. BIG-IQ Device provides device inventory, status, backups, updates, upgrades and license management from a single management console.
|
◦
|
BIG-IQ Cloud automates and orchestrates the deployment of application delivery services on F5 products across traditional data centers or public, private, and hybrid cloud infrastructures, enabling customers to deploy and manage application delivery services in a fast, consistent, and repeatable manner, regardless of the underlying infrastructure.
|
◦
|
BIG-IQ Security consolidates firewall policy management across multiple Advanced Firewall Manager (AFM) devices, reducing IT overhead and increasing operational scalability by letting customers create new firewall policies, modify existing policies, push policy changes to selected firewall devices and monitor the effectiveness of each device from a single point of control.
|
•
|
Good is our basic traffic management option that includes BIG-IP LTM along with the full suite of features and functions available on TMOS. Additional software modules can be purchased at the list price for each module or VE.
|
•
|
Better includes three modules or VEs (GTM, AAM and AFM) in addition to LTM at a discount to what they would cost if each were purchased separately.
|
•
|
Best includes GTM, AAM and AFM plus our two most popular software products, ASM and APM, also at a discount to what they would cost if purchased separately.
|
•
|
Cisco, Juniper Networks and Checkpoint Systems in the network firewall market;
|
•
|
Cisco, Imperva and Citrix in the web application firewall market;
|
•
|
Cisco, Juniper and A10 in Carrier Grade NAT;
|
•
|
Procera, Allot, Sandvine and other DPI vendors with our PEM offerings;
|
•
|
Riverbed Technology and Silver Peak Systems in the WAN optimization and application acceleration market; and
|
•
|
Oracle via the acquisition of Tekelec and Acme Packet in the Diameter signaling market.
|
•
|
IBM in end-user protection against malware, phishing and other cyberthreats.
|
•
|
Akamai Networks in cloud-based DDoS protection.
|
•
|
Blue Coat Systems in protecting enterprises from inbound and outbound malware.
|
Name
|
|
Age
|
|
Position
|
|
John McAdam
|
|
63
|
|
|
President, Chief Executive Officer, and Director
|
Edward J. Eames
|
|
56
|
|
|
Executive Vice President of Business Operations
|
David Feringa
|
|
52
|
|
|
Executive Vice President of Worldwide Sales
|
Andy Reinland
|
|
50
|
|
|
Executive Vice President and Chief Financial Officer
|
Manuel F. Rivelo
|
|
50
|
|
|
Executive Vice President of Strategic Solutions
|
Scot Rogers
|
|
47
|
|
|
Executive Vice President and General Counsel
|
Karl Triebes
|
|
47
|
|
|
Executive Vice President of Product Development and Chief Technical Officer
|
Item 1A.
|
Risk Factors
|
•
|
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.
|
•
|
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
|
•
|
implementing the infrastructure to deliver our own cloud based services.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
changes in tax laws or regulations, or other accounting rules; and
|
•
|
general economic conditions, both domestically and in our foreign markets.
|
•
|
rapid technological change;
|
•
|
evolving industry standards;
|
•
|
fluctuations in customer demand;
|
•
|
changes in customer requirements; and
|
•
|
frequent new product and service introductions and enhancements.
|
•
|
Cisco, Juniper Networks and Checkpoint Systems in the network firewall market;
|
•
|
Cisco, Imperva and Citrix in the web application firewall market;
|
•
|
Cisco, Juniper and A10 in Carrier Grade NAT;
|
•
|
Procera, Allot, Sandvine and other DPI vendors with our PEM offerings;
|
•
|
Riverbed Technology and Silver Peak Systems in the WAN optimization and application acceleration market; and
|
•
|
Oracle via the acquisition of Tekelec and Acme Packet in the Diameter signaling market.
|
•
|
IBM in end-user protection against malware, phishing and other cyberthreats.
|
•
|
Akamai Networks in cloud-based DDoS protection.
|
•
|
Blue Coat Systems in protecting enterprises from inbound and outbound malware.
|
•
|
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;
|
•
|
loss of existing or potential customers or channel partners;
|
•
|
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.
|
•
|
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.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Fiscal Year 2014
|
|
Fiscal Year 2013
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
93.25
|
|
|
$
|
78.14
|
|
|
$
|
108.37
|
|
|
$
|
81.07
|
|
Second Quarter
|
|
$
|
116.71
|
|
|
$
|
87.47
|
|
|
$
|
107.99
|
|
|
$
|
86.33
|
|
Third Quarter
|
|
$
|
114.14
|
|
|
$
|
99.26
|
|
|
$
|
92.57
|
|
|
$
|
67.53
|
|
Fourth Quarter
|
|
$
|
128.30
|
|
|
$
|
108.03
|
|
|
$
|
94.66
|
|
|
$
|
68.22
|
|
|
|
Total Number
of Shares
Purchased
|
|
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 Plan
|
||||||
October 1, 2013 — October 31, 2013
|
|
57,152
|
|
|
$
|
84.45
|
|
|
57,152
|
|
|
$
|
176,436
|
|
November 1, 2013 — November 30, 2013
|
|
1,153,393
|
|
|
$
|
82.48
|
|
|
1,153,393
|
|
|
$
|
381,264
|
|
December 1, 2013 — December 31, 2013
|
|
1,218,150
|
|
|
$
|
82.06
|
|
|
1,218,150
|
|
|
$
|
281,264
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2014 — January 31, 2014
|
|
695,250
|
|
|
$
|
107.23
|
|
|
695,250
|
|
|
$
|
706,712
|
|
February 1, 2014 — February 28, 2014
|
|
697,224
|
|
|
$
|
108.21
|
|
|
697,224
|
|
|
$
|
631,264
|
|
March 1, 2014 — March 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
631,264
|
|
|
|
|
|
|
|
|
|
|
||||||
April 1, 2014 — April 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
631,264
|
|
May 1, 2014 — May 31, 2014
|
|
1,447,544
|
|
|
$
|
104.00
|
|
|
1,447,544
|
|
|
$
|
480,722
|
|
June 1, 2014 — June 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
480,722
|
|
|
|
|
|
|
|
|
|
|
||||||
July 1, 2014 — July 31, 2014
|
|
205,000
|
|
|
$
|
112.96
|
|
|
205,000
|
|
|
$
|
457,565
|
|
August 1, 2014 — August 31, 2014
|
|
1,119,958
|
|
|
$
|
113.26
|
|
|
1,119,958
|
|
|
$
|
330,722
|
|
September 1, 2014 — September 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
330,722
|
|
|
|
|
|
|
|
|
|
|
||||||
October 1, 2014 — October 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
330,722
|
|
November 1, 2014 — November 20, 2014
|
|
407,244
|
|
|
$
|
125.55
|
|
|
407,244
|
|
|
$
|
279,594
|
|
*
|
Assumes that $100 was invested
September 30, 2009
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.
|
Item 6.
