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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 000-26041
F5, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1714307
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
801 5th Avenue
Seattle, Washington 98104
(Address of principal executive offices and zip code)
(206) 272-5555
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFFIVNASDAQ Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer   Accelerated Filer 
Non-accelerated Filer 
  (Do not check if a smaller reporting company)
  Smaller Reporting Company 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares outstanding of the registrant’s common stock as of January 30, 2025 was 57,652,256.


F5, INC.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended December 31, 2024
Table of Contents
 


PART I. FINANCIAL INFORMATION
 
Item 1.Financial Statements
F5, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
 
December 31,
2024
September 30,
2024
ASSETS
Current assets
Cash and cash equivalents$1,150,907 $1,074,602 
Accounts receivable, net of allowances of $4,955 and $4,585
484,989 389,024 
Inventories73,239 76,378 
Other current assets632,893 569,467 
Total current assets2,342,028 2,109,471 
Property and equipment, net149,979 150,943 
Operating lease right-of-use assets198,206 178,180 
Long-term investments11,177 8,580 
Deferred tax assets378,334 365,951 
Goodwill2,312,362 2,312,362 
Other assets, net508,555 487,517 
Total assets$5,900,641 $5,613,004 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$53,611 $67,894 
Accrued liabilities316,369 300,076 
Deferred revenue1,217,664 1,121,683 
Total current liabilities1,587,644 1,489,653 
Deferred tax liabilities7,702 7,179 
Deferred revenue, long-term728,596 676,276 
Operating lease liabilities, long-term242,872 215,785 
Other long-term liabilities98,076 94,733 
Total long-term liabilities1,077,246 993,973 
Commitments and contingencies (Note 8)
Shareholders' equity
Preferred stock, no par value; 10,000 shares authorized, no shares issued and outstanding
  
Common stock, no par value; 200,000 shares authorized, 58,132 and 58,094 shares issued and outstanding
9,461 5,889 
Accumulated other comprehensive loss(24,199)(20,912)
Retained earnings3,250,489 3,144,401 
Total shareholders' equity3,235,751 3,129,378 
Total liabilities and shareholders' equity$5,900,641 $5,613,004 
The accompanying notes are an integral part of these consolidated financial statements.

4

F5, INC.
CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share amounts)
 
Three months ended
December 31,
 20242023
Net revenues
Products$368,497 $305,859 
Services397,992 386,738 
Total766,489 692,597 
Cost of net revenues
Products82,836 82,708 
Services57,674 53,681 
Total140,510 136,389 
Gross profit625,979 556,208 
Operating expenses
Sales and marketing206,035 198,927 
Research and development130,518 119,575 
General and administrative73,023 64,718 
Restructuring charges11,321 8,472 
Total420,897 391,692 
Income from operations205,082 164,516 
Other income, net3,962 9,882 
Income before income taxes209,044 174,398 
Provision for income taxes42,599 36,016 
Net income$166,445 $138,382 
Net income per share — basic$2.85 $2.34 
Weighted average shares — basic58,305 59,122 
Net income per share — diluted$2.82 $2.32 
Weighted average shares — diluted59,058 59,653 
The accompanying notes are an integral part of these consolidated financial statements.

5

F5, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
 
Three months ended
December 31,
 20242023
Net income$166,445 $138,382 
Other comprehensive (loss) income:
Foreign currency translation adjustment(3,287)2,504 
Available-for-sale securities:
Unrealized gains on securities, net of taxes of $0 and $12 for the three months ended December 31, 2024 and 2023, respectively
 49 
Net change in unrealized gains on available-for-sale securities, net of tax 49 
Total other comprehensive (loss) income(3,287)2,553 
Comprehensive income$163,158 $140,935 
The accompanying notes are an integral part of these consolidated financial statements.

6

F5, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(unaudited, in thousands)

 Common StockAccumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Shareholders’
Equity
 SharesAmount
Three months ended December 31, 2023
Balances, September 30, 202359,207 $24,399 $(23,221)$2,799,054 $2,800,232 
Exercise of employee stock options14 408 — — 408 
Issuance of stock under employee stock purchase plan188 21,468 — — 21,468 
Issuance of restricted stock355 — — —  
Repurchase of common stock, including excise taxes(922)(77,099)— (74,139)(151,238)
Taxes paid related to net share settlement of equity awards(45)(6,830)— — (6,830)
Stock-based compensation— 56,002 — — 56,002 
Net income— — — 138,382 138,382 
Other comprehensive income— — 2,553 — 2,553 
Balances, December 31, 202358,797 $18,348 $(20,668)$2,863,297 $2,860,977 
Three months ended December 31, 2024
Balances, September 30, 202458,094 $5,889 $(20,912)$3,144,401 $3,129,378 
Exercise of employee stock options13 523 — — 523 
Issuance of stock under employee stock purchase plan164 23,172 — — 23,172 
Issuance of restricted stock408 — — —  
Repurchase of common stock, including excise taxes(490)(64,663)— (60,357)(125,020)
Taxes paid related to net share settlement of equity awards(57)(13,368)— — (13,368)
Stock-based compensation— 57,908 — — 57,908 
Net income— — — 166,445 166,445 
Other comprehensive loss— — (3,287)— (3,287)
Balances, December 31, 202458,132 $9,461 $(24,199)$3,250,489 $3,235,751 
The accompanying notes are an integral part of these consolidated financial statements.

7

F5, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 Three months ended
December 31,
 20242023
Operating activities
Net income$166,445 $138,382 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation57,908 56,002 
Depreciation and amortization22,666 29,266 
Non-cash operating lease costs7,943 8,392 
Deferred income taxes(11,944)(11,203)
Other1,623 722 
Changes in operating assets and liabilities:
Accounts receivable(98,188)(58,713)
Inventories3,139 34 
Other current assets(57,069)(32,164)
Other assets(34,544)2,949 
Accounts payable and accrued liabilities6,554 (13,447)
Deferred revenue148,300 54,990 
Lease liabilities(10,051)(9,892)
Net cash provided by operating activities202,782 165,318 
Investing activities
Purchases of investments(1,900)(1,000)
Maturities of investments 2,913 
Purchases of property and equipment(8,073)(9,048)
Net cash used in investing activities(9,973)(7,135)
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
23,695 21,876 
Payments for repurchase of common stock, including excise taxes(125,010)(150,018)
Taxes paid related to net share settlement of equity awards(13,368)(6,830)
Net cash used in financing activities(114,683)(134,972)
Net increase in cash, cash equivalents and restricted cash78,126 23,211 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,568)2,264 
Cash, cash equivalents and restricted cash, beginning of period1,078,340 800,835 
Cash, cash equivalents and restricted cash, end of period$1,152,898 $826,310 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities$10,851 $12,982 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations$35,084 $4,846 
The accompanying notes are an integral part of these consolidated financial statements.
8

F5, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Summary of Significant Accounting Policies
Description of Business
F5, Inc. (the "Company") is a leading provider of multicloud application security and delivery solutions which enable its customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud. The Company's cloud, software, and hardware solutions enable its customers to deliver digital experiences to their customers faster, reliably, and at scale. The Company's enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multicloud environments, with modules that can run independently, or as part of an integrated solution on its high-performance appliances. In connection with its solutions, the Company offers a broad range of professional services, including consulting, training, maintenance, and other technical support services.
Basis of Presentation
The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for their fair statement in conformity with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
There have been no changes to the Company's significant accounting policies as of and for the three months ended December 31, 2024, except for the accounting policies for investments and fair value of financial instruments, which have been updated to include equity investments with no readily determinable fair value.
Investments
The Company classifies its debt investments as available-for-sale. Debt investments, consisting of money market funds, corporate and municipal bonds and notes, and the United States government and agency securities, are reported at fair value with the related unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses, credit allowances and impairments due to credit losses are included in other income (expense) in the Company’s consolidated income statements. Debt investments with maturities of less than one year or where management’s intent is to use the investments to fund current operations are classified as short-term investments. Debt investments with maturities of greater than one year are classified as long-term investments.
Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments, or measured using net asset value as a practical expedient to fair value and are classified as long-term investments on the Company's consolidated balance sheets. The Company performs a qualitative assessment on a periodic basis and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense) in the Company's consolidated income statements.
Fair Value of Financial Instruments
Short-term and long-term debt investments are recorded at fair value as the underlying securities are classified as available-for-sale with any unrealized gains or losses being recorded to other comprehensive income (loss). The fair value for securities held is determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
9

New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
2. Revenue from Contracts with Customers
Capitalized Contract Acquisition Costs
The table below shows significant movements in capitalized contract acquisition costs (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$66,258 $66,468 
Additional capitalized contract acquisition costs13,223 7,287 
Amortization of capitalized contract acquisition costs(9,134)(9,114)
Balance, end of period$70,347 $64,641 
Amortization of capitalized contract acquisition costs was $9.1 million for each of the three months ended December 31, 2024 and 2023, and is recorded in Sales and Marketing expense in the accompanying consolidated income statements. There was no impairment of any capitalized contract acquisition costs during any period presented.
Contract Balances
Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Company's contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations, or for contracts with customers that contain the Company's unconditional rights to consideration, for which the customer has not been billed. These liabilities are classified as current and non-current deferred revenue.
The table below shows significant movements in the deferred revenue balances (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$1,797,959 $1,775,121 
Amounts added but not recognized as revenues556,919 452,697 
Revenues recognized related to the opening balance of deferred revenue(408,618)(397,708)
Balance, end of period$1,946,260 $1,830,110 
10

Remaining Performance Obligations
Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. The composition of unsatisfied performance obligations consists mainly of deferred service revenue, and to a lesser extent, deferred product revenue, for which the Company has an obligation to perform, and has not yet recognized as revenue in the consolidated financial statements. As of December 31, 2024, the total non-cancelable remaining performance obligations under the Company's contracts with customers was $1.9 billion and the Company expects to recognize revenues on 62.6% of these remaining performance obligations over the next 12 months, 22.7% in year two, and the remaining balance thereafter.
See Note 12, Segment Information, for disaggregated revenue by significant customer and geographic region, as well as disaggregated product revenue by systems and software.
3. Fair Value Measurements
In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances and expands disclosure about fair value measurements.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, essentially the exit price.
The levels of fair value hierarchy are:
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date that the Company has the ability to access.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Unobservable inputs for which there is little or no market data available. These inputs reflect management's assumptions of what market participants would use in pricing the asset or liability.
Level 1 investments are valued based on quoted market prices in active markets and include the Company's cash equivalent investments. Level 2 investments, which include investments that are valued based on quoted prices in markets that are not active, broker or dealer quotations, actual trade data, benchmark yields or alternative pricing sources with reasonable levels of price transparency, include the Company's certificates of deposit, corporate bonds and notes, municipal bonds and notes, U.S. government securities, U.S. government agency securities and international government securities. Fair values for the Company's level 2 investments are based on similar assets without applying significant judgments. In addition, all of the Company's level 2 investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments.
A financial instrument's level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable" requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
11

