8-K
F5, Inc. (FFIV)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 9, 2020
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
| Washington | 000-26041 | 91-1714307 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 801 5th Avenue | ||
| --- | --- | |
| Seattle,WA | 98104 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | FFIV | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
| Item 7.01 | Regulation FD Disclosure. |
|---|
On November 9, 2020, F5 Networks, Inc. (“F5”) issued a press release regarding a preview of F5’s upcoming analyst and investor meeting scheduled for November 18, 2020 (“AIM”) where F5 will provide a strategic overview and updated financial targets. The press release is attached hereto as Exhibit 99.1.
On November 9, 2020, F5 also released the AIM 2020 Preview presentation (“Investor Deck”) which it plans to present at the AIM and use during future meetings with investors, stockholders, and analysts. The Investor Deck is attached hereto as Exhibit 99.2. F5 does not intend to file any update to this investor presentation and the fact that the Investor Deck is being furnished should not be deemed an admission as to the materiality of any information contained in the presentation. The information contained in the Investor Deck is summary information that is intended to be considered in the context of F5’s Securities and Exchange Commission filings and other public announcements that F5 may make, by press release or otherwise, from time to time.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits: |
| --- | --- |
| 99.1 | Press Release, dated November 9, 2020. |
| --- | --- |
| 99.2 | AIM 2020 Preview, dated November 9, 2020 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| F5 NETWORKS, INC. | ||
|---|---|---|
| Date: November 9, 2020 | By: | /s/ Scot Rogers |
| Scot Rogers | ||
| General Counsel and Executive Vice President |
3
Exhibit 99.1
| For more information contact: |
|---|
| Investor Relations |
| Suzanne DuLong |
| (206) 272-7049 |
| s.dulong@f5.com |
| Public Relations |
| Nathan Misner |
| (206) 272-7494 |
| n.misner@f5.com |
F5 Networks Previews Upcoming Analyst and Investor Meeting and Status of
Strategic Transformation
Updates Horizon 2 Targets Including 6% to 7% Total Revenue Growth CAGR and Expanding Operating Margin, Resulting in Double-Digit Non-GAAP EPS Growth
Announces $1 Billion in Total Share Repurchases Across Fiscal Years 2021 and 2022
and Intention to Return 50% of Free Cash Flow Thereafter
SEATTLE, WA – November 9, 2020 – F5 Networks, Inc. (NASDAQ: FFIV) today announced a preview of the Company’s upcoming analyst and investor meeting scheduled for November 18, where the Company will provide a strategic overview and updated financial targets. The Company is making information available ahead of the scheduled meeting to enable a more informed and in-depth review of its accelerating transformation strategy. F5 had originally planned its Analyst and Investor Meeting for March 2020 but postponed the event at the outset of the COVID-19 pandemic.
As the leading multi-cloud application security and delivery provider, F5 is uniquely positioned to pioneer the era of Adaptive Applications and drive significant new growth through its best-in-class application security, delivery, and analytics platform. With a software transformation well ahead of schedule, and a growing recurring revenue base, the company expects to deliver attractive shareholder returns, including a commitment to double-digit non-GAAP EPS growth.
The event will feature presentations from President and Chief Executive Officer, François Locoh-Donou, Chief Financial Officer, Frank Pelzer, and leaders from F5’s portfolio and go-to-market teams, outlining F5’s compelling market opportunity and its mission to solve its customers’ most important application challenges. Mr. Locoh-Donou’s presentation is available for preview under Coming Events in the investor relations section of the Company’s website.
Mr. Locoh-Donou commented, “We have transformed F5 at an unprecedented pace, exceeding our original expectations on total revenue, software growth, software mix, and subscription mix performance. As the only true multi-cloud player serving both traditional and modern applications, we are in a position to pioneer the next phase of application performance innovation in a high growth total addressable market of more than $28 billion in 2023.”
Mr. Locoh-Donou continued, “As shown in our recent results, we have reached an inflection point in our transformation story where operating margins are poised to expand and revenue will accelerate, leading to sustainable double-digit non-GAAP EPS growth. With this momentum, we now fully expect to grow revenue faster than non-GAAP operating expenses. Moreover, the success of our transformation and resiliency of our business through the pandemic thus far has affirmed a confidence in our position to accelerate our return of capital to shareholders.”