|
Selected Financial Data
|
|
|
Years Ended September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
$
|
936,130
|
|
|
$
|
798,856
|
|
|
$
|
818,555
|
|
|
$
|
721,975
|
|
|
$
|
561,142
|
|
Services
|
|
795,916
|
|
|
682,458
|
|
|
558,692
|
|
|
429,859
|
|
|
320,830
|
|
|||||
Total
|
|
1,732,046
|
|
|
1,481,314
|
|
|
1,377,247
|
|
|
1,151,834
|
|
|
881,972
|
|
|||||
Cost of net revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
158,788
|
|
|
129,066
|
|
|
137,102
|
|
|
129,325
|
|
|
113,834
|
|
|||||
Services
|
|
151,171
|
|
|
123,981
|
|
|
99,066
|
|
|
78,679
|
|
|
58,118
|
|
|||||
Total
|
|
309,959
|
|
|
253,047
|
|
|
236,168
|
|
|
208,004
|
|
|
171,952
|
|
|||||
Gross profit
|
|
1,422,087
|
|
|
1,228,267
|
|
|
1,141,079
|
|
|
943,830
|
|
|
710,020
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
|
558,284
|
|
|
483,041
|
|
|
445,595
|
|
|
370,735
|
|
|
293,201
|
|
|||||
Research and development
|
|
263,792
|
|
|
209,614
|
|
|
177,406
|
|
|
138,910
|
|
|
118,314
|
|
|||||
General and administrative
|
|
106,454
|
|
|
102,401
|
|
|
91,775
|
|
|
83,523
|
|
|
68,503
|
|
|||||
Loss on facility sublease (1)
|
|
—
|
|
|
2,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
928,530
|
|
|
797,449
|
|
|
714,776
|
|
|
593,168
|
|
|
480,018
|
|
|||||
Income from operations
|
|
493,557
|
|
|
430,818
|
|
|
426,303
|
|
|
350,662
|
|
|
230,002
|
|
|||||
Other income, net
|
|
3,785
|
|
|
7,274
|
|
|
5,911
|
|
|
10,089
|
|
|
7,625
|
|
|||||
Income before income taxes
|
|
497,342
|
|
|
438,092
|
|
|
432,214
|
|
|
360,751
|
|
|
237,627
|
|
|||||
Provision for income taxes
|
|
186,159
|
|
|
160,778
|
|
|
157,028
|
|
|
119,354
|
|
|
86,474
|
|
|||||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
|
$
|
241,397
|
|
|
$
|
151,153
|
|
Net income per share — basic
|
|
$
|
4.13
|
|
|
$
|
3.53
|
|
|
$
|
3.48
|
|
|
$
|
2.99
|
|
|
$
|
1.90
|
|
Weighted average shares — basic
|
|
75,395
|
|
|
78,565
|
|
|
79,135
|
|
|
80,658
|
|
|
79,609
|
|
|||||
Net income per share — diluted
|
|
$
|
4.09
|
|
|
$
|
3.50
|
|
|
$
|
3.45
|
|
|
$
|
2.96
|
|
|
$
|
1.86
|
|
Weighted average shares — diluted
|
|
76,092
|
|
|
79,136
|
|
|
79,780
|
|
|
81,482
|
|
|
81,049
|
|
|||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and short-term investments
|
|
$
|
645,379
|
|
|
$
|
542,143
|
|
|
$
|
532,151
|
|
|
$
|
542,550
|
|
|
$
|
428,496
|
|
Restricted cash (2)
|
|
798
|
|
|
860
|
|
|
179
|
|
|
162
|
|
|
195
|
|
|||||
Long-term investments
|
|
482,917
|
|
|
728,981
|
|
|
662,803
|
|
|
470,203
|
|
|
433,570
|
|
|||||
Total assets
|
|
2,184,950
|
|
|
2,230,554
|
|
|
1,911,201
|
|
|
1,568,549
|
|
|
1,362,192
|
|
|||||
Long-term liabilities
|
|
178,659
|
|
|
140,492
|
|
|
115,772
|
|
|
90,806
|
|
|
71,409
|
|
|||||
Total shareholders’ equity
|
|
1,369,310
|
|
|
1,538,712
|
|
|
1,329,400
|
|
|
1,105,436
|
|
|
1,003,698
|
|
(1)
|
Loss on facility sublease expense represents a charge related to the consolidation of certain subleases at our corporate headquarters in Seattle, Washington.
|
(2)
|
Restricted cash represents escrow accounts established in connection with lease agreements for our facilities.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Revenues.
The majority of our revenues are derived from sales of our application delivery networking (ADN) products including our high end VIPRION chassis and related software modules; Local Traffic Manager (LTM), Global Traffic Manager (GTM) and Link Controller; Advanced Firewall Manager (AFM), Carrier Grade Network Address Translation (CGNAT) 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), Application Acceleration Manager (AAM), Access Policy Manager (APM) and Edge Gateway; signaling delivery controller products (SDC); and the WebSafe, MobileSafe and Secure Web Gateway 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.
|
•
|
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, amortization of developed technology and personnel and overhead expenses. Our margins have remained relatively stable; however, factors such as sales price, product mix, inventory obsolescence, returns, component price increases and warranty costs 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, facilities and depreciation expenses.
|
•
|
Liquidity and cash flows.
Our financial condition remains strong with significant cash and investments and no long term debt. The decrease in cash and investments for fiscal year
2014
was primarily due to
$650.5 million
of cash used to repurchase outstanding common stock under our share repurchase program. This decrease was partially offset by cash provided by operating activities of
$549.0 million
in fiscal year
2014
. Going forward, we believe the primary driver of cash flows will be net income from operations. On May 22, 2014, we acquired all issued and outstanding shares of Defense.Net, Inc. (Defense.Net) for
$49.4 million
in cash. Capital expenditures of
$22.7 million
for fiscal year
2014
were comprised primarily of information technology infrastructure and equipment to support the growth of our core business activities. 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.
|
•
|
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
2014
due to growth in the amount of annual maintenance contracts purchased on new products and maintenance renewal contracts related to our existing product installation base. Our days sales outstanding for the fourth quarter of fiscal year
2014
was
47
.
|
•
|
Persuasive evidence of an arrangement exists. Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement.
|
•
|
Delivery has occurred. We use shipping or related documents, or written evidence of customer acceptance, when applicable, to verify delivery or completion of any performance terms.
|
•
|
The sales price is fixed or determinable. We assess whether the sales price is fixed or determinable based on payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
|
•
|
Collectability is reasonably assured. We assess collectability primarily based on the creditworthiness of the customer as determined by credit checks and related analysis, as well as the customer’s payment history.
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands, except percentages)
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
936,130
|
|
|
$
|
798,856
|
|
|
$
|
818,555
|
|
Services
|
|
795,916
|
|
|
682,458
|
|
|
558,692
|
|
|||
Total
|
|
$
|
1,732,046
|
|
|
$
|
1,481,314
|
|
|
$
|
1,377,247
|
|
Percentage of net revenues
|
|
|
|
|
|
|
||||||
Products
|
|
54.0
|
%
|
|
53.9
|
%
|
|
59.4
|
%
|
|||
Services
|
|
46.0
|
|
|
46.1
|
|
|
40.6
|
|
|||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands, except percentages)
|
||||||||||
Cost of net revenues and Gross Margin
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
158,788
|
|
|
$
|
129,066
|
|
|
$
|
137,102
|
|
Services
|
|
151,171
|
|
|
123,981
|
|
|
99,066
|
|
|||
Total
|
|
309,959
|
|
|
253,047
|
|
|
236,168
|
|
|||
Gross profit
|
|
$
|
1,422,087
|
|
|
$
|
1,228,267
|
|
|
$
|
1,141,079
|
|
Percentage of net revenues and Gross Margin (as a percentage of related net revenue)
|
|
|
|
|
|
|
||||||
Products
|
|
17.0
|
%
|
|
16.2
|
%
|
|
16.7
|
%
|
|||
Services
|
|
19.0
|
|
|
18.2
|
|
|
17.7
|
|
|||
Total
|
|
17.9
|
|
|
17.1
|
|
|
17.1
|
|
|||
Gross profit
|
|
82.1
|
%
|
|
82.9
|
%
|
|
82.9
|
%
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands, except percentages)
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
$
|
558,284
|
|
|
$
|
483,041
|
|
|
$
|
445,595
|
|
Research and development
|
|
263,792
|
|
|
209,614
|
|
|
177,406
|
|
|||
General and administrative
|
|
106,454
|
|
|
102,401
|
|
|
91,775
|
|
|||
Loss on facility sublease
|
|
—
|
|
|