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company's financial assets measured at fair value on a recurring basis subject to the disclosure requirements at December 31, 2024 and September 30, 2024, were as follows (in thousands):
  Gross Unrealized Classification on Balance Sheet
December 31, 2024Fair Value Level Cost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$488,514 $— $— $488,514 $488,514 $— $— 
Total debt investments$488,514 $ $ $488,514 $488,514 $ $ 
Changes in fair value recorded in other net income (expense)
Equity investments*$11,177 $— $ $11,177 
Total equity investments11,177 —  11,177 
Total investments$499,691 $488,514 $ $11,177 
* Equity investments presented in the table above include investments without readily determinable fair values that are measured at fair value using net asset value ("NAV") as a practical expedient, or are measured at cost with adjustments for observable changes in price or impairments. The equity investments are not classified within the fair value hierarchy.
  Gross Unrealized Classification on Balance Sheet
September 30, 2024Fair Value LevelCost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$437,273 $— $— $437,273 $437,273 $— $— 
Total debt investments$437,273 $ $ $437,273 $437,273 $ $ 
Changes in fair value recorded in other net income (expense)
Equity investments*$8,580 $— $ $8,580 
Total equity investments8,580 —  8,580 
Total investments$445,853 $437,273 $ $8,580 
* The fair value of this equity investment is measured at NAV which approximates fair value and is not classified within the fair value hierarchy.
The Company uses the fair value hierarchy for financial assets and liabilities. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value due to their short-term nature.
Interest income from cash, cash equivalents, and investments was $10.3 million and $7.9 million for the three months ended December 31, 2024 and 2023, respectively. Interest income is included in other income (expense), net on the Company's consolidated income statements. Unrealized losses on investments held for a period greater than 12 months at December 31, 2024 and September 30, 2024 were not material.
The Company invests in debt securities that are rated investment grade. The Company reviews the individual debt securities in its portfolio to determine whether a credit loss exists by comparing the extent to which the fair value is less than the amortized cost and considering any changes to ratings of a debt security by a ratings agency. The Company determined that as of December 31, 2024, there were no credit losses on any investments within its portfolio.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
The Company's non-financial long-lived assets, which include goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. These non-financial assets are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. The Company
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reviews goodwill for impairment annually, during the second quarter of each fiscal year, or as circumstances indicate the possibility of impairment. The Company monitors the carrying value of tangible and intangible long-lived assets for impairment whenever events or changes in circumstances indicate its carrying amount may not be recoverable.
The Company did not recognize any impairment charges related to non-financial long-lived assets for the three months ended December 31, 2024 and 2023.
4. Business Combinations
Fiscal Year 2024 Acquisitions
During the second quarter of fiscal 2024, the Company completed two acquisitions. The acquired assets and assumed liabilities of the acquisitions were not material and the Company recorded $23.6 million of goodwill as a result of the acquisitions. The acquisitions did not have a material impact to the Company's operating results. 
5. Balance Sheet Details
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of the Company's cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company's consolidated statements of cash flows for the periods presented (in thousands):
 December 31,
2024
September 30,
2024
Cash and cash equivalents$1,150,907 $1,074,602 
Restricted cash included in other assets, net1,991 3,738 
Total cash, cash equivalents and restricted cash$1,152,898 $1,078,340 
Inventories
Inventories consist of the following (in thousands):
December 31,
2024
September 30,
2024
Finished goods$29,141 $27,922 
Raw materials44,098 48,456 
$73,239 $76,378 
Other Current Assets
Other current assets consist of the following (in thousands):
December 31,
2024
September 30,
2024
Unbilled receivables$433,929 $401,104 
Prepaid expenses113,416 93,467 
Capitalized contract acquisition costs33,661 32,681 
Other51,887 42,215 
$632,893 $569,467 
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Other Assets
Other assets, net consist of the following (in thousands):
December 31,
2024
September 30,
2024
Intangible assets$101,015 $111,576 
Unbilled receivables303,854 277,965 
Capitalized contract acquisition costs36,685 33,577 
Other67,001 64,399 
$508,555 $487,517 
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 December 31,
2024
September 30,
2024
Payroll and benefits$153,661 $171,571 
Operating lease liabilities, current31,452 33,779 
Income and other tax accruals77,762 45,247 
Other53,494 49,479 
$316,369 $300,076 
Other Long-term Liabilities
Other long-term liabilities consist of the following (in thousands):
December 31,
2024
September 30,
2024
Income taxes payable$88,890 $85,461 
Other9,186 9,272 
$98,076 $94,733 
6. Debt Facilities
Revolving Credit Agreement
On January 31, 2020, the Company entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit Facility"). The Company has the option to increase commitments under the Revolving Credit Facility from time to time, subject to certain conditions, by up to $150.0 million. Historically, borrowings under the Revolving Credit Facility bore interest at a rate equal to, at the Company's option, (a) LIBOR, adjusted for customary statutory reserves, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. On May 26, 2023, the Company amended the Revolving Credit Agreement as a result of the cessation of the LIBOR borrowing reference rate. The amendment modified and directly replaced the LIBOR borrowing reference rate within the Revolving Credit Agreement to the Secured Overnight Financing Rate ("SOFR"). After the amendment, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company's option, (a) SOFR plus 0.10%, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. The Revolving Credit Agreement also requires payment of a commitment fee calculated at a rate per annum of 0.125% to 0.300% depending on the Company's leverage ratio on the undrawn portion of the Revolving Credit Facility. Commitment fees incurred during the three months ended December 31, 2024 and 2023 were not material.
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The Revolving Credit Facility matures on January 31, 2025, at which time any remaining outstanding principal of borrowings under the Revolving Credit Facility is due. The Company has the option to request up to two extensions of the maturity date in each case for an additional period of one year. Among certain affirmative and negative covenants provided in the Revolving Credit Agreement, there is a financial covenant that requires the Company to maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of consolidated total indebtedness to consolidated EBITDA. As of December 31, 2024, the Company was in compliance with all covenants. As of December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility, and the Company had available borrowing capacity of $350.0 million.
7. Leases
The majority of the Company's operating lease payments relate to its corporate headquarters in Seattle, Washington, which includes approximately 515,000 square feet of office space. The lease commenced in April 2019 and expires in 2033 with an option for renewal. The Company also leases additional office and lab space for product development and sales and support personnel in the United States and internationally. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of the Company's operating lease expenses for the three months ended December 31, 2024 and 2023 were as follows (in thousands):
Three months ended
December 31,
 20242023
Operating lease expense$10,007 $10,326 
Short-term lease expense819 695 
Variable lease expense5,592 6,034 
Total lease expense
$16,418 $17,055 
Variable lease expense primarily consists of common area maintenance, real estate taxes and parking expenses.
Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate):
December 31, 2024September 30, 2024
Operating lease right-of-use assets, net$198,206 $178,180 
Operating lease liabilities, current1
31,452 33,779 
Operating lease liabilities, long-term242,872 215,785 
Total operating lease liabilities
$274,324 $249,564 
Weighted average remaining lease term (in years)8.27.9
Weighted average discount rate3.14 %2.94 %
(1)Current portion of operating lease liabilities is included in accrued liabilities on the Company's consolidated balance sheets.
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As of December 31, 2024, the future operating lease payments for each of the next five years and thereafter is as follows (in thousands):
Fiscal Years Ending September 30:Operating Lease
Payments
2025 (remainder)$29,620 
202639,568 
202738,716 
202834,449 
202931,820 
203031,421 
Thereafter109,346 
Total lease payments314,940 
Less: imputed interest(40,616)
Total lease liabilities$274,324 
Operating lease liabilities above do not include sublease income. As of December 31, 2024, the Company expects to receive sublease income of approximately $4.8 million, which consists of $3.1 million to be received for the remainder of fiscal 2025 and $1.7 million to be received in fiscal year 2026.
As of December 31, 2024, the Company had no significant operating leases that were executed but not yet commenced. 
8. Commitments and Contingencies
Guarantees and Product Warranties
In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, resellers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has entered into indemnification agreements with its officers and directors and certain other employees, and the Company's bylaws contain similar indemnification obligations to the Company's agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
The Company offers warranties of one year for its systems product offerings. Additional warranty coverage can be purchased by customers through service maintenance agreements in yearly increments. The Company accrues for warranty costs as part of its cost of sales based on associated material product costs and technical support labor costs. Accrued warranty costs as of December 31, 2024 and September 30, 2024 were not material.
Commitments
In October 2022, the Company entered into an unconditional purchase commitment with one of its suppliers for the delivery of systems components. Under the terms of the agreement, the Company is obligated to purchase $10.0 million of component inventory annually, with a total committed amount of $40.0 million over a four-year term. As of December 31, 2024, the Company had no remaining purchase commitments under the third year of the agreement. The Company's total non-cancelable long-term purchase commitments outstanding as of December 31, 2024 was $10.0 million.
The Company leases its facilities under operating leases that expire at various dates through 2036. There have been no material changes in the Company's lease obligations compared to those discussed in Note 7 to its annual consolidated financial statements.
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Legal Proceedings
Lynwood Investment CY Limited v. F5 Networks et al.
On June 8, 2020, Lynwood Investment CY Limited ("Lynwood") filed a lawsuit in the United States District Court for the Northern District of California ("District Court") against the Company and certain affiliates, along with other defendants. In its complaint, Lynwood claims to be the assignee of all rights and interests of Rambler Internet Holding LLC ("Rambler"), and alleges that the intellectual property in the NGINX software originally released by the co-founder of NGINX in 2004 belongs to Rambler (and therefore Lynwood, by assignment) because the software was created and developed while the co-founder was employed by Rambler. Lynwood asserted 26 causes of action against the various defendants, including copyright infringement, violation of trademark law, tortious interference, conspiracy, and fraud. The complaint sought damages, disgorgement of profits, declarations of copyright and trademark ownership, trademark cancellations, and injunctive relief. Lynwood also initiated several trademark opposition and cancellation proceedings before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, which have all since been suspended.
In August and October 2020, the Company and the other defendants filed motions to dismiss Lynwood’s case. On March 25 and 30, 2021, the District Court granted the Company’s and the other defendants’ motions to dismiss with leave to amend. Lynwood filed its amended complaint on April 29, 2021, seeking the same relief against the Company and other defendants. On May 27, 2021, the Company and other defendants filed a consolidated motion to dismiss.
The District Court granted the consolidated motion to dismiss without leave to amend on August 16, 2022 and entered final judgment against Lynwood on September 9, 2022. Following the District Court’s order granting the consolidated motion to dismiss and final judgment in the Company’s favor, the District Court subsequently granted the Company attorneys' fees of over $0.8 million, which Lynwood appealed to the Ninth Circuit Court of Appeals. The dismissal appeal and the fees appeal were heard by the Ninth Circuit Court of Appeals ("Court of Appeals") on December 7, 2023. On November 7, 2024, the Court of Appeals partially affirmed the dismissal by affirming dismissal of the state law claims and remanding a portion of the copyright claim to the District Court. The Court of Appeals also vacated the fees award because of the remand.
On December 2, 2024, the Court of Appeals issued its mandate returning the matter to the District Court for further proceedings on the remaining portion of the copyright claim. The District Court set a case management conference (“CMC”) for March 7, 2025 to address the conduct of the litigation going forward, and the parties will file a joint CMC statement prior to that on February 28, 2025.
In addition to the above matters, the Company is subject to a variety of legal proceedings, claims, investigations, and litigation arising in the ordinary course of business, including intellectual property litigation. Management believes that the Company has meritorious defenses to the allegations made in its pending cases and intends to vigorously defend these lawsuits; however, the Company is unable to currently determine if an unfavorable outcome is probable or estimate any potential amount or range of possible loss of these or similar matters. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges that could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.
The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both (a) probable and (b) the amount or range of any possible loss is reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal proceedings or the investigations discussed above.
9. Income Taxes
The Company's tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items in the related period.
The effective tax rate was 20.4% and 20.7% for the three months ended December 31, 2024 and 2023, respectively. The decrease in the effective tax rate for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023 is primarily due to the tax impact of stock-based compensation.
At December 31, 2024, the Company had $88.9 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. It is anticipated that the Company’s existing liabilities for unrecognized tax benefits will change within the next twelve months due to audit settlements or the expiration of statutes of limitations. The Company does not expect these changes to be material to the consolidated financial statements. The Company recognizes interest and, if applicable, penalties for any uncertain tax positions as a component of income tax expense.
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The Company and its subsidiaries are subject to U.S. federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for fiscal years through September 30, 2018. Major jurisdictions where there are wholly owned subsidiaries of F5, Inc. which require income tax filings include the United Kingdom, Singapore, Israel, and India. The earliest periods open for review by local taxing authorities are fiscal years 2022 for the United Kingdom, 2019 for Singapore, 2019 for Israel, and 2018 for India. The Company is under audit by the Internal Revenue Service for fiscal year 2019, by various states for fiscal years 2018 through 2023, and by various foreign jurisdictions including India for fiscal years 2018 to 2023, Israel for fiscal years 2019 to 2022, Saudi Arabia for fiscal years 2015 to 2020, and Singapore for fiscal years 2019 to 2022.
10. Shareholders' Equity
Common Stock Repurchase
On October 25, 2024, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization is incremental to the existing $6.4 billion program, initially approved in October 2010 and expanded in subsequent fiscal years. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time.
The following table summarizes the Company's repurchases and retirements of its common stock under its Stock Repurchase Program (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Shares repurchased490922
Average price per share$255.31 $162.67 
Amount repurchased$125,010 $150,018 
As of December 31, 2024, the Company had $1,297.4 million remaining authorized to purchase shares under its share repurchase program.
11. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. The Company's nonvested restricted stock units do not have nonforfeitable rights to dividends or dividend equivalents and are not considered participating securities that should be included in the computation of earnings per share under the two-class method.
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Numerator
Net income$166,445 $138,382 
Denominator
Weighted average shares outstanding — basic58,305 59,122 
Dilutive effect of common shares from stock options and restricted stock units
753 531 
Weighted average shares outstanding — diluted59,058 59,653 
Basic net income per share$2.85 $2.34 
Diluted net income per share$2.82 $2.32 
Anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were not material for the three months ended December 31, 2024 and 2023.
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12. Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Management has determined that the Company is organized as, and operates in, one reportable operating segment.
Revenues by Geographic Location and Other Information
The Company does business in three main geographic regions: the Americas (primarily the United States); Europe, the Middle East, and Africa ("EMEA"); and the Asia Pacific region ("APAC"). The Company's chief operating decision-maker reviews financial information presented on a consolidated basis accompanied by information about net product revenues and revenues by geographic region. The Company’s foreign offices conduct sales, marketing, research and development, and support activities. Revenues are attributed by geographic location based on the location of the end user customer.
The following presents revenues by geographic region (in thousands):
 