Highlights of F5’s presentation will include a Horizon 2 (fiscal years 2021 - 2022) outlook that includes:
| • | Total revenue growth CAGR between 6% to 7% |
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| • | Software revenue growth CAGR of 35% to 40% |
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| • | Software representing at least 50% of product revenue by fiscal year 2022 |
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| • | Non-GAAP operating margin between 31% to 32% in fiscal year 2021, and between 32% to 34% in fiscal year 2022 |
| --- | --- |
| • | Double-digit non-GAAP EPS growth |
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| • | Commitment to achieving “Rule of 40” where total revenue growth plus non-GAAP operating margins will total at least 40 by fiscal year 2022 |
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The company is also setting long-term (circa 2025) targets, which include:
| • | Total revenue growth between 8% to 9% |
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| • | Software revenue growth of more than 20% |
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| • | Software representing at least 75% of product revenue |
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| • | Non-GAAP operating margin in the mid-30s% |
| --- | --- |
| • | Sustained double-digit non-GAAP EPS growth |
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Other financial and operational highlights that will be discussed include:
| • | Commitment to return $1 billion of capital over the next two years, including the initiation of an accelerated share repurchase of $500 million in fiscal year 2021 |
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| • | Commitment to share repurchases of $500 million in fiscal year 2022 |
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| • | Beginning in FY23, an intention to return 50% of free cash flow to shareholders via share repurchases |
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| • | Successful integration of both the NGINX and Shape acquisitions, including compelling early momentum with fiscal year 2020 revenue growth of 109% and 35% respectively |
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| • | The leading position F5 has achieved in application security with an estimated $750+ million in total non-GAAP security-related revenue including allocation from bundled offerings<br> and services revenue |
| --- | --- |
Analyst and Investor Meeting presentations will begin at approximately 1:00 p.m. ET on November 18, 2020. To attend F5’s virtual Analyst and Investor Meeting webcast with live Q&A, please register at https://investors.f5.com/Investor-Day/default.aspx. Once registered, you will receive an email with information about how to access the webcast. Please note, all participants must register in advance.
The event replay will be available following the live event webcast on the investor relations portion of F5’s website.
Forward Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding the continuing strength and momentum of F5's business, future financial performance, projected and target revenue, revenue mix, revenue growth rates and earnings ranges, income, earnings per share, share amounts and share price assumptions, share repurchases, demand for application delivery networking, application delivery services, security, and software products, expectations regarding future services and products, expectations regarding future customers, markets and the benefits of products, and other statements that are not historical facts and which are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors. Such forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance or achievements of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the impact of the COVID-19 global pandemic including but not limited to the advantages of incumbency in an uncertain environment, caution in spending patterns in the most severely impacted verticals, delays in orders in some impacted regions due to COVID-19 impacts; prolonged face-to-face sales engagement delaying some new strategic projects; customer acceptance of our new security, application delivery, optimization, and software and SaaS offerings; the timely development, introduction and acceptance of additional new products and features by F5 or its competitors; F5 may not realize the financial and strategic goals that are contemplated through its acquisitions, including Shape and NGINX, and F5 may not successfully operate and integrate newly-acquired businesses appropriately or as expected; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into F5’s markets, and new product and marketing initiatives by our competitors; increased sales discounts; uncertain global economic conditions, including those related to COVID-19, which may result in reduced customer demand for our products and services and changes in customer payment patterns; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; litigation involving patents, intellectual property, shareholder and other matters, and governmental investigations; natural catastrophic events; F5's ability to sustain, develop and effectively utilize distribution relationships; F5's ability to attract, train and retain qualified product development, marketing, sales, professional services and customer support personnel; F5's ability to expand in international markets; the unpredictability of F5's sales cycle; F5’s share repurchase program; future prices of F5's common stock; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results, performance or achievements to vary from expectations. The financial information contained in this presentation should be read in conjunction with the consolidated financial statements and notes thereto included in F5’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. All forward-looking statements in this presentation are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. F5 assumes no obligation to revise or update these forward-looking statements.
Use of Non-GAAP Measures
All forward-looking non-GAAP measures included in the outlook exclude estimates for amortization of intangible assets, share-based compensation expenses, significant effects of tax legislation and judicial or administrative interpretation of tax regulations, including the impact of income tax reform, non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions, and do not include the impact of any future acquisitions or divestitures, acquisition-related charges and write-downs, restructuring charges, facility exit costs, or other non-recurring charges that may occur in the period. F5 is unable to provide a reconciliation of non-GAAP earnings guidance measures to corresponding U.S. generally accepted accounting principles or GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the foregoing items that have been excluded. Material changes to any one of these items could have a significant effect on our guidance and future GAAP results. Certain exclusions, such as amortization of intangible assets and share-based compensation expenses, are generally incurred each quarter, but the amounts have historically varied and may continue to vary significantly from quarter to quarter.