2,393
|
|
|
—
|
|
|||
Total
|
|
$
|
928,530
|
|
|
$
|
797,449
|
|
|
$
|
714,776
|
|
Operating expenses (as a percentage of net revenue)
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
32.3
|
%
|
|
32.6
|
%
|
|
32.3
|
%
|
|||
Research and development
|
|
15.2
|
|
|
14.1
|
|
|
12.9
|
|
|||
General and administrative
|
|
6.1
|
|
|
6.9
|
|
|
6.7
|
|
|||
Loss on facility sublease
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
Total
|
|
53.6
|
%
|
|
53.8
|
%
|
|
51.9
|
%
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands, except percentages)
|
||||||||||
Other income and income taxes
|
|
|
|
|
|
|
||||||
Income from operations
|
|
$
|
493,557
|
|
|
$
|
430,818
|
|
|
$
|
426,303
|
|
Other income, net
|
|
3,785
|
|
|
7,274
|
|
|
5,911
|
|
|||
Income before income taxes
|
|
497,342
|
|
|
438,092
|
|
|
432,214
|
|
|||
Provision for income taxes
|
|
186,159
|
|
|
160,778
|
|
|
157,028
|
|
|||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
Other income and income taxes (as percentage of net revenue)
|
|
|
|
|
|
|
||||||
Income from operations
|
|
28.5
|
%
|
|
29.1
|
%
|
|
31.0
|
%
|
|||
Other income, net
|
|
0.2
|
|
|
0.5
|
|
|
0.4
|
|
|||
Income before income taxes
|
|
28.7
|
|
|
29.6
|
|
|
31.4
|
|
|||
Provision for income taxes
|
|
10.7
|
|
|
10.9
|
|
|
11.4
|
|
|||
Net income
|
|
18.0
|
%
|
|
18.7
|
%
|
|
20.0
|
%
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Liquidity and Capital Resources
|
|
|
|
|
|
|
||||||
Cash and cash equivalents and investments
|
|
$
|
1,128,296
|
|
|
$
|
1,271,124
|
|
|
$
|
1,194,954
|
|
Cash provided by operating activities
|
|
548,992
|
|
|
499,693
|
|
|
495,437
|
|
|||
Cash provided by (used in) investing activities
|
|
150,641
|
|
|
(352,470
|
)
|
|
(352,279
|
)
|
|||
Cash used in financing activities
|
|
(604,960
|
)
|
|
(166,318
|
)
|
|
(149,231
|
)
|
|
|
Payment Obligations by Year
|
||||||||||||||||||||||||||
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating leases
|
|
$
|
22,368
|
|
|
$
|
20,188
|
|
|
$
|
18,444
|
|
|
$
|
16,614
|
|
|
$
|
12,818
|
|
|
$
|
32,334
|
|
|
$
|
122,766
|
|
Purchase obligations
|
|
24,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,326
|
|
|||||||
Total
|
|
$
|
46,694
|
|
|
$
|
20,188
|
|
|
$
|
18,444
|
|
|
$
|
16,614
|
|
|
$
|
12,818
|
|
|
$
|
32,334
|
|
|
$
|
147,092
|
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
|
Maturing in
|
||||||||||||||||||
|
|
Three Months
or Less
|
|
Three Months
to One Year
|
|
Greater Than
One Year
|
|
Total
|
|
Fair Value
|
||||||||||
|
|
(in thousands, except for percentages)
|
||||||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in cash and cash equivalents
|
|
$
|
43,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,618
|
|
|
$
|
43,618
|
|
Weighted average interest rate
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in short-term investments
|
|
$
|
70,405
|
|
|
$
|
293,472
|
|
|
$
|
—
|
|
|
$
|
363,877
|
|
|
$
|
363,877
|
|
Weighted average interest rates
|
|
0.4
|
%
|
|
0.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in long-term investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
482,917
|
|
|
$
|
482,917
|
|
|
$
|
482,917
|
|
Weighted average interest rate
|
|
—
|
|
|
—
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
|
|||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in cash and cash equivalents
|
|
$
|
13,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,145
|
|
|
$
|
13,145
|
|
Weighted average interest rate
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in short-term investments
|
|
$
|
84,774
|
|
|
$
|
267,676
|
|
|
$
|
—
|
|
|
$
|
352,450
|
|
|
$
|
352,450
|
|
Weighted average interest rates
|
|
0.7
|
%
|
|
0.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in long-term investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
728,981
|
|
|
$
|
728,981
|
|
|
$
|
728,981
|
|
Weighted average interest rate
|
|
—
|
|
|
—
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
|
|||||
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in cash and cash equivalents
|
|
$
|
35,658
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,658
|
|
|
$
|
35,658
|
|
Weighted average interest rate
|
|
0.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in short-term investments
|
|
$
|
70,971
|
|
|
$
|
249,999
|
|
|
$
|
—
|
|
|
$
|
320,970
|
|
|
$
|
320,970
|
|
Weighted average interest rates
|
|
0.8
|
%
|
|
0.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Included in long-term investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
662,803
|
|
|
$
|
662,803
|
|
|
$
|
662,803
|
|
Weighted average interest rate
|
|
—
|
|
|
—
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
Consolidated Financial Statements
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands)
|
||||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
281,502
|
|
|
$
|
189,693
|
|
Short-term investments
|
|
363,877
|
|
|
352,450
|
|
||
Accounts receivable, net of allowances of $4,958 and $3,259
|
|
242,242
|
|
|
204,205
|
|
||
Inventories
|
|
24,471
|
|
|
19,026
|
|
||
Deferred tax assets
|
|
42,290
|
|
|
16,342
|
|
||
Other current assets
|
|
44,466
|
|
|
34,655
|
|
||
Total current assets
|
|
998,848
|
|
|
816,371
|
|
||
Property and equipment, net
|
|
66,791
|
|
|
63,522
|
|
||
Long-term investments
|
|
482,917
|
|
|
728,981
|
|
||
Deferred tax assets
|
|
4,434
|
|
|
22,389
|
|
||
Goodwill
|
|
556,957
|
|
|
523,727
|
|
||
Other assets, net
|
|
75,003
|
|
|
75,564
|
|
||
Total assets
|
|
$
|
2,184,950
|
|
|
$
|
2,230,554
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
43,772
|
|
|
$
|
37,313
|
|
Accrued liabilities
|
|
108,772
|
|
|
92,608
|
|
||
Deferred revenue
|
|
484,437
|
|
|
421,429
|
|
||
Total current liabilities
|
|
636,981
|
|
|
551,350
|
|
||
Other long-term liabilities
|
|
22,718
|
|
|
25,202
|
|
||
Deferred revenue, long-term
|
|
152,312
|
|
|
109,944
|
|
||
Deferred tax liabilities
|
|
3,629
|
|
|
5,346
|
|
||
Total long-term liabilities
|
|
178,659
|
|
|
140,492
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, no par value; 200,000 shares authorized, 73,390 and 78,090 shares issued and outstanding
|
|
15,753
|
|
|
262,505
|
|
||
Accumulated other comprehensive loss
|
|
(9,584
|
)
|
|
(7,414
|
)
|
||
Retained earnings
|
|
1,363,141
|
|
|
1,283,621
|
|
||
Total shareholders’ equity
|
|
1,369,310
|
|
|
1,538,712
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
2,184,950
|
|
|
$
|
2,230,554
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In thousands, except per share data)
|
||||||||||
Net revenues
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
936,130
|
|
|
$
|
798,856
|
|
|
$
|
818,555
|
|
Services
|
|
795,916
|
|
|
682,458
|
|
|
558,692
|
|
|||
Total
|
|
1,732,046
|
|
|
1,481,314
|
|
|
1,377,247
|
|
|||
Cost of net revenues
|
|
|
|
|
|
|
||||||
Products
|
|
158,788
|
|
|
129,066
|
|
|
137,102
|
|
|||
Services
|
|
151,171
|
|
|
123,981
|
|
|
99,066
|
|
|||
Total
|
|
309,959
|
|
|
253,047
|
|
|
236,168
|
|
|||
Gross profit
|
|
1,422,087
|
|
|
1,228,267
|
|
|
1,141,079
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
558,284
|
|
|
483,041
|
|
|
445,595
|
|
|||
Research and development
|
|
263,792
|
|
|
209,614
|
|
|
177,406
|
|
|||
General and administrative
|
|
106,454
|
|
|
102,401
|
|
|
91,775
|
|
|||
Loss on facility sublease
|
|
—
|
|
|
2,393
|
|
|
—
|
|
|||
Total
|
|
928,530
|
|
|
797,449
|
|
|
714,776
|
|
|||
Income from operations
|
|
493,557
|
|
|
430,818
|
|
|
426,303
|
|
|||
Other income, net
|
|
3,785
|
|
|
7,274
|
|
|
5,911
|
|
|||
Income before income taxes
|
|
497,342
|
|
|
438,092
|
|
|
432,214
|
|
|||
Provision for income taxes
|
|
186,159
|
|
|
160,778
|
|
|
157,028
|
|