 Three months ended
December 31,
 20242023
Americas:
United States$407,388 $350,075 
Other24,585 26,315 
Total Americas431,973 376,390 
EMEA204,387 193,363 
APAC130,129 122,844 
$766,489 $692,597 
The Company continues to offer its products through a range of consumption models, from physical systems to software solutions and managed services. The following presents net product revenues by systems and software (in thousands):
 Three months ended
December 31,
 20242023
Net product revenues
Systems revenue$159,708 $135,373 
Software revenue208,789 170,486 
Total net product revenue$368,497 $305,859 
The following customers accounted for more than 10% of total net revenue:
 Three months ended
December 31,
 20242023
Ingram Micro, Inc.16.2 %15.3 %
Synnex Corporation16.8 %15.6 %
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The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and are shown below (in thousands):
 December 31,
2024
September 30,
2024
Americas:
United States$112,655 $112,420 
Other1,621 1,773 
Total Americas114,276 114,193 
EMEA20,481 21,970 
APAC15,222 14,780 
$149,979 $150,943 
13. Restructuring Charges
In the first quarters of fiscal 2025 and 2024, the Company initiated restructuring plans to match strategic and financial objectives and optimize resources for long term growth, including reduction in force programs. For the three months ended December 31, 2024 and 2023, the Company recorded restructuring charges of $11.3 million and $9.8 million, respectively. The Company did not record any significant subsequent charges related to the first quarter of fiscal 2024 restructuring plan, and does not expect to record any significant future charges related to the first quarter of fiscal 2025 restructuring plan.
In the third quarter of fiscal 2023, the Company initiated a restructuring plan to better align strategic and financial objectives, optimize operations, and drive efficiencies for long-term growth and profitability, including a reduction in force affecting approximately 620 employees, or approximately 9% of the Company’s global workforce as of April 19, 2023. This included $53.2 million in severance benefits costs and related employer payroll taxes, and $3.5 million in charges related to the reduction of its leased facility space. The Company incurred $56.7 million in restructuring costs and did not record any significant subsequent charges related to the third quarter of fiscal 2023 restructuring plan.
During the three months ended December 31, 2024 and 2023, the following activity was recorded (in thousands):
Three months ended
December 31,
20242023
Employee Severance, Benefits and Related Costs
Accrued expenses, beginning of period$ $3,496 
Restructuring charges1
11,321 8,472 
Cash payments(9,208)(9,510)
Accrued expenses, end of period$2,113 $2,458 
(1)    Includes restructuring charges and adjustments for in period relief of unused benefits and foreign currency fluctuations.
Charges related to employee severance, benefits, and related costs are reflected in the restructuring charges line item on the Company's consolidated income statements.

14. Subsequent Events
On January 31, 2025, the Company's Revolving Credit Facility, with an aggregate principal amount of $350.0 million, expired. At the time of expiration, there were no outstanding borrowings under the Revolving Credit Facility.
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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These statements include, but are not limited to, statements about our plans, objectives, expectations, strategies, intentions or other characterizations of future events or circumstances and are generally identified by the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions. These forward-looking statements are based on current information and expectations and are subject to a number of risks and uncertainties. Our actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A. "Risk Factors" herein and in other documents we file from time to time with the Securities and Exchange Commission. We assume no obligation to revise or update any such forward-looking statements.
Overview
F5 is a leading provider of multicloud application security and delivery solutions which enable our customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud. Our enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multicloud environments, with modules that can run independently, or as part of an integrated solution on our high-performance appliances. We market and sell our products primarily through multiple indirect sales channels in the Americas; Europe, the Middle East, and Africa ("EMEA"); and the Asia Pacific region ("APAC"). Enterprise customers (Fortune 1000 or Business Week Global 1000 companies) in the technology, telecommunications, financial services, transportation, education, manufacturing, and health care industries, along with government customers, continue to make up the largest percentage of our customer base.
Our management team monitors and analyzes a number of key performance indicators in order to manage our business and evaluate our financial and operating performance on a consolidated basis. Those indicators include:
Revenues. Our revenue is derived from the sales of both global services and products. Our global services revenue includes annual maintenance contracts, training and consulting services. The majority of our product revenues are derived from sales of our application security and delivery solutions including our BIG-IP software and systems, F5 NGINX software, and our F5 Distributed Cloud Services offerings. Our BIG-IP software solutions are sold both on a perpetual license and a subscription basis. We sell F5 NGINX on a subscription basis. F5 Distributed Cloud Services provides security, multicloud networking, and edge-based computing solutions and are offered on a subscription basis, under a unified software-as-a-service ("SaaS") and managed service platform.
We monitor the sales mix of our revenues within each reporting period. We believe customer acceptance rates of our new products, feature enhancements and consumption models are indicators of future trends. We also consider overall revenue concentration by geographic region as an additional indicator of current and future trends. Over the course of fiscal 2024, uncertainties in the macroeconomic environment began to stabilize and we saw improvements in customer demand during the second half of fiscal 2024, which continued in the first quarter of fiscal 2025.
Cost of revenues and gross margins. We strive to control our cost of revenues and thereby maintain our gross margins. Significant items impacting cost of revenues are hardware costs paid to our contract manufacturers, third-party software license fees, software-as-a-service infrastructure costs, amortization of developed technology and personnel and overhead expenses. In addition, factors such as sales price, product and services mix, inventory obsolescence, returns, component price increases, warranty costs, and global supply chain constraints could significantly impact our gross margins.
Operating expenses. Operating expenses are substantially driven by personnel and related overhead expenses. Existing headcount and future hiring plans are the predominant factors in analyzing and forecasting future operating expense trends. Other significant operating expenses that we monitor include marketing and promotions, travel, professional fees, computer costs related to the development of new products and provision of services, facilities and depreciation expenses.
Liquidity and cash flows. Our financial condition remains strong with significant cash and investments. The increase in cash and investments for the first three months of fiscal year 2025 was primarily due to cash provided by operating activities of $202.8 million, partially offset by $125.0 million of cash used to repurchase outstanding common stock under our stock repurchase program. Going forward, we believe the primary driver of cash flows will be net income from operations. We will continue to evaluate possible acquisitions of, or investments in businesses, products, or technologies that we believe are strategic, which may require the use of cash. Additionally, on January 31, 2020, we entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured
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revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit Facility"). As of December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility, and we had available borrowing capacity of $350.0 million. On January 31, 2025, the Revolving Credit Facility expired. At the time of expiration, there were no outstanding borrowings under the Revolving Credit Facility.
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 the first quarter of fiscal year 2025 primarily due to an increase in maintenance renewal contracts related to our existing product installation base, in addition to increased deferred revenue associated with subscription offerings. Our days sales outstanding for the first quarter of fiscal year 2025 was 57. Days sales outstanding is calculated by dividing ending accounts receivable by revenue per day for a given quarter.
Summary of Critical Accounting Policies and Estimates
The preparation of our financial condition and results of operations requires us to make judgments and estimates that may have a significant impact upon our financial results. We believe that, of our significant accounting policies, revenue recognition requires estimates and assumptions that require complex, subjective judgments by management, which can materially impact reported results. Actual results may differ from these estimates under different assumptions or conditions.
There were no material changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K for the fiscal year ended September 30, 2024. Refer to the "New Accounting Pronouncements" section of Note 1 in this Quarterly Report on Form 10-Q for a summary of the new accounting policies.
Impact of Macroeconomic Conditions
Our overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on customer behavior. Uncertain economic conditions, including inflation, tariffs and other duties, higher interest rates, slower growth, fluctuations in foreign exchange rates, and other changes in economic conditions, may adversely affect our results of operations and financial performance. For further discussion of the potential impacts of recent macroeconomic events on our business, financial condition, and operating results, see Part 1, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements, related notes and risk factors included elsewhere in this Quarterly Report on Form 10-Q.
 Three months ended
December 31,
 20242023
 (in thousands, except percentages)
Net revenues
Products$368,497 $305,859 
Services397,992 386,738 
Total$766,489 $692,597 
Percentage of net revenues
Products48.1 %44.2 %
Services51.9 55.8 
Total100.0 %100.0 %
Net Revenues. Total net revenues increased 10.7% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in total net revenues was primarily due to an increase in product revenues associated with both software and systems, as well as an increase in service revenues driven by continued growth in maintenance contract renewals. Revenues outside of the United States represented 46.9% of total net revenues for the three months ended December 31, 2024, compared to 49.5% for the same period in the prior year.
Net Product Revenues. Net product revenues increased 20.5% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in net product revenues was due to an increase in software revenue primarily from packaged software sales, as well as an increase in systems sales.
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The following presents net product revenues by systems and software (in thousands):
 Three months ended
December 31,
 20242023
Net product revenues
Systems revenue$159,708 $135,373 
Software revenue208,789 170,486 
Total net product revenue$368,497 $305,859 
Percentage of net product revenues
Systems revenue43.3 %44.3 %
Software revenue56.7 55.7 
Total net product revenue100.0 %100.0 %
Software Revenues. As a component of net product revenues, software revenues increased 22.5% for the three months ended December 31, 2024, from the comparable period in the prior year.
Net Service Revenues. Net service revenues increased 2.9% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in net service revenues was primarily the result of increased initial purchases and renewals of maintenance contracts driven by growth in product revenue.
The following customers accounted for more than 10% of total net revenue:
 Three months ended
December 31,
 20242023
Ingram Micro, Inc.16.2 %15.3 %
Synnex Corporation16.8 %15.6 %
The following customers accounted for more than 10% of total receivables:

December 31,
2024
September 30, 2024
Ingram Micro, Inc.14.1 %20.3 %
Synnex Corporation14.7 %14.8 %
No other customers accounted for more than 10% of total net revenue or receivables. 
 Three months ended
December 31,
 20242023
 (in thousands, except percentages)
Cost of net revenues and gross profit
Products$82,836 $82,708 
Services57,674 53,681 
Total140,510 136,389 
Gross profit$625,979 $556,208 
Percentage of net revenues and gross margin (as a percentage of related net revenue)
Products22.5 %27.0 %
Services14.5 13.9 
Total18.3 19.7 
Gross margin81.7 %80.3 %
23

Cost of Net Product Revenues. Cost of net product revenues consist of finished products purchased from our contract manufacturers, manufacturing overhead, freight, warranty, provisions for excess and obsolete inventory, software-as-a-service infrastructure costs and amortization expenses in connection with developed technology from acquisitions. Cost of net product revenues remained relatively flat for the three months ended December 31, 2024, from the comparable period in the prior year.
Cost of Net Service Revenues. Cost of net service revenues consist of the salaries and related benefits of our professional services staff, travel, facilities and depreciation expenses. For the three months ended December 31, 2024, cost of net service revenues as a percentage of net service revenues was 14.5%, compared to 13.9% for the comparable period in the prior year. Professional services headcount at the end of December 2024 increased to 1,093 from 1,049 at the end of December 2023.
 Three months ended
December 31,
 20242023
 (in thousands, except percentages)
Operating expenses
Sales and marketing$206,035 $198,927 
Research and development130,518 119,575 
General and administrative73,023 64,718 
Restructuring charges11,321 8,472 
Total$420,897 $391,692 
Operating expenses (as a percentage of net revenue)
Sales and marketing26.9 %28.7 %
Research and development17.0 17.3 
General and administrative9.5 9.4 
Restructuring charges1.5 1.2 
Total54.9 %56.6 %
Sales and Marketing. Sales and marketing expenses consist of the salaries, commissions and related benefits of our sales and marketing staff, the costs of our marketing programs, including public relations, advertising and trade shows, travel, facilities, and depreciation expenses. Sales and marketing expense increased $7.1 million, or 3.6% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in sales and marketing expenses for the three months ended December 31, 2024 was primarily due to a increase of $4.3 million in personnel costs from the comparable period in the prior year. In addition, commissions for the three months ended December 31, 2024 increased $2.3 million from the comparable period in the prior year. Sales and marketing headcount at the end of December 2024 decreased to 2,099 from 2,154 at the end of December 2023. Sales and marketing expenses included stock-based compensation expense of $21.2 million for the three months ended December 31, 2024, compared to $21.6 million for the same period in the prior year.
Research and Development. Research and development expenses consist of the salaries and related benefits of our product development personnel, prototype materials and other expenses related to the development of new and improved products, facilities and depreciation expenses. Research and development expense increased $10.9 million, or 9.2% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in research and development expenses for the three months ended December 31, 2024 was primarily due to a increase of $8.3 million in personnel costs from the comparable period in the prior year. Research and development headcount at the end of December 2024 increased to 2,024 from 1,986 at the end of December 2023. Research and development expenses included stock-based compensation expense of $16.5 million for the three months ended December 31, 2024, compared to $16.0 million for the same period in the prior year.
General and Administrative. General and administrative expenses consist of the salaries, benefits and related costs of our executive, finance, information technology, human resource and legal personnel, third-party professional service fees, bad debt charges, facilities and depreciation expenses. General and administrative expenses increased $8.3 million, or 12.8% for the three months ended December 31, 2024, from the comparable period in the prior year. The increase in general and administrative expenses for the three months ended December 31, 2024 was primarily due to an increase of $2.4 million in professional services fees from the comparable period in the prior year. In addition, personnel costs increased $2.2 million for the three months ended December 31, 2024 from the comparable period in the prior year. General and administrative headcount at the end of December 2024 decreased to 840 from 882 at the end of December 2023. General and administrative expenses included stock-based compensation expense of $12.9 million for the three months ended December 31, 2024, compared to $10.7 million for the same period in the prior year.
24