Management believes that non-GAAP net income per share provides useful supplemental information to management and investors regarding the performance of the company’s core business operations and facilitates comparisons to the company’s historical operating results. Although F5’s management finds this non-GAAP measure to be useful in evaluating the performance of the core business, management’s reliance on this measure is limited because items excluded from such measures could have a material effect on F5’s earnings and earnings per share calculated in accordance with GAAP. Therefore, F5’s management will use its non-GAAP earnings and earnings per share measures, in conjunction with GAAP earnings and earnings per share measures, to address these limitations when evaluating the performance of the company’s core business. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP.
F5 believes that presenting its non-GAAP measures of earnings and earnings per share provides investors with an additional tool for evaluating the performance of the company’s core business and is used by management in its own evaluation of the company’s performance. Investors are encouraged to look at GAAP results as the best measure of financial performance. However, while the GAAP results are more complete, the company provides investors these supplemental measures since, with reconciliation to GAAP, it may provide additional insight into the company’s operational performance and financial results.
About F5
F5 (NASDAQ: FFIV) is a multi-cloud application security and delivery company that enables our customers—which include the world’s largest enterprises, financial institutions, service providers, and governments—to bring extraordinary digital experiences to life. 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 is a trademark or service mark of F5 Networks, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.
Source: F5 Networks
Exhibit 99.2
Event Preview – November 9, 2020
Forward-looking statements This presentation contains forward-looking statements including, among other things, statements regarding the continuing strength and momentum of F5's business, future financial performance, projected and target revenue, revenue mix, revenue growth rates and earnings ranges, income, earnings per share, share amounts and share price assumptions, share repurchases, demand for application delivery networking, application delivery services, security, and software products, expectations regarding future services and products, expectations regarding future customers, markets and the benefits of products, and other statements that are not historical facts and which are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors. Such forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance or achievements of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the impact of the COVID-19 global pandemic including but not limited to the advantages of incumbency in an uncertain environment, caution in spending patterns in the most severely impacted verticals, delays in orders in some impacted regions due to COVID-19 impacts; prolonged face-to-face sales engagement delaying some new strategic projects; customer acceptance of our new security, application delivery, optimization, and software and SaaS offerings; the timely development, introduction and acceptance of additional new products and features by F5 or its competitors; F5 may not realize the financial and strategic goals that are contemplated through its acquisitions, including Shape and NGINX, and F5 may not successfully operate and integrate newly-acquired businesses appropriately or as expected; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into F5’s markets, and new product and marketing initiatives by our competitors; increased sales discounts; uncertain global economic conditions, including those related to COVID-19, which may result in reduced customer demand for our products and services and changes in customer payment patterns; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; litigation involving patents, intellectual property, shareholder and other matters, and governmental investigations; natural catastrophic events; F5's ability to sustain, develop and effectively utilize distribution relationships; F5's ability to attract, train and retain qualified product development, marketing, sales, professional services and customer support personnel; F5's ability to expand in international markets; the unpredictability of F5's sales cycle; F5’s share repurchase program; future prices of F5's common stock; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results, performance or achievements to vary from expectations. The financial information contained in this presentation should be read in conjunction with the consolidated financial statements and notes thereto included in F5’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. All forward-looking statements in this presentation are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. F5 assumes no obligation to revise or update these forward-looking statements.
Use of non-GAAP Unless otherwise indicated in the presentation, all financial measures are presented on a non-GAAP basis. Available GAAP measures are being provided in the following reconciliation tables for comparison. All forward-looking non-GAAP measures included in the outlook exclude estimates for amortization of intangible assets, share-based compensation expenses, significant effects of tax legislation and judicial or administrative interpretation of tax regulations, including the impact of income tax reform, non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions, and do not include the impact of any future acquisitions or divestitures, acquisition-related charges and write-downs, restructuring charges, facility exit costs, or other non-recurring charges that may occur in the period. F5 is unable to provide a reconciliation of non-GAAP earnings guidance measures to corresponding U.S. generally accepted accounting principles or GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the foregoing items that have been excluded. Material changes to any one of these items could have a significant effect on our guidance and future GAAP results. Certain exclusions, such as amortization of intangible assets and share-based compensation expenses, are generally incurred each quarter, but the amounts have historically varied and may continue to vary significantly from quarter to quarter.F5’s management evaluates and makes operating decisions using various operating measures. These measures are generally based on the revenues of its products, services operations, and certain costs of those operations, such as cost of revenues, research and development, sales and marketing and general and administrative expenses. One such measure is GAAP net income excluding, as applicable, stock-based compensation, amortization of purchased intangible assets, acquisition-related charges, net of taxes, restructuring charges, facility-exit costs, significant litigation and other contingencies and certain non-recurring tax expenses and benefits, which is a non-GAAP financial measure under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. This measure of non-GAAP net income is adjusted by the amount of additional taxes or tax benefit that the company would accrue if it used non-GAAP results instead of GAAP results to calculate the company’s tax liability. Management believes that non-GAAP net income per share provides useful supplemental information to management and investors regarding the performance of the company’s core business operations and facilitates comparisons to the company’s historical operating results. Although F5’s management finds this non-GAAP measure to be useful in evaluating the performance of the core business, management’s reliance on this measure is limited because items excluded from such measures could have a material effect on F5’s earnings and earnings per share calculated in accordance with GAAP. Therefore, F5’s management will use its non-GAAP earnings and earnings per share measures, in conjunction with GAAP earnings and earnings per share measures, to address these limitations when evaluating the performance of the company’s core business. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP.F5 believes that presenting its non-GAAP measures of earnings and earnings per share provides investors with an additional tool for evaluating the performance of the company’s core business and is used by management in its own evaluation of the company’s performance. Investors are encouraged to look at GAAP results as the best measure of financial performance. However, while the GAAP results are more complete, the company provides investors these supplemental measures since, with reconciliation to GAAP, it may provide additional insight into the company’s operational performance and financial results.
