<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1999

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-1
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           AKAMAI TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------

<TABLE>
<S>                                <C>                                <C>
             DELAWARE                             7389                            04-3432319
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)           IDENTIFICATION NUMBER)
</TABLE>

                                  201 BROADWAY
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 250-3000
    (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                            ROBERT O. BALL III, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                           AKAMAI TECHNOLOGIES, INC.
                                  201 BROADWAY
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 250-3000
                (NAME, ADDRESS INCLUDING ZIP CODE AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:

<TABLE>
<S>                                                 <C>
                JOHN H. CHORY, ESQ.                               KEITH F. HIGGINS, ESQ.
               SUSAN W. MURLEY, ESQ.                               DAVID B. WALEK, ESQ.
                 HALE AND DORR LLP                                     ROPES & GRAY
                  60 STATE STREET                                 ONE INTERNATIONAL PLACE
            BOSTON, MASSACHUSETTS 02109                         BOSTON, MASSACHUSETTS 02110
             TELEPHONE: (617) 526-6000                           TELEPHONE: (617) 951-7000
             TELECOPY: (617) 526-5000                            TELECOPY: (617) 951-7050
</TABLE>

                            ------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box.  [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]
---------

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [ ]
---------

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [ ]
---------

     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM
                  TITLE OF EACH CLASS OF                        AGGREGATE OFFERING               AMOUNT OF
               SECURITIES TO BE REGISTERED                           PRICE(1)               REGISTRATION FEE(2)
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                          <C>
Common Stock, $.01 par value per share....................         $86,250,000                    $23,978
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.

(2) Calculated pursuant to Rule 457(a) based on an estimate of the proposed
    maximum aggregate offering price.
                            ------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued          , 1999
                                              Shares

                                 [AKAMAI LOGO]

                                  COMMON STOCK
                            ------------------------
AKAMAI TECHNOLOGIES, INC. IS OFFERING                SHARES OF COMMON STOCK.
THIS IS OUR INITIAL PUBLIC OFFERING AND NO PUBLIC MARKET CURRENTLY EXISTS FOR
OUR SHARES. WE ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN
$     AND $     PER SHARE.

                            ------------------------

WE HAVE APPLIED TO LIST OUR COMMON STOCK ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "AKAM."

                            ------------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
                            ------------------------

                          PRICE $              A SHARE
                            ------------------------

<TABLE>
<CAPTION>
                                                              UNDERWRITING
                                      PRICE TO               DISCOUNTS AND              PROCEEDS TO
                                       PUBLIC                 COMMISSIONS                  AKAMAI
                               ----------------------    ----------------------    ----------------------
<S>                            <C>                       <C>                       <C>
Per Share....................            $                         $                         $
Total........................            $                         $                         $
</TABLE>

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Akamai has granted the underwriters the right to purchase up to an additional
            shares to cover over-allotments. Morgan Stanley & Co. Incorporated
expects to deliver the shares of common stock to purchasers on       , 1999.

                            ------------------------

MORGAN STANLEY DEAN WITTER
           DONALDSON, LUFKIN & JENRETTE
                        SALOMON SMITH BARNEY
                                   THOMAS WEISEL PARTNERS LLC
            , 1999
<PAGE>   3

                               [GATEFOLD ARTWORK]
                                    TO COME

 [Narrative description of graphic material omitted in electronically filed
document

 The following text is at the top of the page and spans the front cover foldout:

                   AKAMAI's INTERNET CONTENT DELIVERY SERVICE

 The following text appears on the left hand side of the inside front cover
foldout above the first graphic:

 Internet Content Delivery Without FreeFlow Service

 The left hand side of the inside front cover contains a graphic that consists
of a personal computer on the left and a server on the right. The server is
labeled "Customer Web Server." Clouds and arrows cross back and forth between
the personal computer and the Web Server.

Below this graphic the following text appears:

 The arrows are labeled as follows:

 - Step 1 User enters URL

 - Step 2 Web Server returns HTML with embedded URLS

 - Step 3 User browsers requests embedded objects

 - Step 4 Rich content served

 Akamai's technology changes the way in which content on a Web page is delivered
to an Internet user without interrupting the normal data flow. Normally, when a
user clicks on any Web page, the Web site returns a Hypertext Markup Language,
or HTML, text file containing text and formatting instructions which the browser
uses to display the page. This text file also contains the Universal Resource
Locators, or URLs, of non-text objects on the page, such as photographs, banner
advertisements, graphics and software downloads.

 The following text appears on the right hand side of the inside front cover
above a second graphic:

 Internet Content Delivery With FreeFlow Service.

 The right hand side of the front cover contains a graphic that consists of a
personal computer on the left and a server on the right labeled "Customer Web
Server." Below the personal computer there is a server labeled "Akamai Server."
Clouds and arrows cross back and forth between the personal computer and the Web
Server and the personal computer and the Akamai Server. The arrows are labeled
as follows:

 - Step 1 User enters URL

 - Step 2 Web server returns HTML with embedded URLs

 - Step 3 User browser requests embedded objects

 - Step 4 Rich content served

     below the graphic the following text appears

 Akamai's customers identify which of their Web objects are to be delivered over
Akamai's network. The customer then runs a software utility provided by Akamai,
called FreeFlow Launcher, which searches for the URLs of the selected objects
and tags them with a special code. The result is that when a user's browser
downloads an HTML file containing the coded Web objects for that page, the
browser is automatically pointed to Akamai's network to retrieve those objects.
Our process does not require any modification to the browser or other personal
computer configuration changes. While Akamai can serve the HTML as well as the
objects embedded in it, our customers typically choose to serve the HTML
themselves to maintain direct contact with the user. Thus, even while users are
receiving content from our servers, our customers can continue to count Web site
visitors, track user demographics and dynamically assemble Web page content,
including the insertion of targeted advertising and other personalized content.]
<PAGE>   4

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                         PAGE
                                         ----
<S>                                      <C>
PROSPECTUS SUMMARY.....................    3
RISK FACTORS...........................    6
SPECIAL NOTE REGARDING FORWARD-LOOKING
  STATEMENTS...........................   16
USE OF PROCEEDS........................   17
DIVIDEND POLICY........................   17
CAPITALIZATION.........................   18
DILUTION...............................   19
SELECTED FINANCIAL DATA................   20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS...........................   21
</TABLE>

<TABLE>
<CAPTION>
                                         PAGE
                                         ----
<S>                                      <C>
BUSINESS...............................   25
MANAGEMENT.............................   36
RELATED PARTY TRANSACTIONS.............   41
PRINCIPAL STOCKHOLDERS.................   44
DESCRIPTION OF CAPITAL STOCK...........   46
SHARES ELIGIBLE FOR FUTURE SALE........   48
UNDERWRITERS...........................   50
LEGAL MATTERS..........................   52
EXPERTS................................   52
WHERE YOU CAN FIND MORE INFORMATION....   52
INDEX TO FINANCIAL STATEMENTS..........  F-1
</TABLE>

                            ------------------------

     UNTIL                , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS),
ALL DEALERS THAT BUY, SELL OR TRADE THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                        2
<PAGE>   5

                               PROSPECTUS SUMMARY

     You should read the following summary together with the more detailed
information about Akamai and the common stock being sold in this offering and
our financial statements and accompanying notes appearing elsewhere in this
prospectus.

                           AKAMAI TECHNOLOGIES, INC.

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users. Using software that is based on our proprietary algorithms, we monitor
Internet traffic patterns and deliver our customers' content by the most
efficient route. Our service is easy to implement and does not require our
customers or their Web site visitors to make any hardware or software
modifications. Using our FreeFlow service, our customers have been able to more
than double the speed at which they deliver content to their users and, in some
instances, have been able to improve speeds by ten times or more.

     The ability of a Web site to attract users is in part based on the richness
of its content. Increasingly, Web site owners want to enhance their content by
adding graphics, such as photographs, images and logos, as well as deploying
newer technologies, such as video and audio streaming, animation and software
downloads. While richer content attracts more visitors, it also places
increasing demands on the Web site to deliver the content quickly and reliably.
As a result, Web site owners frequently elect to constrain the amount of rich
content on their Web sites, thus sacrificing the quality of the user experience
to maintain minimally acceptable performance levels.

     To use our service, customers identify and tag portions of their Web site
content that require significant amounts of bandwidth, such as advertising
banners, icons, graphics and software downloads. These tagged items are
delivered over our server network. When users request this content, which we
call "Akamaized" content, our FreeFlow service routes the request to the server
that is best able to deliver the content most quickly based on the geographic
proximity, performance and congestion of all available servers on our network.

     Our technology originated from research that our founders began developing
at the Massachusetts Institute of Technology in 1995. We introduced our FreeFlow
service commercially in April 1999. As of July 31, 1999, we had 900 Akamai
servers deployed in 15 countries across 25 telecommunications networks,
providing our customers with a guaranteed global Internet content delivery
service. Our customers, which operate many of the most trafficked Web sites,
include Apple Computer, CNN Interactive, Discovery Channel Online, Infoseek, J.
Crew.com, The Motley Fool and Yahoo!.

     We currently sell our service primarily through a direct sales force. Our
plan is to continue to pursue heavily trafficked Web sites through our direct
sales force and to penetrate other markets through indirect distribution
channels. Currently our sales force is actively targeting primarily domestic
companies, focusing on the 300 Web sites that have the greatest number of
visitors, Fortune 100 companies and Global 2000 companies with large operations
in the United States.

                              RECENT DEVELOPMENTS

     In August 1999 we entered into a strategic alliance with Cisco Systems to
enhance and jointly develop new content routing, switching and caching
technologies to improve the performance of Web content delivery. Cisco purchased
shares of our Series E convertible preferred stock for an aggregate purchase
price of approximately $49.0 million in August 1999. For more detailed
information about our strategic alliance with Cisco, see "Business -- Strategic
Alliances -- Cisco Systems" on page 30.

                                        3
<PAGE>   6

                                  THE OFFERING

Common stock offered................            shares

Common stock to be outstanding after
this offering.......................            shares

Use of proceeds.....................     For working capital and general
                                         corporate purposes. For more detailed
                                         information, see "Use of Proceeds" on
                                         page 17.

Proposed Nasdaq National Market
symbol..............................     AKAM

                             SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
                                                          PERIOD FROM INCEPTION
                                                        (AUGUST 20, 1998) THROUGH    SIX MONTHS ENDED
                                                            DECEMBER 31, 1998         JUNE 30, 1999
                                                        -------------------------    ----------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                     <C>                          <C>
STATEMENT OF OPERATIONS DATA:
Revenue...............................................           $   --                  $    404
Total operating expenses..............................              900                    10,043
Operating loss........................................             (900)                   (9,639)
Net loss..............................................             (890)                   (9,783)
Net loss attributable to common stockholders..........             (890)                  (10,078)
Basic and diluted net loss per share..................           $(0.12)                 $  (1.07)
Weighted average common shares outstanding............            7,507                     9,446
Pro forma basic and diluted net loss per share
  (unaudited).........................................           $(0.09)                 $  (0.46)
Pro forma weighted average common shares outstanding
  (unaudited).........................................            9,631                    21,207
</TABLE>

     Weighted average shares used in computing the pro forma basic and diluted
net loss per share have been calculated assuming the conversion of all shares of
convertible preferred stock outstanding as of June 30, 1999 into common stock as
if the shares had converted immediately upon issuance. Accordingly, accrued
dividends and accretion to redemption value are not included in the calculation
of pro forma basic and diluted loss per share. The pro forma as adjusted column
in the balance sheet data below gives effect to the conversion of all shares of
convertible preferred stock outstanding as of June 30, 1999 into common stock
upon the closing of this offering and the sale of the                shares of
common stock in this offering at an assumed initial public offering price of
$     , after deducting the estimated underwriting discounts and commissions and
estimated offering expenses payable by us.

     Pro forma and as adjusted shares have not been adjusted for the issuance of
1,867,480 shares of Series E convertible preferred stock on August 6, 1999.

<TABLE>
<CAPTION>
                                                               AS OF JUNE 30, 1999
                                                              ----------------------
                                                                          PRO FORMA
                                                              ACTUAL     AS ADJUSTED
                                                              -------    -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................  $44,829
Working capital.............................................   41,602
Total assets................................................   52,627
Long-term liabilities.......................................   12,128
Convertible preferred stock.................................   40,929
Total stockholders' equity (deficit)........................  $(4,693)
</TABLE>

                                        4
<PAGE>   7

     Except as set forth in our financial statements or as otherwise indicated,
all information in this prospectus:

     - Assumes no exercise of the underwriters' over-allotment option;

     - Reflects the conversion of all shares of our convertible preferred stock
       outstanding as of June 30, 1999 into an aggregate of 16,107,847 shares of
       common stock;

     - Reflects a 3-for-1 stock split of our common stock effected on January
       28, 1999 and a 3-for-1 stock split of our common stock effected on May
       25, 1999; and

     - Reflects the filing, as of the closing of the offering, of our amended
       and restated certificate of incorporation and the adoption of our amended
       and restated by-laws implementing provisions described below under
       "Description of Capital Stock -- Delaware Law and Our Charter and By-Law
       Provisions; Anti-Takeover Effects" on page 46.

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of common stock and
seeking offers to buy shares of common stock only in jurisdictions where offers
and sales are permitted.

     We are a Delaware corporation. Our principal executive offices are located
at 201 Broadway, Cambridge, Massachusetts 02139 and our telephone number is
(617) 250-3000. Our World Wide Web site address is www.akamai.com. The
information in our Web site is not incorporated by reference into this
prospectus.

     Akamai, the Akamai logo and FreeFlow are our trademarks. This prospectus
also contains trademarks and trade names of other companies.

                                        5
<PAGE>   8

                                  RISK FACTORS

     You should consider carefully the risks described below before you decide
to buy our common stock. The risks and uncertainties described below are not the
only ones facing us. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In such case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.

RISKS RELATED TO OUR BUSINESS

  OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY.

     We were founded in August 1998 and began offering our FreeFlow service in
April 1999. We have limited meaningful historical financial data upon which to
base planned operating expenses and upon which investors may evaluate us and our
prospects. In addition, our operating expenses are largely based on anticipated
revenue trends and a high percentage of our expenses are and will continue to be
fixed in the short-term. You should consider the risks and difficulties
frequently encountered by companies like ourselves in a new and rapidly evolving
market. Our ability to sell our service and the level of success we achieve,
depends, among other things, on the level of demand for Internet content
delivery services, which is a new and rapidly evolving market. Our business
strategy may be unsuccessful, and we may not successfully address the risks we
face.

  WE ARE ENTIRELY DEPENDENT ON OUR INTERNET CONTENT DELIVERY SERVICE AND OUR
FUTURE REVENUE DEPENDS ON ITS COMMERCIAL SUCCESS.

     Our future growth depends on the commercial success of our Internet content
delivery service. Our FreeFlow service or other services under development may
not achieve widespread market acceptance. We plan to commercially introduce our
service for the delivery of streaming audio and video later this year, and our
future revenue growth will depend, in part, on customer acceptance of this
service. Failure of our current and planned services to operate as expected
could delay or prevent their adoption. If our target customers do not adopt,
purchase and successfully deploy our current and planned services, our revenue
will not grow significantly and our business, results of operations and
financial condition will be seriously harmed.

  THE INTERNET CONTENT DELIVERY MARKET IS NEW AND OUR BUSINESS WILL SUFFER IF IT
DOES NOT DEVELOP AS WE EXPECT.

     The market for Internet content delivery services is new. We cannot be
certain that a viable market for our service will emerge or be sustainable. If
this market does not develop, or develops more slowly than we expect, our
business, results of operations and financial condition will be seriously
harmed.

  ANY FAILURE OF OUR NETWORK INFRASTRUCTURE COULD LEAD TO SIGNIFICANT COSTS AND
DISRUPTIONS WHICH COULD REDUCE OUR REVENUE AND HARM OUR BUSINESS, FINANCIAL
RESULTS AND REPUTATION.

     Our business is dependent on providing our customers with fast, efficient
and reliable Internet content delivery. To meet these customer requirements we
must protect our network infrastructure against damage from:

     - Human error;

     - Physical or electronic security breaches;

     - Fire, earthquake, flood and other natural disasters;

     - Power loss;

     - Sabotage and vandalism; and

     - Similar events.

                                        6
<PAGE>   9

     Despite precautions we have taken, the occurrence of a natural disaster or
other unanticipated problems at one or more of our servers could result in
service interruptions or significant damage to equipment. We provide a FreeFlow
service guarantee that our networks will deliver Internet content 24 hours a
day, seven days a week, 365 days a year. If we do not provide this service, the
customer does not pay for our services on that day. Any widespread loss of
services would reduce our revenue, and could harm our business, financial
results and reputation.

  BECAUSE OUR INTERNET CONTENT DELIVERY SERVICE IS COMPLEX AND IS DEPLOYED IN
COMPLEX ENVIRONMENTS, IT MAY HAVE ERRORS OR DEFECTS THAT COULD SERIOUSLY HARM
OUR BUSINESS.

     Our Internet content delivery service is highly complex and is designed to
be deployed in very large and complex networks. Because of the nature of our
service, we can only fully test it when it is fully deployed in very large
networks with high traffic. As of July 31, 1999, our network consisted of 900
servers. We and our customers have from time to time discovered errors and
defects in our software. In the future, there may be additional errors and
defects in our software that may adversely affect our service. If we are unable
to efficiently fix errors or other problems that may be identified, we could
experience:

     - Loss of or delay in revenue and loss of market share;

     - Loss of customers;

     - Failure to attract new customers or achieve market acceptance;

     - Diversion of development resources;

     - Loss of credibility;

     - Increased service costs; and

     - Legal actions by our customers.

  ANY FAILURE OF OUR TELECOMMUNICATIONS PROVIDERS TO PROVIDE REQUIRED
TRANSMISSION CAPACITY TO US COULD RESULT IN INTERRUPTIONS IN OUR SERVICE.

     Our operations are dependent upon transmission capacity provided by
third-party telecommunications providers. Any failure of such telecommunications
providers to provide the capacity we require may result in a reduction in, or
termination of, service to our customers. This failure may be a result of the
telecommunications providers or Internet service providers choosing services
that are competitive with our service. If we do not have access to third-party
transmission capacity, we could lose customers or fees charged to such
customers, and our business and financial results could suffer.

  THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO
COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER
RESOURCES.