|||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
Net income per share — basic
|
|
$
|
4.13
|
|
|
$
|
3.53
|
|
|
$
|
3.48
|
|
Weighted average shares — basic
|
|
75,395
|
|
|
78,565
|
|
|
79,135
|
|
|||
Net income per share — diluted
|
|
$
|
4.09
|
|
|
$
|
3.50
|
|
|
$
|
3.45
|
|
Weighted average shares — diluted
|
|
76,092
|
|
|
79,136
|
|
|
79,780
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In thousands)
|
||||||||||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(1,997
|
)
|
|
(2,407
|
)
|
|
295
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
|
||||||
Unrealized (losses) gains on securities, net of taxes of $101, $692, and $(1,350) for the years ended September 30, 2014, 2013, and 2012, respectively
|
|
(26
|
)
|
|
(952
|
)
|
|
2,397
|
|
|||
Reclassification adjustment for realized gains included in net income, net of taxes of $86, $133, and $58 for the years ended September 30, 2014, 2013, and 2012, respectively
|
|
(147
|
)
|
|
(226
|
)
|
|
(99
|
)
|
|||
Net change in unrealized (losses) gains on available-for-sale securities, net of tax
|
|
(173
|
)
|
|
(1,178
|
)
|
|
2,298
|
|
|||
Total other comprehensive (loss) income
|
|
(2,170
|
)
|
|
(3,585
|
)
|
|
2,593
|
|
|||
Comprehensive income
|
|
$
|
309,013
|
|
|
$
|
273,729
|
|
|
$
|
277,779
|
|
|
|
Common Stock
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Retained
Earnings
|
|
Total
Shareholders’
Equity
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||
Balance, September 30, 2011
|
|
79,145
|
|
|
$
|
380,737
|
|
|
$
|
(6,422
|
)
|
|
$
|
731,121
|
|
|
$
|
1,105,436
|
|
Exercise of employee stock options
|
|
120
|
|
|
1,130
|
|
|
—
|
|
|
—
|
|
|
1,130
|
|
||||
Issuance of stock under employee stock purchase plan
|
|
281
|
|
|
24,043
|
|
|
—
|
|
|
—
|
|
|
24,043
|
|
||||
Issuance of restricted stock
|
|
832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Repurchase of common stock
|
|
(1,663
|
)
|
|
(184,776
|
)
|
|
—
|
|
|
—
|
|
|
(184,776
|
)
|
||||
Tax benefit from employee stock transactions
|
|
—
|
|
|
10,440
|
|
|
—
|
|
|
—
|
|
|
10,440
|
|
||||
Stock-based compensation
|
|
—
|
|
|
95,348
|
|
|
—
|
|
|
—
|
|
|
95,348
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,186
|
|
|
275,186
|
|
||||
Other comprehensive gain
|
|
—
|
|
|
—
|
|
|
2,593
|
|
|
—
|
|
|
2,593
|
|
||||
Balance, September 30, 2012
|
|
78,715
|
|
|
$
|
326,922
|
|
|
$
|
(3,829
|
)
|
|
$
|
1,006,307
|
|
|
$
|
1,329,400
|
|
Exercise of employee stock options
|
|
126
|
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|
1,341
|
|
||||
Issuance of stock under employee stock purchase plan
|
|
422
|
|
|
28,251
|
|
|
—
|
|
|
—
|
|
|
28,251
|
|
||||
Issuance of restricted stock
|
|
1,094
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Repurchase of common stock
|
|
(2,267
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
||||
Tax benefit from employee stock transactions
|
|
—
|
|
|
1,779
|
|
|
—
|
|
|
—
|
|
|
1,779
|
|
||||
Stock-based compensation
|
|
—
|
|
|
104,212
|
|
|
—
|
|
|
—
|
|
|
104,212
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277,314
|
|
|
277,314
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(3,585
|
)
|
|
—
|
|
|
(3,585
|
)
|
||||
Balance, September 30, 2013
|
|
78,090
|
|
|
$
|
262,505
|
|
|
$
|
(7,414
|
)
|
|
$
|
1,283,621
|
|
|
$
|
1,538,712
|
|
Exercise of employee stock options
|
|
149
|
|
|
1,422
|
|
|
—
|
|
|
—
|
|
|
1,422
|
|
||||
Issuance of stock under employee stock purchase plan
|
|
516
|
|
|
33,878
|
|
|
—
|
|
|
—
|
|
|
33,878
|
|
||||
Issuance of restricted stock
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Repurchase of common stock
|
|
(6,593
|
)
|
|
(418,879
|
)
|
|
—
|
|
|
(231,663
|
)
|
|
(650,542
|
)
|
||||
Tax benefit from employee stock transactions
|
|
—
|
|
|
9,671
|
|
|
—
|
|
|
—
|
|
|
9,671
|
|
||||
Stock-based compensation
|
|
—
|
|
|
127,156
|
|
|
—
|
|
|
—
|
|
|
127,156
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311,183
|
|
|
311,183
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(2,170
|
)
|
|
—
|
|
|
(2,170
|
)
|
||||
Balance, September 30, 2014
|
|
73,390
|
|
|
$
|
15,753
|
|
|
$
|
(9,584
|
)
|
|
$
|
1,363,141
|
|
|
$
|
1,369,310
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Realized (gain) loss on disposition of assets and investments
|
|
(195
|
)
|
|
(187
|
)
|
|
546
|
|
|||
Stock-based compensation
|
|
127,156
|
|
|
104,212
|
|
|
95,348
|
|
|||
Provisions for doubtful accounts and sales returns
|
|
2,870
|
|
|
1,025
|
|
|
1,572
|
|
|||
Depreciation and amortization
|
|
46,121
|
|
|
40,005
|
|
|
35,139
|
|
|||
Deferred income taxes
|
|
(3,090
|
)
|
|
474
|
|
|
(4,293
|
)
|
|||
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(40,895
|
)
|
|
(18,867
|
)
|
|
(20,207
|
)
|
|||
Inventories
|
|
(5,445
|
)
|
|
(1,617
|
)
|
|
(262
|
)
|
|||
Other current assets
|
|
(9,828
|
)
|
|
(3,614
|
)
|
|
(998
|
)
|
|||
Other assets
|
|
(2,502
|
)
|
|
683
|
|
|
(134
|
)
|
|||
Accounts payable and accrued liabilities
|
|
18,339
|
|
|
16,790
|
|
|
9,953
|
|
|||
Deferred revenue
|
|
105,278
|
|
|
83,475
|
|
|
103,587
|
|
|||
Net cash provided by operating activities
|
|
548,992
|
|
|
499,693
|
|
|
495,437
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(515,737
|
)
|
|
(938,571
|
)
|
|
(1,059,853
|
)
|
|||
Maturities of investments
|
|
523,983
|
|
|
613,927
|
|
|
784,601
|
|
|||
Sales of investments
|
|
214,493
|
|
|
212,011
|
|
|
81,444
|
|
|||
Decrease (increase) in restricted cash
|
|
59
|
|
|
(612
|
)
|
|
(19
|
)
|
|||
Acquisition of intangible assets
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(49,439
|
)
|
|
(212,642
|
)
|
|
(128,335
|
)
|
|||
Purchases of property and equipment
|
|
(22,718
|
)
|
|
(26,583
|
)
|
|
(29,867
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
150,641
|
|
|
(352,470
|
)
|
|
(352,279
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Excess tax benefit from stock-based compensation
|
|
10,283
|
|
|
4,091
|
|
|
10,371
|
|
|||
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
|
|
35,299
|
|
|
29,591
|
|
|
25,174
|
|
|||
Repurchase of common stock
|
|
(650,542
|
)
|
|
(200,000
|
)
|
|
(184,776
|
)
|
|||
Net cash used in financing activities
|
|
(604,960
|
)
|
|
(166,318
|
)
|
|
(149,231
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
94,673
|
|
|
(19,095
|
)
|
|
(6,073
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(2,864
|
)
|
|
(2,393
|
)
|
|
470
|
|
|||
Cash and cash equivalents, beginning of year
|
|
189,693
|
|
|
211,181
|
|
|
216,784
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
281,502
|
|
|
$
|
189,693
|
|
|
$
|
211,181
|
|
Supplemental information
|
|
|
|
|
|
|
||||||
Cash paid for taxes
|
|
$
|
169,424
|
|
|
$
|
156,833
|
|
|
$
|
145,874
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Computer equipment
|
|
$
|
113,290
|
|
|
$
|
93,326
|
|
Office furniture and equipment
|
|
14,325
|
|
|
13,391
|
|
||
Leasehold improvements
|
|
57,976
|
|
|
54,972
|
|
||
|
|
185,591
|
|
|
161,689
|
|
||
Accumulated depreciation and amortization
|
|
(118,800
|
)
|
|
(98,167
|
)
|
||
|
|
$
|
66,791
|
|
|
$
|
63,522
|
|
•
|
Persuasive evidence of an arrangement exists. Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement.
|
•
|
Delivery has occurred. The Company uses shipping or related documents, or written evidence of customer acceptance, when applicable, to verify delivery or completion of any performance terms.
|
•
|
The sales price is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
|
•
|
Collectability is reasonably assured. The Company assesses collectability primarily based on the creditworthiness of the customer as determined by credit checks and related analysis, as well as the Customer’s payment history.