GAAP to non-GAAP reconciliation The non-GAAP adjustments, and F5's basis for excluding them from non-GAAP financial measures, are outlined below: Acquisition-related write-downs of assumed deferred revenue. Included in its GAAP financial statements, F5 records acquisition-related write-downs of assumed deferred revenue to fair value, which results in lower recognized revenue over the term of the contract. F5 includes revenue associated with acquisition-related write-downs of assumed deferred revenue in its non-GAAP financial measures as management believes it provides a more accurate depiction of revenue arising from our strategic acquisitions. Stock-based compensation. Stock-based compensation consists of expense for stock options, restricted stock, and employee stock purchases through the company’s ESPP. Although stock-based compensation is an important aspect of the compensation of F5’s employees and executives, management believes it is useful to exclude stock-based compensation expenses to better understand the long-term performance of the company’s core business and to facilitate comparison of the company’s results to those of peer companies.Acquisition-related charges, net. F5 does not acquire businesses on a predictable cycle and the terms and scope of each transaction can vary significantly and are unique to each transaction. F5 excludes acquisition-related charges from its non-GAAP financial measures to provide a useful comparison of the company’s operating results to prior periods and to its peer companies. Acquisition-related charges consist of planning, execution and integration costs incurred directly as a result of an acquisition. Restructuring charges. F5 has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and costs associated with exiting facility lease commitments. F5 excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.Amortization of purchased intangible assets. Purchased intangible assets are amortized over their estimated useful lives and generally cannot be changed or influenced by management after the acquisition. Management does not believe these charges accurately reflect the performance of the company’s ongoing operations, therefore, they are not considered by management in making operating decisions. However, investors should note that the use of intangible assets contributed to F5’s revenues earned during the periods presented and will contribute to F5’s future period revenues as well. Facility-exit costs. In fiscal year 2019, F5 relocated its headquarters in Seattle, Washington, and recorded charges in connection with this facility exit as well as other non-recurring lease activity. These charges are not representative of ongoing costs to the business and are not expected to recur. As a result, these charges are being excluded to provide investors with a more comparable measure of costs associated with ongoing operations.For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the Appendix of this presentation.
Pioneering the Adaptive Applications Era François Locoh-DonouChief Executive Officer
How have we done since our 2018 Analyst and Investor Meeting Systems Growth Rate Operating Margin & EPS Growth 1 Software transformation ahead of schedule 2 Security business is a scale leader in Application Security 3 Recurring revenue to support growthand earnings power 4 On track to deliver sustainable double-digit non-GAAP EPS growth in original 2018 AIM timeframe STRATEGY PROOF-POINTS – BUSINESS IS AT AN INFLECTION POINT Subscription Mix Software Growth Rate Software Mix Total Revenue
All businesses will need to deliver apps that engage and amaze. We call these adaptive applications. We will lead in this new era through our unique position in application security, delivery and analytics. We are transforming our business at an unprecedented pace, driving top-line growth acceleration. We are positioned for, and committed to, sustainable double-digit EPS growth
All businesses will need to deliver apps that engage and amaze. We call these adaptive applications. We will lead in this new era through our unique position in application security, delivery and analytics. We are transforming our business at an unprecedented pace, driving top-line growth acceleration. We are positioned for, and committed to, sustainable double-digit EPS growth
Consumers expect a rich application experience Products, services or company names referenced herein may be trademarks of their respective owners with no endorsement or affiliation, express or implied
Today’s digital experiences are often stitched together from multiple application data paths spanning on-prem to edge ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE END-USER APPLICATION BUSINESS LOGIC APPLICATION BUSINESS LOGIC APPLICATION BUSINESS LOGIC APPLICATION DATA PATHS