     We compete in markets that are new, intensely competitive, highly
fragmented and rapidly changing. We have experienced and expect to continue to
experience increased competition. Many of our current competitors, as well as a
number of our potential competitors, have longer operating histories, greater
name recognition and substantially greater financial, technical and marketing
resources than we do. Some of our current or potential competitors have the
financial resources to withstand substantial price competition. Moreover, many
of our competitors have more extensive customer bases, broader customer
relationships and broader industry alliances that they could use to their
advantage in competitive situations, including relationships with many of our
current and potential customers. Our competitors may be able to respond more
quickly than we can to new or emerging technologies and changes in customer
requirements. Some of our current or potential competitors may bundle their
services with other software or hardware in a manner that may discourage Web
site owners from purchasing any service we offer or Internet service providers
from installing our servers.

                                        7
<PAGE>   10

     As competition in the Internet content delivery market continues to
intensify, new solutions will come to market. We are aware of at least one
company that is focusing significant resources on developing and marketing
products and services that will compete with Akamai. We also believe that we may
face competition from other providers of competing Internet content delivery
services, including networking hardware and software manufacturers, content
distribution providers, traditional hardware manufacturers, telecommunications
providers, software database companies, and large diversified software and
technology companies.

     Increased competition could result in:

     - Price and revenue reductions and lower profit margins;

     - Loss of customers; and

     - Loss of market share.

Any one of these could materially and adversely affect our business, financial
condition and results of operations.

  SALES TO APPLE COMPUTER REPRESENT A SIGNIFICANT PORTION OF OUR REVENUE.

     Sales of our service to Apple Computer represented approximately 75% of our
revenue for the six-month period ended June 30, 1999 and we expect that sales to
Apple Computer will represent a significant portion of our revenue for the year
ending December 31, 1999. Apple Computer has the right to terminate our
agreement on short notice if we materially breach our agreement. A significant
decline in sales to Apple Computer could reduce our revenue and cause our
business and financial results to suffer.

  IF EITHER OF OUR STRATEGIC ALLIANCES TERMINATE, THEN OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

     We entered into a strategic alliance with Apple Computer in June 1999 and
with Cisco Systems in August 1999. Under each of these agreements, we are
seeking to jointly develop technology, services and/or products with our
strategic alliance partners. We may not be successful in developing these
products. The strategic alliance with Cisco may be terminated by Cisco or us on
short notice for any reason, and the strategic alliance with Apple may be
terminated by Apple or us if the other party materially breaches the agreement.
A termination of, or significant adverse change in, our relationship with Apple
Computer or Cisco Systems could have a material adverse effect on our business.

  OUR BUSINESS WILL SUFFER IF WE ARE NOT ABLE TO SCALE OUR NETWORK AS DEMAND
INCREASES.

     We have had only limited deployment of our Internet content delivery
service to date, and we cannot be certain that our network can connect and
manage a substantially larger number of customers at high transmission speeds.
Our network may not be scalable to expected customer levels while maintaining
superior performance. In addition, as customers' usage of bandwidth increases,
we will need to make additional investments in our infrastructure to maintain
adequate downstream data transmission speeds. We cannot assure you that we will
be able to make these investments successfully or at an acceptable cost.
Upgrading our infrastructure may cause delays or failures in our network. As a
result, in the future our network may be unable to achieve or maintain a
sufficiently high transmission capacity. Our failure to achieve or maintain high
capacity data transmission could significantly reduce demand for our service,
reducing our revenue and causing our business and financial results to suffer.

  OUR BUSINESS WILL SUFFER IF WE DO NOT RESPOND RAPIDLY TO TECHNOLOGICAL
CHANGES.

     The market for Internet content delivery services is likely to be
characterized by rapid technological change, frequent new product introductions
and changes in customer requirements. We may be unable to respond quickly or
effectively to these developments. If competitors introduce products, services
or technologies better than ours or that gain greater market acceptance, or new
industry standards emerge, our service

                                        8
<PAGE>   11

may become obsolete, which would materially and adversely affect our business,
results of operations and financial condition.

     In developing our service, we have made, and will continue to make,
assumptions about the standards that may be adopted by our customers and
competitors. If the standards adopted are different from those which we have
chosen to support, market acceptance of our service may be significantly reduced
or delayed and our business will be seriously harmed. In addition, the
introduction of services or products incorporating new technologies and the
emergence of new industry standards could render our existing service obsolete.

  IF OUR LICENSE AGREEMENT WITH MIT TERMINATES, THEN OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

     We have licensed from MIT technology covered by various patent applications
and copyrights relating to Internet content delivery technology. Some of our
technology is based in part on the technology covered by these patent
applications and copyrights. MIT may terminate the license agreement if we cease
our business due to insolvency or if we materially breach the terms of the
license agreement. A termination of our license agreement with MIT could have a
material adverse effect on our business.

  OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS FROM THIRD-PARTY CHALLENGES.

     We rely on a combination of patent, copyright, trademark and trade secret
laws and restrictions on disclosure to protect our intellectual property rights.
These legal protections afford only limited protection; competitors may gain
access to our intellectual property which may result in the loss of our
customers.

     Although we have licensed technology covered by patent applications filed
with the United States Patent and Trademark Office with respect to Internet
content delivery services, we have no patents or patent applications with
respect to our Internet content delivery service. Accordingly, neither our
technology nor technology licensed by us is covered by patents that would
preclude or inhibit competitors from entering our market. Our future patents, if
any, and patents licensed by us may be successfully challenged or may not
provide us with any competitive advantages. Moreover, although we have licensed
technology covered by international patent applications, none of our technology
is patented abroad, nor do we currently have any international patent
applications pending. We cannot be certain that any pending or future patent
applications will be granted, that any future patent will not be challenged,
invalidated or circumvented, or that rights granted under any patent that may be
issued will provide competitive advantages to us. Monitoring unauthorized use of
our service is difficult and we cannot be certain that the steps we have taken
will prevent unauthorized use of our technology, particularly in foreign
countries where the laws may not protect our proprietary rights as fully as in
the United States.

  OUR FAILURE TO INCREASE OUR REVENUE WOULD PREVENT US FROM ACHIEVING AND
MAINTAINING PROFITABILITY.

     We have never been profitable. We have incurred significant losses since
inception and expect to continue to incur losses in the future. As of June 30,
1999, we had an accumulated deficit of $10.7 million. We cannot be certain that
our revenue will grow or that we will achieve sufficient revenue to achieve
profitability. Our failure to significantly increase our revenue would seriously
harm our business and operating results. We have large fixed expenses, and we
expect to continue to incur significant and increasing sales and marketing,
product development, administrative and other expenses, including fees to obtain
access to bandwidth for the transport of data over our network. As a result, we
will need to generate significantly higher revenues to achieve and maintain
profitability. If our revenue grows more slowly than we anticipate or if our
operating expenses increase more than we expect or cannot be reduced in the
event of lower revenue, our business will be materially and adversely affected.

  THE LONG AND VARIABLE SALES CYCLES FOR OUR SERVICE MAY CAUSE REVENUE AND
OPERATING RESULTS TO VARY SIGNIFICANTLY FROM QUARTER TO QUARTER.

     A customer's decision to purchase our Internet content delivery service
involves a lengthy evaluation and testing process. As a result, our sales cycle
is likely to be lengthy. Throughout the sales cycle, we spend
                                        9
<PAGE>   12

considerable time and expense educating and providing information to prospective
customers about the use and benefits of our service. Because of our limited
operating history and the nature of our business, we cannot predict these sales
and deployment cycles. The long sales cycles may cause our revenue and results
of operations to vary significantly and unexpectedly from quarter to quarter. If
our operating results fall below the expectations of securities analysts or
investors in some future quarter or quarters, the market price of our common
stock could be adversely affected.

  OUR HISTORICAL REVENUE RATES MAY NOT BE INDICATIVE OF FUTURE REVENUE RATES
BECAUSE THE RATES WE CHARGE FOR OUR SERVICE MAY DECLINE OVER TIME.

     We expect that our cost to obtain bandwidth capacity for the transport of
data over our network will decline over time as a result of, among other things,
the large amount of capital currently being invested to build infrastructure
providing additional bandwidth. We expect the prices we charge for data
transported over our network will also decline over time as a result of, among
other things, the lower cost of obtaining bandwidth and existing and new
competition in the markets we address. As a result, our historical revenue rates
are not indicative of future revenue based on comparable traffic volumes. If we
fail to accurately predict the decline in costs of bandwidth or, in any event,
if we are unable to sell our service at acceptable prices relative to our
bandwidth costs, or if we fail to offer additional services from which we can
derive additional revenue, our revenue will decrease and our business and
financial results will suffer.

  OUR BUSINESS AND PROSPECTS DEPEND ON DEMAND FOR AND MARKET ACCEPTANCE OF THE
INTERNET AND ITS INFRASTRUCTURE DEVELOPMENT.

     The increased use of the Internet for retrieving, sharing and transferring
information among businesses, consumers, suppliers and partners has only begun
to develop in recent years, and our success will depend in large part on
continued growth in the use of the Internet. Critical issues concerning the
commercial use of the Internet, including security, reliability, cost, ease of
access, quality of service, regulatory initiatives and necessary increases in
bandwidth availability, remain unresolved and are likely to affect the
development of the market for our service. The adoption of the Internet for
information retrieval and exchange, commerce and communications generally will
require the acceptance of a new medium of conducting business and exchanging
information. Demand for and market acceptance of the Internet are subject to a
high level of uncertainty and are dependent on a number of factors, including:

     - The growth in consumer access to and acceptance of new interactive
       technologies;

     - The development of technologies that facilitate interactive communication
       between organizations; and

     - Increases in user bandwidth.

     If the Internet as a commercial or business medium fails to develop or
develops more slowly than expected, our business and prospects will suffer.

  OUR BUSINESS WILL SUFFER IF WE DO NOT ANTICIPATE AND MEET SPECIFIC CUSTOMER
REQUIREMENTS.

     Our current and prospective customers may require features and capabilities
that our current service offering does not have. To achieve market acceptance
for our service, we must effectively and timely anticipate and adapt to customer
requirements and offer services that meet customer demands. Our failure to offer
services that satisfy customer requirements would seriously harm our business,
results of operations and financial condition.

     We intend to continue to invest in technology development. The development
of new or enhanced services is a complex and uncertain process that requires the
accurate anticipation of technological and market trends. We may experience
design, manufacturing, marketing and other difficulties that could delay or
prevent the development, introduction or marketing of new services as well as
enhancements. The introduction of new or enhanced services also requires that we
manage the transition from older services in order to minimize disruption in
customer ordering patterns and ensure that we can deliver services to meet
anticipated customer

                                       10
<PAGE>   13

demand. Our inability to effectively manage this transition would materially
adversely affect our business, results of operations and financial condition.

  WE HAVE LIMITED SALES AND MARKETING EXPERIENCE; OUR BUSINESS WILL SUFFER IF WE
DO NOT EXPAND OUR DIRECT AND INDIRECT SALES ORGANIZATIONS AND OUR CUSTOMER
SERVICE AND SUPPORT OPERATIONS.

     We currently have limited sales and marketing experience. Our limited
experience may restrict our success in commercializing our service. Our service
requires a sophisticated sales effort targeted at a limited number of key people
within our prospective customers' organizations. This sales effort requires the
efforts of trained sales personnel. We need to expand our marketing and sales
organization in order to increase market awareness of our service to a greater
number of organizations and generate increased revenue. We are in the process of
developing our direct sales force and plan to hire additional qualified sales
personnel. Competition for these individuals is intense, and we might not be
able to hire the kind and number of sales personnel we need. In addition, we
believe that our future success is dependent upon our ability to establish
successful relationships with a variety of distribution partners. If we are
unable to expand our direct and indirect sales operations, we may not be able to
increase market awareness or sales of our service, which may prevent us from
achieving and maintaining profitability.

     Hiring personnel is very competitive in our industry because there is a
limited number of people available with the necessary technical skills and
understanding of our market. Once we hire them, they require extensive training
in our Internet content delivery service. If we are unable to expand our
customer service and support organization and train them as rapidly as
necessary, we may not be able to increase sales of our service, which would
seriously harm our business.

  OUR BUSINESS WILL SUFFER IF WE FAIL TO MANAGE OUR GROWTH PROPERLY.

     We have expanded our operations rapidly since our inception. We continue to
increase the scope of our operations and have grown our headcount substantially.
Our total number of employees grew from 35 on February 1, 1999 to 143 on August
11, 1999. In addition, we plan to continue to hire a significant number of
employees this year. This growth has placed, and our anticipated growth in
future operations will continue to place, a significant strain on our management
systems and resources. Our ability to successfully offer our service and
implement our business plan in a rapidly evolving market requires an effective
planning and management process. We expect that we will need to continue to
improve our financial and managerial controls, reporting systems and procedures,
and will need to continue to expand, train and manage our work force worldwide.
Competition for highly skilled personnel is intense, especially in the New
England area. We may fail to attract, assimilate or retain qualified personnel
to fulfill our current or future needs. Our planned rapid growth places a
significant demand on management and financial and operational resources. In
order to grow and achieve future success, we must:

     - Retain existing personnel;

     - Hire, train, manage and retain additional qualified personnel; and

     - Effectively manage multiple relationships with our customers, suppliers
       and other third parties.

Failure to do so would have a materially adverse effect on our business, results
of operations and financial condition.

     We have recently hired and plan to hire in the near future a number of key
employees and officers. To integrate into our company, these individuals must
spend a significant amount of time learning our business model and management
system, in addition to performing their regular duties. Accordingly, the
integration of new personnel has resulted and will continue to result in some
disruption to our ongoing operations. If we fail to complete this integration in
an efficient manner, our business and financial results will suffer.

                                       11
<PAGE>   14

  WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY
CHANGING MARKET AND IF WE ARE UNABLE TO RETAIN OUR KEY EMPLOYEES, OUR ABILITY TO
COMPETE COULD BE HARMED.

     Our future success depends upon the continued services of our executive
officers and other key technology, sales, marketing and support personnel, who
have critical industry experience and relationships that we rely on in
implementing our business plan. None of our officers or key employees is bound
by an employment agreement for any specific term. We have "key person" life
insurance policies covering only the lives of F. Thomson Leighton and Daniel M.
Lewin. The loss of the services of any of our key employees could delay the
development and introduction of and negatively impact our ability to sell our
service. We face intense competition for qualified personnel, including research
and development, service and support and sales and marketing personnel.

  WE FACE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT COULD HARM OUR
BUSINESS.

     To be successful, we believe we must expand our international operations.
Therefore, we expect to commit significant resources to expand our international
sales and marketing activities. However, we may not be able to maintain or
increase market demand for our service which may harm our business. We are
increasingly subject to a number of risks associated with international business
activities which may increase our costs, lengthen our sales cycle and require
significant management attention. These risks include:

     - Increased expenses associated with marketing services in foreign
       countries;

     - General economic conditions in international markets;

     - Currency exchange rate fluctuations;

     - Unexpected changes in regulatory requirements resulting in unanticipated
       costs and delays;

     - Tariffs, export controls and other trade barriers;

     - Longer accounts receivable payment cycles and difficulties in collecting
       accounts receivable;

     - Potentially adverse tax consequences, including restrictions on the
       repatriation of earnings; and

     - The risks related to the recent global economic turbulence and adverse
       economic circumstances in Asia.

  WE FACE A NUMBER OF UNKNOWN RISKS ASSOCIATED WITH YEAR 2000 PROBLEMS.

     The year 2000 computer issue creates a variety of risks for us. The year
2000 computer problem refers to the potential for system and processing failures
of date-related data as a result of computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that have time-sensitive software may recognize a date represented as "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. The risks involve:

     - Potential warranty or other claims by our customers;

     - Errors in systems we use to run our business;

     - Errors in systems used by our suppliers;

     - Errors in systems used by our customers; and

     - Potential reduced spending by other companies on Internet content
       delivery services as a result of significant spending on year 2000
       remediation.

     We have designed our service for use in the year 2000 and beyond and
believe it is year 2000 compliant. However, our service is used in conjunction
with larger networks involving sophisticated hardware and software products
supplied by other vendors. Each of our customers' networks involves different
combinations

                                       12
<PAGE>   15

of third-party products. We cannot evaluate whether all of their products are
year 2000 compliant. We may face claims based on year 2000 problems in other
companies' products or based on issues arising from the integration of multiple
products within the overall network. Although no claims of this kind have been
made, we may in the future be required to defend our service in legal
proceedings which could be expensive regardless of the merits of these claims.

     If our suppliers, vendors, major distributors, partners, customers and
service providers fail to correct their year 2000 problems, these failures could
result in an interruption in, or a failure of, our normal business activities or
operations. If a year 2000 problem occurs, it may be difficult to determine
which party's products have caused the problem. These failures could interrupt
our operations and damage our relationships with our customers. Due to the
general uncertainty inherent in the year 2000 problem resulting from the
readiness of third-party suppliers and vendors, we are unable to determine at
this time whether year 2000 failures could harm our business and our financial
results.

     Our customers' purchasing plans could be affected by year 2000 issues if
they need to expend significant resources to fix their existing systems to
become year 2000 compliant. This situation may reduce funds available to
purchase our service. In addition, some customers may wait to purchase our
service until after the year 2000, which may reduce our revenue.

RISKS RELATED TO LEGAL UNCERTAINTY

  WE COULD INCUR SUBSTANTIAL COSTS DEFENDING OUR INTELLECTUAL PROPERTY FROM
INFRINGEMENT OR A CLAIM OF INFRINGEMENT.

     Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, limit or interfere with our ability to
make, use or sell our service. As a result, we may be found to infringe on the
proprietary rights of others. In the event of a successful claim of infringement
against us and our failure or inability to license the infringed technology, our
business and operating results would be significantly harmed. Companies in the
Internet market are increasingly bringing suits alleging infringement of their
proprietary rights, particularly patent rights. Any litigation or claims,
whether or not valid, could result in substantial costs and diversion of
resources. Intellectual property litigation or claims could force us to do one
or more of the following:

     - Cease selling, incorporating or using products or services that
       incorporate the challenged intellectual property;

     - Obtain a license from the holder of the infringed intellectual property
       right, which license may not be available on reasonable terms; and

     - Redesign products or services.

     If we are forced to take any of the foregoing actions, our business may be
seriously harmed. Although we carry general liability insurance, our insurance
may not cover potential claims of this type or may not be adequate to indemnify
us for all liability that may be imposed.

  INTERNET-RELATED LAWS COULD ADVERSELY AFFECT OUR BUSINESS.

     Laws and regulations which apply to communications and commerce over the
Internet are becoming more prevalent. The most recent session of the United
States Congress resulted in Internet laws regarding children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations, and is currently
considering copyright legislation that may extend the right of reproduction held
by copyright holders to include the right to make temporary copies for any
reason. The law of the Internet, however, remains largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and taxation apply to the Internet. In addition, the
growth and development of the market for online commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business online. The

                                       13
<PAGE>   16

adoption or modification of laws or regulations relating to the Internet, or
interpretations of existing law, could adversely affect our business.