Restructuring Charges. In the first fiscal quarters of 2025 and 2024, we completed restructuring plans to align strategic and financial objectives and optimize resources for long term growth. As a result of our restructuring initiatives, we recorded charges of $11.3 million and $8.5 million, net of adjustments, related to reductions in workforce that are reflected in our results for the three months ended December 31, 2024 and December 31, 2023, respectively.
 Three months ended
December 31,
 20242023
 (in thousands, except percentages)
Other income and income taxes
Income from operations$205,082 $164,516 
Other income, net3,962 9,882 
Income before income taxes209,044 174,398 
Provision for income taxes42,599 36,016 
Net income$166,445 $138,382 
Other income and income taxes (as percentage of net revenue)
Income from operations26.8 %23.8 %
Other income, net0.5 1.4 
Income before income taxes27.3 25.2 
Provision for income taxes5.6 5.2 
Net income21.7 %20.0 %
Other Income, Net. Other income, net consists primarily of interest income and expense and foreign currency transaction gains and losses. Other income, net decreased $5.9 million, or 59.9% for the three months ended December 31, 2024, from the comparable period in the prior year. The decrease in other income, net was primarily due to a decrease in foreign currency gains and losses of $9.0 million, partially offset by an increase in interest income from our investments of $2.5 million from the comparable period in the prior year.
Provision for Income Taxes. The effective tax rate was 20.4% and 20.7% for the three months ended December 31, 2024 and 2023, respectively. The decrease in the effective tax rate for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023 is primarily due to the tax impact of stock-based compensation.
We record a valuation allowance to reduce our deferred tax assets to the amount we believe is more likely than not to be realized. In making these determinations we consider historical and projected taxable income, and ongoing prudent and feasible tax planning strategies in assessing the appropriateness of a valuation allowance. Our net deferred tax assets at December 31, 2024 and September 30, 2024 were $370.6 million and $358.8 million, respectively. The net deferred tax assets include valuation allowances of $39.6 million as of December 31, 2024 and $39.7 million as of September 30, 2024, which are primarily related to certain state and foreign net operating losses and tax credit carryforwards.
Our worldwide effective tax rate may fluctuate based on a number of factors, including variations in projected taxable income in the various geographic locations in which we operate, the impact of stock-based compensation, changes in the valuation of our net deferred tax assets, resolution of potential exposures, tax positions taken on tax returns filed in the various geographic locations in which we operate, and the introduction of new accounting standards or changes in tax laws or interpretations thereof in the various geographic locations in which we operate. We have recorded liabilities to address potential tax exposures related to business and income tax positions we have taken that could be challenged by taxing authorities. The ultimate resolution of these potential exposures may be greater or less than the liabilities recorded, which could result in an adjustment to our future tax expense.
Liquidity and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $1,162.1 million as of December 31, 2024, compared to $1,083.2 million as of September 30, 2024, representing an increase of $78.9 million. The increase was primarily due to cash provided by operating activities of $202.8 million for the three months ended December 31, 2024. The increase in cash and investments for the first quarter of fiscal 2025 was partially offset by cash used for the repurchase of common stock during the three months ended December 31, 2024 of $125.0 million.
25

Cash provided by operating activities for the first three months of fiscal year 2025 resulted from net income of $166.4 million combined with changes in operating assets and liabilities, as adjusted for various non-cash items including stock-based compensation, deferred revenue, depreciation, impairment and amortization charges. Cash provided by operating activities for the first quarter of fiscal 2025 increased from the comparable period in the prior year primarily due to an increase in net income, as well as an increase in cash received from customers.
Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of the risks detailed in Part 1, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. However, we anticipate our current cash, cash equivalents and investment balances and anticipated cash flows generated from operations will be sufficient to meet our liquidity needs.
Cash used in investing activities was $10.0 million for the three months ended December 31, 2024, compared to cash used in investing activities of $7.1 million for the same period in the prior year. Investing activities include purchases, sales and maturities of available-for-sale securities, business acquisitions and capital expenditures. The amount of cash used in investing activities for the three months ended December 31, 2024 was primarily the result of $8.1 million in capital expenditures related to maintaining our operations worldwide.
Cash used in financing activities was $114.7 million for the three months ended December 31, 2024, compared to cash used in financing activities of $135.0 million for the same period in the prior year. Our financing activities for the three months ended December 31, 2024 primarily consisted of $125.0 million of cash used to repurchase shares of common stock. In addition, $13.4 million in cash was used for taxes related to net share settlement of equity awards. Cash used in financing activities was partially offset by cash received from the exercise of employee stock options and stock purchases under our employee stock purchase plan of $23.7 million.
On January 31, 2020, we entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit Facility"). As of December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility, and we had available borrowing capacity of $350.0 million. On January 31, 2025, the Revolving Credit Facility expired. At the time of expiration, there were no outstanding borrowings under the Revolving Credit Facility.
Obligations and Commitments
As of December 31, 2024, our principal commitments consisted of obligations outstanding under operating leases and purchase obligations with one of our component suppliers.
We lease our facilities under operating leases that expire at various dates through 2036. There have been no material changes in our principal lease commitments compared to those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
In October 2022, we entered into an unconditional purchase commitment with one of our suppliers for the delivery of systems components. Under the terms of the agreement, we are obligated to purchase $10 million of component inventory annually, with a total committed amount of $40 million over a four-year term. As of December 31, 2024, we had no remaining purchase commitments under the third year of the agreement. Our total non-cancelable long-term purchase commitments outstanding as of December 31, 2024 was $10.0 million.
We have a contractual obligation to purchase inventory components procured by our primary contract manufacturer in accordance with our annual build forecast. The contractual terms of the obligation contain cancellation provisions, which reduce our liability to purchase inventory components for periods greater than one year. In order to support our build forecast, we will, from time-to-time prepay our primary contract manufacturer for inventory purchases.
Recent Accounting Pronouncements
The anticipated impact of recent accounting pronouncements is discussed in Note 1 to the accompanying Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. Our current cash and cash equivalents consist of money market funds as allowed and specified in our investment policy guidelines. Due to the current nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. Therefore, we do not expect our operating results or cash flows to be materially affected by a sudden change in interest rates.
26

Inflation Risk. We are actively monitoring the macroeconomic inflationary environment, but we do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. If the inflationary environment constrains our customers’ ability to procure goods and services from us, we may see customers reprioritize these investment decisions. These macroeconomic conditions could harm our business, financial condition and results of operations.
Foreign Currency Risk. The majority of our sales, cost of net revenues, and operating expenses are denominated in U.S. dollars and as a result, we have not experienced significant foreign currency transaction gains and losses to date. While we conduct transactions in foreign currencies and expect to continue to do so, we do not anticipate that foreign currency transaction gains or losses will be significant at our current level of operations. However, as we continue to expand our operations internationally, transaction gains or losses may become significant in the future.
Management believes there have been no material changes to our quantitative and qualitative disclosures about market risk during the three month period ended December 31, 2024, compared to those discussed in our Annual Report on Form 10-K for the year ended September 30, 2024.
Item 4.Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) which are designed to ensure that required information is recorded, processed, summarized and reported within the required timeframe, as specified in the rules set forth by the Securities Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 and, based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1.Legal Proceedings
See Note 8 - Commitments and Contingencies of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings in which we are involved.
Item 1A.Risk Factors
There have been no material changes to our risk factors from those described in Part 1, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which was filed with the Securities and Exchange Commission on November 18, 2024.
27

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
On October 25, 2024, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization is incremental to the existing $6.4 billion program, initially approved in October 2010 and expanded in subsequent fiscal years. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time. As of December 31, 2024, the Company had $1,297 million remaining authorized to purchase shares under its share repurchase program.
Shares repurchased and retired for the three months ended December 31, 2024 are as follows (in thousands, except shares and per share data):
Total Number
of Shares
Purchased1
Average Price
Paid per Share
Total Number of
Shares
Purchased
per the Publicly
Announced Plan
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plan2
October 1, 2024 — October 31, 2024— — — $1,422,421 
November 1, 2024 — November 30, 2024136,989 $242.84 79,937 $1,402,421 
December 1, 2024 — December 31, 2024409,660 $256.31 409,660 $1,297,421 
(1)Includes 57,052 shares withheld from restricted stock units that vested in the first quarter of fiscal 2025 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.
(2)Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.
28

Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, certain of our officers and directors adopted or terminated Rule 10b5-1 trading arrangements as follows:
On November 27, 2024, Scot Rogers, EVP, General Counsel, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until November 17, 2025 with respect to the sale of 15,217 Company shares.
On November 13, 2024, François Locoh-Donou, President and Chief Executive Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until December 31, 2025 with respect to the sale of 19,500 Company shares.

Item 6.Exhibits
 
Exhibit
Number
   Exhibit Description
31.1*  
31.2*  
32.1*  
101.INS*  XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*  Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*     Filed herewith.


29

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 7th day of February, 2025.
 
F5, INC.
By:/s/ EDWARD C. WERNER
Edward C. Werner
Executive Vice President,
Chief Financial Officer
(principal financial officer and principal accounting officer)

30

Exhibit 31.1
CERTIFICATIONS
I, François Locoh-Donou, certify that:
1)I have reviewed this Quarterly Report on Form 10-Q of F5, Inc.;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 7, 2025
/s/ FRANÇOIS LOCOH-DONOU
François Locoh-Donou
Chief Executive Officer and President


Exhibit 31.2
CERTIFICATIONS
I, Edward C. Werner, certify that:
1)I have reviewed this Quarterly Report on Form 10-Q of F5, Inc.;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:February 7, 2025
/s/ EDWARD C. WERNER
Edward C. Werner
Executive Vice President,
Chief Financial Officer
(principal financial officer and principal accounting officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of F5, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, François Locoh-Donou, President and Chief Executive Officer and Edward C. Werner, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: February 7, 2025
/s/ FRANÇOIS LOCOH-DONOU
François Locoh-Donou
Chief Executive Officer and President
/s/ EDWARD C. WERNER
Edward C. Werner
Executive Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to F5, Inc., and will be retained by F5, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