Most digital experiences are comprised of a blend of traditional and modern applications DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS APPLICATION DATA PATHS ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD
Along each data path, there are a set of application technologies required for securing and delivering the app Web appfirewall Secure access App/webserver Anti-fraud& anti-bot Denial ofservice Ingresscontroller API gateway Load balancer APPLICATION SECURITY APPLICATION DELIVERY Application business logic End-user Application security and delivery needs for modern and traditional apps are different
Inconsistency of technologies across environments is creating unsustainable technical and operational debt DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE END-USER Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD
Manual stitching together is not fast or scalable, and it leaves organizations vulnerable DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE END-USER Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY MODERN APPS TRADITIONAL & MODERN APPS MODERN & TRADITIONAL APPS ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD
The attack surface and the sophistication of attacks has increased ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE END-USER Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY MODERN APPS TRADITIONAL & MODERN APPS MODERN & TRADITIONAL APPS ATTACKERS ATTACKERS ATTACKERS Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY ATTACKERS
Rich telemetry is trapped in silos, limiting insights into app performance and the end-user’s digital experience ON-PREMISES DATA CENTER OR COLOCATION PUBLICCLOUD DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY TELEMETRY TELEMETRY TELEMETRY TELEMETRY ATTACKERS ATTACKERS ATTACKERS ATTACKERS Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY
The digital experience enabled through today’s rich applications is now table stakes. But what lies beneath is complex, vulnerable, and fragile. Current state is untenable.
APPLICATION INSIGHTS PUBLICCLOUD ON-PREMISES DATA CENTER OR COLOCATION DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY ATTACKERS ATTACKERS ATTACKERS END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS TELEMETRY TELEMETRY TELEMETRY TELEMETRY ATTACKERS We see a world where our customers' app portfolios adapt to environmental changes
APPLICATION INSIGHTS PUBLICCLOUD ON-PREMISES DATA CENTER OR COLOCATION DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE An adaptive app automates redundant processes for greater efficiencies Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY ATTACKERS ATTACKERS ATTACKERS END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS TELEMETRY TELEMETRY TELEMETRY TELEMETRY ATTACKERS We see a world where our customers' app portfolios adapt to environmental changes
APPLICATION INSIGHTS PUBLICCLOUD ON-PREMISES DATA CENTER OR COLOCATION DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE An adaptive app automates redundant processes for greater efficiencies It protects itself, securing all points of vulnerability Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS TELEMETRY TELEMETRY TELEMETRY TELEMETRY We see a world where our customers' app portfolios adapt to environmental changes
APPLICATION INSIGHTS PUBLICCLOUD ON-PREMISES DATA CENTER OR COLOCATION DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE An adaptive app automates redundant processes for greater efficiencies It protects itself, securing all points of vulnerability Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS TELEMETRY TELEMETRY TELEMETRY TELEMETRY We see a world where our customers' app portfolios adapt to environmental changes It expands and contracts based on performance needs
APPLICATION INSIGHTS PUBLICCLOUD ON-PREMISES DATA CENTER OR COLOCATION DEVICE OR BROWSER EDGE DIGITAL EXPERIENCE An adaptive app automates redundant processes for greater efficiencies It protects itself, securing all points of vulnerability Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot Secure access Web appfirewall APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Ingresscontroller Denial ofservice API gateway Load balancer App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY Web appfirewall Secure access Denial ofservice API gateway App/webserver Anti-fraud& anti-bot APPLICATION SECURITY APPLICATION DELIVERY END-USER MODERN APPS MODERN & TRADITIONAL APPS TRADITIONAL & MODERN APPS TELEMETRY TELEMETRY TELEMETRY TELEMETRY We see a world where our customers' app portfolios adapt to environmental changes It expands and contracts based on performance needs And, by mining all these data points, it gets smarter, insightful, becomes self-healing, and evolves even more quickly
