Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
July 24, 2023
F5, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
801 5th Avenue
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02Results of Operations and Financial Condition
On July 24, 2023, F5, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended June 30, 2023. The press release is attached hereto as Exhibit 99.1. The information in the press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01Financial Statements and Exhibits
(d) Exhibits:
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F5, INC.
Date: July 24, 2023By:/s/ François Locoh-Donou
François Locoh-Donou
President and Chief Executive Officer

Exhibit No.Description
99.1Press Release of F5, Inc. announcing quarterly earnings dated July 24, 2023.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

Q3 FY23 Earnings Release
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Suzanne DuLong
+1 (206) 272-7049
Rob Gruening
+1 (206) 272-6208

F5 Reports 4% Third Quarter Fiscal Year 2023 Revenue Growth; Delivers Significant Operating Leverage and Strong EPS Growth

SEATTLE, WA - July 24, 2023 - F5, Inc. (NASDAQ: FFIV) today announced financial results for its third quarter of fiscal year 2023.
“In an environment that remains challenged by macroeconomic uncertainty, our team is executing well, delivering third-quarter revenue at the midpoint of our guidance range and earnings per share well above the high end of our guidance range,” said François Locoh-Donou, F5’s President and CEO. “We are seeing some early signs of demand stabilization, as customers look to F5 to help them secure and optimize the applications and APIs that power their businesses.”
Third Quarter Performance Summary
Third quarter fiscal year 2023 revenue grew 4% from the year ago period, to $703 million, up from $674 million in fiscal year 2022. Global services revenue grew 8% from the year-ago period while product revenue grew 1%, reflecting 5% systems revenue growth and software revenue that was down 3% from the year-ago period.
GAAP gross profit for the third quarter of fiscal year 2023 was $561 million, representing GAAP gross margin of 79.8%. This compares with GAAP gross profit of $544 million in the year-ago period, which represented GAAP gross margin of 80.6%. Non-GAAP gross profit for the third quarter of fiscal year 2023 was $579 million, representing non-GAAP gross margin of 82.5%. This compares with non-GAAP gross profit of $561 million in the year-ago period, which represented non-GAAP gross margin of 83.2%.
GAAP operating profit for the period was $104 million, representing GAAP operating margin of 14.7%. This compares with GAAP operating profit of $107 million in the year-ago period, which represented GAAP operating margin of 15.9%. Non-GAAP operating profit for the period was $233 million, representing non-GAAP operating margin of 33.2%. This compares to non-GAAP operating profit of $194 million in the year-ago period, which represented non-GAAP operating margin of 28.8%.
GAAP net income for the third quarter of fiscal year 2023 was $89 million, or $1.48 per diluted share compared to $83 million, or $1.37 per diluted share, in the third quarter of fiscal year 2022. Non-GAAP net income for the third quarter of fiscal year 2023 was $194 million, or $3.21 per diluted share, compared to $155 million, or $2.57 per diluted share, in fiscal year 2022.

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GAAP Measures
Q3 FY2023Q3 FY2022
Gross profit$561M$544M
Gross margin79.8%80.6%
Operating profit$104M$107M
Operating margin14.7%15.9%
Net income$89M$83M
Non-GAAP Measures
Q3 FY2023Q3 FY2022
Gross profit$579M$561M
Gross margin82.5%83.2%
Operating profit$233M$194M
Operating margin33.2%28.8%
Net income$194M$155M
A reconciliation of GAAP to non-GAAP measures is included in the attached Consolidated Income Statements. Additional information about non-GAAP financial information is included in this release.
Business Outlook
“Over the last several years, through the combination of organic innovation, acquisitions and technology integration, we have created a converged portfolio uniquely capable of simplifying the complexities our customers face operating today’s hybrid, multi-cloud IT environments,” continued Locoh-Donou. “We are delivering the gross margin improvement and operating leverage we committed to, and we are confident in our ability to achieve our target of double-digit non-GAAP earnings growth for fiscal year 2023,”
For the fourth quarter of fiscal year 2023, F5 expects to deliver revenue in the range of $690 million to $710 million, with non-GAAP earnings in the range of $3.15 to $3.27 per diluted share.
All forward-looking non-GAAP measures included in the Company’s business outlook exclude estimates for amortization of intangible assets, share-based compensation expenses, significant effects of tax legislation and judicial or administrative interpretation of tax regulations (including the impact of income tax reform), non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions, and do not include the impact of any future acquisitions or divestitures, acquisition-related charges and write-downs, restructuring charges, facility exit costs, or other non-recurring charges that may occur in the period. F5 is unable to provide a reconciliation of non-GAAP earnings guidance measures to corresponding U.S. generally accepted accounting principles or GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the foregoing items that have been excluded. Material changes to any one of these items could have a significant effect on our guidance and future GAAP results. Certain exclusions, such as amortization of intangible assets and share-based compensation expenses, are generally incurred each quarter, but the amounts have historically varied and may continue to vary significantly from quarter to quarter.
Live Webcast and Conference Call
F5 will host a live webcast to review its financial results and outlook today, July 24, 2023, at 4:30 pm ET. The live webcast is accessible from the investor relations page of F5.com. To participate in the live call via telephone in the U.S. and Canada, dial +1 (877) 407-0312. Outside the U.S. and Canada, dial +1 (201) 389-0899. Please call at least