|
|
|
Employee Stock Purchase Plan
Years Ended September 30, |
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
|
0.05
|
%
|
|
0.06
|
%
|
|
0.14
|
%
|
Expected dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Expected volatility
|
|
24.44
|
%
|
|
42.92
|
%
|
|
45.20
|
%
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
311,183
|
|
|
$
|
277,314
|
|
|
$
|
275,186
|
|
Denominator
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic
|
|
75,395
|
|
|
78,565
|
|
|
79,135
|
|
|||
Dilutive effect of common shares from stock options and restricted stock units
|
|
697
|
|
|
571
|
|
|
645
|
|
|||
Weighted average shares outstanding — diluted
|
|
76,092
|
|
|
79,136
|
|
|
79,780
|
|
|||
Basic net income per share
|
|
$
|
4.13
|
|
|
$
|
3.53
|
|
|
$
|
3.48
|
|
Diluted net income per share
|
|
$
|
4.09
|
|
|
$
|
3.50
|
|
|
$
|
3.45
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Fair Value at
September 30,
2014
|
||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|||||||||
Cash equivalents
|
|
$
|
43,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,618
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
205,698
|
|
|
—
|
|
|
205,698
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
43,430
|
|
|
—
|
|
|
43,430
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
5,006
|
|
|
—
|
|
|
5,006
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
109,743
|
|
|
—
|
|
|
109,743
|
|
||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
325,282
|
|
|
—
|
|
|
325,282
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
24,582
|
|
|
—
|
|
|
24,582
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
7,407
|
|
|
—
|
|
|
7,407
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
123,087
|
|
|
—
|
|
|
123,087
|
|
||||
Available-for-sale securities — international government securities
|
|
—
|
|
|
2,559
|
|
|
—
|
|
|
2,559
|
|
||||
Total
|
|
$
|
43,618
|
|
|
$
|
846,794
|
|
|
$
|
—
|
|
|
$
|
890,412
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Fair Value at
September 30,
2013
|
||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|||||||||
Cash equivalents
|
|
$
|
13,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,145
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
125,212
|
|
|
—
|
|
|
125,212
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
72,164
|
|
|
—
|
|
|
72,164
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
5,000
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
150,074
|
|
|
—
|
|
|
150,074
|
|
||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
260,318
|
|
|
—
|
|
|
260,318
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
24,371
|
|
|
—
|
|
|
24,371
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
14,798
|
|
|
—
|
|
|
14,798
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
426,458
|
|
|
—
|
|
|
426,458
|
|
||||
Available-for-sale securities — auction rate securities
|
|
—
|
|
|
—
|
|
|
3,036
|
|
|
3,036
|
|
||||
Total
|
|
$
|
13,145
|
|
|
$
|
1,078,395
|
|
|
$
|
3,036
|
|
|
$
|
1,094,576
|
|
|
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
|
$
|
3,036
|
|
|
$
|
4,750
|
|
Total gains (losses) realized or unrealized:
|
|
|
|
|
||||
Included in other comprehensive income
|
|
264
|
|
|
(14
|
)
|
||
Settlements
|
|
(3,300
|
)
|
|
(1,700
|
)
|
||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
3,036
|
|
Unrealized losses attributable to assets still held as of the end of the period
|
|
—
|
|
|
(14
|
)
|
September 30, 2014
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
205,490
|
|
|
$
|
244
|
|
|
$
|
(36
|
)
|
|
$
|
205,698
|
|
Municipal bonds and notes
|
|
43,398
|
|
|
34
|
|
|
(2
|
)
|
|
43,430
|
|
||||
U.S. government securities
|
|
4,996
|
|
|
10
|
|
|
—
|
|
|
5,006
|
|
||||
U.S. government agency securities
|
|
109,685
|
|
|
66
|
|
|
(8
|
)
|
|
109,743
|
|
||||
|
|
$
|
363,569
|
|
|
$
|
354
|
|
|
$
|
(46
|
)
|
|
$
|
363,877
|
|
September 30, 2013
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
125,010
|
|
|
$
|
210
|
|
|
$
|
(8
|
)
|
|
$
|
125,212
|
|
Municipal bonds and notes
|
|
72,116
|
|
|
58
|
|
|
(10
|
)
|
|
72,164
|
|
||||
U.S. government securities
|
|
4,998
|
|
|
2
|
|
|
—
|
|
|
5,000
|
|
||||
U.S. government agency securities
|
|
150,069
|
|
|
15
|
|
|
(10
|
)
|
|
150,074
|
|
||||
|
|
$
|
352,193
|
|
|
$
|
285
|
|
|
$
|
(28
|
)
|
|
$
|
352,450
|
|
September 30, 2014
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
325,896
|
|
|
$
|
208
|
|
|
$
|
(822
|
)
|
|
$
|
325,282
|
|
Municipal bonds and notes
|
|
24,559
|
|
|
31
|
|
|
(8
|
)
|
|
24,582
|
|
||||
U.S. government securities
|
|
7,377
|
|
|
30
|
|
|
—
|
|
|
7,407
|
|
||||
U.S. government agency securities
|
|
123,207
|
|
|
40
|
|
|
(160
|
)
|
|
123,087
|
|
||||
International government securities
|
|
2,568
|
|
|
—
|
|
|
(9
|
)
|
|
2,559
|
|
||||
|
|
$
|
483,607
|
|
|
$
|
309
|
|
|
$
|
(999
|
)
|
|
$
|
482,917
|
|
September 30, 2013
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
260,345
|
|
|
$
|
363
|
|
|
$
|
(390
|
)
|
|
$
|
260,318
|
|
Municipal bonds and notes
|
|
24,332
|
|
|
44
|
|
|
(5
|
)
|
|
24,371
|
|
||||
Auction rate securities
|
|
3,300
|
|
|
—
|
|
|
(264
|
)
|
|
3,036
|
|
||||
U.S. government securities
|
|
14,755
|
|
|
43
|
|
|
—
|
|
|
14,798
|
|
||||
U.S. government agency securities
|
|
426,616
|
|
|
294
|
|
|
(452
|
)
|
|
426,458
|
|
||||
|
|
$
|
729,348
|
|
|
$
|
744
|
|
|
$
|
(1,111
|
)
|
|
$
|
728,981
|
|
September 30, 2014
|
|
Cost or
Amortized
Cost
|
|
Fair Value
|
||||
One year or less
|
|
$
|
363,569
|
|
|
$
|
363,877
|
|
Over one year
|
|
483,607
|
|
|
482,917
|
|
||
|
|
$
|
847,176
|
|
|
$
|
846,794
|
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
September 30, 2014
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Corporate bonds and notes
|
|
$
|
262,771
|
|
|
$
|
(848
|
)
|
|
$
|
7,804
|
|
|
$
|
(10
|
)
|
|
$
|
270,575
|
|
|
$
|
(858
|
)
|
Municipal bonds and notes
|
|
14,649
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
14,649
|
|
|
(10
|
)
|
||||||
U.S. government agency securities
|
|
89,464
|
|
|
(135
|
)
|
|
26,975
|
|
|
(33
|
)
|
|
116,439
|
|
|
(168
|
)
|
||||||
International government securities
|
|
2,559
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
2,559
|
|
|
(9
|
)
|
||||||
Total
|
|
$
|
369,443
|
|
|
$
|
(1,002
|
)
|
|
$
|
34,779
|
|
|
$
|
(43
|
)
|
|
$
|
404,222
|
|
|
$
|
(1,045
|
)
|
Assets acquired
|
|
|||
Cash
|
$
|
220
|
|
|
Current assets
|
249
|
|
||
Property and equipment, net
|
2,353
|
|
||
Deferred tax assets, net
|
1,162
|
|
||
Developed technology, customer relationships and other intangibles
|
6,682
|
|
||
Goodwill
|
39,346
|
|
||
Total assets acquired
|
$
|
50,012
|
|
|
Liabilities assumed
|
|
|||
Accrued liabilities
|
$
|
(256
|
)
|
|
Deferred revenue
|
(97
|
)
|
||
Total liabilities assumed
|
(353
|
)
|
||
Net assets acquired
|
$
|
49,659
|
|
Balance, September 30, 2012
|
$
|
348,239
|
|
|
Acquisition of LineRate Systems
|
99,560
|
|
||
Acquisition of Versafe
|
75,937
|
|
||
Other
|
(9
|
)
|
||
Balance, September 30, 2013
|
523,727
|
|
||
Acquisition of Defense.Net
|
39,346
|
|
||
Adjustment to goodwill (1)
|
(6,116
|
)
|
||
Balance, September 30, 2014
|
$
|
556,957
|
|
(1)
|
The Company reduced the carrying amount of goodwill by
$6.1 million
in the second quarter of fiscal year 2014 to correct the original accounting for a 2007 acquisition, which omitted certain acquired deferred tax assets. The Company reduced goodwill to reflect the additional deferred tax assets obtained at the date of acquisition.