There are four key requirements to enable adaptive apps Simplify traditional app delivery for multi-cloud Enable modern app delivery at scale Secure every app anywhere Multi-cloud application security and delivery technologies Unlock the value of app insights 1 2 3 4
All businesses will need to deliver apps that engage and amaze. We call these adaptive applications. We will lead in this new era through our unique position in application security, delivery and analytics. We are transforming our business at an unprecedented pace, driving top-line growth acceleration. We are positioned for, and committed to, sustainable double-digit EPS growth
As we evolve, we remain focused on our original purpose: solving our customers’ most important application challenges Load Balancer 1996 – 2004 Scale websites ApplicationDelivery Controller 2005 – 2015 Scale and secure mission-critical applications Multi-cloud Application Security & Delivery The Next Evolution Scale, secure, and AI-optimize traditional and modern applications
We have assembled a unique portfolio of assets to deliver adaptive applications Multi-cloud application security and delivery technologies Simplify traditional app delivery for multi-cloud Enable modern app delivery at scale Secure every app anywhere Unlock the value of app insights 1 2 3 4 BIG-IP Organic + F5 Security + Organic +
IN MARCH 2018, We said we would extend our reach and expand our role 2019 Future Base Serverless Containers Private cloud Public cloud On premises TrafficManagement WAF,DDoS,Identity ApplicationAnalytics Security NewApplicationServices Role: We Make Apps Go Faster, Smarter, Safer Reach: Every App, Anywhere Modern apps Traditional apps
$1.8BTAM $3.5BTAM $8.3BTAM We have built the broadest available app services portfolio to dramatically expand our addressable market App Security App Insights App Delivery Simplify traditional app delivery for multi-cloud environments Enable modern app delivery at scale Secure every app anywhere Unlock the value of app insights Traditional apps Modern apps BIG-IP F5 Security Aspen Mesh Source: FY2020 TAM, IDC and F5 Strategy judged Reach Role 2020 ~$14BTotal TAM 2020
$2.0BTAM4% CAGR $7.6BTAM+30% CAGR $14.8BTAM+21% CAGR 2023 $3.1BTAM+1,358% CAGR ~$28BTotal TAM by 2023 $1.8BTAM $3.5BTAM $8.3BTAM We have assembled the only portfolio that can deliver on the opportunity of adaptive applications App Security App Insights App Delivery Simplify traditional app delivery for multi-cloud environments Enable modern app delivery at scale Secure every app anywhere Unlock the value of app insights Traditional apps Modern apps BIG-IP F5 Security Aspen Mesh Source: FY2020 TAM, IDC and F5 Strategy judged Reach Role 2020 ~$14BTotal TAM 2020
Accelerate Pivot to Software and Subscription Expand Reach with Security Buyers Enhance Vertical Specialization Current Business Current Business Deepen Public Cloud Partnerships Focus with Data-driven,Targeted Outreach New Buyerswith Expanded Portfolio We have recast our go-to-market approach to capitalize on the adaptive applications opportunity
16-mos post acquisition, FY20 Revenue Growth, FY19 to FY20 ~109%1 Growth in Average Deal Size +57% Growth in Number of Paid Subscription Customers +23% Innovation Velocity 3 major new solutions launched Portfolio Integration Security on NGINX, app visibility and management Go-to-market Velocity Fully mapped to F5 sales on a district level We are driving momentum 1Based on GAAP revenues for NGINX in F5’s fiscal FY19 and FY20. Pre-acquisition revenue is unaudited. Includes revenues recognized pre- and post-acquisition.
8-mos post acquisition, FY20 Non-GAAP Revenue & ARR Growth, FY19 to FY20 (ratable subscription business) 35%1 & 44% Growth in Average Deal Size +47% Addition of New Customers +15% Innovation Velocity 2 new products launched Portfolio Integration Integrated with BIG-IP & Silverline Go-to-market Velocity Global F5 sales force is Shape-enabled We are driving momentum 1See appendix for GAAP to non-GAAP reconciliation.
All businesses will need to deliver apps that engage and amaze. We call these adaptive applications. We will lead in this new era through our unique position in application security, delivery and analytics. We are transforming our business at an unprecedented pace, driving top-line growth acceleration. We are positioned for, and committed to, sustainable double-digit EPS growth
There are three key indicators for our long-term success Software TransformationSoftware contributes the majority of product revenue Software SubscriptionSoftware subscription is 80%+ of software revenue Operating DisciplineOperating model is balanced by our guiding principle of the “Rule of 40”(revenue growth + non-GAAP operating margin = 40)
Our software transformation is outpacing our expectations FY17-20 NON-GAAP REVENUE CAGR 1Comprises term license subscriptions, utility, and as-a-Service offerings. See appendix for GAAP to non-GAAP reconciliation. Software1 Mix Trends(% of Non-GAAP Product Revenue) 44%