  WE MAY BE SUBJECT TO REGULATION, TAXATION, ENFORCEMENT OR OTHER LIABILITIES IN
UNEXPECTED JURISDICTIONS.

     We provide our Internet content delivery service to customers located
throughout the United States and in several foreign countries. As a result, we
may be required to qualify to do business, or be subject to tax or other laws
and regulations, in these jurisdictions even if we do not have a physical
presence or employees or property in these jurisdictions. The application of
these multiple sets of laws and regulations is uncertain, but we could find we
are subject to regulation, taxation, enforcement or other liability in
unexpected ways, which could materially adversely affect our business, financial
condition and results of operations.

RISKS RELATED TO THE SECURITIES MARKETS AND THIS OFFERING

  OUR STOCK PRICE MAY BE VOLATILE.

     Prior to this offering, you could not buy or sell our common stock
publicly. An active public market for our common stock may not develop or be
sustained after this offering. The market for technology stocks has been
extremely volatile. The following factors could cause the market price of our
common stock to fluctuate significantly from the price paid by investors in this
offering:

     - The addition or departure of key Akamai personnel;

     - Variations in our quarterly operating results;

     - Announcements by us or our competitors of significant contracts, new
       products or services offerings or enhancements, acquisitions,
       distribution partnerships, joint ventures or capital commitments;

     - Changes in financial estimates by securities analysts;

     - Our sales of common stock or other securities in the future;

     - Changes in market valuations of networking, Internet and
       telecommunications companies; and

     - Fluctuations in stock market prices and volumes.

  MANAGEMENT MAY APPLY THE PROCEEDS OF THIS OFFERING TO USES THAT DO NOT
INCREASE OUR PROFITS OR MARKET VALUE.

     Our management will have considerable discretion in the application of the
net proceeds of this offering, and you will not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being used
appropriately. The net proceeds may be used for corporate purposes that do not
increase our profitability or our market value. Pending application of the
proceeds, they may be placed in investments that do not produce income or that
lose value.

  INSIDERS WILL CONTINUE TO HAVE SUBSTANTIAL CONTROL OVER AKAMAI AFTER THIS
OFFERING AND COULD LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF KEY
TRANSACTIONS, INCLUDING CHANGES OF CONTROL.

     We anticipate that the executive officers, directors and entities
affiliated with them will, in the aggregate, beneficially own approximately
     % of our outstanding common stock following the completion of this
offering. These stockholders, if acting together, would be able to influence
significantly all matters requiring approval by our stockholders, including the
election of directors and the approval of mergers or other business combination
transactions.

  PROVISIONS OF OUR CHARTER DOCUMENTS MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD
PREVENT A CHANGE IN CONTROL.

     Provisions of our amended and restated certificate of incorporation,
by-laws, and Delaware law could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders.

                                       14
<PAGE>   17

  THERE MAY BE SALES OF A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AFTER THIS
OFFERING THAT COULD CAUSE OUR STOCK PRICE TO FALL.

     Our current stockholders hold a substantial number of shares, which they
will be able to sell in the public market in the near future. Sales of a
substantial number of shares of our common stock within a short period of time
after this offering could cause our stock price to fall. In addition, the sale
of these shares could impair our ability to raise capital through the sale of
additional stock.

  THE UNPREDICTABILITY OF OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT THE TRADING
PRICE OF OUR COMMON STOCK.

     Our revenue and operating results will vary significantly from quarter to
quarter due to a number of factors, many of which are outside of our control and
any of which may cause our stock price to fluctuate. The primary factors that
may affect us include the following:

     - Demand for Internet content delivery services;

     - The timing and size of sales of our services;

     - The timing of recognizing revenue and deferred revenue;

     - New product and service introductions and enhancements by our competitors
       and ourselves;

     - Changes in our pricing policies or the pricing policies of our
       competitors;

     - Our ability to develop, introduce and ship new products, services and
       enhancements that meet customer requirements in a timely manner;

     - The length of the sales cycle for our services;

     - Increases in the prices of the products, services, components or raw
       materials we purchase, including bandwidth;

     - Our ability to attain and maintain quality levels for our services;

     - Expenses related to testing of our services;

     - Costs related to acquisitions of technology or businesses; and

     - General economic conditions as well as those specific to the Internet and
       related industries.

     We plan to increase significantly our operating expenses to fund greater
levels of engineering and development, expand our sales and marketing
operations, broaden our customer support capabilities and develop new
distribution channels. We also plan to expand our general and administrative
functions to address the increased reporting and other administrative demands,
which will result from this offering and the increasing size of our business.
Our operating expenses are largely based on anticipated revenue trends and a
high percentage of our expenses are, and will continue to be, fixed in the short
term. As a result, a delay in generating or recognizing revenue for the reasons
set forth above, or for any other reason, could cause significant variations in
our operating results from quarter to quarter and could result in substantial
operating losses.

     Due to the above factors, we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future performance. It is
likely that in some future quarters, our operating results may be below the
expectations of public market analysts and investors. In this event, the price
of our common stock will probably fall.

                                       15
<PAGE>   18

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will" and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of operations
or of our financial position or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control. The factors listed above in the section captioned
"Risk Factors," as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of the events described in these risk factors and elsewhere in this
prospectus could have a material adverse effect on our business, results of
operations and financial position.

                                       16
<PAGE>   19

                                USE OF PROCEEDS

     We estimate that the net proceeds from our sale of the        shares of
common stock will be approximately $       , assuming an initial public offering
price of $     per share and after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by us. If the over-
allotment option is exercised in full, we estimate that the net proceeds will be
approximately $       .

     The principal purposes of this offering are to establish a public market
for our common stock, to increase our visibility in the marketplace, to
facilitate future access to public capital markets, to provide liquidity to
existing stockholders and to obtain additional working capital.

     We expect to use the net proceeds for anticipated working capital and
general corporate purposes. Although we may use a portion of the net proceeds to
acquire businesses, products or technologies that are complementary to our
business, we have no specific acquisitions planned. Pending such uses, we plan
to invest the net proceeds in investment grade, interest-bearing securities.

                                DIVIDEND POLICY

     We have never paid or declared any cash dividends on our common stock or
other securities and do not anticipate paying cash dividends in the foreseeable
future. We currently intend to retain all future earnings, if any, for use in
the operation of our business.

                                       17
<PAGE>   20

                                 CAPITALIZATION

     The following table sets forth our capitalization as of June 30, 1999. The
pro forma information gives effect to the conversion of all of our outstanding
convertible preferred stock outstanding as of June 30, 1999. The pro forma as
adjusted information reflects the issuance and sale of the                shares
of common stock offered by us in this offering at an assumed initial public
offering price of $       per share. The outstanding share information excludes:

     -  5,595,550 shares of common stock issuable upon exercise of options and
        warrants outstanding as of June 30, 1999;

     -                 shares of common stock reserved for future issuance under
        our 1998 Stock Incentive Plan as of June 30, 1999;

     -  145,195 shares of Series C convertible preferred stock issuable upon
        exercise of an outstanding option as of June 30, 1999, which are
        convertible into 454,188 shares of common stock; and

     -  1,867,480 shares of Series E convertible preferred stock issued in
        August 1999, which are convertible into 1,867,480 shares of common
        stock.

     This table should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our financial
statements and accompanying notes and other financial data included elsewhere in
this prospectus.

<TABLE>
<CAPTION>
                                                                     AS OF JUNE 30, 1999
                                                             -----------------------------------
                                                                           PRO        PRO FORMA
                                                              ACTUAL      FORMA      AS ADJUSTED
                                                             --------    --------    -----------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                               (UNAUDITED)
<S>                                                          <C>         <C>         <C>
Long-term liabilities......................................  $ 12,128    $ 12,128      $
Convertible preferred stock, $.01 par value; 10,000,000
  shares authorized:
Series A convertible preferred stock, $.01 par value;
  1,100,000 shares authorized, issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................     8,291          --           --
Series B convertible preferred stock, $.01 par value;
  1,327,500 shares authorized, issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................    20,138          --           --
Series C convertible preferred stock, $.01 par value;
  145,195 shares authorized, none issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................        --          --           --
Series D convertible preferred stock, $.01 par value;
  685,194 shares authorized, issued and outstanding actual;
  none authorized, issued and outstanding pro forma and pro
  forma as adjusted........................................    12,500          --           --
Stockholders' equity (deficit):
Common stock, $.01 par value; 300,000,000 shares
  authorized, 21,542,655 shares issued and outstanding,
  actual; 37,650,502 shares issued and outstanding, on a
  pro forma basis;           shares issued and outstanding,
  on a pro forma as adjusted basis.........................       215         376
Additional paid-in capital.................................    16,247      57,015
Note receivable from officers for stock....................    (2,480)     (2,480)
Deferred compensation......................................    (8,002)     (8,002)
Accumulated deficit........................................   (10,673)    (10,673)          --
                                                             --------    --------      -------
          Total stockholders' equity (deficit).............    (4,693)     36,236           --
                                                             --------    --------      -------
          Total capitalization.............................  $ 48,364    $ 48,364      $
                                                             ========    ========      =======
</TABLE>

                                       18
<PAGE>   21

                                    DILUTION

     Akamai's pro forma net tangible book value as of June 30, 1999, giving
effect to the conversion of all shares of convertible preferred stock
outstanding as of June 30, 1999 into common stock on the closing of this
offering, was approximately $35.8 million, or $0.95 per share of common stock.
Pro forma net tangible book value per share represents our tangible net worth
(tangible assets less total liabilities) divided by the 37,650,502 shares of
common stock outstanding after giving effect to the conversion of all
outstanding shares of convertible preferred stock into common stock. After
giving effect to the issuance and sale of the shares of common stock offered by
Akamai in this offering at an assumed initial public offering price of $     per
share. Akamai's pro forma net tangible book value at June 30, 1999 would have
been $          , or $          per share. The initial public offering price per
share will significantly exceed the net tangible book value per share.
Accordingly, new investors who purchase common stock in this offering will
suffer an immediate dilution of their investment of $     per share. The
following table illustrates this per share dilution:

<TABLE>
<S>                                                           <C>      <C>
Assumed initial public offering price per share.............           $
  Pro forma net tangible book value per share before this
     offering...............................................  $0.95
  Increase in pro forma net tangible book value per share
     attributable to new investors..........................
                                                              -----
Pro forma net tangible book value per share after this
  offering..................................................
                                                                       ------
Dilution per share to new investors.........................           $
                                                                       ======
</TABLE>

     The following table summarizes on a pro forma basis as of June 30, 1999,
giving effect to the conversion of all shares of convertible preferred stock
outstanding as of June 30, 1999 into common stock, the difference between the
number of shares of common stock purchased from Akamai, the total consideration
paid to Akamai, and the average price per share paid by existing stockholders
and by new investors. The calculation below is based on an assumed initial
public offering price of $     per share, before deduction of estimated
underwriting discounts and commissions and estimated offering expenses payable
by us:

<TABLE>
<CAPTION>
                                               SHARES PURCHASED      TOTAL CONSIDERATION     AVERAGE
                                              -------------------    -------------------    PRICE PER
                                               NUMBER     PERCENT    AMOUNT     PERCENT       SHARE
                                               ------     -------    ------     -------     ---------
<S>                                           <C>         <C>        <C>        <C>         <C>
Existing stockholders.......................                    %    $                 %     $
New investors...............................
                                              --------     -----     ------      ------
          Total.............................               100.0%    $           $100.0%
                                              ========     =====     ======      ======
</TABLE>

     The table above assumes no exercise of stock options and warrants
outstanding at June 30, 1999. As of June 30, 1999, there were options and
warrants outstanding to purchase 6,049,738 shares of common stock, including
454,188 shares of common stock issuable upon conversion of shares of Series C
convertible preferred stock, at a weighted average exercise price of $     per
share and                shares reserved for future grant or award under
Akamai's stock plans. To the extent any of these options and warrants are
exercised, there will be further dilution to new investors. To the extent all of
such outstanding options and warrants had been exercised as of June 30, 1999,
net tangible book value per share after this offering would be $          and
total dilution per share to new investors would be $          . If the
underwriters' over-allotment option is exercised in full, the number of shares
held by new investors will increase to                shares, or      % of the
total number of shares of common stock outstanding after this offering.

                                       19
<PAGE>   22

                            SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with
Akamai's financial statements and related notes and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial data included elsewhere in this prospectus. The statement of
operations data for the period from inception (August 20, 1998) to December 31,
1998 and the six-month period ended June 30, 1999 and the balance sheet data as
of June 30, 1999 are derived from audited financial statements included
elsewhere in this prospectus. Operating results for the six-month period ended
June 30, 1999 are not necessarily indicative of the results that may be expected
for any other period or the entire year ending December 31, 1999.

<TABLE>
<CAPTION>
                                                            PERIOD FROM INCEPTION
                                                            (AUGUST 20, 1998) TO     SIX MONTHS ENDED
                                                              DECEMBER 31, 1998       JUNE 30, 1999
                                                            ---------------------    ----------------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>                      <C>
STATEMENT OF OPERATIONS DATA:
Revenue...................................................         $   --                $    404
Operating expenses:
  Cost of service.........................................             31                   1,408
  Engineering and development.............................            228                   2,053
  Sales, general and administrative.......................            435                   5,243
  Equity related compensation.............................            206                   1,339
                                                                   ------                --------
          Total operating expenses........................            900                  10,043
                                                                   ------                --------
Operating loss............................................           (900)                 (9,639)
Interest income (expense), net............................             10                    (144)
                                                                   ------                --------
Net loss..................................................           (890)                 (9,783)
Dividends and accretion to preferred stock redemption
  value...................................................             --                     295
                                                                   ------                --------
Net loss attributable to common stockholders..............         $ (890)               $(10,078)
                                                                   ======                ========
Basic and diluted net loss per share......................         $(0.12)               $  (1.07)
Weighted average common shares outstanding................          7,507                   9,446
Pro forma basic and diluted net loss per share
  (unaudited).............................................         $(0.09)               $  (0.46)
Pro forma weighted average common shares outstanding
  (unaudited).............................................          9,631                  21,207
</TABLE>

<TABLE>
<CAPTION>
                                                                       AS OF JUNE 30, 1999
                                                              -------------------------------------
                                                                                      PRO FORMA
                                                                   ACTUAL            AS ADJUSTED
                                                              -----------------    ----------------
                                                                         (IN THOUSANDS)
                                                                                   (UNAUDITED)
<S>                                                           <C>                  <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................       $44,829
Working capital.............................................        41,602
Total assets................................................        52,627
Long-term liabilities.......................................        12,128
Convertible preferred stock.................................        40,929
Total stockholders' equity (deficit)........................       $(4,693)
</TABLE>

                                       20
<PAGE>   23

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read together with our financial
statements and accompanying notes appearing elsewhere in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results may differ from those indicated in forward-looking
statements.

OVERVIEW

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users.

     Since our inception, we have incurred significant losses, and as of June
30, 1999, we had an accumulated deficit of $10.7 million. We have not achieved
profitability on a quarterly or an annual basis, and anticipate that we will
continue to incur net losses. We expect to incur significant engineering and
development and sales, general and administrative expenses and, as a result, we
will need to generate significant revenue to achieve and maintain profitability.

     We derive our revenue from the sale of our FreeFlow service under contracts
with terms typically ranging from three to 12 months. We recognize revenue based
on fees for the amount of Internet content delivered through our service. These
contracts also provide for minimum monthly fees. In the future, we may also
derive revenue from one-time implementation fees which would be recognized
ratably over the period of the related contracts.

     To date, substantially all of our revenue has been derived from customers
based in the United States. We expect that revenue from customers based outside
the United States will increase in future periods. To date, all of our revenue
has been derived from direct sales and we expect that revenue through indirect
distribution channels will increase in future periods. For the six-month period
ended June 30, 1999, one customer accounted for 75% of our revenue and one
customer accounted for 14% of our revenue.

     Cost of services consists of depreciation of network equipment used in
providing our FreeFlow service, fees paid to network providers for bandwidth and
monthly fees paid to third-party network data centers for housing our servers.
We enter into contracts for bandwidth with third-party network providers with
terms typically ranging from six months to three years. These contracts commit
us to minimum monthly fees plus additional fees for bandwidth usage above our
contracted level. Under our FreeFlow ISP program, we provide use of our servers
to smaller Internet service providers which, in turn, provide us with rack space
for our servers and access to their bandwidth. We do not recognize as revenue
any value to the Internet service providers associated with the use of our
servers and do not expense the value of the rack space and bandwidth we receive.
We believe that to date the values provided under this program have been
insignificant.

     Engineering and development expenses consist primarily of salaries and
related personnel costs and costs related to the design, development, testing,
deployment and enhancement of our service and our network. We have to date
expensed our engineering and development costs as they were incurred. We believe
that research and development is critical to our strategic product development
objectives and intend to enhance our technology to meet the changing
requirements of the market demand. As a result, we expect our engineering and
development expenses to increase in the future.

     Sales, general and administrative expenses consist primarily of salaries
and related costs of sales and marketing, operations and finance personnel and
recruiting expenses, professional fees and legal and accounting services. We
expect that sales, general and administrative expenses will increase in the
future as we hire additional personnel, expand our operations domestically,
initiate additional marketing programs, establish sales offices in new locations
and incur additional costs related to the growth of our business and our
operations as a public company.

                                       21
<PAGE>   24

RESULTS OF OPERATIONS

PERIOD FROM INCEPTION (AUGUST 20, 1998) THROUGH DECEMBER 31, 1998 AND THE
SIX-MONTH PERIOD ENDED JUNE 30, 1999

     Revenue.  We recorded no revenue for the period from inception (August 20,
1998) to December 31, 1998. Revenue was $403,900 for the six months ended June
30, 1999. The increase in revenue was due to sales of our FreeFlow service,
which was commercially introduced in April 1999.

     Cost of Service.  Cost of service expenses were $30,600 for the period from
inception (August 20, 1998) to December 31, 1998 and represented 3.4% of total
operating expenses in fiscal 1998. Cost of service expenses were $1.4 million
for the six months ended June 30, 1999 and represented 14.0% of total operating
expenses for the six months ended June 30, 1999. The increase in cost of service
expenses was due to the commencement of testing of our FreeFlow service in early
1999 and commercial introduction of our FreeFlow service in April 1999.