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Acquired and developed technology and software development costs
|
|
$
|
55,133
|
|
|
$
|
59,453
|
|
Deposits and other
|
|
19,072
|
|
|
15,251
|
|
||
Restricted cash
|
|
798
|
|
|
860
|
|
||
|
|
$
|
75,003
|
|
|
$
|
75,564
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||||||||
Acquired and developed technology and software development costs
|
|
$
|
103,031
|
|
|
$
|
(47,899
|
)
|
|
$
|
55,132
|
|
|
$
|
99,463
|
|
|
$
|
(40,010
|
)
|
|
$
|
59,453
|
|
Customer relationships
|
|
10,941
|
|
|
(3,778
|
)
|
|
7,163
|
|
|
8,399
|
|
|
(3,123
|
)
|
|
5,276
|
|
||||||
Patents and trademarks
|
|
3,044
|
|
|
(2,587
|
)
|
|
457
|
|
|
3,044
|
|
|
(2,525
|
)
|
|
519
|
|
||||||
Trade names
|
|
1,173
|
|
|
(445
|
)
|
|
728
|
|
|
1,173
|
|
|
(250
|
)
|
|
923
|
|
||||||
Non-compete covenants
|
|
2,732
|
|
|
(949
|
)
|
|
1,783
|
|
|
2,160
|
|
|
(200
|
)
|
|
1,960
|
|
||||||
|
|
$
|
120,921
|
|
|
$
|
(55,658
|
)
|
|
$
|
65,263
|
|
|
$
|
114,239
|
|
|
$
|
(46,108
|
)
|
|
$
|
68,131
|
|
2015
|
$
|
12,611
|
|
|
2016
|
12,516
|
|
||
2017
|
9,907
|
|
||
2018
|
8,507
|
|
||
2019
|
4,336
|
|
||
|
$
|
47,877
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Payroll and benefits
|
|
$
|
84,055
|
|
|
$
|
73,461
|
|
Sales and marketing
|
|
2,221
|
|
|
3,746
|
|
||
Income tax accruals
|
|
8,615
|
|
|
4,196
|
|
||
Other
|
|
13,881
|
|
|
11,205
|
|
||
|
|
$
|
108,772
|
|
|
$
|
92,608
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax provision at statutory rate
|
|
$
|
174,070
|
|
|
$
|
153,332
|
|
|
$
|
151,275
|
|
State taxes, net of federal benefit
|
|
12,901
|
|
|
10,944
|
|
|
8,733
|
|
|||
Foreign operations
|
|
5,050
|
|
|
4,786
|
|
|
1,850
|
|
|||
Research and development and other credits
|
|
(6,397
|
)
|
|
(10,649
|
)
|
|
(3,537
|
)
|
|||
Domestic manufacturing deduction
|
|
(15,514
|
)
|
|
(14,047
|
)
|
|
(12,539
|
)
|
|||
Stock-based and other compensation
|
|
14,583
|
|
|
15,286
|
|
|
10,501
|
|
|||
Other
|
|
1,466
|
|
|
1,126
|
|
|
745
|
|
|||
|
|
$
|
186,159
|
|
|
$
|
160,778
|
|
|
$
|
157,028
|
|
|
|
Years Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
|
|
|
||||
Net operating loss carry-forwards
|
|
$
|
8,245
|
|
|
$
|
10,072
|
|
Allowance for doubtful accounts
|
|
1,724
|
|
|
1,112
|
|
||
Accrued compensation and benefits
|
|
8,273
|
|
|
7,272
|
|
||
Inventories and related reserves
|
|
1,139
|
|
|
1,120
|
|
||
Stock-based compensation
|
|
7,295
|
|
|
5,933
|
|
||
Deferred revenue
|
|
30,662
|
|
|
26,277
|
|
||
Other accruals and reserves
|
|
13,473
|
|
|
10,131
|
|
||
Tax credit carryforwards
|
|
2,852
|
|
|
2,122
|
|
||
Depreciation
|
|
738
|
|
|
—
|
|
||
|
|
74,401
|
|
|
64,039
|
|
||
Valuation allowance
|
|
(7,198
|
)
|
|
(5,390
|
)
|
||
|
|
67,203
|
|
|
58,649
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Purchased intangibles and other
|
|
(24,108
|
)
|
|
(21,567
|
)
|
||
Depreciation
|
|
—
|
|
|
(3,697
|
)
|
||
|
|
(24,108
|
)
|
|
(25,264
|
)
|
||
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
43,095
|
|
|
$
|
33,385
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
7,302
|
|
|
$
|
5,452
|
|
|
$
|
5,952
|
|
Gross increases related to prior period tax positions
|
|
901
|
|
|
1,231
|
|
|
79
|
|
|||
Gross decreases related to prior period tax positions
|
|
(224
|
)
|
|
(142
|
)
|
|
(280
|
)
|
|||
Gross increases related to current period tax positions
|
|
1,081
|
|
|
1,957
|
|
|
702
|
|
|||
Decreases relating to settlements with tax authorities
|
|
(2,589
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Reductions due to lapses of statute of limitations
|
|
(77
|
)
|
|
(1,196
|
)
|
|
(998
|
)
|
|||
Balance, end of period
|
|
$
|
6,394
|
|
|
$
|
7,302
|
|
|
$
|
5,452
|
|
|
|
Outstanding
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Balance, September 30, 2013
|
|
926,035
|
|
|
$
|
95.47
|
|
Units granted
|
|
1,719,690
|
|
|
83.53
|
|
|
Units vested
|
|
(1,184,877
|
)
|
|
104.87
|
|
|
Units cancelled
|
|
(170,066
|
)
|
|
90.51
|
|
|
Balance, September 30, 2014
|
|
1,290,782
|
|
|
$
|
88.44
|
|
|
|
Options Outstanding
|
|||||
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
per Share
|
|||
Balance, September 30, 2013
|
|
210,219
|
|
|
$
|
9.80
|
|
Options granted
|
|
10,088
|
|
|
3.68
|
|
|
Options exercised
|
|
(149,134
|
)
|
|
9.53
|
|
|
Options cancelled
|
|
(405
|
)
|
|
3.83
|
|
|
Balance, September 30, 2014
|
|
70,768
|
|
|
$
|
9.53
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life (in Years)
|
|
Weighted
Average
Exercise
Price
per Share
|
|
Aggregate
Intrinsic
Value(1)
|
|||||
|
|
|
|
|
|
|
|
(In thousands)
|
|||||
Stock options outstanding
|
|
70,768
|
|
|
6.08
|
|
$
|
9.53
|
|
|
$
|
7,728
|
|
Exercisable
|
|
29,435
|
|
|
3.84
|
|
$
|
19.23
|
|
|
$
|
2,929
|
|
Vested and expected to vest
|
|
68,423
|
|
|
6.01
|
|
$
|
9.77
|
|
|
$
|
7,456
|
|
(1)
|
Aggregate intrinsic value represents the difference between the fair value of the Company’s common stock underlying these options at
September 30, 2014
and the related exercise prices.
|
|
|
Awards
Available for
Grant
|
|
Balance, September 30, 2013
|
2,198,736
|
|
|
Granted
|
(1,795,420
|
)
|
|
Cancelled
|
178,554
|
|
|
Additional shares reserved (terminated), net
|
3,037,425
|
|
|
Balance, September 30, 2014
|
3,619,295
|
|
|
|
Gross Lease
Payments
|
|
Sublease
Income
|
|
Net Lease
Payments
|
||||||
2015
|
|
22,368
|
|
|
4,032
|
|
|
18,336
|
|
|||
2016
|
|
20,188
|
|
|
3,992
|
|
|
16,196
|
|
|||
2017
|
|
18,444
|
|
|
4,102
|
|
|
14,342
|
|
|||
2018
|
|
16,614
|
|
|
2,770
|
|
|
13,844
|
|
|||
2019
|
|
12,818
|
|
|
—
|
|
|
12,818
|
|
|||
Thereafter
|
|
32,334
|
|
|
—
|
|
|
32,334
|
|
|||
|
|
$
|
122,766
|
|
|
$
|
14,896
|
|
|
$
|
107,870
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Americas:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
896,010
|
|
|
$
|
777,516
|
|
|
$
|
729,238
|
|
Other
|
|
89,786
|
|
|
74,391
|
|
|
64,144
|
|
|||
Total Americas
|
|
985,796
|
|
|
851,907
|
|
|
793,382
|
|
|||
EMEA
|
|
404,300
|
|
|
327,109
|
|
|
294,191
|
|
|||
Japan
|
|
90,131
|
|
|
83,051
|
|
|
90,521
|
|
|||
Asia Pacific
|
|
251,819
|
|
|
219,247
|
|
|
199,153
|
|
|||
|
|
$
|
1,732,046
|
|
|
$
|
1,481,314
|
|
|
$
|
1,377,247
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
Sept. 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
Dec. 31, 2013
|
|
Sept. 30, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|
Dec. 31, 2012
|
||||||||||||||||
|
|
(Unaudited and in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Products
|
|
$
|
255,461
|
|
|
$
|
236,933
|
|
|
$
|
225,135
|
|
|
$
|
218,601
|
|
|
$
|
212,291
|
|
|
$
|
196,746
|
|
|
$
|
185,107
|
|
|
$
|
204,712
|
|
Services
|
|
209,805
|
|
|
203,352
|
|
|
194,908
|
|
|
187,851
|
|
|
183,038
|
|
|
173,556
|
|
|
165,125
|
|
|
160,739
|
|
||||||||
Total
|
|
465,266
|
|
|
440,285
|
|
|
420,043
|
|
|
406,452
|
|
|
395,329
|
|
|
370,302
|
|
|
350,232
|
|
|
365,451
|
|
||||||||
Cost of net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Products
|
|
43,351
|
|
|
40,387
|
|
|
37,806
|
|
|
37,244
|
|
|
35,151
|
|
|
32,350
|
|
|
29,773
|
|
|
31,792
|
|
||||||||
Services
|
|
38,601
|
|
|
39,075
|
|
|
37,856
|
|
|
35,639
|
|
|
31,792
|
|
|
32,567
|
|
|
30,529
|
|
|
29,093
|
|
||||||||
Total
|
|
81,952
|
|
|
79,462
|
|
|
75,662
|
|
|
72,883
|
|
|
66,943
|
|
|
64,917
|
|
|
60,302
|
|
|
60,885
|
|
||||||||
Gross profit
|
|
383,314
|
|
|
360,823
|
|
|
344,381
|
|
|
333,569
|
|
|
328,386
|
|
|
305,385
|
|
|
289,930
|
|
|
304,566
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
|
143,284
|
|
|
139,945
|
|
|
140,252
|
|
|
134,803
|
|
|
119,836
|
|
|
121,906
|
|
|
119,031
|
|
|
122,268
|
|
||||||||
Research and development
|
|
65,401
|
|
|
67,026
|
|
|
67,232
|
|
|
64,133
|
|
|
54,464
|
|
|
54,075
|
|
|
52,534
|
|
|
48,541
|
|
||||||||
General and administrative
|
|
27,148
|
|
|
27,773
|
|
|
26,033
|
|
|
25,500
|
|
|
26,512
|
|
|
25,327
|
|
|
25,889
|
|
|
24,673
|
|
||||||||
Loss on facility sublease
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
|
235,833
|
|
|
234,744
|
|
|
233,517
|
|
|
224,436