v3.25.0.1
Cover Page - shares
3 Months Ended
Dec. 31, 2024
Jan. 30, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 000-26041  
Entity Registrant Name F5, INC.  
Entity Incorporation, State or Country Code WA  
Entity Tax Identification Number 91-1714307  
Entity Address, Address Line One 801 5th Avenue  
Entity Address, City or Town Seattle  
Entity Address, State or Province WA  
Entity Address, Postal Zip Code 98104  
City Area Code 206  
Local Phone Number 272-5555  
Title of 12(b) Security Common stock, no par value  
Trading Symbol FFIV  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001048695  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   57,652,256
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Current assets    
Cash and cash equivalents $ 1,150,907 $ 1,074,602
Accounts receivable, net of allowances of $4,955 and $4,585 484,989 389,024
Inventories 73,239 76,378
Other current assets 632,893 569,467
Total current assets 2,342,028 2,109,471
Property and equipment, net 149,979 150,943
Operating lease right-of-use assets 198,206 178,180
Long-term investments 11,177 8,580
Deferred tax assets 378,334 365,951
Goodwill 2,312,362 2,312,362
Other assets, net 508,555 487,517
Total assets 5,900,641 5,613,004
Current liabilities    
Accounts payable 53,611 67,894
Accrued liabilities 316,369 300,076
Deferred revenue 1,217,664 1,121,683
Total current liabilities 1,587,644 1,489,653
Deferred tax liabilities 7,702 7,179
Deferred revenue, long-term 728,596 676,276
Operating lease liabilities, long-term 242,872 215,785
Other long-term liabilities 98,076 94,733
Total long-term liabilities 1,077,246 993,973
Commitments and contingencies (Note 8)
Shareholders' equity    
Preferred stock, no par value; 10,000 shares authorized, no shares issued and outstanding 0 0
Common stock, no par value; 200,000 shares authorized, 58,132 and 58,094 shares issued and outstanding 9,461 5,889
Accumulated other comprehensive loss (24,199) (20,912)
Retained earnings 3,250,489 3,144,401
Total shareholders' equity 3,235,751 3,129,378
Total liabilities and shareholders' equity $ 5,900,641 $ 5,613,004
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowances $ 4,955 $ 4,585
Preferred stock, par value (dollars per share) $ 0 $ 0
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares outstanding 0 0
Common stock, par value (dollars per share) $ 0 $ 0
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 58,132,000 58,094,000
v3.25.0.1
Consolidated Income Statements - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net revenues    
Revenue from contract with customer, excluding assessed tax $ 766,489 $ 692,597
Cost of net revenues    
Cost of net revenues 140,510 136,389
Gross profit 625,979 556,208
Operating expenses    
Sales and marketing 206,035 198,927
Research and development 130,518 119,575
General and administrative 73,023 64,718
Restructuring charges 11,321 8,472
Total 420,897 391,692
Income from operations 205,082 164,516
Other income, net 3,962 9,882
Income before income taxes 209,044 174,398
Provision for income taxes 42,599 36,016
Net income $ 166,445 $ 138,382
Net income per share — basic (dollars per share) $ 2.85 $ 2.34
Weighted average shares — basic (shares) 58,305 59,122
Net income per share — diluted (dollars per share) $ 2.82 $ 2.32
Weighted average shares — diluted (shares) 59,058 59,653
Product    
Net revenues    
Revenue from contract with customer, excluding assessed tax $ 368,497 $ 305,859
Cost of net revenues    
Cost of net revenues 82,836 82,708
Service    
Net revenues    
Revenue from contract with customer, excluding assessed tax 397,992 386,738
Cost of net revenues    
Cost of net revenues $ 57,674 $ 53,681
v3.25.0.1
Consolidated Statements Of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net income $ 166,445 $ 138,382
Other comprehensive (loss) income:    
Foreign currency translation adjustment (3,287) 2,504
Available-for-sale securities:    
Unrealized gains on securities, net of taxes of $0 and $12 for the three months ended December 31, 2024 and 2023, respectively 0 49
Net change in unrealized gains on available-for-sale securities, net of tax 0 49
Total other comprehensive (loss) income (3,287) 2,553
Comprehensive income $ 163,158 $ 140,935
v3.25.0.1
Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]    
Tax effect of unrealized gain (loss) on securities $ 0 $ 12
v3.25.0.1
Consolidated Statements of Shareholders' Equity Statement - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
AOCI Attributable to Parent
Retained Earnings
Beginning Balance (in shares) at Sep. 30, 2023   59,207    
Beginning Balance at Sep. 30, 2023 $ 2,800,232 $ 24,399 $ (23,221) $ 2,799,054
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Exercise of employee stock options (in shares)   14    
Exercise of employee stock options 408 $ 408    
Issuance of stock under employee stock purchase plan (in shares)   188    
Issuance of stock under employee stock purchase plan 21,468 $ 21,468    
Issuance of restricted stock (in shares)   355    
Issuance of restricted stock 0      
Stock Repurchased and Retired During Period, Shares   (922)    
Repurchase of common stock, including excise taxes (151,238) $ (77,099)   (74,139)
Cost of Issuance of Treasury Stock, Shares   (45)    
Taxes paid related to net share settlement of equity awards (6,830) $ (6,830)    
Stock-based compensation 56,002 $ 56,002    
Net income 138,382     138,382
Other Comprehensive Income (Loss) 2,553   2,553  
Ending Balance ( in shares) at Dec. 31, 2023   58,797    
Ending Balance at Dec. 31, 2023 $ 2,860,977 $ 18,348 (20,668) 2,863,297
Beginning Balance (in shares) at Sep. 30, 2024 58,094 58,094    
Beginning Balance at Sep. 30, 2024 $ 3,129,378 $ 5,889 (20,912) 3,144,401
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Exercise of employee stock options (in shares)   13    
Exercise of employee stock options 523 $ 523    
Issuance of stock under employee stock purchase plan (in shares)   164    
Issuance of stock under employee stock purchase plan 23,172 $ 23,172    
Issuance of restricted stock (in shares)   408    
Issuance of restricted stock 0      
Stock Repurchased and Retired During Period, Shares   (490)    
Repurchase of common stock, including excise taxes (125,020) $ (64,663)   (60,357)
Cost of Issuance of Treasury Stock, Shares   (57)    
Taxes paid related to net share settlement of equity awards (13,368) $ (13,368)    
Stock-based compensation 57,908 $ 57,908    
Net income 166,445     166,445
Other Comprehensive Income (Loss) $ (3,287)   (3,287)  
Ending Balance ( in shares) at Dec. 31, 2024 58,132 58,132    
Ending Balance at Dec. 31, 2024 $ 3,235,751 $ 9,461 $ (24,199) $ 3,250,489
v3.25.0.1
Consolidated Statements Of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating activities    
Net income $ 166,445 $ 138,382
Adjustments to reconcile net income to net cash provided by operating activities:    
Stock-based compensation 57,908 56,002
Depreciation and amortization 22,666 29,266
Non-cash operating lease costs 7,943 8,392
Deferred income taxes (11,944) (11,203)
Other 1,623 722
Changes in operating assets and liabilities:    
Accounts receivable (98,188) (58,713)
Inventories 3,139 34
Other current assets (57,069) (32,164)
Other assets (34,544) 2,949
Accounts payable and accrued liabilities 6,554 (13,447)
Deferred revenue 148,300 54,990
Lease liabilities (10,051) (9,892)
Net cash provided by operating activities 202,782 165,318
Investing activities    
Purchases of investments (1,900) (1,000)
Maturities of investments 0 2,913
Purchases of property and equipment (8,073) (9,048)
Net cash used in investing activities (9,973) (7,135)
Financing activities    
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan 23,695 21,876
Payments for repurchase of common stock, including excise taxes (125,010) (150,018)
Taxes paid related to net share settlement of equity awards (13,368) (6,830)
Net cash used in financing activities (114,683) (134,972)
Net increase in cash, cash equivalents and restricted cash 78,126 23,211
Effect of exchange rate changes on cash, cash equivalents and restricted cash (3,568) 2,264
Cash, cash equivalents and restricted cash, beginning of period 1,078,340 800,835
Cash, cash equivalents and restricted cash, end of period 1,152,898 826,310
Supplemental disclosures of cash flow information    
Cash paid for amounts included in the measurement of operating lease liabilities 10,851 12,982
Supplemental disclosures of non-cash activities    
Right-of-use assets obtained in exchange for lease obligations $ 35,084 $ 4,846
v3.25.0.1
Summary of Significant Accounting Policies
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Description of Business
F5, Inc. (the "Company") is a leading provider of multicloud application security and delivery solutions which enable its customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud. The Company's cloud, software, and hardware solutions enable its customers to deliver digital experiences to their customers faster, reliably, and at scale. The Company's enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multicloud environments, with modules that can run independently, or as part of an integrated solution on its high-performance appliances. In connection with its solutions, the Company offers a broad range of professional services, including consulting, training, maintenance, and other technical support services.
Basis of Presentation
The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for their fair statement in conformity with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
There have been no changes to the Company's significant accounting policies as of and for the three months ended December 31, 2024, except for the accounting policies for investments and fair value of financial instruments, which have been updated to include equity investments with no readily determinable fair value.
Investments
The Company classifies its debt investments as available-for-sale. Debt investments, consisting of money market funds, corporate and municipal bonds and notes, and the United States government and agency securities, are reported at fair value with the related unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses, credit allowances and impairments due to credit losses are included in other income (expense) in the Company’s consolidated income statements. Debt investments with maturities of less than one year or where management’s intent is to use the investments to fund current operations are classified as short-term investments. Debt investments with maturities of greater than one year are classified as long-term investments.
Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments, or measured using net asset value as a practical expedient to fair value and are classified as long-term investments on the Company's consolidated balance sheets. The Company performs a qualitative assessment on a periodic basis and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense) in the Company's consolidated income statements.
Fair Value of Financial Instruments
Short-term and long-term debt investments are recorded at fair value as the underlying securities are classified as available-for-sale with any unrealized gains or losses being recorded to other comprehensive income (loss). The fair value for securities held is determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
v3.25.0.1
Revenue from Contracts with Customers
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
Capitalized Contract Acquisition Costs
The table below shows significant movements in capitalized contract acquisition costs (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$66,258 $66,468 
Additional capitalized contract acquisition costs13,223 7,287 
Amortization of capitalized contract acquisition costs(9,134)(9,114)
Balance, end of period$70,347 $64,641 
Amortization of capitalized contract acquisition costs was $9.1 million for each of the three months ended December 31, 2024 and 2023, and is recorded in Sales and Marketing expense in the accompanying consolidated income statements. There was no impairment of any capitalized contract acquisition costs during any period presented.
Contract Balances
Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Company's contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations, or for contracts with customers that contain the Company's unconditional rights to consideration, for which the customer has not been billed. These liabilities are classified as current and non-current deferred revenue.
The table below shows significant movements in the deferred revenue balances (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$1,797,959 $1,775,121 
Amounts added but not recognized as revenues556,919 452,697 
Revenues recognized related to the opening balance of deferred revenue(408,618)(397,708)
Balance, end of period$1,946,260 $1,830,110 
Remaining Performance Obligations
Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. The composition of unsatisfied performance obligations consists mainly of deferred service revenue, and to a lesser extent, deferred product revenue, for which the Company has an obligation to perform, and has not yet recognized as revenue in the consolidated financial statements. As of December 31, 2024, the total non-cancelable remaining performance obligations under the Company's contracts with customers was $1.9 billion and the Company expects to recognize revenues on 62.6% of these remaining performance obligations over the next 12 months, 22.7% in year two, and the remaining balance thereafter.
See Note 12, Segment Information, for disaggregated revenue by significant customer and geographic region, as well as disaggregated product revenue by systems and software.
v3.25.0.1
Fair Value Measurements
3 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances and expands disclosure about fair value measurements.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, essentially the exit price.
The levels of fair value hierarchy are:
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date that the Company has the ability to access.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Unobservable inputs for which there is little or no market data available. These inputs reflect management's assumptions of what market participants would use in pricing the asset or liability.
Level 1 investments are valued based on quoted market prices in active markets and include the Company's cash equivalent investments. Level 2 investments, which include investments that are valued based on quoted prices in markets that are not active, broker or dealer quotations, actual trade data, benchmark yields or alternative pricing sources with reasonable levels of price transparency, include the Company's certificates of deposit, corporate bonds and notes, municipal bonds and notes, U.S. government securities, U.S. government agency securities and international government securities. Fair values for the Company's level 2 investments are based on similar assets without applying significant judgments. In addition, all of the Company's level 2 investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments.
A financial instrument's level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable" requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company's financial assets measured at fair value on a recurring basis subject to the disclosure requirements at December 31, 2024 and September 30, 2024, were as follows (in thousands):
  Gross Unrealized Classification on Balance Sheet
December 31, 2024Fair Value Level Cost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$488,514 $— $— $488,514 $488,514 $— $— 
Total debt investments$488,514 $— $— $488,514 $488,514 $— $— 
Changes in fair value recorded in other net income (expense)
Equity investments*$11,177 $— $— $11,177 
Total equity investments11,177 — — 11,177 
Total investments$499,691 $488,514 $— $11,177 
* Equity investments presented in the table above include investments without readily determinable fair values that are measured at fair value using net asset value ("NAV") as a practical expedient, or are measured at cost with adjustments for observable changes in price or impairments. The equity investments are not classified within the fair value hierarchy.
  Gross Unrealized Classification on Balance Sheet
September 30, 2024Fair Value LevelCost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$437,273 $— $— $437,273 $437,273 $— $— 
Total debt investments$437,273 $— $— $437,273 $437,273 $— $— 
Changes in fair value recorded in other net income (expense)
Equity investments*$8,580 $— $— $8,580 
Total equity investments8,580 — — 8,580 
Total investments$445,853 $437,273 $— $8,580 
* The fair value of this equity investment is measured at NAV which approximates fair value and is not classified within the fair value hierarchy.
The Company uses the fair value hierarchy for financial assets and liabilities. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value due to their short-term nature.
Interest income from cash, cash equivalents, and investments was $10.3 million and $7.9 million for the three months ended December 31, 2024 and 2023, respectively. Interest income is included in other income (expense), net on the Company's consolidated income statements. Unrealized losses on investments held for a period greater than 12 months at December 31, 2024 and September 30, 2024 were not material.
The Company invests in debt securities that are rated investment grade. The Company reviews the individual debt securities in its portfolio to determine whether a credit loss exists by comparing the extent to which the fair value is less than the amortized cost and considering any changes to ratings of a debt security by a ratings agency. The Company determined that as of December 31, 2024, there were no credit losses on any investments within its portfolio.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