     Engineering and Development.  Engineering and development expenses were
$228,600 for the period from inception (August 20, 1998) to December 31, 1998
and represented 25.4% of total operating expenses in fiscal 1998. Engineering
and development expenses for the six months ended June 30, 1999 were $2.1
million and represented 20.4% of total operating expenses for the six months
ended June 30, 1999. The period-to-period increases were primarily due to
increased costs associated with a significant increase in personnel and payroll
and other related expenses.

     Sales, General and Administrative.  Sales, general and administrative
expenses were $435,300 for the period from inception (August 20, 1998) to
December 31, 1998 and represented 48.4% of total operating expenses in fiscal
1998. Sales, general and administrative expenses for the six months ended June
30, 1999 were $5.2 million and represented 52.2% of total operating expenses for
the period. The period-to-period increase reflects the increase in sales,
general and administrative personnel and payroll and other related expenses as
well as expenses necessary to support and scale our operations.

     Equity Related Compensation.  Equity related compensation expenses consist
of the amortization of deferred stock compensation resulting from the grant of
stock options or shares of restricted stock at exercise or sale prices
subsequently deemed to be less than the fair value of the common stock on the
grant date. At June 30, 1999, deferred stock compensation, which is a component
of stockholders' equity, was $8.0 million. This amount is being amortized
ratably over the vesting periods of the applicable stock options and restricted
shares, typically four years, with 25% vesting on the first anniversary of the
grant date and the balance vesting 6.25% quarterly thereafter. We expect to
incur equity related compensation expense of at least $1.8 million in 1999, $2.9
million in 2000 and $2.6 million in 2001.

     Interest Income (Expense), Net.  Interest income (expense), net was $9,600
and ($144,000) for the period from inception (August 20, 1998) through December
31, 1998 and the six months ended June 30, 1999, respectively. Interest income
(expense), net consists of interest earned on our cash equivalent balances and
short-term investments, net of interest expense, and decreased during the six
months ended June 30, 1999 due to the issuance of the senior subordinated notes
and borrowings for the purchase of equipment.

NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS.

     As of June 30, 1999, we had approximately $7.0 million of state and federal
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income. Such net operating loss carryforwards begin to expire in
2019, to the extent that they are not utilized. We have not recognized any
benefit from the future use of loss carryforwards since inception. Management's
evaluation of all the available evidence in assessing realizability of the tax
benefits of such loss carryforwards indicates that the underlying assumptions of
future profitable operations contain risks that do not provide sufficient
assurance to recognize the tax benefits currently. The net operating loss
carryforwards could be limited in future years if there is a significant change
in our ownership.

                                       22
<PAGE>   25

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we have financed our operations primarily through private
sales of our capital stock and issuance of senior subordinated notes totaling
approximately $55.6 million in net proceeds through June 30, 1999. We have also
financed our operations through borrowings on long-term debt agreements for the
purchase of capital equipment in the amount of $1.5 million. At June 30, 1999,
cash, cash equivalents and short-term investments totaled $45.1 million.

     Cash provided by (used in) operating activities was $1,600 for the period
from inception (August 20, 1998) to December 31, 1998 and $(5.4) million for the
six months ended June 30, 1999. Net cash flows from operating activities in each
period reflect increasing net losses and to a lesser extent receivables and
prepaid expenses offset in part by increased accounts payable and accrued
expenses.

     Cash used in investing activities was $1.7 million for the period from
inception (August 20, 1998) to December 31, 1998 and $5.3 million for the six
months ended June 30, 1999. Net cash used for investing activities in each
period reflect purchases of property and equipment, primarily computers and
servers for deployment and expansion of our network.

     Cash provided by financing activities was $8.3 million for the period from
inception (August 20, 1998) through December 31, 1998 and $48.9 million for the
six months ended June 30, 1999. Cash provided by financing activities for these
periods was derived primarily from private sales of convertible preferred stock
and the issuance of 15% senior subordinated notes. We have an equipment line of
credit aggregating $1.5 million, collateralized by the property and equipment
which bears interest at the current 36 month treasury yield plus 275 basis
points, with a minimum interest rate of 7.0%. At June 30, 1999, approximately
$1.5 million was outstanding under this line of credit.

     We believe that the net proceeds from this offering, together with our
current cash, cash equivalents and marketable securities, will be sufficient to
meet our anticipated cash needs for working capital and capital expenditures for
at least the next 12 months. If cash generated from operations is insufficient
to satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities. If additional funds are raised through the issuance of debt
securities, these securities could have rights, preferences and privileges
senior to those accruing to holders of common stock, and the term of this debt
could impose restrictions on our operations. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders, and we cannot be certain that additional financing will be
available in amounts or on terms acceptable to us, if at all. If we are unable
to obtain this additional financing, we may be required to reduce the scope of
our planned technology, services or product development and sales and marketing
efforts, which could harm our business, financial condition and operating
results.

YEAR 2000 COMPLIANCE

     Impact of Year 2000 Computer Problem.  The year 2000 computer problem
refers to the potential for system and processing failures of date-related data
as a result of computer-controlled systems using two digits rather than four to
define the applicable year. For example, computer programs that have
time-sensitive software may not recognize a date represented as "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculation causing disruptions of operations, including among other things,
a temporary inability to process transactions, send invoices or engage in
similar normal business activities.

     State of Readiness of our Service.  We have designed our network and our
service for use in the year 2000 and beyond and believe our network and service
are year 2000 compliant. We are in the process of testing our network and our
service for year 2000 compliance and plan to complete this testing before
November 1999. However, our network is generally integrated into larger networks
involving sophisticated hardware and software products supplied by other
vendors. Each of our customers' networks involves different combinations of
third party products. We cannot evaluate whether all of their products are year
2000 compliant. We may face claims based on year 2000 problems in other
companies' products or based on issues arising from the integration of multiple
products within the overall network. Although no such claims have

                                       23
<PAGE>   26

been made against us, we may in the future be required to defend our service in
legal proceedings which could be expensive regardless of the merits of such
claims.

     State of Readiness of our Internal Systems.  Our business may be affected
by year 2000 issues related to noncompliant internal systems developed by us or
by third-party vendors. Our material third-party vendors have stated that they
are, or expect to be, year 2000 compliant in a timely manner. We are not
currently aware of any year 2000 problem relating to any of our material
internal systems. We are in the process of testing all such systems for year
2000 compliance and plan to complete this testing before November 1999. We do
not believe that we have any significant systems that contain embedded chips
that are not year 2000 compliant. Our internal operations and business are also
dependent upon the computer-controlled systems of third parties such as our
suppliers, customers and other service providers. We believe that, absent a
systemic failure outside our control, such as a prolonged loss of electrical or
telephone service, year 2000 problems at third parties such as manufacturers,
suppliers, customers and service providers will not have a material impact on
our operations. If our manufacturers, suppliers, vendors, partners, customers
and service providers fail to correct their year 2000 problems, these failures
could result in an interruption in, or a failure of, our normal business
activities and services. If a year 2000 problem occurs, it may be difficult to
determine which party's products have caused the problem. These failures could
interrupt our operations and damage our relationships with our customers. Due to
the general uncertainly inherent in the year 2000 problem resulting from the
readiness of third-party manufacturers, suppliers and vendors, we are unable to
determine at this time whether year 2000 failures could harm our business and
our financial results. Our customers' purchasing plans could be affected by year
2000 issues if they need to expend significant resources of fix their existing
systems to become year 2000 compliant. This situation may reduce funds available
to purchase our products.

     Risks.  The failure of our internal systems to be year 2000 compliant could
temporarily prevent us from providing service to our customers, issuing invoices
and developing products and services and could require us to devote significant
resources to correct such problems. Due to the general uncertainty inherent in
the year 2000 computer problem, which results from the uncertainty of the year
2000 readiness of third-party suppliers and vendors, we are unable to determine
at this time whether the consequences of year 2000 failures will have a material
impact on our business, results of operations or financial condition.

     To date, we have incurred expenses of approximately $130,000 in connection
with our efforts to become year 2000 compliant and do not anticipate that any
future costs associated with our year 2000 remediation efforts will be material.

MARKET RISK

     Akamai does not use derivative financial instruments. We generally place
our marketable security investments in high credit quality instruments,
primarily U.S. Government obligations and corporate obligations with contractual
maturities of less than one year. We do not expect any material loss from our
marketable security investments and therefore believe that our potential
interest rate exposure is not material.

RECENT ACCOUNTING PRONOUNCEMENT

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities," which establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and for hedging activities.
We will adopt SFAS No. 133 as required by SFAS No. 137, "Deferral of the
Effective Date of the FASB Statement No. 133," in fiscal year 2001. We do not
expect the adoption of SFAS No. 133 to have an impact on our financial condition
or results of operations.

                                       24
<PAGE>   27

                                    BUSINESS

OVERVIEW

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users. Using software that is based on our proprietary algorithms, we monitor
Internet traffic patterns and deliver our customers' content by the most
efficient route. Our service is easy to implement and does not require our
customers or their Web site visitors to make any hardware or software
modifications. Using our FreeFlow service, our customers have been able to more
than double the speed at which they deliver content to their users and, in some
instances, have been able to improve speeds by ten times or more.

     Our technology originated from research that our founders began developing
at the Massachusetts Institute of Technology in 1995. We introduced our FreeFlow
service commercially in April 1999. As of July 31, 1999, we had 900 Akamai
servers deployed in 15 countries across 25 telecommunications networks,
providing our customers with a guaranteed global Internet content delivery
service. Our customers, which operate many of the most trafficked Web sites,
include Apple Computer, CNN Interactive, Discovery Channel Online, Infoseek, J.
Crew.com, The Motley Fool and Yahoo!.

INDUSTRY BACKGROUND

     The Internet has emerged as a global medium for commerce and
communications. International Data Corporation estimates that there were
approximately 142 million users of the Internet at the end of 1998 and that the
number of users will grow to 502 million by the end of 2002. The growth in the
number of users, together with the wealth of content and information available
on the Internet, have led to sharp increases in the daily traffic volume of Web
sites. Media Metrix estimated that the number of unique visitors to the top 25
Web sites increased from 224 million in June 1998 to 330 million in June 1999.

     The ability of a Web site to attract users is in part based on the richness
of its content. Increasingly, Web site owners want to enhance their content by
adding graphics, such as photographs, images and logos, as well as deploying
newer technologies, such as video and audio streaming, animation and software
downloads. While richer content attracts more visitors, it also places
increasing demands on the Web site to deliver the content quickly and reliably.
As a result, Web site owners frequently elect to constrain the amount of rich
content on their Web sites, thus sacrificing the quality of the user experience
to maintain minimally acceptable performance levels.

     The Internet was not originally designed to provide a rich multimedia
environment for individual Web site visitors. Since its origins as a United
States Department of Defense research project, the Internet has evolved into an
aggregation of many networks, each developed and managed by different
telecommunications service providers. As a result, the Internet lacks the
ability to manage traffic between disparate networks to find the optimal route
to deliver content. Congestion or transmission blockages significantly delay the
information reaching the user. The storage of Web site information in central
locations further complicates Internet content delivery. As the volume of
information requested on a Web site increases, large quantities of repetitive
data traverse the Internet from that central location.

     The combination of richer content and increasing volumes of Web site
visitors can significantly lengthen the time required for a user to download
information from a site and may cause the site to crash. These performance
problems are exacerbated during peak demand times, such as a breaking news
event, the release of an on-line movie trailer, the first day of ticket sales
for a hit film, an on-line special event or sudden demand for a new software
release. Because it is typically not cost-effective for a Web site to design its
infrastructure to handle relatively infrequent periods of "flash" or sudden
demand, periods of peak network traffic and surges in traffic volumes often
overwhelm the capacity of the site, causing long delays or complete site
outages. Delays and site crashes often cause user frustration and
disappointment. Jupiter Communications found that in June 1999, if response
times at a particular Web site did not meet Internet users' expectations, 37% of
those
                                       25
<PAGE>   28

users visited a substitute Web site to meet their needs. For 24% of users, the
decision to use an alternative Web site was permanent.

     While various products and services have been developed to address
performance problems, they generally do not address the fundamental
architectural limitations of the Internet. For example, caching is a hardware
and/or software solution sold to Internet service providers to help them improve
network performance by placing electronic copies of selected Internet content on
geographically distributed servers on their own network. Caching is not,
however, designed to address the needs of Web site owners, and in particular to
deliver their content with high performance and reliability across the multiple
networks that comprise the Internet. Outsourcing Web server management to
hosting companies enables Web sites to add server capacity as needed and
increase server reliability. However, hosting does not address the transmission
disruption problems that can arise as data leave the hosting company's servers
and traverse the public network to the user. Broadband services are being
deployed to increase the speed of a user's connection to the Internet,
addressing the problems that occur in what is commonly known as the "last mile."
While these services increase bandwidth in the last mile, they do not address
the content delivery problems that occur when congestion overwhelms a Web site
or specific points across the Internet.

     To serve the increasing volumes of traffic on the Internet and, at the same
time, enhance the user experience with increased graphic, video and audio
content, Web sites require content delivery services that can provide rich
content to users, enhance Web site response times and avoid delays and outages
caused by peak demand and public network congestion. These services must be not
only fast, reliable and easy to implement, but also capable of delivering rich
content that is continually updated. In addition, these services may be
cost-effective to the customer only if they do not require significant capital
or labor expenditures and can be implemented at a cost that is based on actual
usage.

THE AKAMAI SOLUTION

     Akamai provides a content delivery service that allows Web sites to
accelerate the delivery of content to Internet users, improve reliability and
handle peak crowds. To use our service, customers identify and tag portions of
their Web site content that require significant amounts of bandwidth, such as
advertising banners, icons, graphics and software downloads. These tagged items
are delivered over our server network. When users request this content, which we
call "Akamaized" content, our FreeFlow service routes the request to the server
that is best able to deliver the content most quickly based on the geographic
proximity, performance and congestion of all available servers on our network.
Our network has the following capabilities:

     - Real-time Internet monitoring, which enables our servers to monitor in
       real-time the performance of our network and communicate the information
       to other servers in our network;

     - Dynamic server load management, which enables each server to react to
       Internet and server congestion, overloads and outages and respond by
       rerouting traffic around problems; and

     - Internet user connection management, which enables each server to map the
       geographic location of users so that content is delivered to each user
       from our most efficient server.

These capabilities enable our global network to provide delivery of Web content
through the optimal route without relying on any central point of control.

     The key benefits of our solution include:

     Faster Content Delivery.  FreeFlow can more than double the speed at which
Web sites can deliver Web content to Internet users and, in some cases, has
improved speeds by ten times or more. In addition, by using our service,
customers can deliver more graphics, video, audio, animation, software downloads
and other rich content without compromising the performance of their Web sites.
The ability to improve the speed of a Web site and increase the use of rich
content can result in an enhanced user experience and longer Web site visits,
which can translate into greater advertising and e-commerce revenue for our
customers.

                                       26
<PAGE>   29

     Superior Reliability.  The underlying technology in our FreeFlow service
enables us to monitor the performance of our global network 24 hours a day,
seven days a week, 365 days a year. We route traffic around network bottlenecks
or outages, delivering content in an optimal manner while avoiding delays and
downtime.

     Peak Demand Protection.  Traditional Web site architectures support a
finite number of users. It is costly to upgrade Web sites to accommodate
sporadic peak demand. Our service enables a customer to use the extensive
capacity of our global server network and thus eliminate the need for a Web site
to incur significant capital or labor expenditures to design an infrastructure
to handle peak demand.

     Global Reach.  We have implemented our service on our global network of
over 900 servers deployed in 15 countries across 25 telecommunications networks.

     Compelling Cost Proposition.  Our customers can use our service without any
up-front investment in hardware or software. We offer our service under
pay-for-use contracts based on the amount of Internet content delivered. To
further reduce costs, our customers receive volume discounts as their usage
increases. We thus provide our customers with a scalable approach to content
delivery without the capital investment and increasing cost per user typically
associated with equipment-based alternatives.

     Ease of Implementation.  Our service forms a transparent layer on the
Internet between our customer's Web site and visitors accessing that site.
Through our easy-to-use FreeFlow Launcher software, our customers can quickly
tag the objects to be delivered over our network and begin to implement our
service. Customers can continuously update or modify their Web site content
without affecting site performance. Moreover, our service does not require that
the customer modify its computer hardware or software.

STRATEGY

     Our goal is to capitalize on our proprietary technology and leading market
position to establish a new industry standard for the delivery of Web content to
Internet users. To accomplish this goal, we are pursuing a strategy built on the
following initiatives:

     Target Leading Web Sites Across a Broad Spectrum of Internet
Categories.  We commercially introduced our FreeFlow service in April 1999 and
have attracted as customers three of the world's top six most heavily trafficked
Web sites, as reported by Media Metrix for June 1999. We are seeking to further
extend our penetration into leading Web sites across a broad spectrum of
Internet categories, including media, entertainment, financial services and
e-commerce. We are expanding our direct sales force to target Web sites in these
categories. We are also developing partner programs with companies that have
influence with Web site owners, such as Web design firms and systems integrators
who can promote our service to their customers.

     Further Expand Our Worldwide Network.  We plan to continue to expand our
network to increase capacity and improve performance. By adding servers, we can
increase the number of routes through which we can deliver Web content and thus
shorten the distance between our servers and Internet users. We have a
three-part strategy for expanding our network. First, we are placing our servers
in secure data centers served by Internet service providers that provide us with
bandwidth to deliver content from our servers to Internet users. Second, through
our FreeFlow ISP program, we provide use of our servers to smaller Internet
service providers who, in turn, provide us with rack space for our servers and
bandwidth to deliver content. Finally, we are planning to expand our network by
integrating our technology with network infrastructure products such as routers
and switches, to facilitate implementation of our service by Internet service
providers.

     Establish Akamai as a Leading Brand for Content Delivery.  We plan to
establish Akamai as the industry standard for providing Internet content
delivery. We intend to promote our brand to create strong penetration among all
top Internet content providers. We believe that this strong brand awareness,
combined with our existing global network of servers and customer base of
leading Internet-centric companies, will help to create a competitive advantage
in our market.

     Extend Our World-Class Technology Leadership.  We believe that Akamai has
established a reputation as a technological leader in Internet content delivery.
We plan to continue to enhance our current technologies, and develop new
technologies, that can improve the performance and reliability of our network

                                       27
<PAGE>   30

and expand the features and benefits that we can offer through our service. We
intend to leverage our technology to introduce innovative services and products
that take advantage of our worldwide network and our distributed computing
services capacity. To maintain our technological leadership, we plan to continue
to invest significant time and resources in recruiting computer scientists,
engineers and software developers with expertise in the areas of mathematics,
computer science and networking.