|
|
|
203,205
|
|
|
201,308
|
|
|
197,454
|
|
|
195,482
|
|
||||||||
Income from operations
|
|
147,481
|
|
|
126,079
|
|
|
110,864
|
|
|
109,133
|
|
|
125,181
|
|
|
104,077
|
|
|
92,476
|
|
|
109,084
|
|
||||||||
Other income, net
|
|
2,323
|
|
|
1,193
|
|
|
23
|
|
|
246
|
|
|
732
|
|
|
2,874
|
|
|
2,118
|
|
|
1,550
|
|
||||||||
Income before income taxes
|
|
149,804
|
|
|
127,272
|
|
|
110,887
|
|
|
109,379
|
|
|
125,913
|
|
|
106,951
|
|
|
94,594
|
|
|
110,634
|
|
||||||||
Provision for income taxes
|
|
55,783
|
|
|
47,799
|
|
|
41,246
|
|
|
41,331
|
|
|
49,682
|
|
|
38,773
|
|
|
31,182
|
|
|
41,141
|
|
||||||||
Net income
|
|
$
|
94,021
|
|
|
$
|
79,473
|
|
|
$
|
69,641
|
|
|
$
|
68,048
|
|
|
$
|
76,231
|
|
|
$
|
68,178
|
|
|
$
|
63,412
|
|
|
$
|
69,493
|
|
Net income per share — basic
|
|
$
|
1.27
|
|
|
$
|
1.06
|
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.97
|
|
|
$
|
0.87
|
|
|
$
|
0.81
|
|
|
$
|
0.88
|
|
Weighted average shares — basic
|
|
73,817
|
|
|
74,812
|
|
|
75,508
|
|
|
77,438
|
|
|
78,353
|
|
|
78,516
|
|
|
78,601
|
|
|
78,789
|
|
||||||||
Net income per share — diluted
|
|
$
|
1.26
|
|
|
$
|
1.05
|
|
|
$
|
0.91
|
|
|
$
|
0.87
|
|
|
$
|
0.97
|
|
|
$
|
0.86
|
|
|
$
|
0.80
|
|
|
$
|
0.88
|
|
Weighted average shares — diluted
|
|
74,366
|
|
|
75,369
|
|
|
76,244
|
|
|
77,822
|
|
|
78,674
|
|
|
78,864
|
|
|
79,114
|
|
|
79,278
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder 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
|
(a)
|
Documents filed as part of this report are as follows:
|
1.
|
Consolidated Financial Statements:
|
2.
|
Financial Statement Schedule:
|
3.
|
Exhibits:
|
|
F5 N
ETWORKS
, I
NC
.
|
||
|
|
|
|
|
By:
|
|
/
S
/ JOHN MCADAM
|
|
|
|
John McAdam
|
|
|
|
Chief Executive Officer and President
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
By:
|
|
/
S
/ JOHN MCADAM
|
|
Chief Executive Officer, President, and
Director (principal executive officer)
|
|
November 26, 2014
|
|
|
John McAdam
|
|
|
|
|
|
|
|
|
|
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By:
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/
S
/ ANDY REINLAND
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Executive Vice President, Chief Financial
Officer (principal financial officer and principal accounting officer)
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November 26, 2014
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Andy Reinland
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By:
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/
S
/ A. GARY AMES
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Director
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November 26, 2014
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A. Gary Ames
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By:
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/
S
/ DEBORAH L. BEVIER
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Director
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November 26, 2014
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Deborah L. Bevier
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By:
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/
S
/ JONATHAN CHADWICK
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Director
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November 26, 2014
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Jonathan Chadwick
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By:
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/
S
/ ALAN J. HIGGINSON
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Director
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November 26, 2014
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Alan J. Higginson
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By:
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/
S
/ MICHAEL L. DREYER
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Director
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November 26, 2014
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Michael L. Dreyer
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By:
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/
S
/ SANDRA BERGERON
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Director
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November 26, 2014
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Sandra Bergeron
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By:
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/
S
/ STEPHEN SMITH
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Director
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November 26, 2014
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Stephen Smith
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Exhibit
Number
|
|
|
Exhibit Description
|
|
2.1
|
|
|
—
|
Agreement and Plan of Merger dated as of May 31, 2004, by and among the Registrant, Fire5, Inc., a wholly owned subsidiary of the Registrant, MagniFire Websystems, Inc., and Lucent Venture Partners III LLC(1)
|
2.2
|
|
|
—
|
Agreement and Plan of Merger, dated September 6, 2005, among the Registrant, Sparrow Acquisition Corp., Swan Labs Corporation and the other parties referred to therein.(2)
|
2.3
|
|
|
—
|
Agreement and Plan of Merger, dated August 6, 2007, among the Registrant, Checkmate Acquisition Corp., Acopia Networks, Inc. and Charles River Ventures, LLC.(18)
|
3.1
|
|
|
—
|
Second Amended and Restated Articles of Incorporation of the Registrant(3)
|
3.2
|
|
|
—
|
Amended and Restated Bylaws of the Registrant(3)
|
3.3
|
|
|
—
|
Second Amended and Restated Bylaws of F5 Networks, Inc.(22)
|
3.4
|
|
|
—
|
Third Amended and Restated Bylaws of F5 Networks, Inc.(23)
|
3.5
|
|
|
—
|
Fourth Amended and Restated Bylaws of F5 Networks, Inc.(31)
|
4.1
|
|
|
—
|
Specimen Common Stock Certificate(3)
|
10.1
|
|
|
—
|
Amended and Restated Office Lease Agreement dated April 3, 2000, between the Registrant and 401 Elliott West LLC(4)
|
10.2
|
|
|
—
|
Sublease Agreement dated March 30, 2001 between the Registrant and Cell Therapeutics, Inc.(5)
|
10.3
|
|
|
—
|
uRoam Acquisition Equity Incentive Plan(6) §
|
10.4
|
|
|
—
|
Form of Indemnification Agreement between the Registrant and each of its directors and certain of its officers(3) §
|
10.5
|
|
|
—
|
1998 Equity Incentive Plan, as amended(7) §
|
10.6
|
|
|
—
|
Form of Option Agreement under the 1998 Equity Incentive Plan(3) §
|
10.7
|
|
|
—
|
Amended and Restated Directors’ Nonqualified Stock Option Plan(3) §
|
10.8
|
|
|
—
|
Form of Option Agreement under the Amended and Restated Directors’ Nonqualified Stock Option Plan(3) §
|
10.9
|
|
|
—
|
Amended and Restated 1996 Stock Option Plan(3) §
|
10.10
|
|
|
—
|
Form of Option Agreement under the Amended and Restated 1996 Stock Option Plan(3) §
|
10.11
|
|
|
—
|
1999 Non-Employee Directors’ Stock Option Plan(3) §
|
10.12
|
|
|
—
|
Form of Option Agreement under 1999 Non-Employee Directors’ Stock Option Plan(3) §
|
10.13
|
|
|
—
|
NonQualified Stock Option Agreement between John McAdam and the Registrant dated July 24, 2000(8) §
|
10.14
|
|
|
—
|
2000 Employee Equity Incentive Plan(9) §
|
10.15
|
|
|
—
|
Form of Option Agreement under the 2000 Equity Incentive Plan(10) §
|
10.16
|
|
|
—
|
NonQualified Stock Option Agreement between M. Thomas Hull and the Registrant dated October 20, 2003(11) §
|
10.17
|
|
|
—
|
2011 Employee Stock Purchase Plan(27) §
|
10.18
|
|
|
—
|
MagniFire Acquisition Equity Incentive Plan(13) §
|
10.19
|
|
|
—
|
NonQualified Stock Option Agreement between Karl Triebes and the Registrant dated August 16, 2004(13) §
|
10.20
|
|
|
—
|
Incentive Compensation Plan for Executive Officers(13) §
|
10.21
|
|
|
—
|
2005 Equity Incentive Plan(14) §
|
10.22
|
|
|
—
|
Form of Restricted Stock Unit agreement under the 2005 Equity Incentive Plan (with acceleration upon change of control)(15) §
|
10.23
|
|
|
—
|
Form of Restricted Stock Unit agreement under the 2005 Equity Incentive Plan (no acceleration upon change of control)(15) §