The Company's non-financial long-lived assets, which include goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. These non-financial assets are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. The Company
reviews goodwill for impairment annually, during the second quarter of each fiscal year, or as circumstances indicate the possibility of impairment. The Company monitors the carrying value of tangible and intangible long-lived assets for impairment whenever events or changes in circumstances indicate its carrying amount may not be recoverable.
The Company did not recognize any impairment charges related to non-financial long-lived assets for the three months ended December 31, 2024 and 2023.
v3.25.0.1
Business Combinations
3 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Business Combinations Business Combinations
Fiscal Year 2024 Acquisitions
During the second quarter of fiscal 2024, the Company completed two acquisitions. The acquired assets and assumed liabilities of the acquisitions were not material and the Company recorded $23.6 million of goodwill as a result of the acquisitions. The acquisitions did not have a material impact to the Company's operating results. 
v3.25.0.1
Balance Sheet Details
3 Months Ended
Dec. 31, 2024
Balance Sheet Details [Abstract]  
Balance Sheet Details Balance Sheet Details
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of the Company's cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company's consolidated statements of cash flows for the periods presented (in thousands):
 December 31,
2024
September 30,
2024
Cash and cash equivalents$1,150,907 $1,074,602 
Restricted cash included in other assets, net1,991 3,738 
Total cash, cash equivalents and restricted cash$1,152,898 $1,078,340 
Inventories
Inventories consist of the following (in thousands):
December 31,
2024
September 30,
2024
Finished goods$29,141 $27,922 
Raw materials44,098 48,456 
$73,239 $76,378 
Other Current Assets
Other current assets consist of the following (in thousands):
December 31,
2024
September 30,
2024
Unbilled receivables$433,929 $401,104 
Prepaid expenses113,416 93,467 
Capitalized contract acquisition costs33,661 32,681 
Other51,887 42,215 
$632,893 $569,467 
Other Assets
Other assets, net consist of the following (in thousands):
December 31,
2024
September 30,
2024
Intangible assets$101,015 $111,576 
Unbilled receivables303,854 277,965 
Capitalized contract acquisition costs36,685 33,577 
Other67,001 64,399 
$508,555 $487,517 
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 December 31,
2024
September 30,
2024
Payroll and benefits$153,661 $171,571 
Operating lease liabilities, current31,452 33,779 
Income and other tax accruals77,762 45,247 
Other53,494 49,479 
$316,369 $300,076 
Other Long-term Liabilities
Other long-term liabilities consist of the following (in thousands):
December 31,
2024
September 30,
2024
Income taxes payable$88,890 $85,461 
Other9,186 9,272 
$98,076 $94,733 
v3.25.0.1
Debt Facilities
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Facilities Debt Facilities
Revolving Credit Agreement
On January 31, 2020, the Company entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million (the "Revolving Credit Facility"). The Company has the option to increase commitments under the Revolving Credit Facility from time to time, subject to certain conditions, by up to $150.0 million. Historically, borrowings under the Revolving Credit Facility bore interest at a rate equal to, at the Company's option, (a) LIBOR, adjusted for customary statutory reserves, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. On May 26, 2023, the Company amended the Revolving Credit Agreement as a result of the cessation of the LIBOR borrowing reference rate. The amendment modified and directly replaced the LIBOR borrowing reference rate within the Revolving Credit Agreement to the Secured Overnight Financing Rate ("SOFR"). After the amendment, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company's option, (a) SOFR plus 0.10%, plus an applicable margin of 1.125% to 1.75% depending on the Company's leverage ratio, or (b) an alternate base rate determined in accordance with the Revolving Credit Agreement, plus an applicable margin of 0.125% to 0.750% depending on the Company's leverage ratio. The Revolving Credit Agreement also requires payment of a commitment fee calculated at a rate per annum of 0.125% to 0.300% depending on the Company's leverage ratio on the undrawn portion of the Revolving Credit Facility. Commitment fees incurred during the three months ended December 31, 2024 and 2023 were not material.
The Revolving Credit Facility matures on January 31, 2025, at which time any remaining outstanding principal of borrowings under the Revolving Credit Facility is due. The Company has the option to request up to two extensions of the maturity date in each case for an additional period of one year. Among certain affirmative and negative covenants provided in the Revolving Credit Agreement, there is a financial covenant that requires the Company to maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of consolidated total indebtedness to consolidated EBITDA. As of December 31, 2024, the Company was in compliance with all covenants. As of December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility, and the Company had available borrowing capacity of $350.0 million.
v3.25.0.1
Leases
3 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
The majority of the Company's operating lease payments relate to its corporate headquarters in Seattle, Washington, which includes approximately 515,000 square feet of office space. The lease commenced in April 2019 and expires in 2033 with an option for renewal. The Company also leases additional office and lab space for product development and sales and support personnel in the United States and internationally. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of the Company's operating lease expenses for the three months ended December 31, 2024 and 2023 were as follows (in thousands):
Three months ended
December 31,
 20242023
Operating lease expense$10,007 $10,326 
Short-term lease expense819 695 
Variable lease expense5,592 6,034 
Total lease expense
$16,418 $17,055 
Variable lease expense primarily consists of common area maintenance, real estate taxes and parking expenses.
Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate):
December 31, 2024September 30, 2024
Operating lease right-of-use assets, net$198,206 $178,180 
Operating lease liabilities, current1
31,452 33,779 
Operating lease liabilities, long-term242,872 215,785 
Total operating lease liabilities
$274,324 $249,564 
Weighted average remaining lease term (in years)8.27.9
Weighted average discount rate3.14 %2.94 %
(1)Current portion of operating lease liabilities is included in accrued liabilities on the Company's consolidated balance sheets.
As of December 31, 2024, the future operating lease payments for each of the next five years and thereafter is as follows (in thousands):
Fiscal Years Ending September 30:Operating Lease
Payments
2025 (remainder)$29,620 
202639,568 
202738,716 
202834,449 
202931,820 
203031,421 
Thereafter109,346 
Total lease payments314,940 
Less: imputed interest(40,616)
Total lease liabilities$274,324 
Operating lease liabilities above do not include sublease income. As of December 31, 2024, the Company expects to receive sublease income of approximately $4.8 million, which consists of $3.1 million to be received for the remainder of fiscal 2025 and $1.7 million to be received in fiscal year 2026.
As of December 31, 2024, the Company had no significant operating leases that were executed but not yet commenced.
v3.25.0.1
Commitments and Contingencies
3 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Guarantees and Product Warranties
In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, resellers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has entered into indemnification agreements with its officers and directors and certain other employees, and the Company's bylaws contain similar indemnification obligations to the Company's agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
The Company offers warranties of one year for its systems product offerings. Additional warranty coverage can be purchased by customers through service maintenance agreements in yearly increments. The Company accrues for warranty costs as part of its cost of sales based on associated material product costs and technical support labor costs. Accrued warranty costs as of December 31, 2024 and September 30, 2024 were not material.
Commitments
In October 2022, the Company entered into an unconditional purchase commitment with one of its suppliers for the delivery of systems components. Under the terms of the agreement, the Company is obligated to purchase $10.0 million of component inventory annually, with a total committed amount of $40.0 million over a four-year term. As of December 31, 2024, the Company had no remaining purchase commitments under the third year of the agreement. The Company's total non-cancelable long-term purchase commitments outstanding as of December 31, 2024 was $10.0 million.
The Company leases its facilities under operating leases that expire at various dates through 2036. There have been no material changes in the Company's lease obligations compared to those discussed in Note 7 to its annual consolidated financial statements.
Legal Proceedings
Lynwood Investment CY Limited v. F5 Networks et al.
On June 8, 2020, Lynwood Investment CY Limited ("Lynwood") filed a lawsuit in the United States District Court for the Northern District of California ("District Court") against the Company and certain affiliates, along with other defendants. In its complaint, Lynwood claims to be the assignee of all rights and interests of Rambler Internet Holding LLC ("Rambler"), and alleges that the intellectual property in the NGINX software originally released by the co-founder of NGINX in 2004 belongs to Rambler (and therefore Lynwood, by assignment) because the software was created and developed while the co-founder was employed by Rambler. Lynwood asserted 26 causes of action against the various defendants, including copyright infringement, violation of trademark law, tortious interference, conspiracy, and fraud. The complaint sought damages, disgorgement of profits, declarations of copyright and trademark ownership, trademark cancellations, and injunctive relief. Lynwood also initiated several trademark opposition and cancellation proceedings before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, which have all since been suspended.
In August and October 2020, the Company and the other defendants filed motions to dismiss Lynwood’s case. On March 25 and 30, 2021, the District Court granted the Company’s and the other defendants’ motions to dismiss with leave to amend. Lynwood filed its amended complaint on April 29, 2021, seeking the same relief against the Company and other defendants. On May 27, 2021, the Company and other defendants filed a consolidated motion to dismiss.
The District Court granted the consolidated motion to dismiss without leave to amend on August 16, 2022 and entered final judgment against Lynwood on September 9, 2022. Following the District Court’s order granting the consolidated motion to dismiss and final judgment in the Company’s favor, the District Court subsequently granted the Company attorneys' fees of over $0.8 million, which Lynwood appealed to the Ninth Circuit Court of Appeals. The dismissal appeal and the fees appeal were heard by the Ninth Circuit Court of Appeals ("Court of Appeals") on December 7, 2023. On November 7, 2024, the Court of Appeals partially affirmed the dismissal by affirming dismissal of the state law claims and remanding a portion of the copyright claim to the District Court. The Court of Appeals also vacated the fees award because of the remand.
On December 2, 2024, the Court of Appeals issued its mandate returning the matter to the District Court for further proceedings on the remaining portion of the copyright claim. The District Court set a case management conference (“CMC”) for March 7, 2025 to address the conduct of the litigation going forward, and the parties will file a joint CMC statement prior to that on February 28, 2025.
In addition to the above matters, the Company is subject to a variety of legal proceedings, claims, investigations, and litigation arising in the ordinary course of business, including intellectual property litigation. Management believes that the Company has meritorious defenses to the allegations made in its pending cases and intends to vigorously defend these lawsuits; however, the Company is unable to currently determine if an unfavorable outcome is probable or estimate any potential amount or range of possible loss of these or similar matters. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges that could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.
The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both (a) probable and (b) the amount or range of any possible loss is reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal proceedings or the investigations discussed above.
v3.25.0.1
Income Taxes
3 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company's tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items in the related period.
The effective tax rate was 20.4% and 20.7% for the three months ended December 31, 2024 and 2023, respectively. The decrease in the effective tax rate for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023 is primarily due to the tax impact of stock-based compensation.
At December 31, 2024, the Company had $88.9 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. It is anticipated that the Company’s existing liabilities for unrecognized tax benefits will change within the next twelve months due to audit settlements or the expiration of statutes of limitations. The Company does not expect these changes to be material to the consolidated financial statements. The Company recognizes interest and, if applicable, penalties for any uncertain tax positions as a component of income tax expense.
The Company and its subsidiaries are subject to U.S. federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for fiscal years through September 30, 2018. Major jurisdictions where there are wholly owned subsidiaries of F5, Inc. which require income tax filings include the United Kingdom, Singapore, Israel, and India. The earliest periods open for review by local taxing authorities are fiscal years 2022 for the United Kingdom, 2019 for Singapore, 2019 for Israel, and 2018 for India. The Company is under audit by the Internal Revenue Service for fiscal year 2019, by various states for fiscal years 2018 through 2023, and by various foreign jurisdictions including India for fiscal years 2018 to 2023, Israel for fiscal years 2019 to 2022, Saudi Arabia for fiscal years 2015 to 2020, and Singapore for fiscal years 2019 to 2022.
v3.25.0.1
Shareholders' Equity
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity Note Disclosure Shareholders' Equity
Common Stock Repurchase
On October 25, 2024, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization is incremental to the existing $6.4 billion program, initially approved in October 2010 and expanded in subsequent fiscal years. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time.
The following table summarizes the Company's repurchases and retirements of its common stock under its Stock Repurchase Program (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Shares repurchased490922
Average price per share$255.31 $162.67 
Amount repurchased$125,010 $150,018 
As of December 31, 2024, the Company had $1,297.4 million remaining authorized to purchase shares under its share repurchase program.
v3.25.0.1
Net Income Per Share
3 Months Ended
Dec. 31, 2024
Net Income Per Share [Abstract]  
Net Income Per Share Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. The Company's nonvested restricted stock units do not have nonforfeitable rights to dividends or dividend equivalents and are not considered participating securities that should be included in the computation of earnings per share under the two-class method.
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Numerator
Net income$166,445 $138,382 
Denominator
Weighted average shares outstanding — basic58,305 59,122 
Dilutive effect of common shares from stock options and restricted stock units
753 531 
Weighted average shares outstanding — diluted59,058 59,653 
Basic net income per share$2.85 $2.34 
Diluted net income per share$2.82 $2.32 
Anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were not material for the three months ended December 31, 2024 and 2023.
v3.25.0.1
Segment Information
3 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Management has determined that the Company is organized as, and operates in, one reportable operating segment.
Revenues by Geographic Location and Other Information
The Company does business in three main geographic regions: the Americas (primarily the United States); Europe, the Middle East, and Africa ("EMEA"); and the Asia Pacific region ("APAC"). The Company's chief operating decision-maker reviews financial information presented on a consolidated basis accompanied by information about net product revenues and revenues by geographic region. The Company’s foreign offices conduct sales, marketing, research and development, and support activities. Revenues are attributed by geographic location based on the location of the end user customer.
The following presents revenues by geographic region (in thousands):
 