In only three years, F5’s software transformation is substantially outpacing other companies 1F5 percentage is as a percent of non-GAAP product revenue. See appendix for GAAP to non-GAAP reconciliation.Source: Company filings. Softwareas % Product Revenue 35%1FY20 Mix 37%FY20 Mix 21%FY13 Mix 5%FY14 Mix 11 Years(FY03 – FY14) 8 Years(FY05 – FY13) 3 Years(FY17 – FY20E) 13 Years(FY07 – FY20E) Post-Transformation / Current Software Mix Pre-Transformation Software Mix Transformation Time Horizon
Our revenue quality is improving with software subscription growth FY17-20 NON-GAAP REVENUE CAGR 1Comprises standalone software, including term-license subscriptions, utility, and as-a-Service offerings. See appendix for GAAP to non-GAAP reconciliation. Software Subscription1 Mix(% of Non-GAAP Software Revenue) 120%
We are a sizable and growing application security player 1 Comprises standalone security offerings including systems, standalone software licenses and security subscription services. See appendix for GAAP to non-GAAP reconciliation. Standalone Security1 Mix(% of Non-GAAP Product Revenue) FY17-20 NON-GAAP REVENUE CAGR 31%
1Includes standalone products, Shape Security, Silverline, attached security, and security services. See appendix for GAAP to non-GAAP reconciliation. Total Non-GAAP Security Revenue FY2020 >$750M >$350M Security Services Revenue (28-30% of ~$1.3B) ~$275M Standalone Security Product Revenue ~$125M Attached Security Revenue In fact…we are one of the top two application security players today 1
Evolution of Non-GAAP Operating Margins We have made deliberate investments to drive our transformation while maintaining a focus on operating discipline FY1836.1% Long TermMid 30’s% FY2030.4% Accelerated Organic Software TransformationNew offerings: per-app vADC, automation, orchestration, cloud integrations Domain expertise for consumption models: SaaS, subscriptions, utilityExpanded Security and Service Provider product portfolioIntegration and Acceleration of Inorganic InvestmentsNGINX platform maturity acceleration (NGINX Controller and security)Shape and NGINX go-to-market | ©2020 F5 40 Analysis does not incorporate contribution to operating margin expansion from product margin improvement related to increased mix of software revenue Organic and inorganic investments above run-rate Cost reduction initiatives Net impact to Non-GAAP Operating Income +$100 Last Three Years: Deliberate InvestmentsAnnualized $ in USD millions Next Five Years: Realize Operating Margin LeverageAnnualized $ in USD millions Incremental investments above run-rate Incremental impact of cost reduction initiatives Incremental net impact to Non-GAAP Operating Income ($230) +$100 ($130) +$120 +$140 – $160 ($20 – $40) ~$250 millionCumulative FY18 – FY25 annualized cost reductions
We are poised to achieve significant annualized cost reductions over the next five years Corporate / Company Wide COGS / Gross Margin Research and Development Sales and Marketing Enacted two significant staff reductions (~10%) in past 3 yearsLeverage low-cost locations and automationExecute acquisition synergies Shift manufacturing to Mexico to reduce freight/logistics costsKnowledge management to increase call deflection ratesRenegotiate spend with largest suppliers Rebalancing R&D resources across high-cost/low-cost locationsStreamlining organizational seniority pyramid Grow low-cost/Inside Sales ModelAdjust sales incentives and partner programs Cost reduction initiatives Functional area Incremental Efficiency (FY21 & beyond) Leverage AI/Automation to improve Sales ProductivityLeverage customer success to reduce subscription renewal costEmbrace work-from-home to reduce facilities costs and travel ~$100millionAnnualized savings to date + ~$150 millionAdditional annualized savings expected
FY20A Horizon 2 (FY21-22) Long-Term Targets (circa 2025) Software growth 52% 35% to 40% CAGR >20% Software % of product revenue 35% >50% >75% Systems growth -10% High-to-mid single-digit decline High-to-mid single-digit decline Services growth 5% Low single-digit growth Low single-digit growth to flat Total revenue growth 5%* 6% to 7% CAGR 8% to 9% Non-GAAP gross margin 85% ~85% Mid-to-upper 80s% Non-GAAP operating margin 30% FY21: 31% to 32%FY22: 32% to 34% Mid 30s% Non-GAAP EPS / growth $9.37 Double-digit growth Double-digit growth “Rule of 40” (revenue growth + non-GAAP operating margin) Achieve in Horizon 2 At a minimum, maintain “Rule of 40” * FY20 revenue growth on a non-GAAP basis to adjust for purchase accounting effect on Shape revenue. Our position, strategy and execution is poised to deliver double-digit EPS growth