     Leverage Our Services Model.  We are creating a business model that will
generate a stream of recurring revenues, while maintaining relatively low
capital and bandwidth costs. We believe that we can maintain relatively low
capital costs because our service is based on software that runs on low cost,
off-the-shelf servers and we use the existing network infrastructure of
telecommunications providers instead of building our own fiber- or
satellite-based network infrastructure. In addition, we believe that we can
maintain relatively low bandwidth costs because we buy in large volumes and our
costs are based primarily on usage levels. Our recurring revenue model is based
on offering services to our customers that provide for payment based on the
amount of Internet content delivered through our service. As a result, our
revenue base has the potential to grow as the number of Internet users
increases, as these users access the Internet more often and for longer periods,
and as more Web sites incorporate richer content. We believe that the relatively
low capital costs required to build and maintain our network, together with the
relatively low costs that we are required to pay for bandwidth used on our
network, should enable us to leverage this recurring revenue base.

     Build Strategic Alliances to Strengthen Market Position.  We intend to
continue to develop strategic alliances with other Internet-related companies to
accelerate market acceptance of our services. To date, we have entered into two
major strategic alliances. In June 1999, we entered into a strategic alliance
with Apple Computer to integrate Apple's QuickTime TV network, QuickTime 4
Player and QuickTime Streaming Server with our global Internet content delivery
service. In August 1999, we entered into a strategic alliance with Cisco Systems
to, among other things, integrate Akamai technology with Cisco's networking
products. We will continue to pursue select relationships with other Internet
technology providers, Internet hosting companies, Internet service providers,
Web site developers and systems integrators. We believe these relationships will
accelerate the proliferation of our technology and services, increase our brand
recognition and improve access to our target customer base.

FREEFLOW SERVICE

  SERVICE

     Our FreeFlow service provides for the delivery of Web site content to
Internet users. When implementing our FreeFlow service, our customers select
bandwidth intensive portions of their Web sites, such as complex graphics,
advertisements, logos, software downloads and pictures, which are delivered to
users over our network. In the near future, we plan to introduce commercially a
service that will enable the delivery of streaming audio and video over our
network.

     FreeFlow customers pay only for the Internet content delivered through our
service. Monthly usage charges are based on megabits per second of content
delivered. Customers commit to pay for a minimum usage level over a fixed
contract term, and pay additional fees when usage exceeds this commitment.
Monthly prices currently begin at $1,995 per megabit per second, with discounts
available for volume usage.

     Our FreeFlow service is backed by Akamai's 100% proof-of-performance
guarantee. Through our guarantee we promise that:

     - Our service will deliver content 24 hours a day, seven days a week, 365
       days a year;

     - Our service will deliver content faster than the customer can do it
       itself;

     - If we fail to deliver on any day, the customer does not pay for the
       service for that day.

                                       28
<PAGE>   31

  TECHNOLOGY

     The FreeFlow service incorporates the following Akamai technologies:

     Akamaized URLs.  Akamai's technology changes the way in which content on a
Web page is delivered to an Internet user without interrupting the normal data
flow. Normally, when a user clicks on any Web page, the Web site returns a
Hypertext Markup Language, or HTML, text file containing text and formatting
instructions which the browser uses to display the page. This text file also
contains the Universal Resource Locators, or URLs, of non-text objects on the
page, such as photographs, banner advertisements, graphics and software
downloads.

     Akamai's customers identify which of their Web objects are to be delivered
over Akamai's network. The customer then runs a software utility provided by
Akamai, called FreeFlow Launcher, which searches for the URLs of the selected
objects and tags them with a special code. We refer to this tagged content as
"Akamaized" content. This modification transforms each URL for Akamaized content
into an "ARL," or Akamai Resource Locator. The result is that when a user's
browser downloads an HTML file containing ARLs of Web objects for that page, the
browser is automatically pointed to Akamai's network to retrieve those objects.
Our process does not require any modification to the browser or other personal
computer configuration changes. While Akamai can serve the HTML as well as the
objects embedded in it, our customers typically choose to serve the HTML
themselves to maintain direct contact with the user. Thus, even while users are
receiving Akamaized content from our servers, our customers can continue to
count Web site visitors, track user demographics and dynamically assemble Web
page content, including the insertion of targeted advertising and other
personalized content.

     Domain Name Servers.  The Internet relies on a distributed hierarchical
database, called the Domain Name System, or DNS, to translate Web site names
into numerical Internet Protocol, or IP, addresses. Akamai employs tiers of DNS,
or name, servers that interact seamlessly with the Internet's standard DNS
servers and intelligently direct a user's request for Web site content toward
the most efficient Akamai server to deliver the requested content. When an
Internet user requests a page containing Akamaized content, the user's browser
asks a Domain Name Server to find an IP address for the Akamai network. The DNS
automatically directs the query to one of Akamai's top-level DNS servers rather
than to the central Web site. The Akamai top-level DNS servers use proprietary
mapping software to determine the approximate location of the user in the
Internet. The top-level DNS server then refers the user's request to an Akamai
low-level DNS server that is responsible for traffic near the user. The
low-level DNS server then answers with the IP addresses of a group, or "region,"
of Akamai servers that can deliver the desired content to the user most quickly
and reliably based on the geographic proximity, load and availability of all
servers on the network. The low-level DNS servers use up-to-the-second
information about Internet and server conditions to make the best routing
decision for each user.

     Server Load Management.  Once Akamai's servers determine the optimal region
for serving content to a user at a given moment, a simple process for selecting
an individual server for such delivery would be to "round-robin" all requests to
each content server in that region. However, such an approach would require that
all objects reside on every content server, resulting in poor use of system
resources and poor load balancing. Instead, Akamai uses proprietary algorithms
to balance the loads of all servers within each region and ensure that objects
reside in the minimum number of servers required to deliver optimal performance.

     Real-Time Monitoring.  Akamai's FreeFlow service performs real-time
monitoring of its own servers and of the Internet to make certain that content
is delivered to users with the best performance and reliability. A key design
principle of Akamai's system is the use of distributed control. Therefore, if
any computer, data center or portion of the Internet fails, the FreeFlow service
will continue operating.

     FreeFlow constantly monitors the performance of connections between various
locations around the Internet and our regions. We use numerous types of network
information to determine the performance of these connections. The result is a
"map" of the optimal Akamai region for each location at that point in time.
Akamai rebuilds this map periodically to reflect changing conditions.

                                       29
<PAGE>   32

     Real-time monitoring also ensures reliability. A region is suspended if the
data center in which Akamai's servers are located fails or is performing poorly.
However, even when this disruption occurs, the FreeFlow service continues to
function. To ensure fault tolerance, Akamai deploys back-up low-level DNS
servers in each region that physically reside in separate data centers. These
back-up DNS servers automatically direct users to servers in alternate regions
unaffected by the remote outage.

     To ensure reliability against the failure of an individual server, each
server is assigned a "buddy" server within a region. Buddy servers query one
another every second to sense all failures. If a server's buddy does not respond
to a query, that server takes over its buddy's IP address and serves all content
requested of the buddy.

STRATEGIC ALLIANCES

     We have strategic alliances with Apple Computer and Cisco Systems and
intend to enter into additional strategic alliances with leading technology
companies to accelerate market acceptance of our services. We believe strategic
alliances can accelerate market acceptance of our technology and services,
increase our brand recognition and improve access to our target customer base.

  APPLE COMPUTER

     In June 1999, we entered into a strategic alliance with Apple Computer to
improve the delivery of streaming media over the Internet. Under the agreement,
we will integrate our global Internet content delivery service and Apple's
QuickTime TV network, QuickTime 4 Player and QuickTime Streaming Server. The
combined technologies are designed to give Apple Macintosh and Microsoft Windows
users worldwide access to fast, reliable, high-resolution streaming services
through e-commerce, media and other Web sites.

     Under the terms of the strategic alliance, we have agreed to be the
exclusive network provider to Apple for QuickTime TV. Apple has also designated
us as the preferred network provider to Apple customers developing streaming
QuickTime content.

     Apple purchased shares of our Series D convertible preferred stock for an
aggregate purchase price of approximately $12.5 million in June 1999.

  CISCO SYSTEMS

     In August 1999, we entered into a strategic alliance with Cisco Systems to
enhance and jointly develop new content routing, switching and caching
technologies to improve the performance of Internet content delivery. Under the
strategic alliance, Cisco and Akamai have agreed to jointly develop protocols
and algorithms designed to enhance content-based routing and switching
technologies within Cisco's infrastructure to optimize our Internet content
delivery service. In addition, Cisco has agreed to integrate our Internet
content delivery technology into its networking technology. We have also agreed
to explore new technologies to enable next-generation switching designed to
dynamically adapt to changing network conditions.

     Cisco purchased shares of our Series E convertible preferred stock for an
aggregate purchase price of approximately $49.0 million in August 1999.

                                       30
<PAGE>   33

CUSTOMERS

     We introduced our FreeFlow service commercially in April 1999. Our customer
base spans a broad spectrum of Internet categories. The following is a
representative list of our customers.

<TABLE>
<S>                                                  <C>
INTERNET-CENTRIC
Infoseek
Looksmart
Yahoo!
MEDIA, ENTERTAINMENT & TECHNOLOGY
Apple Computer
Artisan Entertainment
CNN Interactive
Discovery Channel Online
Hard Rock Hotel
Paramount Digital Entertainment
Sportsline USA
E-COMMERCE
Furniture.com
HomePortfolio.com
J.Crew.com
Wrenchead.com
FINANCIAL SERVICES
CCBN
Gomez.com
The Motley Fool
</TABLE>

SALES, SERVICE AND MARKETING

     We currently sell our service primarily through a direct sales force. Our
plan is to continue to pursue heavily trafficked Web sites through our direct
sales force and to penetrate other markets through indirect distribution
channels. As of August 11, 1999, we had 12 employees in our sales and
distribution organization. Currently our sales force is actively targeting
primarily domestic companies, focusing on the 300 Web sites that have the
greatest number of visitors, Fortune 100 companies and Global 2000 companies
with large operations in the United States.

     In addition to our direct sales efforts, we are developing our partner
program with design and system integration firms and consultants. We encourage
these partners to recommend the Akamai solution to their customers as part of
their design, integration and consulting work for those customers. As of August
11, 1999, we had three employees in our partner program group.

     Our technical consulting group directly supports our sales and distribution
efforts by providing technical consulting and integration assistance to our
current and prospective customers. As of August 11, 1999, we had 12 employees in
our technical consulting group.

     We believe that a high level of customer service and support is critical to
the successful marketing and sale of our products and services. We are building
a comprehensive service and support organization to meet the needs of our
customers. As of August 11, 1999, we had six employees in our customer service
and support organization. We are seeking to hire additional customer service and
support personnel as our customer base grows and as we introduce new products
and services.

     To support our sales efforts and actively promote the Akamai brand name, we
conduct comprehensive marketing programs. Our marketing strategies include an
active public relations campaign, print advertisements, online advertisements,
trade shows, strategic partnerships and on-going customer communications
programs. We focus our marketing efforts on business and trade publications,
online media outlets, industry events and sponsored activities. We participate
in a variety of Internet, computer and financial industry conferences and
encourage our officers and employees to pursue speaking engagements at these
conferences. As of August 11, 1999, we had 10 employees in our marketing
organization.

NETWORK DEPLOYMENT

     As of July 31, 1999, our network was comprised of 900 servers in 15
countries across 25 telecommunication networks. Some of the telecommunications
networks across which Akamai servers are deployed include: AboveNet
Communications, AT&T, Digex, Exodus Communications, GTE Internetworking,
interNode

                                       31
<PAGE>   34

networks, Korea Telecom, Level 3 Communications, OzEmail Limited, Pacific
Internet, PSINet, UUNET Technologies, Verio, VisiNet and WonderNet.

     Most of our servers are currently deployed in secure data centers served by
major domestic and international Internet service providers. These Internet
service providers provide bandwidth to deliver content from our servers to
Internet users.

     We also deploy our servers at smaller and medium-sized domestic and
international Internet service providers through our FreeFlow ISP program. Under
this program, we offer use of our servers to Internet service providers. In
exchange, we do not pay for rack space to house our servers or bandwidth to
deliver content from our servers to Internet users. By hosting Akamai servers,
Internet service providers obtain access to popular content from the Internet
that is served from the Akamai network. As a result, when this content is
requested by a user, the Internet service provider does not need to pay for the
bandwidth otherwise necessary to retrieve the content from the originating Web
site.

     We are planning to expand our network by integrating our technology with
networking and other network infrastructure products, such as routers and
switches, to facilitate implementation of our service by Internet service
providers.

RESEARCH AND DEVELOPMENT

     Akamai's beginnings trace to a challenge that Tim Berners-Lee, the inventor
of the World Wide Web, posed to his colleagues at MIT in early 1995 to invent a
fundamentally new and better way to deliver Internet content to users. F.
Thomson Leighton, an MIT Professor of Applied Mathematics and founder of Akamai,
recognized that a solution to Web congestion could be found in applied
mathematics and algorithms. Dr. Leighton believed that algorithms could be used
to create a network of distributed servers that could communicate as a system
and could deliver content without depending on a centralized controlling core.
Dr. Leighton, together with Daniel Lewin, one of his graduate students at MIT,
and several other researchers with expertise in computer science and data
networking, undertook the development of the mathematical algorithms necessary
to handle the dynamic routing of content.

     We believe that strong product and service development capabilities are
essential to enhancing our core technologies, developing new applications for
our technology and maintaining our competitiveness. We have invested and intend
to continue to invest a significant amount of human and financial resources in
Akamai's research and development organization.

     As of August 11, 1999, we had 47 employees devoted to our research and
development efforts. Our research and development organization is comprised of
the following groups:

     - The server group, which develops and maintains the server software used
       in our FreeFlow service;

     - The mapping group, which develops techniques for monitoring and routing
       Internet traffic;

     - The performance analysis group, which develops tools to test and monitor
       the performance of systems;

     - The graphic user interface group, which builds programs that allow our
       customers and network operations center personnel to graphically view the
       status and performance of our network in real time; and

     - The algorithm design and implementation groups, which design and
       implement the algorithms that operate our FreeFlow service and its
       derivative technologies.

     We are focusing our research and development efforts on enhancing our
FreeFlow service and building on our technology for our new services under
development, including streaming media. From our inception in August 1998
through June 30, 1999, our engineering and development expenses were
approximately $2.3 million. We expect to continue to commit significant
resources to research and development in the future. To date, all engineering
and development expenses have been expensed as incurred.

                                       32
<PAGE>   35

COMPETITION

     The market for Internet content delivery services is new, rapidly evolving
and intensely competitive. We expect competition to increase both from existing
competitors and new market entrants for various components of our service. We
compete primarily on the basis of:

     - Performance of our service, including speed of delivery, reliability,
       peak crowd protection, and global content delivery capabilities;

     - Ease of implementation and use of our service;

     - Types of content delivered; and

     - Price.

     We compete primarily with companies offering products and services that
address Internet performance problems, including companies that provide Internet
content delivery services, streaming content delivery services and
equipment-based solutions to Internet performance problems, such as load
balancers and server switches.

     Our competitors may be able to respond more quickly than we can to new or
emerging technologies and changes in customer requirements. Some of our current
or potential competitors may bundle their products with other software or
hardware in a manner that may discourage Web site owners from purchasing
products we offer or Internet service providers from being willing to install
our servers.

     Increased competition could result in price reductions, fewer customer
orders, reduced gross margins and loss of market share, any of which could
materially and adversely affect our business, financial condition and
operations.

PROPRIETARY RIGHTS AND LICENSING

     Our success and ability to compete are dependent on our ability to develop
and maintain the proprietary aspects of our technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret and copyright laws and contractual restrictions
to protect the proprietary aspects of our technology. These legal protections
afford only limited protection for our technology. We have no patents and we
have not filed any patent applications with the United States Patent and
Trademark Office with respect to our Internet content delivery service. We seek
to limit disclosure of our intellectual property by requiring employees and
consultants with access to our proprietary information to execute
confidentiality agreements with us and by restricting access to our source code.
Due to rapid technological change, we believe that factors such as the
technological and creative skills of our personnel, new product developments and
enhancements to existing products are more important than the various legal
protections of our technology to establishing and maintaining a technology
leadership position.

     Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. The laws of many countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. Any such resulting litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our business,
operating results and financial condition. There can be no assurance that our
means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology. Any failure by us
to meaningfully protect our property could have a material adverse effect on our
business, operating results and financial condition.

     In October 1998, we entered into a license agreement with MIT under which
we were granted a royalty-free, worldwide right to use and sublicense the
intellectual property rights of MIT under various patent applications and
copyrights relating to Internet content delivery technology. We cannot predict
whether any of these applications will result in any issued patents or, if
patents are issued, any meaningful protection. Some of

                                       33
<PAGE>   36

our technology is based on technology licensed from MIT. The license has been
granted to us on an exclusive basis, but is subject to the rights of the U.S.
government to use the licensed intellectual property in government-funded
inventions. As part of the license agreement, MIT retained the right to use the
licensed intellectual property for non-commercial, teaching and educational
purposes. In connection with the license agreement, we issued 341,055 shares of
our common stock to MIT in October 1998. The license agreement is irrevocable,
but MIT may terminate the agreement if we cease our business due to insolvency
or if we materially breach the terms of the license agreement.

EMPLOYEES

     As of August 11, 1999, we had a total of 130 full-time employees and 13
part-time employees. We expect to hire additional employees through 1999.

     Our future success will depend in part on our ability to attract, retain
and motivate highly qualified technical and management personnel, for whom
competition is intense. Our employees are not represented by any collective
bargaining unit. We believe our relations with our employees are good.

BOARD OF ADVISORS

     Our board of advisors consists of individuals with recognized expertise in
the Internet, networking, science and entertainment fields who advise us about
developing technology standards, business strategy, and anticipating and meeting
marketplace needs. The following people are members of our board of advisors:

     Tim Berners-Lee holds the 3Com Founders chair at the Laboratory for
Computer Science at MIT. He directs the World Wide Web Consortium, an open forum
of companies and organizations with the mission to lead the Web to its full
potential. In 1989, Dr. Berners-Lee invented the World Wide Web.

     Gil Friesen is a director of the Digital Entertainment Network. Previously,
Mr. Friesen served as president of A&M Records. Mr. Friesen co-founded Classic
Sports Network, a cable network sold to ESPN in 1997.

     Sam Gassel is chief systems engineer for CNN Internet Technologies. He has
been the architect of CNN's Internet systems since the launch of CNN.com in
1995. Before joining CNN/Turner Broadcasting in 1994, Mr. Gassel worked in
Academic Computing at the University of Chicago.