 Three months ended
December 31,
 20242023
Americas:
United States$407,388 $350,075 
Other24,585 26,315 
Total Americas431,973 376,390 
EMEA204,387 193,363 
APAC130,129 122,844 
$766,489 $692,597 
The Company continues to offer its products through a range of consumption models, from physical systems to software solutions and managed services. The following presents net product revenues by systems and software (in thousands):
 Three months ended
December 31,
 20242023
Net product revenues
Systems revenue$159,708 $135,373 
Software revenue208,789 170,486 
Total net product revenue$368,497 $305,859 
The following customers accounted for more than 10% of total net revenue:
 Three months ended
December 31,
 20242023
Ingram Micro, Inc.16.2 %15.3 %
Synnex Corporation16.8 %15.6 %
The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and are shown below (in thousands):
 December 31,
2024
September 30,
2024
Americas:
United States$112,655 $112,420 
Other1,621 1,773 
Total Americas114,276 114,193 
EMEA20,481 21,970 
APAC15,222 14,780 
$149,979 $150,943 
v3.25.0.1
Restructuring Charges
3 Months Ended
Dec. 31, 2024
Restructuring Charges [Abstract]  
Restructuring Charges Restructuring Charges
In the first quarters of fiscal 2025 and 2024, the Company initiated restructuring plans to match strategic and financial objectives and optimize resources for long term growth, including reduction in force programs. For the three months ended December 31, 2024 and 2023, the Company recorded restructuring charges of $11.3 million and $9.8 million, respectively. The Company did not record any significant subsequent charges related to the first quarter of fiscal 2024 restructuring plan, and does not expect to record any significant future charges related to the first quarter of fiscal 2025 restructuring plan.
In the third quarter of fiscal 2023, the Company initiated a restructuring plan to better align strategic and financial objectives, optimize operations, and drive efficiencies for long-term growth and profitability, including a reduction in force affecting approximately 620 employees, or approximately 9% of the Company’s global workforce as of April 19, 2023. This included $53.2 million in severance benefits costs and related employer payroll taxes, and $3.5 million in charges related to the reduction of its leased facility space. The Company incurred $56.7 million in restructuring costs and did not record any significant subsequent charges related to the third quarter of fiscal 2023 restructuring plan.
During the three months ended December 31, 2024 and 2023, the following activity was recorded (in thousands):
Three months ended
December 31,
20242023
Employee Severance, Benefits and Related Costs
Accrued expenses, beginning of period$— $3,496 
Restructuring charges1
11,321 8,472 
Cash payments(9,208)(9,510)
Accrued expenses, end of period$2,113 $2,458 
(1)    Includes restructuring charges and adjustments for in period relief of unused benefits and foreign currency fluctuations.
Charges related to employee severance, benefits, and related costs are reflected in the restructuring charges line item on the Company's consolidated income statements.
v3.25.0.1
Subsequent Events
3 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOn January 31, 2025, the Company's Revolving Credit Facility, with an aggregate principal amount of $350.0 million, expired. At the time of expiration, there were no outstanding borrowings under the Revolving Credit Facility.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net income $ 166,445 $ 138,382
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
shares
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Terminated false
Scot Rogers [Member]  
Trading Arrangements, by Individual  
Name Scot Rogers
Title EVP, General Counsel
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 27, 2024
Expiration Date November 17, 2025
Aggregate Available 15,217
François Locoh-Donou [Member]  
Trading Arrangements, by Individual  
Name François Locoh-Donou
Title President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 13, 2024
Expiration Date December 31, 2025
Aggregate Available 19,500
v3.25.0.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Description of Business
Description of Business
F5, Inc. (the "Company") is a leading provider of multicloud application security and delivery solutions which enable its customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud. The Company's cloud, software, and hardware solutions enable its customers to deliver digital experiences to their customers faster, reliably, and at scale. The Company's enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for multicloud environments, with modules that can run independently, or as part of an integrated solution on its high-performance appliances. In connection with its solutions, the Company offers a broad range of professional services, including consulting, training, maintenance, and other technical support services.
Basis of Presentation
Basis of Presentation
The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for their fair statement in conformity with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Recent Accounting Pronouncements
There have been no changes to the Company's significant accounting policies as of and for the three months ended December 31, 2024, except for the accounting policies for investments and fair value of financial instruments, which have been updated to include equity investments with no readily determinable fair value.
Investments
The Company classifies its debt investments as available-for-sale. Debt investments, consisting of money market funds, corporate and municipal bonds and notes, and the United States government and agency securities, are reported at fair value with the related unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses, credit allowances and impairments due to credit losses are included in other income (expense) in the Company’s consolidated income statements. Debt investments with maturities of less than one year or where management’s intent is to use the investments to fund current operations are classified as short-term investments. Debt investments with maturities of greater than one year are classified as long-term investments.
Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments, or measured using net asset value as a practical expedient to fair value and are classified as long-term investments on the Company's consolidated balance sheets. The Company performs a qualitative assessment on a periodic basis and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense) in the Company's consolidated income statements.
Fair Value of Financial Instruments
Short-term and long-term debt investments are recorded at fair value as the underlying securities are classified as available-for-sale with any unrealized gains or losses being recorded to other comprehensive income (loss). The fair value for securities held is determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
v3.25.0.1
Revenue from Contracts with Customers (Tables)
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Capitalized Contract Cost
The table below shows significant movements in capitalized contract acquisition costs (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$66,258 $66,468 
Additional capitalized contract acquisition costs13,223 7,287 
Amortization of capitalized contract acquisition costs(9,134)(9,114)
Balance, end of period$70,347 $64,641 
Contract with Customer, Asset and Liability
The table below shows significant movements in the deferred revenue balances (current and noncurrent) for the three months ended December 31, 2024 and 2023 (in thousands):
Three months ended
December 31,
20242023
Balance, beginning of period$1,797,959 $1,775,121 
Amounts added but not recognized as revenues556,919 452,697 
Revenues recognized related to the opening balance of deferred revenue(408,618)(397,708)
Balance, end of period$1,946,260 $1,830,110 
v3.25.0.1
Fair Value Measurements (Tables)
3 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis
The Company's financial assets measured at fair value on a recurring basis subject to the disclosure requirements at December 31, 2024 and September 30, 2024, were as follows (in thousands):
  Gross Unrealized Classification on Balance Sheet
December 31, 2024Fair Value Level Cost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$488,514 $— $— $488,514 $488,514 $— $— 
Total debt investments$488,514 $— $— $488,514 $488,514 $— $— 
Changes in fair value recorded in other net income (expense)
Equity investments*$11,177 $— $— $11,177 
Total equity investments11,177 — — 11,177 
Total investments$499,691 $488,514 $— $11,177 
* Equity investments presented in the table above include investments without readily determinable fair values that are measured at fair value using net asset value ("NAV") as a practical expedient, or are measured at cost with adjustments for observable changes in price or impairments. The equity investments are not classified within the fair value hierarchy.
  Gross Unrealized Classification on Balance Sheet
September 30, 2024Fair Value LevelCost or Amortized Cost Gains Losses Aggregate
Fair Value
Cash and Cash Equivalents Short-Term Investments Long-Term Investments
Changes in fair value recorded in other comprehensive income (loss)
Money Market FundsLevel 1$437,273 $— $— $437,273 $437,273 $— $— 
Total debt investments$437,273 $— $— $437,273 $437,273 $— $— 
Changes in fair value recorded in other net income (expense)
Equity investments*$8,580 $— $— $8,580 
Total equity investments8,580 — — 8,580 
Total investments$445,853 $437,273 $— $8,580 
* The fair value of this equity investment is measured at NAV which approximates fair value and is not classified within the fair value hierarchy.
v3.25.0.1
Balance Sheet Details (Tables)
3 Months Ended
Dec. 31, 2024
Balance Sheet Details [Abstract]  
Cash and Cash Equivalents
The following table provides a reconciliation of the Company's cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company's consolidated statements of cash flows for the periods presented (in thousands):
 December 31,
2024
September 30,
2024
Cash and cash equivalents$1,150,907 $1,074,602 
Restricted cash included in other assets, net1,991 3,738 
Total cash, cash equivalents and restricted cash$1,152,898 $1,078,340 
Inventories
Inventories consist of the following (in thousands):
December 31,
2024
September 30,
2024
Finished goods$29,141 $27,922 
Raw materials44,098 48,456 
$73,239 $76,378 
Other Current Assets
Other current assets consist of the following (in thousands):
December 31,
2024
September 30,
2024
Unbilled receivables$433,929 $401,104 
Prepaid expenses113,416 93,467 
Capitalized contract acquisition costs33,661 32,681 
Other51,887 42,215 
$632,893 $569,467 
Other Assets, Noncurrent
Other assets, net consist of the following (in thousands):
December 31,
2024
September 30,
2024
Intangible assets$101,015 $111,576 
Unbilled receivables303,854 277,965 
Capitalized contract acquisition costs36,685 33,577 
Other67,001 64,399 
$508,555 $487,517 
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 December 31,
2024
September 30,
2024
Payroll and benefits$153,661 $171,571 
Operating lease liabilities, current31,452 33,779 
Income and other tax accruals77,762 45,247 
Other53,494 49,479 
$316,369 $300,076 
Noncurrent Liabilities
Other long-term liabilities consist of the following (in thousands):
December 31,
2024
September 30,
2024
Income taxes payable$88,890 $85,461 
Other9,186 9,272 
$98,076 $94,733 
v3.25.0.1
Leases (Tables)
3 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Lease, Cost
The components of the Company's operating lease expenses for the three months ended December 31, 2024 and 2023 were as follows (in thousands):
Three months ended
December 31,
 20242023
Operating lease expense$10,007 $10,326 
Short-term lease expense819 695 
Variable lease expense5,592 6,034 
Total lease expense
$16,418 $17,055 
Assets And Liabilities Lessee
Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate):
December 31, 2024September 30, 2024
Operating lease right-of-use assets, net$198,206 $178,180 
Operating lease liabilities, current1
31,452 33,779 
Operating lease liabilities, long-term242,872 215,785 
Total operating lease liabilities
$274,324 $249,564 
Weighted average remaining lease term (in years)8.27.9
Weighted average discount rate3.14 %2.94 %
(1)Current portion of operating lease liabilities is included in accrued liabilities on the Company's consolidated balance sheets.
Lessee, Operating Lease, Liability, Maturity
As of December 31, 2024, the future operating lease payments for each of the next five years and thereafter is as follows (in thousands):
Fiscal Years Ending September 30:Operating Lease
Payments
2025 (remainder)$29,620 
202639,568 
202738,716 
202834,449 
202931,820 
203031,421 
Thereafter109,346 
Total lease payments314,940 
Less: imputed interest(40,616)
Total lease liabilities$274,324 
v3.25.0.1
Shareholders' Equity (Tables)
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Class of Treasury Stock
The following table summarizes the Company's repurchases and retirements of its common stock under its Stock Repurchase Program (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Shares repurchased490922
Average price per share$255.31 $162.67 
Amount repurchased$125,010 $150,018 
v3.25.0.1
Net Income Per Share (Tables)
3 Months Ended
Dec. 31, 2024
Net Income Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):
 Three months ended
December 31,
 20242023
Numerator
Net income$166,445 $138,382 
Denominator
Weighted average shares outstanding — basic58,305 59,122 
Dilutive effect of common shares from stock options and restricted stock units
753 531 
Weighted average shares outstanding — diluted59,058 59,653 
Basic net income per share$2.85 $2.34 
Diluted net income per share$2.82 $2.32 
v3.25.0.1
Segment Information (Tables)
3 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Revenues by Geographic Region
The following presents revenues by geographic region (in thousands):
 