There are three key indicators for our long-term success Driving double-digit EPS growth Software TransformationSoftware contributes the majority of product revenue Software SubscriptionSoftware subscription is 80%+ of software revenue Operating ModelOperating model is balanced by our guiding principle of the “Rule of 40”(revenue growth + non-GAAP operating margin = 40) Driving double-digit non-GAAP EPS growth
During FY21, we are committed to accelerated share repurchases of $500 millionDuring FY22, we are committed to $500 million in share repurchasesBeginning in FY23, we intend to return 50% of free cash flow to shareholders via share repurchases We expect to pursue targeted M&A which accelerates our Adaptive Applications vision and topline momentum We expect to create operating leverage through F5 scale and infrastructureOur Horizon 2 non-GAAP operating margin and EPS guidance will not be negatively impacted by any potential M&A We are committed to returning capital to shareholders We expect M&A to support our Adaptive Applications strategy We will take a balanced approach to capital deployment
All businesses will need to deliver apps that engage and amaze. We call these adaptive applications. We will lead in this new era through our unique position in application security, delivery and analytics. We are transforming our business at an unprecedented pace, driving top-line growth acceleration. We are positioned for, and committed to, sustainable double-digit EPS growth
| ©2019 F5 47 Appendix
GAAP to non-GAAP Reconciliation (Amounts in Thousands) FY17 FY18 FY19 FY20 GAAP revenue $2,090,041 $2,161,407 $2,242,447 $2,350,822 Acquisition-related write-downs of assumed deferred revenue $0 $0 $0 $6,824 Non-GAAP revenue $2,090,041 $2,161,407 $2,242,447 $2,357,646 GAAP gross profit $1,736,556 $1,799,926 $1,885,870 $1,942,935 Stock-based compensation $21,435 $21,122 $20,385 $25,470 Amortization of purchased intangible assets $9,372 $7,973 $7,653 $23,814 Facility-exit costs $0 $352 $3,520 $2,300 Acquisition-related charges $0 $0 $0 $127 Total adjustments to gross profit $30,807 $29,447 $31,558 $51,711 Non-GAAP gross profit $1,767,363 $1,829,373 $1,917,428 $2,001,470 Non-GAAP gross margin 84.6% 84.6% 85.5% 84.9%
GAAP to non-GAAP Reconciliation (Amounts in Thousands) FY17 FY18 FY19 FY20 GAAP operating expense $1,172,600 $1,209,027 $1,367,407 $1,550,668 Stock-based compensation — sales and marketing $69,655 $61,533 $69,477 $88,446 Stock-based compensation — research and development $53,399 $47,327 $40,886 $50,271 Stock-based compensation — general and administrative $30,837 $27,873 $32,166 $37,762 Amortization of purchased intangible assets — sales and marketing $1,006 $1,007 $2,083 $8,612 Amortization of purchased intangible assets — general and administrative $1,893 $2,100 $2,110 $2,178 Facility-exit costs — sales and marketing $0 $630 $7,470 $5,100 Facility-exit costs — research and development $0 $1,247 $9,994 $5,257 Facility-exit costs — general and administrative $0 $285 $7,816 $3,944 Acquisition-related charges — sales and marketing $0 $0 $6,551 $13,703 Acquisition-related charges — research and development $0 $0 $16,321 $2,838 Acquisition-related charges — general and administrative $0 $0 $18,870 $39,815 Impairment charges — general and administrative $0 $0 $6,273 $0 Restructuring charges $12,718 $18,426 $0 $7,800 Litigation expense $391 $0 $0 $0 Total adjustments to operating expenses $169,899 $160,428 $220,017 $265,726 Non-GAAP Operating Expense $1,002,701 $1,048,599 $1,147,390 $1,284,942
GAAP to non-GAAP Reconciliation (Amounts in Thousands except per share data) FY17 FY18 FY19 FY20 GAAP operating income $563,956 $590,899 $518,463 $392,267 Total adjustments related to revenue $0 $0 $0 $6,824 Total adjustments related to gross profit $30,807 $29,447 $31,558 $51,711 Total adjustments related to operating expense $169,899 $160,428 $220,017 $265,726 Total adjustments related to income from operations $200,706 $189,875 $251,575 $324,261 Non-GAAP income from operations $764,662 $780,774 $770,038 $716,528 GAAP net income $420,761 $453,689 $427,734 $307,441 Total adjustments to revenue $0 $0 $0 $6,824 Total adjustments to gross profit $30,807 $29,447 $31,558 $51,711 Total adjustments operating expenses $169,899 $160,428 $220,017 $265,726 Gain on sale of patent $0 ($534) $0 $0 Exclude tax effect on above items ($57,532) ($49,557) ($53,048) ($56,726) Tax on deemed repatriation of undistributed foreign earnings $0 $7,000 $0 $0 Remeasurement of net deferred tax assets due to change in US tax rate $0 $11,584 $0 $0 Non-recurring foreign tax credit benefit ($21,000) $0 $0 $0 Total Non-GAAP adjustments $122,174 $158,368 $198,527 $267,535 Non-GAAP net income $542,935 $612,057 $626,261 $574,976 Weighted average basic common shares outstanding 64,173 61,262 60,044 60,911 Weighted average dilutive potential common shares outstanding 64,775 62,013 60,456 61,378 GAAP diluted net income per common share $6.50 $7.32 $7.08 $5.01 Non-GAAP diluted net income per common share $8.38 $9.87 $10.36 $9.37