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5 minutes prior to the call start time. The webcast replay will be archived on the investor relations portion of F5’s website.
Forward Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding F5’s future financial performance including revenue, revenue growth, gross margins, operating leverage, earnings growth, future customer demand and spending, markets, and the performance and benefits of the Company's products. These, and other statements that are not historical facts, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors. Such forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: customer acceptance of offerings; continued disruptions to the global supply chain resulting in inability to source required parts for F5’s products or the ability to only do so at greatly increased prices thereby impacting our revenues and/or margins; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; F5’s ability to successfully integrate acquired businesses’ products with F5 technologies; the ability of F5’s sales professionals and distribution partners to sell new solutions and service offerings; the timely development, introduction and acceptance of additional new products and features by F5 or its competitors; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into F5’s markets, and new product and marketing initiatives by our competitors; increased sales discounts; the business impact of the acquisitions and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of completion of acquisitions; uncertain global economic conditions which may result in reduced customer demand for our products and services and changes in customer payment patterns; litigation involving patents, intellectual property, shareholder and other matters, and governmental investigations; potential security flaws in the Company’s networks, products or services; cybersecurity attacks on its networks, products or services; natural catastrophic events; a pandemic or epidemic; F5’s ability to sustain, develop and effectively utilize distribution relationships; F5’s ability to attract, train and retain qualified product development, marketing, sales, professional services and customer support personnel; F5’s ability to expand in international markets; the unpredictability of F5’s sales cycle; the ability of F5 to execute on its share repurchase program including the timing of any repurchases; future prices of F5’s common stock; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results to vary from expectations. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in F5’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. All forward-looking statements in this press release are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. F5 assumes no obligation to revise or update these forward-looking statements.
GAAP to non-GAAP Reconciliation
F5’s management evaluates and makes operating decisions using various operating measures. These measures are generally based on the revenues of its products, services operations, and certain costs of those operations, such as cost of revenues, research and development, sales and marketing and general and administrative expenses. One such measure is GAAP net income excluding, as applicable, stock-based compensation, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, net of taxes, restructuring charges, and certain non-recurring tax expenses and benefits, which is a non-GAAP financial measure under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. This measure of non-GAAP net income is