|
10.24
|
|
|
—
|
Amendment to F5 Networks, Inc. 2005 Equity Incentive Plan Award Agreement, dated March 8, 2006, between the Registrant and John Rodriquez(16) §
|
10.25
|
|
|
—
|
Amendment to F5 Networks, Inc. 2005 Equity Incentive Plan Award Agreement, dated March 8, 2006, between the Registrant and Andy Reinland(16) §
|
Exhibit
Number
|
|
|
Exhibit Description
|
|
10.27
|
|
|
—
|
Office Lease Agreement with Selig Real Estate Holdings IIX, L.L.C. dated October 31, 2006(17)
|
10.28
|
|
|
—
|
First Amendment to Sublease Agreement dated April 13, 2001 between the Registrant and Cell Therapeutics, Inc.(19)
|
10.29
|
|
|
—
|
Second Amendment to Sublease Agreement dated March 6, 2002 between the Registrant and Cell Therapeutics, Inc.(19)
|
10.30
|
|
|
—
|
Third Amendment to Sublease Agreement dated as of December 22, 2005 between the Registrant and Cell Therapeutics, Inc.(19)
|
10.31
|
|
|
—
|
Assumed Acopia Networks, Inc. 2001 Stock Incentive Plan(20) §
|
10.32
|
|
|
—
|
Acopia Acquisition Equity Incentive Plan(20) §
|
10.33
|
|
|
—
|
Form of Restricted Stock Unit Agreement under the Acopia Acquisition Equity Incentive Plan (with acceleration upon change of control)(21) §
|
10.34
|
|
|
—
|
Form of Restricted Stock Unit Agreement under the Acopia Acquisition Equity Incentive Plan (no acceleration upon change of control)(21) §
|
10.35
|
|
|
—
|
Form of Change of Control Agreement between F5 Networks, Inc. and each of John McAdam, John Rodriguez, Karl Triebes, Edward J. Eames, Dan Matte and certain other executive officers(24) §
|
10.36
|
|
|
—
|
2005 Equity Incentive Plan, as amended January 2009(25) §
|
10.37
|
|
|
—
|
Form of Restricted Stock Unit Agreement under the 2005 Equity Incentive Plan as amended (with acceleration upon change of control) as revised July 2009(26) §
|
10.38
|
|
|
—
|
Traffix Communication Systems Ltd. 2007 Israeli Employee Share Option Plan(28) §
|
10.39
|
|
|
—
|
Traffix Communication Systems Ltd. Acquisition Equity Incentive Plan(28) §
|
10.40
|
|
|
—
|
LineRate Systems, Inc. Third Amended and Restated 2009 Equity Incentive Plan(29) §
|
10.41
|
|
|
—
|
LineRate Systems, Inc. Acquisition Equity Incentive Plan(29) §
|
10.42
|
|
|
—
|
Versafe Ltd. Acquisition Equity Incentive Plan(30) §
|
10.43
|
|
|
—
|
2014 Incentive Plan(32) §
|
10.44
|
|
|
—
|
Defense.Net, Inc. 2012 Stock Option and Grant Plan(33) §
|
10.45
|
|
|
—
|
Defense.Net Acquisition Equity Incentive Plan(33) §
|
10.46
|
|
*
|
—
|
Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised November 2014 §
|
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
|
101.SCH
|
|
*
|
—
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
*
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
*
|
—
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
§
|
Indicates a management contract or compensatory plan or arrangement.
|
(1)
|
Incorporated by reference from Current Report on Form 8-K dated May 31, 2004 and filed with the SEC on June 2, 2004.
|
(2)
|
Incorporated by reference from Current Report on Form 8-K dated October 4, 2005 and filed with the SEC on October 5, 2005.
|
(3)
|
Incorporated by reference from Registration Statement on Form S-1, File No. 333-75817.
|
(4)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
|
(5)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
|
(6)
|
Incorporated by reference from Registration Statement on Form S-8, File No. 333-109895.
|
(7)
|
Incorporated by reference from Registration Statement on Form S-8, File No. 333-104169.
|
(8)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2000.
|
(9)
|
Incorporated by reference from Registration Statement on Form S-8, File No. 333-51878.
|
(10)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2001.
|
(11)
|
Incorporated by reference from Registration Statement on Form S-8, File No. 333-112022.
|
(13)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2004.
|
(14)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
(15)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
|
(16)
|
Incorporated by reference from Current Report on Form 8-K dated March 8, 2006 and filed with the SEC on March 10, 2006.
|
(17)
|
Incorporated by reference from Current Report on Form 8-K dated October 31, 2006 and filed with the SEC on November 3, 2006.
|
(18)
|
Incorporated by reference from Current Report on Form 8-K dated August 6, 2007 and filed with the SEC on August 8, 2007.
|
(19)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2006.
|
(20)
|
Incorporated by reference from Registration Statement on Form S-8, File No. 333-146195.
|
(21)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2007.
|
(22)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended September 30, 2008.
|
(23)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
|
(24)
|
Incorporated by reference from Current Report on Form 8-K dated April 29, 2009 and filed with the SEC on May 4, 2009.
|
(25)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
(26)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
|
(27)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
(28)
|
Incorporated by reference from Registration Statement on Form S-8 File No. 333-179794.
|
(29)
|
Incorporated by reference from Registration Statement on Form S-8 File No. 333-186765.
|
(30)
|
Incorporated by reference from Registration Statement on Form S-8 File No. 333-191773.
|
(31)
|
Incorporated by reference from Current Report on Form 8-K dated April 11, 2014 and filed with the SEC on April 15, 2014.
|
(32)
|
Incorporated by reference from Registration Statement on Form S-8 File No. 333-194620.
|
(33)
|
Incorporated by reference from Registration Statement on Form S-8 File No. 333-196405.
|
|
F5 Networks, Inc.
|
Notice of Grant of Stock Units
|
(2014 Incentive Plan)
|
|
NAME __________________________________________
|
|
Award Number:
|
||
ADDRESS _______________________________________
|
|
Plan:
|
||
CITY____________ , STATE______ ZIPCODE________
|
|
ID:
|
||
|
|
|
|
|
Vesting Schedule:
|
|
|
|
|
|
|
|
|
F5 Networks, Inc.:
|
|
|
|
Signature: _________________________________
|
Signature: _________________________________
|
|
|
Date: _____________________________________
|
Date: _____________________________________
|
|
F5 Networks, Inc.
|
|
401 Elliott Ave West
|
|
Seattle, WA 98119
|
Name
|
Jurisdiction of Organization
|
F5 Networks de Argentina SRL
|
Argentina
|
F5 Networks Australia Pty. Ltd.
|
Australia
|
FCINCO REPRESENTAÇÕES DO BRASIL LTDA
|
Brazil
|
Magnifire Networks Ltd.
|
British Virgin Islands
|
F5 Networks Canada Ltd.
|
Canada
|
F5 Network Chile Limitada
|
Chile
|
F5 Networks Colombia S.A.S.
|
Colombia
|
F5 Networks SARL
|
France
|
F5 Networks GmbH
|
Germany
|
F5 Networks Hong Kong Ltd.
|
Hong Kong
|
F5 Networks (Israel) Ltd.
|
Israel
|
Traffix Communication Systems Ltd. (Israel)
|
Israel
|
Versafe Ltd.
|
Israel
|
F5 Networks SRL
|
Italy
|
F5 Networks Japan K.K.
|
Japan
|
F5 Networks Korea Ltd.
|
Korea
|
F5 Network Mexico S de RL de CV
|
Mexico
|
F5 Networks Benelux B.V.
|
Netherlands
|
F5 Networks New Zealand Ltd.
|
New Zealand
|
F5 Networks China
|
People's Republic of China
|
F5 Networks LLC
|
Russia
|
F5 Networks Singapore Pte. Ltd.
|
Singapore
|
F5 Networks Iberia SL
|
Spain
|
F5 Networks Ltd.
|
United Kingdom
|
Acopia Networks, Inc.
|
Delaware, U.S.A.
|
Defense.net, Inc.
|
Delaware, U.S.A.
|
F5 RO, Inc.
|
Washington, U.S.A.
|
LineRate Systems, Inc
|
Delaware, U.S.A.
|
MagniFire Websystems, Inc.
|
Delaware, U.S.A.
|
Swan Labs Corporation
|
Delaware, U.S.A.
|
Traffix Systems, Inc.
|
Delaware, U.S.A.
|
Versafe, Inc.
|
Delaware, U.S.A.
|
/s/ JOHN MCADAM
|
John McAdam
Chief Executive Officer and President
|
/s/ ANDY REINLAND
|
Andy Reinland
Executive Vice President, Chief Financial Officer
(principal financial officer and principal accounting officer)
|
/s/ JOHN MCADAM
|
John McAdam
Chief Executive Officer and President
|
|
/s/ ANDY REINLAND
|
Andy Reinland
Executive Vice President, Chief Financial Officer
(principal financial officer and principal accounting officer)
|