 Three months ended
December 31,
 20242023
Americas:
United States$407,388 $350,075 
Other24,585 26,315 
Total Americas431,973 376,390 
EMEA204,387 193,363 
APAC130,129 122,844 
$766,489 $692,597 
Schedule of Product Revenues by Systems and Software The following presents net product revenues by systems and software (in thousands):
 Three months ended
December 31,
 20242023
Net product revenues
Systems revenue$159,708 $135,373 
Software revenue208,789 170,486 
Total net product revenue$368,497 $305,859 
Schedule of Revenue by Major Customers by Reporting Segments
The following customers accounted for more than 10% of total net revenue:
 Three months ended
December 31,
 20242023
Ingram Micro, Inc.16.2 %15.3 %
Synnex Corporation16.8 %15.6 %
Long-lived Assets by Geographic Region
The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and are shown below (in thousands):
 December 31,
2024
September 30,
2024
Americas:
United States$112,655 $112,420 
Other1,621 1,773 
Total Americas114,276 114,193 
EMEA20,481 21,970 
APAC15,222 14,780 
$149,979 $150,943 
v3.25.0.1
Restructuring Charges (Tables)
3 Months Ended
Dec. 31, 2024
Restructuring Charges [Abstract]  
Restructuring and Related Costs
During the three months ended December 31, 2024 and 2023, the following activity was recorded (in thousands):
Three months ended
December 31,
20242023
Employee Severance, Benefits and Related Costs
Accrued expenses, beginning of period$— $3,496 
Restructuring charges1
11,321 8,472 
Cash payments(9,208)(9,510)
Accrued expenses, end of period$2,113 $2,458 
(1)    Includes restructuring charges and adjustments for in period relief of unused benefits and foreign currency fluctuations.
v3.25.0.1
Revenue from Contracts with Customers - Capitalized contract acquisition costs (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Changes In Capitalized Contract Cost [Roll Forward]    
Beginning Balance $ 66,258 $ 66,468
Additional capitalized contract acquisition costs 13,223 7,287
Amortization of capitalized contract acquisition costs (9,134) (9,114)
Ending Balance $ 70,347 $ 64,641
v3.25.0.1
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Change in Contract with Customer, Liability [Roll Forward]    
Beginning Balance $ 1,797,959 $ 1,775,121
Amounts added but not recognized as revenues 556,919 452,697
Revenues recognized related to the opening balance of deferred revenue (408,618) (397,708)
Ending Balance $ 1,946,260 $ 1,830,110
v3.25.0.1
Revenue from Contracts with Customers - Narrative (Details) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Amortization of capitalized contract acquisition costs $ 9,134,000 $ 9,114,000
Capitalized Contract Cost, Impairment Loss $ 0 $ 0
v3.25.0.1
Revenue from Contracts with Customers - Remaining Performance Obligations (Details)
$ in Billions
Dec. 31, 2024
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue, remaining performance obligation, amount $ 1.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 12 months
Revenue, remaining performance obligation, percentage 62.60%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 12 months
Revenue, remaining performance obligation, percentage 22.70%
v3.25.0.1
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]    
Cash equivalents, fair value $ 488,514 $ 437,273
Debt Securities, Available-for-sale, Amortized Cost 488,514 437,273
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax 0 0
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax 0 0
Fair value 488,514 437,273
Debt Securities, Available-for-sale, Current 0 0
Debt Securities, Available-for-sale, Noncurrent 0 0
Equity Securities, FV-NI 11,177 8,580
Investments, Fair Value Disclosure 499,691 445,853
Equity Securities, FV-NI, Current 0 0
Short-term Investments 0 0
Equity Securities, FV-NI, Noncurrent 11,177 8,580
Long-term investments 11,177 8,580
Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]    
Cash equivalents, fair value 488,514 437,273
Fair Value, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]    
Equity Securities, FV-NI 11,177 8,580
Equity Securities, FV-NI, Current 0 0
Equity Securities, FV-NI, Noncurrent 11,177 8,580
Fair Value, Recurring | Money Market Funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]    
Cash equivalents, fair value $ 488,514 $ 437,273
v3.25.0.1
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest Income, Other $ 10.3 $ 7.9
v3.25.0.1
Business Combinations and Asset Acquisitions (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Fiscal Year 2024 Acquisitions  
Business Acquisition [Line Items]  
Goodwill, Acquired During Period $ 23.6
v3.25.0.1
Balance Sheet Details - Cash and Cash Equivalent (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Balance Sheet Details [Abstract]        
Cash and cash equivalents $ 1,150,907 $ 1,074,602    
Restricted cash included in other assets, net 1,991 3,738    
Total cash, cash equivalents and restricted cash $ 1,152,898 $ 1,078,340 $ 826,310 $ 800,835
v3.25.0.1
Balance Sheet Details - Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Balance Sheet Details [Abstract]    
Finished goods $ 29,141 $ 27,922
Raw materials 44,098 48,456
Inventories $ 73,239 $ 76,378
v3.25.0.1
Balance Sheet Details - Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Balance Sheet Details [Abstract]    
Unbilled receivables $ 433,929 $ 401,104
Prepaid expenses 113,416 93,467
Capitalized contract acquisition costs 33,661 32,681
Other 51,887 42,215
Other Assets, Current $ 632,893 $ 569,467
v3.25.0.1
Balance Sheet Details - Other Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Balance Sheet Details [Abstract]    
Intangible assets $ 101,015 $ 111,576
Unbilled receivables 303,854 277,965
Capitalized contract acquisition costs 36,685 33,577
Other 67,001 64,399
Other Assets, Noncurrent $ 508,555 $ 487,517
v3.25.0.1
Balance Sheet Details - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Balance Sheet Details [Abstract]    
Payroll and benefits $ 153,661 $ 171,571
Operating lease liabilities, current 31,452 33,779
Income and other tax accruals 77,762 45,247
Other 53,494 49,479
Accrued Liabilities, Current $ 316,369 $ 300,076
v3.25.0.1
Balance Sheet Details - Other Long-term Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Balance Sheet Details [Abstract]    
Income taxes payable $ 88,890 $ 85,461
Other 9,186 9,272
Other long-term liabilities $ 98,076 $ 94,733
v3.25.0.1
Debt Facilities - Narrative (Details) - Revolving Credit Facility
3 Months Ended
May 26, 2023
Jan. 31, 2020
USD ($)
Dec. 31, 2024
USD ($)
extension
Debt Instrument [Line Items]      
Aggregate principal amount   $ 350,000,000  
Conditional increase in borrowing capacity   $ 150,000,000.0  
Debt Instrument, Interest Rate, Basis for Effective Rate 0.10    
Number of extensions | extension     2
Length of extension period     1 year
Long-term line of credit     $ 0
Outstanding line of credit balance     $ 350,000,000.0
Minimum      
Debt Instrument [Line Items]      
Basis spread on variable rate 1.125% 1.125%  
Commitment fee percentage   0.125%  
Maximum      
Debt Instrument [Line Items]      
Basis spread on variable rate 1.75% 1.75%  
Commitment fee percentage   0.30%  
Alternate Base Rate | Minimum      
Debt Instrument [Line Items]      
Basis spread on variable rate 0.125% 0.125%  
Alternate Base Rate | Maximum      
Debt Instrument [Line Items]      
Basis spread on variable rate 0.75% 0.75%  
v3.25.0.1
Leases - Operating Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease expense $ 10,007 $ 10,326
Short-term lease expense 819 695
Variable lease expense 5,592 6,034
Total lease expense $ 16,418 $ 17,055
v3.25.0.1
Leases - Supplemental Balance Sheet (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Leases [Abstract]    
Operating lease right-of-use assets $ 198,206 $ 178,180
Operating lease liabilities, current 31,452 33,779
Operating lease liabilities, long-term 242,872 215,785
Total lease liabilities $ 274,324 $ 249,564
Weighted average remaining lease term (in years) 8 years 2 months 12 days 7 years 10 months 24 days
Weighted average discount rate 3.14% 2.94%
v3.25.0.1
Leases - Maturities of Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Leases [Abstract]    
2025 (remainder) $ 29,620  
2026 39,568  
2027 38,716  
2028 34,449  
2029 31,820  
2030 31,421  
Thereafter 109,346  
Total lease payments 314,940  
Less: imputed interest (40,616)  
Total lease liabilities $ 274,324 $ 249,564
v3.25.0.1
Leases - Narrative (Details)
ft² in Thousands, $ in Millions
3 Months Ended
Dec. 31, 2024
USD ($)
ft²
Lessee, Lease, Description [Line Items]  
Sublease Income $ 4.8
Sublease income payment remainder of fiscal year 3.1
Lessor, Operating Lease, Payments to be Received, Year Two $ 1.7
Office Building  
Lessee, Lease, Description [Line Items]  
Operating lease, number of square feet | ft² 515
v3.25.0.1
Commitments And Contingencies (Details) - USD ($)
$ in Millions
3 Months Ended
Apr. 11, 2023
Oct. 27, 2022
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]      
Product warranty period     1 year
Unrecorded Unconditional Purchase Obligation, to be Paid, Year One   $ 10.0  
Unrecorded Unconditional Purchase Obligation, to be Paid, Year Two   10.0  
Unrecorded Unconditional Purchase Obligation, to be Paid, Year Three   10.0  
Unrecorded Unconditional Purchase Obligation, to be Paid, Year Four   $ 10.0  
Unrecorded Unconditional Purchase Obligation, Term   4 years  
Unrecorded Unconditional Purchase Obligation   $ 40.0 $ 10.0
Unrecorded Unconditional Purchase Obligation, to be Paid, Remainder of Fiscal Year     $ 0.0
Litigation Settlement, Amount Awarded from Other Party $ 0.8    
v3.25.0.1
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Effective tax rate 20.40% 20.70%
Unrecognized tax benefit $ 88.9  
v3.25.0.1
Shareholders' Equity - Class of Treasury Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Equity, Class of Treasury Stock [Line Items]    
Treasury Stock Acquired, Average Cost Per Share $ 255.31 $ 162.67
Stock Repurchased and Retired During Period, Value $ 125,010 $ 150,018
October Twenty Six Two Thousand Ten Program    
Equity, Class of Treasury Stock [Line Items]    
Stock Repurchased and Retired During Period, Shares 490 922
v3.25.0.1
Shareholders' Equity - Narrative (Details) - October Twenty Six Two Thousand Ten Program - USD ($)
$ in Millions
Dec. 31, 2024
Oct. 25, 2024
Jul. 25, 2022
Equity, Class of Treasury Stock [Line Items]      
Share Repurchase Program, Authorized, Amount   $ 1,000.0 $ 6,400.0
Share Repurchase Program, Remaining Authorized, Amount $ 1,297.4    
v3.25.0.1
Net Income Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Numerator    
Net income $ 166,445 $ 138,382
Denominator    
Weighted average shares outstanding — basic (shares) 58,305 59,122
Dilutive effect of common shares from stock options and restricted stock units 753 531
Weighted average shares outstanding — diluted (shares) 59,058 59,653
Basic net income per share (dollars per share) $ 2.85 $ 2.34
Diluted net income per share (dollars per share) $ 2.82 $ 2.32
v3.25.0.1
Segment Information - Revenues by Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax $ 766,489 $ 692,597
United States    
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax 407,388 350,075
Other Americas    
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax 24,585 26,315
Total Americas    
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax 431,973 376,390
EMEA    
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax 204,387 193,363
APAC    
Schedule of Revenues by Geographic Region [Line Items]    
Revenue from contract with customer, excluding assessed tax $ 130,129 $ 122,844
v3.25.0.1
Segment Information - Product Revenues by Systems and Software (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Product Information [Line Items]    
Revenue from contract with customer, excluding assessed tax $ 766,489 $ 692,597
Product    
Product Information [Line Items]    
Revenue from contract with customer, excluding assessed tax 368,497 305,859
Systems [Member] | Product    
Product Information [Line Items]    
Revenue from contract with customer, excluding assessed tax 159,708 135,373
Software [Member] | Product    
Product Information [Line Items]    
Revenue from contract with customer, excluding assessed tax $ 208,789 $ 170,486
v3.25.0.1
Segment Information - Revenue by Major Customers (Details) - Net Revenue - Geographic Concentration
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Ingram Micro, Inc.    
Revenue, Major Customer [Line Items]    
Concentration risk percentage 16.20% 15.30%
Synnex Corporation    
Revenue, Major Customer [Line Items]    
Concentration risk percentage 16.80% 15.60%
v3.25.0.1
Segment Information - Long-lived Assets by Geographic Region (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net $ 149,979 $ 150,943
United States    
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net 112,655 112,420
Other Americas    
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net 1,621 1,773
Total Americas    
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net 114,276 114,193
EMEA    
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net 20,481 21,970
APAC    
Schedule of Long-lived Assets by Geographic Region [Line Items]    
Property, Plant and Equipment, Net $ 15,222 $ 14,780
v3.25.0.1
Segment Information - Narrative (Details)
3 Months Ended
Dec. 31, 2024
geographic_region
segment
Segment Reporting Information [Line Items]  
Number of reportable segments | segment 1
Number of geographic regions | geographic_region 3
v3.25.0.1
Restructuring Charges - Restructuring Activity (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Accrued expenses (Beginning balance) $ 0 $ 3,496
Severance Costs, Including Other Adjustments 11,321 8,472
Payments for Restructuring (9,208) (9,510)
Accrued expenses (Ending balance) $ 2,113 $ 2,458
v3.25.0.1
Restructuring Charges - Narrative (Details)
$ in Thousands
3 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jun. 30, 2023
USD ($)
Rate
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 11,321 $ 8,472  
Q1 2025 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Severance Costs $ 11,300    
Q1 2024 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Severance Costs   $ 9,800  
Q3 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Severance Costs     $ 53,200
Restructuring and Related Cost, Number of Positions Eliminated     620
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | Rate     9.00%
Other Restructuring Costs     $ 3,500
Restructuring charges     $ 56,700
v3.25.0.1
Subsequent Events - Narrative (Details) - Revolving Credit Facility - USD ($)
Jan. 31, 2025
Dec. 31, 2024
Jan. 31, 2020
Subsequent Event [Line Items]      
Outstanding line of credit balance   $ 350,000,000.0  
Long-term line of credit   $ 0  
Aggregate principal amount     $ 350,000,000
Subsequent Event      
Subsequent Event [Line Items]      
Outstanding line of credit balance $ 0    
Long-term line of credit $ 0    

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