     Ron Graham is a professor of Computer and Information Sciences at the
University of California, San Diego. Dr. Graham is also a chief scientist
emeritus for AT&T Labs and was president of the American Mathematical Society
from 1993 to 1995.

     Amos Hostetter is the former chief executive officer of MediaOne. Mr.
Hostetter co-founded Continental Cablevision in 1963 and served as its chairman
and chief executive officer prior to its merger with MediaOne Group in 1996. Mr.
Hostetter is currently chairman of Pilot House Associates, LLC.

     Jan Hier-King is the head of enterprise technology of Charles Schwab &
Co.'s electronic brokerage unit. Ms. Hier-King led the start-up of the
technology organization supporting the institutional business at Charles Schwab.

     Daniel Smith is president and chief executive officer of Sycamore Networks,
Inc. Prior to joining Sycamore, Mr. Smith was president and chief executive
officer of Cascade Communications and a member of its board of directors.
Cascade Communications was acquired by Ascend Communications in June 1997.

     Peter Solvik is senior vice president and chief information officer of
Cisco Systems. At Cisco Systems, Mr. Solvik is responsible for the company's
worldwide use of information technology, including Internet-based customer
service and electronic commerce tools. He is also responsible for the Internet
Business Solutions Group at Cisco Systems.

     Ralph Terkowitz is chief information officer of The Washington Post
Company. Mr. Terkowitz founded and in 1996 became chief executive officer of
Digital Ink Co., the electronic publishing subsidiary of The Washington Post
Company.
                                       34
<PAGE>   37

     Members of the board of advisors generally receive options to purchase our
common stock under our 1998 stock incentive plan.

FACILITIES

     Our headquarters are currently located in approximately 15,988 square feet
of leased office space located in Cambridge, Massachusetts. The lease for
portions of this space terminates at various times from April 2003 to May 2004.

     We are negotiating a lease for approximately 53,544 square feet of space in
a second office building in Cambridge, Massachusetts. We plan to relocate our
entire office and operations to the new location. The lease is for a seven-year
term commencing on December 1, 1999, with certain expansion options.

LEGAL PROCEEDINGS

     We are not a party to any material legal proceedings.

                                       35
<PAGE>   38

                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     The executive officers and directors of Akamai, and their ages and
positions as of June 30, 1999 are as follows:

<TABLE>
<CAPTION>
NAME                                         AGE                    POSITION
----                                         ---                    --------
<S>                                          <C>   <C>
George H. Conrades(1)......................  60    Chairman of the Board of Directors and
                                                   Chief Executive Officer
Paul Sagan.................................  40    President and Chief Operating Officer
F. Thomson Leighton(2).....................  42    Chief Scientist and Director
Daniel M. Lewin............................  29    Chief Technology Officer and Director
Robert O. Ball III.........................  41    Vice President, General Counsel and
                                                   Secretary
Earl P. Galleher III.......................  39    Vice President of Sales and Distribution
David Goodtree.............................  37    Vice President of Marketing
Steven P. Heinrich.........................  55    Vice President of Human Resources
Bruce M. Maggs.............................  36    Vice President of Research and Development
Jonathan Seelig............................  27    Vice President of Strategy and Corporate
                                                   Development
Arthur H. Bilger(2)........................  46    Vice Chairman of the Board of Directors
Todd A. Dagres(1)..........................  39    Director
Terrance G. McGuire(1).....................  43    Director
Edward W. Scott(1)(2)......................  36    Director
</TABLE>

------------
(1) Member of the Compensation Committee

(2) Member of the Audit Committee

     Set forth below is certain information regarding the professional
experience for each of the above-named persons.

     George H. Conrades has served as Chairman and Chief Executive Officer of
Akamai since April 1999 and as a director since December 1998. Mr. Conrades has
also been a venture partner of Polaris Venture Partners, Inc., an early stage
investment company, since August 1998. From August 1997 to July 1998, Mr.
Conrades served as Executive Vice President of GTE and President of GTE
Internetworking, an integrated telecommunication services firm. Mr. Conrades
served as Chairman of the Board of Directors and Chief Executive Officer of BBN
Corporation, a national Internet services provider and Internet technology
research and development company, from January 1994 until its acquisition by GTE
Internetworking in July 1997. Prior to joining BBN Corporation, Mr. Conrades was
an IBM Senior Vice President and a Member of IBM's Corporate Management Board.
Mr. Conrades is currently a director of CBS and Infinity Broadcasting, a media
company. He is also an interim member of the board of ICANN, the Internet
Corporation for the Assignment of Names and Numbers, a non-profit organization
established by the United States government to oversee the administration of
Internet names and addresses.

     Paul Sagan joined Akamai in October 1998 as Vice President and Chief
Operating Officer and has served as President and Chief Operating Officer since
May 1999. Mr. Sagan was the Senior Advisor to the World Economic Forum, a
Geneva, Switzerland-based organization, from July 1997 to August 1998. From
December 1995 to December 1996, Mr. Sagan was the President and Editor of Time
Inc. New Media, an affiliate of Time Warner, Inc., a global media and
entertainment company. From September 1992 to December 1995, Mr. Sagan served as
a vice president and senior vice president of Time Warner Cable, a division of
Time Warner, Inc.

     F. Thomson Leighton co-founded Akamai and has served as Chief Scientist and
a director since August 1998. Dr. Leighton has been a professor of Mathematics
at MIT since 1982 and has served as the Head of the

                                       36
<PAGE>   39

Algorithms Group in MIT's Laboratory for Computer Science since its inception in
1996. Dr. Leighton is currently on sabbatical from MIT. Dr. Leighton is a former
two-term chair of the 2,000-member Association of Computing Machinery Special
Interest Group on Algorithms and Complexity Theory, and a former two-term
Editor-in-Chief of the Journal of the ACM, one of the nation's premier journals
for computer science research.

     Daniel M. Lewin co-founded Akamai and has served as a director since August
1998. Mr. Lewin served as President of Akamai from August 1998 to May 1999 and
as Chief Technology Officer since May 1999. Since July 1996, Mr. Lewin has been
a Ph.D. candidate in the Algorithms Group at MIT's Laboratory for Computer
Science. From May 1994 to May 1996, Mr. Lewin worked at IBM's research
laboratory in Haifa, Israel as a full-time Research Fellow and Project Leader
responsible for the development and support of IBM's Genesys system.

     Robert O. Ball III has served as Vice President and General Counsel of
Akamai since July 1999 and has served as Secretary since August 1999. From June
1996 until August 1999, Mr. Ball was a Partner and Chair of the Electronic
Commerce Practice Team at Alston & Bird LLP, a law firm. From 1991 until May
1996, Mr. Ball was a Partner at Cashin, Morton & Mullins, a law firm.

     Earl P. Galleher III has served as Vice President of Sales and Distribution
of Akamai since March 1999. From March 1996 until August 1998, Mr. Galleher was
employed with Digex, Inc., a national Internet carrier, where he served as Vice
President and General Manager from March 1996 to January 1997 and as the
President of the Web Site Management Division from January 1997 to August 1998.
From November 1991 to February 1996, Mr. Galleher served as Director of
Marketing at American Mobile Satellite Corporation, a mobile voice and data
service provider.

     David Goodtree has served as the Vice President of Marketing since March
1999. From October 1994 to March 1999, Mr. Goodtree served as Group Director at
Forrester Research, Inc., an independent technology research firm. Prior to
joining Forrester Research, Inc., from October 1990 to September 1994, Mr.
Goodtree managed product development for MCI Communications Corporation, now
known as MCI WorldCom, Inc., a telecommunications company.

     Steven P. Heinrich has served as Vice President of Human Resources of
Akamai since March 1999. Prior to joining Akamai, Mr. Heinrich established
Constellation Consulting, Inc., a human resources consulting firm specializing
in early stage, high technology businesses. From November 1979 to October 1997,
Mr. Heinrich served as the Vice President of Human Resources for BBN
Corporation.

     Bruce M. Maggs joined Akamai in October 1998 as a Senior Research Scientist
and has served as Vice President of Research and Development since April 1999.
From September 1998 to January 1999, Dr. Maggs was a Visiting Associate
Professor of Computer Science at MIT. Dr. Maggs is currently on leave from his
appointment as Associate Professor of Computer Science at Carnegie Mellon
University, a position he has held since July 1997. From January 1994 until his
appointment as Associate Professor, Dr. Maggs was an Assistant Professor at
Carnegie Mellon. From September 1990 to December 1993, Dr. Maggs was a Research
Scientist at the NEC Research Institute, Inc., an institute which conducts
research in computer and physical sciences.

     Jonathan Seelig co-founded Akamai in August 1998 and has served as Vice
President of Strategy and Corporate Development since that time. From January
1995 to September 1997, Mr. Seelig worked for ECI Telecom, Ltd., a provider of
digital telecommunications and data transmission systems to network service
providers. Mr. Seelig is presently on a leave of absence as an M.B.A. candidate
at MIT's Sloan School of Management.

     Arthur H. Bilger has served as a director of Akamai since November 1998 and
has served as Vice Chairman of the Board of Directors since August 1999. From
December 1994 until March 1997, Mr. Bilger was president, chief operating
officer and a member of the board of directors of New World Communications Group
Incorporated, an entity engaged in television broadcasting and production. From
August 1990 until December 1994, Mr. Bilger was a founding principal of Apollo
Advisors, L.P. and Lion Advisors, L.P., entities

                                       37
<PAGE>   40

engaged in the management of securities investments. Mr. Bilger is currently a
director of Mandalay Resort Group, an owner and operator of hotel casino
facilities.

     Todd A. Dagres has served as a director of Akamai since November 1998.
Since February 1996, Mr. Dagres has been a general partner of Battery Ventures,
a venture capital firm. From February 1994 to February 1996, Mr. Dagres was a
Principal and Senior Technology Analyst at Montgomery Securities, now known as
Banc of America Securities LLC, an investment bank and brokerage firm.

     Terrance G. McGuire has served as a director of Akamai since April 1999.
Mr. McGuire is a founder and has been a general partner of Polaris Venture
Partners, Inc. since June 1996. Since 1992, Mr. McGuire has also been a general
partner of Burr, Egan, Deleage & Co., a venture capital firm.

     Edward W. Scott has served as a director of Akamai since April 1999. Mr.
Scott is a founder and general partner of the Baker Communications Fund, a
communications private equity fund. He has been a general partner of that firm
since March 1996. From December 1990 until March 1996, Mr. Scott was a private
equity investor with the Apollo Investment Fund, L.P.

     Each executive officer serves at the discretion of the board of directors
and holds office until his successor is elected and qualified or until his
earlier resignation or removal. There are no family relationships among any of
the directors or executive officers of Akamai. Each of the directors serve on
the board of directors pursuant to the terms of an agreement that will terminate
upon the closing of this offering.

ELECTION OF DIRECTORS

     Following this offering, the board of directors will be divided into three
classes, each of whose members will serve for a staggered three-year term.
Messrs. Conrades and McGuire will serve in the class whose term expires in 2000;
Messrs. Leighton and Scott will serve in the class whose term expires in 2001;
and Messrs. Bilger, Dagres and Lewin will serve in the class whose term expires
in 2002. Upon the expiration of the term of a class of directors, directors in
such class will be elected for three-year terms at the annual meeting of
stockholders in the year in which such term expires.

COMPENSATION OF DIRECTORS

     We reimburse directors for reasonable out-of-pocket expenses incurred in
attending meetings of the board of directors. We may, in our discretion, grant
stock options and other equity awards to our non-employee directors from time to
time pursuant to our 1998 stock incentive plan. We have not yet determined the
amount and timing of such grants or awards.

BOARD COMMITTEES

     The board of directors has established a compensation committee and an
audit committee. The compensation committee, which consists of Messrs. Conrades,
Dagres, McGuire and Scott, reviews executive salaries, administers our bonus,
incentive compensation and stock plans, and approves the salaries and other
benefits of our executive officers. In addition, the compensation committee
consults with our management regarding our pension and other benefit plans and
compensation policies and practices.

     The audit committee, which consists of Messrs. Bilger, Leighton and Scott,
reviews the professional services provided by our independent accountants, the
independence of such accountants from our management, our annual financial
statements and our system of internal accounting controls. The audit committee
also reviews such other matters with respect to our accounting, auditing and
financial reporting practices and procedures as it may find appropriate or may
be brought to its attention.

                                       38
<PAGE>   41

EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid by us, for services
rendered for the period from August 20, 1998, the date of our inception, to
December 31, 1998, to the person who served as our President during that period.
We did not have a Chief Executive Officer during that period. None of our other
executive officers who held office as of December 31, 1998 met the definition of
"highly compensated" within the meaning of the Securities and Exchange
Commission's executive compensation disclosure rules. In the table below,
columns required by the regulations of the Securities and Exchange Commission
have been omitted where no information was required to be disclosed under those
columns.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              ANNUAL COMPENSATION
                                                              -------------------
NAME AND PRINCIPAL POSITION                                        SALARY($)
---------------------------                                   -------------------
<S>                                                           <C>
Daniel M. Lewin.............................................       $ 30,000
President(1)
</TABLE>

------------
(1) Daniel M. Lewin resigned as President of Akamai and became our Chief
    Technology Officer on May 18, 1999.

     On September 2, 1998, we sold 5,695,875 shares of common stock to Mr. Lewin
for an aggregate purchase price of $63,285 pursuant to the terms of a stock
restriction agreement. The stock restriction agreement gives us the right to
repurchase a portion of these shares at the original purchase price if Mr. Lewin
ceases to provide services to us prior to August 31, 2002. However, our right to
repurchase shares held by Mr. Lewin terminates upon a change in control of
Akamai.

STOCK OPTIONS

     We did not grant any stock options to Mr. Lewin during the period from our
inception to December 31, 1998.

BENEFIT PLANS

     1998 Stock Incentive Plan.  Our 1998 stock incentive plan provides for the
grant of restricted stock and other stock-based awards and stock options. A
maximum of                shares of common stock are authorized to be issued
pursuant to the 1998 stock incentive plan. Our officers, employees, directors,
consultants and advisors are eligible to receive awards under the 1998 stock
incentive plan.

     The compensation committee of our board of directors administers the 1998
stock incentive plan. The compensation committee with the assistance of
management selects the recipients of awards and determines:

     - The number of shares of common stock covered by options and the dates
       upon which such options become exercisable;

     - The exercise price of options;

     - The duration of options; and

     - The number of shares of common stock subject to any restricted stock or
       other stock-based awards and the terms and conditions of such awards,
       including the conditions for repurchase, issue price and repurchase
       price.

     In the event of a merger or other acquisition event, our board of directors
is authorized to provide for outstanding awards to be assumed or substituted for
by the acquiror. If the acquiror does not assume or substitute for outstanding
awards, our board of directors may provide that all unexercised options will
become exercisable in full prior to the completion of such event and that these
options will terminate upon the completion of the event if not previously
exercised. In addition, immediately prior to the consummation of an acquisition
event, the vesting schedule of each outstanding option and stock-based award
will be accelerated.

                                       39
<PAGE>   42

     1999 Employee Stock Purchase Plan.  Our 1999 employee stock purchase plan
provides for the issuance of up to        shares of our common stock to
participating employees.

     All of our employees, including directors who are employees, and all
employees of any participating subsidiaries:

     - Whose customary employment is more than 20 hours per week for more than
       five months in a calendar year;

     - Who were employed by us prior to             , 1999 for the first
       offering period or for subsequent offering periods, who have been
       employed by us for at least three months prior to enrolling; and

     - Who are employed on the first day of a designated payroll deduction
       offering period

are eligible to participate in the 1999 employee stock purchase plan. Employees
who would immediately after the grant own five percent or more of the total
combined voting power or value of our stock or any subsidiary are not eligible
to participate.

     To participate in the 1999 employee stock purchase plan, an employee must
authorize us to deduct from one to ten percent of his or her base pay during the
offering period. The first offering period will commence on the first date of
trading of our common stock on the Nasdaq National Market. The purchase price of
the shares for the first offering period is 85% of the initial public offering
price or the closing price per share of the common stock on the last day of the
offering period, whichever is lower. The purchase price of the shares for the
subsequent offering periods is 85% of the closing price per share of the common
stock on either the first or last day of the offering period, whichever is
lower.

     401(k) Plan.  Our employee savings and retirement plan is qualified under
Section 401 of the Internal Revenue Code. Our employees may elect to reduce
their current compensation by up to the statutorily prescribed annual limit and
have the amount of such reduction contributed to the 401(k) plan. We may make
matching or additional contributions to the 401(k) plan in amounts to be
determined annually by our board of directors.

                                       40
<PAGE>   43

                           RELATED PARTY TRANSACTIONS

ISSUANCES OF PREFERRED STOCK AND 15% SENIOR SUBORDINATED NOTES

     Since our inception in August 1998, we have issued and sold preferred stock
and 15% senior subordinated notes coupled with warrants to purchase common stock
to the following persons and entities who are our executive officers, directors
or 5% or greater stockholders. For more detail on shares of stock held by these
purchasers, see "Principal Stockholders" on page 44.

<TABLE>
<CAPTION>
                                                                              WARRANTS TO
                                       SERIES A    SERIES B     15% SENIOR     PURCHASE      AGGREGATE
                                       PREFERRED   PREFERRED   SUBORDINATED     COMMON       PURCHASE
NAME                                     STOCK       STOCK        NOTES          STOCK         PRICE
----                                   ---------   ---------   ------------   -----------   -----------
<S>                                    <C>         <C>         <C>            <C>           <C>
Arthur H. Bilger(1)..................    32,894       9,610     $  100,000        2,225     $   494,779
Baker Communications Fund, L.P. .....        --     929,244     $7,000,000      155,778     $20,999,990
Battery Ventures IV, L.P.(2).........   513,165      63,056             --           --     $ 4,850,056
George H. Conrades(3)................    29,605       8,649     $   65,154        1,449     $   420,458
Earl P. Galleher III.................     3,289         961     $   48,333        1,075     $    87,808
Jonathan Seelig......................    14,473       4,228     $   31,852          708     $   205,546
Entities affiliated with Polaris
  Venture Management Co. II,
  L.L.C.(4)..........................   263,163     237,318     $1,000,000       22,254     $ 6,575,472
Paul Sagan...........................     6,578       1,922     $   14,477          322     $    93,427
</TABLE>

------------
(1) Excludes securities held by Baker Communications Fund, L.P., of which Mr.
    Bilger is a limited partner. Mr. Bilger is the managing member of the
    general partner of ADASE Partners, L.P. and the managing member of AT
    Investors LLC. Mr. Bilger's shares of Series A preferred stock represent
    holdings of ADASE Partners, L.P. in Akamai. Mr. Bilger's shares of Series B
    convertible preferred stock and his notes and warrants are held by AT
    Investors LLC. Mr. Bilger disclaims beneficial ownership of the securities
    held by ADASE Partners, L.P. and AT Investors LLC except to the extent of
    his pecuniary interest in those entities.