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adjusted by the amount of additional taxes or tax benefit that the Company would accrue if it used non-GAAP results instead of GAAP results to calculate the Company’s tax liability.
The non-GAAP adjustments, and F5's basis for excluding them from non-GAAP financial measures, are outlined below:
Stock-based compensation. Stock-based compensation consists of expense for stock options, restricted stock, and employee stock purchases through the Company’s Employee Stock Purchase Plan. Although stock-based compensation is an important aspect of the compensation of F5’s employees and executives, management believes it is useful to exclude stock-based compensation expenses to better understand the long-term performance of the Company’s core business and to facilitate comparison of the Company’s results to those of peer companies.
Amortization and impairment of purchased intangible assets. Purchased intangible assets are amortized over their estimated useful lives, and generally cannot be changed or influenced by management after the acquisition. On a non-recurring basis, when certain events or circumstances are present, management may also be required to write down the carrying value of its purchased intangible assets and recognize impairment charges. Management does not believe these charges accurately reflect the performance of the Company’s ongoing operations; therefore, they are not considered by management in making operating decisions. However, investors should note that the use of intangible assets contributed to F5’s revenues earned during the periods presented and will contribute to F5’s future period revenues as well.
Facility-exit costs. F5 has incurred charges in connection with the exit of facilities as well as other non-recurring lease activity. These charges are not representative of ongoing costs to the business and are not expected to recur. As a result, these charges are being excluded to provide investors with a more comparable measure of costs associated with ongoing operations.
Acquisition-related charges, net. F5 does not acquire businesses on a predictable cycle and the terms and scope of each transaction can vary significantly and are unique to each transaction. F5 excludes acquisition-related charges from its non-GAAP financial measures to provide a useful comparison of the Company’s operating results to prior periods and to its peer companies. Acquisition-related charges consist of planning, execution and integration costs incurred directly as a result of an acquisition.
Restructuring charges. F5 has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and costs associated with exiting facility-lease commitments. F5 excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.
Management believes that non-GAAP net income per share provides useful supplemental information to management and investors regarding the performance of the Company’s core business operations and facilitates comparisons to the Company’s historical operating results. Although F5’s management finds this non-GAAP measure to be useful in evaluating the performance of the core business, management’s reliance on this measure is limited because items excluded from such measures could have a material effect on F5’s earnings and earnings per share calculated in accordance with GAAP. Therefore, F5’s management will use its non-GAAP earnings and earnings per share measures, in conjunction with GAAP earnings and earnings per share measures, to address these limitations when evaluating the performance of the Company’s core business. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP.
F5 believes that presenting its non-GAAP measures of earnings and earnings per share provides investors with an additional tool for evaluating the performance of the Company’s core business and is used by management in its own evaluation of the Company’s performance. Investors are encouraged to look at GAAP results as the best measure of financial performance. However, while the GAAP results are more complete, the Company provides investors these supplemental measures since, with reconciliation to GAAP, it may provide additional insight into the Company’s operational performance and financial results.

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For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section in our attached Condensed Consolidated Income Statements entitled “Non-GAAP Financial Measures.”
About F5
F5 is a multi-cloud application services and security company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure and optimize apps and APIs anywhere—on premises, in the cloud, or at the edge. F5 enables organizations to provide exceptional, secure digital experiences for their customers and continuously stay ahead of threats. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on Twitter or visit us on LinkedIn and Facebook for more information about F5, its partners, and technologies. F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.
F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.

SOURCE: F5, Inc.

F5, Inc.
Consolidated Balance Sheets
(unaudited, in thousands)
 June 30,September 30,
Current assets
Cash and cash equivalents$677,498 $758,012 
Short-term investments13,109 126,554 
Accounts receivable, net of allowances of $5,172 and $6,020439,518 469,979 
Inventories46,102 68,365 
Other current assets537,557 489,314 
Total current assets1,713,784 1,912,224 
Property and equipment, net171,147 168,182 
Operating lease right-of-use assets204,196 227,475 
Long-term investments5,887 9,544 
Deferred tax assets271,171 183,365 
Goodwill2,288,678 2,259,282 
Other assets, net464,293 516,122 
Total assets$5,119,156 $5,276,194 
Current liabilities
Accounts payable$65,499 $113,178 
Accrued liabilities274,255 309,819 
Deferred revenue1,149,787 1,067,182 
Current portion of long-term debt— 349,772 
Total current liabilities1,489,541 1,839,951 
Deferred tax liabilities3,883 2,781 
Deferred revenue, long-term641,647 624,398 
Operating lease liabilities, long-term250,077 272,376 
Other long-term liabilities76,505 67,710 
Total long-term liabilities972,112 967,265 
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding— — 
Common stock, no par value; 200,000 shares authorized, 59,296 and 59,860 shares issued and outstanding32,519 91,048 
Accumulated other comprehensive loss(21,936)(26,176)
Retained earnings2,646,920 2,404,106 
Total shareholders’ equity2,657,503 2,468,978 
Total liabilities and shareholders’ equity$5,119,156 $5,276,194 