(2) Includes 7,895 shares of Series A convertible preferred stock and 969 shares
    of Series B convertible preferred stock held by Battery Investment Partners
    IV, LLC, of which Battery Ventures IV, L.P. is a managing member.

(3) Excludes securities held by entities affiliated with Polaris Venture
    Management Co. II, L.L.C., of which Mr. Conrades is a general partner.

(4) Represents 257,119 shares of Series A convertible preferred stock, 231,687
    shares of Series B convertible preferred stock, 15% senior subordinated
    notes in the principal amount of $976,271 and 7,242 warrants held by Polaris
    Venture Partners II L.P. and 6,044 shares of Series A convertible preferred
    stock, 5,631 shares of Series B convertible preferred stock, 15% senior
    subordinated notes in the principal amount of $23,729 and 176 warrants held
    by Polaris Venture Partners Founders Fund II L.P.

     Series A Financing.  On November 23, 1998, November 30, 1998 and December
14, 1998 we issued an aggregate of 1,100,000 shares of Series A preferred stock
to 22 investors, including Arthur H. Bilger, Battery Ventures IV, L.P., Battery
Investment Partners IV, LLC, George H. Conrades, Earl P. Galleher III, Jonathan
Seelig, Polaris Venture Partners II L.P., Polaris Venture Partners Founders Fund
II L.P. and Paul Sagan. The per share purchase price for our Series A
convertible preferred stock was $7.60.

     Series B Financing.  On April 16, 1999 and April 30, 1999 we issued an
aggregate of 1,327,500 shares of Series B convertible preferred stock to 24
investors, including Arthur H. Bilger, Baker Communications Fund, L.P., Battery
Ventures IV, L.P., Battery Investment Partners IV, LLC, George H. Conrades, Earl
P. Galleher III, Jonathan Seelig, Polaris Venture Partners II L.P., Polaris
Venture Partners Founders Fund II L.P. and Paul Sagan. The per share purchase
price for our Series B convertible preferred stock was $15.07. As

                                       41
<PAGE>   44

part of our Series B financing, we granted Baker Communications Fund, L.P. an
option to purchase up to 145,195 shares of our Series C convertible preferred
stock which are convertible into an aggregate of 454,188 shares of common stock.

     15% Senior Subordinated Note Financing.  On May 7, 1999 we issued 15%
senior subordinated notes in the aggregate principal amount of $15,000,000
coupled with 333,806 warrants to purchase an aggregate of 1,001,418 shares of
common stock to 20 investors, including Arthur H. Bilger, Baker Communications
Fund, L.P., George H. Conrades, Earl P. Galleher III, Jonathan Seelig, Polaris
Venture Partners II L.P., Polaris Venture Partners Founders Fund II L.P. and
Paul Sagan. The 15% senior subordinated notes have a term of five years and bear
interest at the rate of 15% per year, compounded annually. The exercise price of
the warrants issued in connection with the 15% senior subordinated notes is
$4.99 per share.

ISSUANCES OF COMMON STOCK

     The following table presents selected information regarding our issuances
of common stock to our executive officers and directors. We issued the shares of
common stock set forth in the table below pursuant to stock restriction
agreements with each of the executive officers and directors which give us
rights to repurchase all or a portion of the shares at their purchase price in
the event that the person ceases to provide services to us. Some of these stock
restriction agreements prohibit us from repurchasing shares following a change
in control of Akamai.

<TABLE>
<CAPTION>
                                                         DATE OF      NUMBER        AGGREGATE
NAME                                                     ISSUANCE    OF SHARES    PURCHASE PRICE
----                                                     --------    ---------    --------------
<S>                                                      <C>         <C>          <C>
Robert O. Ball III.....................................   7/23/99      125,000      $  625,000
Arthur H. Bilger.......................................  11/19/98      297,000      $    8,250
                                                          3/26/99      300,000      $  200,000
George H. Conrades.....................................   3/26/99    2,970,000      $1,980,000
Earl P. Galleher III...................................   3/15/99      630,000      $   52,500
F. Thomson Leighton....................................    9/2/98    5,695,875      $   63,288
Daniel M. Lewin........................................    9/2/98    5,695,875      $   63,288
Paul Sagan.............................................  10/28/98    1,191,600      $   33,100
                                                          5/18/99      300,000      $  500,000
Jonathan Seelig........................................    9/2/98    1,188,000      $   13,200
</TABLE>

AGREEMENTS WITH EXECUTIVE OFFICERS

     On March 26, 1999, in connection with the issuance of restricted common
stock, we loaned $1,980,000 to George H. Conrades, our Chief Executive Officer
and Chairman of the Board of Directors. The loan bears interest at a rate of
5.3% per year, compounded annually until paid in full. The loan must be paid in
full by March 26, 2009 or earlier to the extent of proceeds, net of taxes,
received by Mr. Conrades upon his sale of capital stock of Akamai. On March 26,
1999 we entered into a severance agreement with Mr. Conrades. The severance
agreement requires us to pay Mr. Conrades a lump-sum cash payment equal to 299%
of his average annual salary and bonus for the most recent three years if his
employment is terminated by us other than for cause within two years following a
change in control of Akamai.

     On May 18, 1999, in connection with the issuance of restricted common
stock, we loaned $500,000 to Paul Sagan, our President and Chief Operating
Officer. The loan bears interest at a rate of 5.3% per year, compounded annually
until paid in full. The loan must be paid in full by May 18, 2009 or earlier to
the extent of proceeds, net of taxes, received by Mr. Sagan upon his sale of
capital stock of Akamai.

     On July 23, 1999, in connection with the issuance of restricted common
stock, we loaned $623,750 to Robert O. Ball III, our Vice President and General
Counsel. The loan bears interest at a rate of 6.1% per year, compounded annually
until paid in full. The loan must be paid in full by July 23, 2009 or earlier to
the extent of proceeds, net of taxes, received by Mr. Ball upon his sale of
capital stock of Akamai.

                                       42
<PAGE>   45

                            ------------------------

     We believe that all of the securities issuances set forth above were made
on terms no less favorable to us than could have been obtained from unaffiliated
third parties. Akamai agreed to the material terms of each of the preferred
stock issuances described above after arms'-length negotiations with previously
unaffiliated persons. All future transactions, including loans between us and
our officers, directors, principal stockholders and their affiliates will be
approved by a majority of our board of directors, including a majority of the
independent and disinterested directors on our board of directors, and will
continue to be on terms no less favorable to us than could be obtained from
unaffiliated third parties.

                                       43
<PAGE>   46

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth information regarding beneficial ownership
of our common stock as of June 30, 1999, and as adjusted to reflect the sale of
the shares of common stock in this offering, by:

     - Each person who owns beneficially more than 5% of the outstanding shares
       of our common stock;

     - Each of our directors;

     - The executive officer named in the Summary Compensation Table under
       "Management -- Executive Compensation" on page 39; and

     - All of our directors and executive officers as a group.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to shares. Unless otherwise indicated below, to our knowledge, all
persons named in the table have sole voting and investment power with respect to
their shares of common stock, except to the extent authority is shared by
spouses under applicable law. Unless otherwise indicated, the address of each
person owning more than 5% of the outstanding shares of common stock is c/o
Akamai Technologies, Inc., 201 Broadway, Cambridge, Massachusetts 02139.

<TABLE>
<CAPTION>
                                                                                     PERCENTAGE OF
                                                                                      COMMON STOCK
                                                                                      OUTSTANDING
                                                                                  --------------------
                                                             NUMBER OF SHARES      BEFORE      AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER                        BENEFICIALLY OWNED    OFFERING    OFFERING
------------------------------------                        ------------------    --------    --------
<S>                                                         <C>                   <C>         <C>
F. Thomson Leighton(1)....................................       5,524,875          14.7%           %
Daniel M. Lewin(2)........................................       5,515,875          14.7%           %
Battery Ventures IV, L.P.(3)..............................       4,886,849          13.0%           %
  20 Williams Street
  Wellesley, MA 02481
Baker Communications Fund, L.P.(4)........................       3,709,254           9.6%           %
  c/o Baker Capital Partners, LLC
  540 Madison Avenue
  New York, NY 10022
George H. Conrades(5).....................................       3,271,307           8.7%           %
Entities affiliated with Polaris Venture Management Co.
  II, L.L.C.(6)...........................................       3,187,796           8.5%           %
  1000 Winter Street
  Suite 3350
  Waltham, MA 02451
Arthur H. Bilger(7).......................................         933,627           2.5%           %
Todd A. Dagres(8).........................................       4,886,849          13.0%           %
  c/o Battery Ventures IV, L.P.
  20 Williams Street
  Wellesley, MA 02481
Terrance G. McGuire(9)....................................       3,187,796           8.5%           %
  c/o Polaris Venture Management Co. II, L.L.C.
  1000 Winter Street
  Suite 3350
  Waltham, MA 02451
Edward W. Scott(10).......................................       3,709,254           9.6%           %
  c/o Baker Capital Partners, LLC
  540 Madison Avenue
  New York, NY 10022
All executive officers and directors as a group (14
  persons)(11)............................................      30,774,646          79.6%           %
</TABLE>

------------
 (1) Includes 720,000 shares held by the F. Thomson Leighton 1998 Irrevocable
     Trust.

 (2) Includes 720,000 shares held by the Daniel Lewin 1998 Irrevocable Trust.

                                       44
<PAGE>   47

 (3) Includes 75,180 shares held by Battery Investment Partners IV, LLC. Battery
     Ventures IV, L.P. is the managing member of Battery Investment Partners IV,
     LLC.

 (4) Includes 921,522 shares issuable upon the exercise of options and warrants
     exercisable within 60 days after June 30, 1999.

 (5) Includes 742,500 shares held by Lawrence T. Warble, Trustee Under Agreement
     Dated August 10, 1999, and 4,347 shares issuable upon the exercise of
     warrants exercisable within 60 days after June 30, 1999. Excludes shares
     held by entities affiliated with Polaris Venture Management Co. II, L.L.C.,
     of which Mr. Conrades is a general partner.

 (6) Represents 3,048,813 shares held by Polaris Venture Partners II L.P.,
     72,221 shares held by Polaris Venture Partners Founders' Fund II L.P.,
     65,178 shares issuable upon exercise of warrants held by Polaris Venture
     Partners II L.P. and exercisable within 60 days after June 30, 1999 and
     1,584 shares issuable upon the exercise of warrants held by Polaris Venture
     Partners Founders' Fund II L.P. and exercisable within 60 days after June
     30, 1999. Polaris Venture Management Co. II, L.L.C. is the general partner
     of Polaris Venture Partners and Polaris Venture Founders' Fund II L.P.

 (7) Represents 297,000 shares held by the Arthur H. Bilger 1996 Family Trust,
     601,122 shares held by ADASE Partners, L.P., 28,830 shares held by AT
     Investors LLC and 6,675 shares issuable upon the exercise of warrants held
     by AT Investors LLC and exercisable within 60 days after June 30, 1999. Mr.
     Bilger, a director of Akamai, is the managing member of the general partner
     of ADASE Partners, L.P. and managing member of AT Investors LLC. Mr. Bilger
     disclaims beneficial ownership of the shares held by the Arthur H. Bilger
     1996 Family Trust, ADASE Partners, L.P. and AT Investors LLC except to the
     extent of his pecuniary interest in those entities. Excludes shares held by
     Baker Communications Fund, L.P., of which Mr. Bilger is a limited partner.

 (8) Represents 4,811,669 shares held by Battery Ventures IV, L.P. and 75,180
     shares held by Battery Investment Partners IV, LLC. Battery Ventures IV,
     L.P. is the managing member of Battery Investment Partners IV, LLC. Todd A.
     Dagres, a director of Akamai, is a general partner of Battery Ventures IV,
     L.P. Mr. Dagres disclaims beneficial ownership of the shares held by
     Battery Ventures IV, L.P. and Battery Investment Partners IV, LLC except to
     the extent of his pecuniary interest in those entities.

 (9) Represents 3,048,813 shares held by Polaris Venture Partners II L.P.,
     72,221 shares held by Polaris Venture Partners Founders' Fund II L.P.,
     65,178 shares issuable upon exercise of warrants held by Polaris Venture
     Partners II L.P. and exercisable within 60 days after June 30, 1999 and
     1,584 shares issuable upon the exercise of warrants held by Polaris Venture
     Partners Founders' Fund II L.P. and exercisable within 60 days after June
     30, 1999. Polaris Venture Management Co. II, L.L.C. is the general partner
     of Polaris Venture Partners II L.P. and Polaris Venture Partners Founders'
     Fund II L.P. Terrance G. McGuire, a director of Akamai, is a general
     partner of Polaris Venture Management Co. II, L.L.C. Mr. McGuire disclaims
     beneficial ownership of the shares held by Polaris Venture Partners II L.P.
     and Polaris Venture Partners Founders' Fund II L.P. except to the extent of
     his pecuniary interest in those entities.

(10) Represents 2,787,732 shares held by Baker Communications Fund, L.P. and
     921,522 shares issuable upon the exercise of options and warrants held by
     Baker Communications Fund, L.P. and exercisable within 60 days after June
     30, 1999. Baker Capital Partners, LLC is general partner of Baker
     Communications Fund, L.P. Edward W. Scott, a director of Akamai, is a
     general partner of Baker Communications Fund, L.P. Mr. Scott disclaims
     beneficial ownership of the shares held by Baker Communications Fund, L.P.
     except to the extent of his pecuniary interest in Baker Communications
     Fund, L.P.

(11) Includes 1,005,621 shares issuable upon the exercise of options and
     warrants exercisable within 60 days after June 30, 1999.

                                       45
<PAGE>   48

                          DESCRIPTION OF CAPITAL STOCK

     After this offering, the authorized capital stock of Akamai will consist of
300,000,000 shares of common stock, $.01 par value per share, and 5,000,000
shares of preferred stock, $.01 par value per share. As of June 30, 1999, there
were outstanding:

     - 37,650,502 shares of common stock held by 63 stockholders of record; and

     - options and warrants to purchase an aggregate of 6,049,738 shares of
       common stock.

     There will be 40,381,850 shares of common stock outstanding upon the
closing of this offering.

     The following summary is not intended to be complete and is qualified by
reference to the provisions of applicable law and to our amended and restated
certificate of incorporation and amended and restated bylaws included as
exhibits to the Registration Statement of which this prospectus is a part. For
more information, see "Where You Can Find More Information" on page 52.

COMMON STOCK

     Holders of our common stock are entitled to one vote for each share held on
matters submitted to a vote of stockholders. Holders of our common stock do not
have cumulative voting rights. Accordingly, holders of a majority of the shares
of common stock entitled to vote in any election of directors may elect all of
the directors standing for election. Holders of common stock are entitled to
receive their proportionate share of any dividends declared by the Board of
Directors, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation, dissolution or winding up of Akamai, the holders of
common stock are entitled to receive ratably the net assets of Akamai available
after the payment of all debts and other liabilities and subject to the
preferential rights of any outstanding preferred stock. The common stock has no
preemptive, subscription, redemption or conversion rights. All outstanding
shares of common stock are fully paid and nonassessable. The rights, preferences
and privileges of the common stock are subject to the rights of the holders of
shares of any series of preferred stock which Akamai may designate and issue in
the future.

PREFERRED STOCK

     Our Board of Directors will be authorized to issue shares of preferred
stock in one or more series without stockholder approval. The Board will have
discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences of each series of preferred stock.

     The purpose of authorizing the Board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The Board's ability to issue preferred
stock will provide desirable flexibility in connection with possible
acquisitions and other corporate purposes and could make it more difficult for a
third party to acquire, or could discourage a third party from acquiring, a
majority of our outstanding voting stock. The issuance of preferred stock with
voting and conversion rights may adversely affect the voting power of the
holders of common stock. We have no present plans to issue any shares of
preferred stock.

DELAWARE LAW AND OUR CHARTER AND BY-LAW PROVISIONS; ANTI-TAKEOVER EFFECTS

     Akamai is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for three years after the date of the transaction in which the
person became an interested stockholder, unless the business combination is
approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years did own, 15% or more
of the corporation's voting stock.

                                       46
<PAGE>   49

     Akamai's certificate of incorporation and by-laws to be effective on the
closing of this offering provide:

     - That the Board of Directors be divided into three classes, as nearly
       equal in size as possible, with no class having more than one director
       more than any other class, with staggered three-year terms;

     - That directors may be removed only for cause by the vote of the holders
       of at least 66% of the shares of our capital stock entitled to vote; and

     - That any vacancy on the Board of Directors, however occurring, including
       a vacancy resulting from an enlargement of the Board, may only be filled
       by vote of a majority of the directors then in office.

     The classification of the Board of Directors and the limitations on the
removal of directors and filling of vacancies could make it more difficult for a
third party to acquire, or discourage a third party from acquiring, Akamai.

     The certificate of incorporation and by-laws to be effective on the closing
of this offering also provide that, after the closing of this offering:

     - Any action required or permitted to be taken by the stockholders at an
       annual meeting or special meeting of stockholders may only be taken if it
       is properly brought before such meeting and may not be taken by written
       action in lieu of a meeting; and

     - Special meetings of the stockholders may only be called by the Chairman
       of the Board of Directors, the President, or by the Board of Directors.
       Our by-laws will also provide that, in order for any matter to be
       considered "properly brought" before a meeting, a stockholder must comply
       with requirements regarding advance notice to us.

     These provisions could delay until the next stockholders' meeting
stockholder actions which are favored by the holders of a majority of our
outstanding voting securities. These provisions may also discourage another
person or entity from making a tender offer for our common stock, because such
person or entity, even if it acquired a majority of our outstanding voting
securities, would be able to take action as a stockholder only at a duly called
stockholders meeting, and not by written consent.