F5, Inc.
Consolidated Income Statements
(unaudited, in thousands, except per share amounts)
 Three Months EndedNine Months Ended
June 30,June 30,
Net revenues
Products$328,175 $326,482 $1,009,314 $967,149 
Services374,467 348,006 1,096,881 1,028,663 
Total702,642 674,488 2,106,195 1,995,812 
Cost of net revenues (1)(2)(3)(4)
Products87,940 73,558 286,590 226,454 
Services53,743 57,175 165,754 165,711 
Total141,683 130,733 452,344 392,165 
Gross profit560,959 543,755 1,653,851 1,603,647 
Operating expenses (1)(2)(3)(4)
Sales and marketing207,202 226,731 673,383 689,592 
Research and development128,765 138,737 412,451 404,846 
General and administrative64,775 70,823 201,802 205,038 
Restructuring charges56,648 — 65,388 7,909 
Total457,390 436,291 1,353,024 1,307,385 
Income from operations103,569 107,464 300,827 296,262 
Other income (expense), net2,896 (6,221)10,335 (10,586)
Income before income taxes106,465 101,243 311,162 285,676 
Provision for income taxes17,489 18,224 68,348 52,862 
Net income$88,976 $83,019 $242,814 $232,814 
Net income per share — basic$1.48 $1.38 $4.04 $3.85 
Weighted average shares — basic59,977 59,965 60,133 60,450 
Net income per share — diluted$1.48 $1.37 $4.02 $3.80 
Weighted average shares — diluted60,314 60,460 60,463 61,345 
Non-GAAP Financial Measures
Net income as reported$88,976 $83,019 $242,814 $232,814 
Stock-based compensation expense56,472 61,875 183,385 189,761 
Amortization and impairment of purchased intangible assets13,876 12,701 39,130 44,988 
Facility-exit costs1,527 1,750 5,066 8,010 
Acquisition-related charges1,327 10,224 16,109 40,081 
Restructuring charges56,648 — 65,388 7,909 
Tax effects related to above items(25,173)(14,427)(55,337)(58,587)
Net income excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, restructuring charges and non-recurring tax expenses and benefits (non-GAAP) - diluted$193,653 $155,142 $496,555 $464,976 
Net income per share excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, restructuring charges and non-recurring tax expenses and benefits (non-GAAP) - diluted$3.21 $2.57 $8.21 $7.58 
Weighted average shares - diluted60,314 60,460 60,463 61,345 
(1) Includes stock-based compensation expense as follows:
Cost of net revenues$7,297 $7,203 $22,516 $22,089 
Sales and marketing22,561 25,572 75,171 79,938 
Research and development16,297 17,502 53,528 54,318 
General and administrative10,317 11,598 32,170 33,416 
$56,472 $61,875 $183,385 $189,761 
(2) Includes amortization and impairment of purchased intangible assets as follows:
Cost of net revenues$10,984 $9,960 $30,902 $29,878 
Sales and marketing2,672 2,389 7,451 13,780 
General and administrative220 352 777 1,330 
$13,876 $12,701 $39,130 $44,988 
(3) Includes facility-exit costs as follows:
Cost of net revenues$150 $62 $501 $1,155 
Sales and marketing481 546 1,630 2,183 
Research and development542 627 1,720 2,755 
General and administrative354 515 1,215 1,917 
$1,527 $1,750 $5,066 $8,010 
(4) Includes acquisition-related charges as follows:
Cost of net revenues$45 $96 $212 $291 
Sales and marketing349 2,493 2,513 12,266 
Research and development330 5,479 5,331 17,170 
General and administrative603 2,156 8,053 10,354 
$1,327 $10,224 $16,109 $40,081 

F5, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 Nine Months Ended
June 30,
Operating activities
Net income$242,814 $232,814 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation183,384 189,761 
Depreciation and amortization83,173 88,398 
Non-cash operating lease costs29,977 29,071 
Deferred income taxes(85,091)(28,956)
Impairment of assets3,455 6,175 
Other2,137 585 
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable31,507 (116,137)
Inventories22,263 (21,732)
Other current assets(47,488)(106,070)
Other assets13,231 (50,400)
Accounts payable and accrued liabilities(79,608)(33,398)
Deferred revenue98,054 136,872 
Lease liabilities(34,200)(38,707)
Net cash provided by operating activities463,608 288,276 
Investing activities
Purchases of investments(1,789)(58,514)
Maturities of investments103,513 178,372 
Sales of investments16,085 120,564 
Acquisition of businesses, net of cash acquired(35,049)(67,911)
Purchases of property and equipment(38,802)(25,117)
Net cash provided by investing activities43,958 147,394 
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
59,497 63,681 
Repurchase of common stock(290,041)(500,023)
Payments on term debt agreement(350,000)(15,000)
Taxes paid related to net share settlement of equity awards(11,369)(18,907)
Net cash used in financing activities(591,913)(470,249)
Net decrease in cash, cash equivalents and restricted cash(84,347)(34,579)
Effect of exchange rate changes on cash, cash equivalents and restricted cash3,729 (3,633)
Cash, cash equivalents and restricted cash, beginning of period762,207 584,333 
Cash, cash equivalents and restricted cash, end of period$681,589 $546,121 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of lease liabilities$40,619 $44,115 
Cash paid for interest on long-term debt2,970 4,287 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations$10,544 $614