     Delaware law provides that the vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's certificate of
incorporation or by-laws, unless a corporation's certificate of incorporation or
by-laws, as the case may be, requires a greater percentage. Our certificate of
incorporation requires the vote of the holders of at least 75% of the shares of
our capital stock entitled to vote to amend or repeal any of the foregoing
provisions of our certificate of incorporation. Generally, our by-laws may be
amended or repealed by a majority vote of the Board of Directors or the holders
of a majority of the shares of our capital stock issued and outstanding and
entitled to vote. Changes to our by-laws regarding special meetings of
stockholders, written actions of stockholders in lieu of a meeting, and the
election, removal and classification of members of the Board of Directors
require the vote of the holders of at least 75% of the shares of our capital
stock entitled to vote. The stockholder vote would be in addition to any
separate class vote that might in the future be required pursuant to the terms
of any series preferred stock that might be then outstanding.

LIMITATION OF LIABILITY AND INDEMNIFICATION

     Our certificate of incorporation provides that our directors and officers
shall be indemnified by us except to the extent prohibited by Delaware law. This
indemnification covers all expenses and liabilities reasonably incurred in
connection with their services for or on behalf of us. In addition, our
certificate of incorporation provides that our directors will not be personally
liable for monetary damages to us or to our stockholders for breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to us or
our stockholders, acted in bad faith, knowingly or intentionally violated the
law, authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is BankBoston, N.A.

                                       47
<PAGE>   50

                        SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this offering, based on the number of shares outstanding
at June 30, 1999, we will have           shares of common stock outstanding,
assuming no exercise of outstanding options. Of these shares, the shares to be
sold in this offering will be freely tradable without restriction or further
registration under the Securities Act, except that any shares purchased by our
affiliates, as that term is defined in Rule 144 under the Securities Act, may
generally only be sold in compliance with the limitations of Rule 144 described
below. The remaining                shares of common stock are "restricted
securities" under Rule 144. Generally, restricted securities that have been
owned for at least two years may be sold immediately after the completion of
this offering and restricted securities that have been owned for at least one
year may be sold 90 days after the completion of this offering.

SALES OF RESTRICTED SHARES

     In general, under Rule 144, stockholders, including our affiliates, who
have beneficially owned shares for at least one year are entitled to sell,
within any three-month period, a number of these shares that does not exceed the
greater of one percent of the then outstanding shares of common stock and the
average weekly trading volume in the common stock in the over-the-counter market
during the four calendar weeks preceding the date on which notice of such sale
is filed, provided requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, our affiliates
must comply with the restrictions and requirements of Rule 144, other than the
one-year holding period requirement, in order to sell shares of common stock
which are not restricted securities.

     Under Rule 144(k), a stockholder who is not an affiliate and has not been
an affiliate for at least three months prior to the sale and who has
beneficially owned shares for at least two years may sell these shares without
compliance with the foregoing requirements. In meeting the holding periods
described above, a stockholder can include the holding periods of a prior owner
who was not an affiliate. The holding periods described above do not begin until
the stockholder pays the full purchase price or other consideration. Rule 701
provides that currently outstanding shares of common stock acquired under our
employee compensation plans may be sold beginning 90 days after the date of this
prospectus by stockholder other than affiliates subject only to the manner of
sale provisions of Rule 144 and by affiliates under Rule 144 without compliance
with its one-year holding period requirement.

STOCK OPTIONS

     At June 30, 1999, approximately                shares of common stock were
issuable pursuant to vested options granted under our 1998 Stock Incentive Plan,
of which approximately                shares are subject to lock-up agreements
with the underwriters.

     We intend to file a registration statement on Form S-8 under the Securities
Act within 180 days after the date of this prospectus, to register up to
               shares of common stock issuable under our 1998 Stock Incentive
Plan, including the 4,558,000 shares of common stock subject to outstanding
options as of June 30, 1999. We expect this registration statement to become
effective upon filing.

LOCK-UP AGREEMENTS

     Akamai and our executive officers, directors and other securityholders have
entered into lock-up agreements with the underwriters. Without the prior written
consent of Morgan Stanley & Co. Incorporated, none of us will, during the period
ending 180 days after the date of this prospectus, (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of common
stock or any securities convertible into or exchangeable for common stock, or
(2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the common stock,
regardless of whether any such transactions described in clause (1) or (2) of
this paragraph is to be settled by delivery of such common stock or such other
securities, in cash or otherwise. In addition, for a period of 180 days from the
date of this prospectus, except as required by law, we have
                                       48
<PAGE>   51

agreed not to consent to any offer for sale, sale or other disposition, or any
transaction which is designed or could be expected, to result in, the
disposition by any person, directly or indirectly, of any shares of common stock
without the prior written consent of Morgan Stanley & Co. Incorporated except
that we may, without consent, grant options and sell shares pursuant to our
stock plans.

REGISTRATION RIGHTS

     After this offering, the holders of approximately 34,810,846 shares of
common stock and the holders of warrants to purchase approximately 1,037,550
shares of common stock will be entitled to rights with respect to the
registration of these shares under the Securities Act. If we propose to register
any of our securities under the Securities Act, either for our own account or
for the account of other security holders exercising registration rights, these
holders are entitled to notice of such registration and are entitled to include
shares of common stock. Additionally, they are entitled to demand registration
rights pursuant to which they may require us on up to five occasions to file a
registration statement under the Securities Act at our expense. We are required
to use our best efforts to effect any such registration. These registration
rights are subject to the right of the underwriters of an offering to limit the
number of shares included in such registration and our right not to effect a
requested registration within 180 days following an offering of our securities
pursuant to a registration statement in connection with an underwritten public
offering, including this offering. Further, holders may require us to file
registration statements on Form S-3 at our expense. These registration rights
are subject to our right not to effect, no more than once during any 12-month
period, a requested registration if the registration would interfere with an
unforeseen securities or business transaction.

                                       49
<PAGE>   52

                                  UNDERWRITERS

     Under the terms and subject to the conditions contained in the underwriting
agreement dated the date hereof, the underwriters named below, for whom Morgan
Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation,
Salomon Smith Barney Inc. and Thomas Weisel Partners LLC are acting as
representatives, have severally agreed to purchase, and we have agreed to sell
to them, the respective number of shares of common stock set forth opposite the
names of the underwriters below:

<TABLE>
<CAPTION>
                                                              NUMBER OF
NAME                                                           SHARES
----                                                          ---------
<S>                                                           <C>
Morgan Stanley & Co. Incorporated...........................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Salomon Smith Barney Inc....................................
Thomas Weisel Partners LLC..................................
                                                              ---------
          Total.............................................
                                                              =========
</TABLE>

     The underwriters are offering the shares subject to their acceptance of the
shares from us and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to pay for and accept delivery
of the shares of common stock offered in this offering are subject to the
approval of legal matters by their counsel and to other conditions. The
underwriters are obligated to take and pay for all of the shares of common stock
offered in this offering, other than those covered by the over-allotment option
described below, if any such shares are taken.

     The underwriters initially propose to offer part of the shares of common
stock directly to the public at the initial public offering price set forth on
the cover page of this prospectus and part to dealers at a price that represents
a concession not in excess of $          per share under the initial public
offering price. Any underwriters may allow, and the dealers may reallow, a
concession not in excess of $          per share to other underwriters or to
other dealers. After the initial offering of the shares of common stock, the
offering price and other selling terms may from time to time be varied by the
representatives of the underwriters.

     We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the initial public offering price set forth
on the cover page hereof, less underwriting discounts and commissions. The
underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with this offering of common stock.
To the extent this over-allotment option is exercised, each underwriter will
become obligated, subject to other conditions, to purchase approximately the
same percentage of additional shares of common stock as the number set forth
next to such underwriter's name in the preceding table bears to the total number
of shares of common stock set forth next to the names of all underwriters in the
preceding table.

     The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them.

     At our request, the underwriters have reserved for sale up to   percent of
the shares of common stock to be issued by us and offered in this offering for
sale, at the price per share in this offering, to directors, officers,
employees, business associates and related persons of Akamai. The underwriters
have also reserved for sale, at the initial public offering price, up to
               shares of common stock offered in this offering for Baker
Communications Fund, L.P., one of our stockholders. The number of shares of
common stock available for sale to the general public will be reduced to the
extent such individuals or entities purchase such reserved shares. Any reserved
shares which are not so purchased will be offered by the underwriters to the
general public on the same basis as the other shares of common stock offered by
the Prospectus for this offering.

     We have filed an application for our common stock to be quoted on the
Nasdaq National Market under the symbol "AKAM."

                                       50
<PAGE>   53

     Akamai, our directors and executive officers and substantially all other
stockholders are expected to agree that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, during the
period ending 180 days after the date of this prospectus, he, she or it will
not, directly or indirectly:

     - Offer, pledge, sell, contract to sell, sell any option or contract to
       purchase, purchase any option or contract to sell, grant any option,
       right or warrant to purchase, lend or otherwise transfer or dispose of,
       directly or indirectly, any shares of common stock or any securities
       convertible into or exercisable or exchangeable for common stock; or

     - Enter into any swap or other arrangement that transfers to another, in
       whole or in part, any of the economic consequences of ownership of common
       stock,

whether any such transaction described above is to be settled by delivery of
common stock or such other securities, in cash or otherwise.

     In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the common stock, the underwriters may bid for, and purchase, shares of
common stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
common stock in the offering if the syndicate repurchases previously distributed
shares of common stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the common stock above independent market
levels. The underwriters are not required to engage in these activities and may
end any of these activities at any time.

     We and the underwriters have agreed to indemnify each other against
liabilities in connection with this offering, including liabilities under the
Securities Act.

     Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners has been named as a lead or co-manager on 56 filed
public offerings of equity securities, of which 31 have been completed, and has
acted as a syndicate member in an additional 27 public offerings of equity
securities. Thomas Weisel Partners does not have any material relationship with
us or any of our officers, directors or other controlling persons, except with
respect to its contractual relationship with us pursuant to the underwriting
agreement entered into in connection with this offering.

PRICING OF THE OFFERING

     Prior to this offering, there has been no public market for the shares of
common stock. Consequently, the public offering price for the shares of common
stock will be determined by negotiations between Akamai and the representatives
of the underwriters. Among the factors to be considered in determining the
public offering price will be:

     - Our record of operations, our current financial position and future
       prospects;

     - The experience of our management;

     - Sales, earnings and other financial and operating information in recent
       periods; and

     - The price-earnings ratios, price-sales ratios, market prices of
       securities and financial and operating information of companies engaged
       in activities similar to ours.

     The estimated public offering price range set forth on the cover page of
this preliminary prospectus is subject to change as a result of market
conditions and other factors.

                                       51
<PAGE>   54

                                 LEGAL MATTERS

     The validity of the shares of common stock we are offering will be passed
upon for us by Hale and Dorr LLP, Boston, Massachusetts. Legal matters in
connection with this offering will be passed upon for the underwriters by Ropes
& Gray, Boston, Massachusetts.

                                    EXPERTS

     The financial statements as of December 31, 1998 and June 30, 1999 and for
the period from inception (August 20, 1998) to December 31, 1998 and the
six-month period ended June 30, 1999 included in this prospectus have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
we propose to sell in this offering. This prospectus, which constitutes part of
the registration statement, does not contain all of the information set forth in
the registration statement. For further information about us and the common
stock we propose to sell in this offering, we refer you to the registration
statement and the exhibits and schedules filed as a part of the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document filed as an exhibit to the registration statement are
not necessarily complete. If a contract or document has been filed as an exhibit
to the registration statement, we refer you to the copy of the contract or
document that we have filed. You may inspect the registration statement,
including exhibits, without charge at the principal office of the Securities and
Exchange Commission in Washington, D.C. You may inspect and copy the same at the
public reference facilities maintained by the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549,
and at the Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You can also obtain copies of this
material at prescribed rates by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
Securities and Exchange Commission maintains a website at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission.

                                       52
<PAGE>   55

                           AKAMAI TECHNOLOGIES, INC.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Financial Statements:
  Report of Independent Accountants.........................  F-2
  Balance Sheets............................................  F-3
  Statements of Operations..................................  F-4
  Statements of Convertible Preferred Stock and
     Stockholders' Deficit..................................  F-5
  Statements of Cash Flows..................................  F-6
  Notes to Financial Statements.............................  F-7
</TABLE>

                                       F-1
<PAGE>   56

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Akamai Technologies, Inc.:

     In our opinion, the accompanying balance sheets and the related statements
of operations, cash flows and convertible preferred stock and stockholders'
deficit present fairly, in all material respects, the financial position of
Akamai Technologies, Inc. as of December 31, 1998 and June 30, 1999, and the
results of its operations and its cash flows for the period from inception
(August 20, 1998) to December 31, 1998 and for the six-month period ended June
30, 1999, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 10, 1999

                                       F-2
<PAGE>   57

                           AKAMAI TECHNOLOGIES, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             PRO FORMA
                                                              DECEMBER 31,     JUNE 30,       JUNE 30,
                                                                  1998           1999           1999
                                                              ------------   ------------   ------------
                                                                                            (UNAUDITED)
<S>                                                           <C>            <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 6,579,909    $ 44,829,375   $ 44,829,375
  Short-term investments....................................      224,880         224,880        224,880
  Accounts receivable.......................................           --         394,819        394,819
  Prepaid expenses and other current assets.................       56,589         415,626        415,626
                                                              -----------    ------------   ------------
         Total current assets...............................    6,861,378      45,864,700     45,864,700
Property and equipment, net (Note 4)........................    1,522,980       6,274,556      6,274,556
Other assets................................................           --          29,077         29,077
Intangible assets, net......................................      481,282         458,646        458,646
                                                              -----------    ------------   ------------
         Total assets.......................................  $ 8,865,640    $ 52,626,979   $ 52,626,979
                                                              ===========    ============   ============
          LIABILITIES, CONVERTIBLE PREFERRED STOCK
             AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable and accrued expenses.....................  $   665,483    $  2,967,937   $  2,967,937
  Accrued payroll and benefits..............................       27,514         502,809        502,809
  Accrued interest..........................................           --         341,610        341,610
  Current portion of obligations under capital lease and
    equipment loan..........................................       12,350         450,685        450,685
                                                              -----------    ------------   ------------
         Total current liabilities..........................      705,347       4,263,041      4,263,041
Obligations under capital leases and equipment loan, net of
  current portion...........................................       24,859         905,502        905,502
Senior subordinated notes (Note 5)..........................           --      11,222,738     11,222,738
                                                              -----------    ------------   ------------
         Total long-term liabilities........................       24,859      12,128,240     12,128,240
                                                              -----------    ------------   ------------
         Total liabilities..................................      730,206      16,391,281     16,391,281
Series A convertible preferred stock; $0.01 par value;
  1,100,000 shares authorized, 1,100,000 issued and
  outstanding at December 31, 1998 and June 30, 1999,
  respectively, no shares issued and outstanding pro forma
  June 30, 1999 (liquidation preference $8,360,000 at June
  30, 1999).................................................    8,283,758       8,290,958             --
Series B convertible preferred stock; $0.01 par value;
  1,327,500 shares authorized, 1,327,500 issued and
  outstanding at June 30, 1999, no shares issued and
  outstanding pro forma June 30, 1999 (liquidation
  preference $20,263,130 at June 30, 1999)..................           --      20,138,130             --
Series C convertible preferred stock; $0.01 par value;
  145,195 shares authorized, none issued and outstanding at
  June 30, 1999, no shares issued and outstanding pro forma
  June 30, 1999.............................................           --              --             --
Series D convertible preferred stock; $0.01 par value;
  685,194 shares authorized, 685,194 issued and outstanding
  at June 30, 1999, no shares issued and outstanding pro
  forma June 30, 1999 (liquidation preference $12,524,657 at
  June 30, 1999)............................................           --      12,499,657             --
                                                              -----------    ------------   ------------
         Total convertible preferred stock (Note 7).........    8,283,758      40,928,745             --
Commitments and contingencies (Note 6)
Stockholders' equity (deficit) (Note 8):
  Common stock, $0.01 par value; 300,000,000 shares
    authorized; 17,282,655 issued and outstanding at
    December 31, 1998; 21,542,655 issued and outstanding at
    June 30, 1999, 37,650,502 shares issued and outstanding
    pro forma at June 30, 1999..............................      172,827         215,427        376,505
  Additional paid-in capital................................    2,075,314      16,247,266     57,014,933
  Notes receivable from officers for stock..................           --      (2,480,000)    (2,480,000)
  Deferred compensation.....................................   (1,505,975)     (8,002,463)    (8,002,463)
  Accumulated deficit.......................................     (890,490)    (10,673,277)   (10,673,277)
                                                              -----------    ------------   ------------
         Total stockholders' equity (deficit)...............     (148,324)     (4,693,047)    36,235,698
                                                              -----------    ------------   ------------
         Total liabilities and stockholders' equity
           (deficit)........................................  $ 8,865,640    $ 52,626,979   $ 52,626,979
                                                              ===========    ============   ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>   58

                           AKAMAI TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 PERIOD FROM
                                                                  INCEPTION
                                                              (AUGUST 20, 1998)      SIX-MONTH
                                                                   THROUGH         PERIOD ENDED
                                                              DECEMBER 31, 1998    JUNE 30, 1999
                                                              -----------------    -------------
<S>                                                           <C>                  <C>
Revenue.....................................................     $ --              $    403,949
Operating expenses:
  Cost of service...........................................         30,623           1,408,119
  Engineering and development...............................        228,553           2,053,446
  Sales, general and administrative.........................        435,283           5,242,547
  Equity related compensation...............................        205,617           1,338,608
                                                                 ----------        ------------
          Total operating expenses..........................        900,076          10,042,720
                                                                 ----------        ------------
Operating loss..............................................       (900,076)         (9,638,771)
Interest income (expense), net..............................          9,586            (144,016)
                                                                 ----------        ------------
Net loss....................................................       (890,490)         (9,782,787)
Dividends and accretion to preferred stock redemption
  value.....................................................       --                   294,872
                                                                 ----------        ------------
Net loss attributable to common stockholders................     $ (890,490)       $(10,077,659)
                                                                 ==========        ============
Basic and diluted net loss per share........................     $    (0.12)       $      (1.07)
Weighted average common shares outstanding..................      7,507,434           9,445,718
Pro forma basic and diluted net loss per share
  (unaudited)...............................................     $    (0.09)       $      (0.46)
Pro forma weighted average common shares outstanding
  (unaudited)...............................................      9,631,078          21,206,743
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>   59

                           AKAMAI TECHNOLOGIES, INC.

      STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
      FOR THE PERIOD FROM INCEPTION (AUGUST 20, 1998) TO DECEMBER 31, 1998
                  AND THE SIX-MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
                          SERIES A CONVERTIBLE     SERIES B CONVERTIBLE     SERIES D CONVERTIBLE
                            PREFERRED STOCK           PREFERRED STOCK          PREFERRED STOCK           COMMON STOCK
                         ----------------------   -----------------------   ---------------------   -----------------------
                          SHARES       AMOUNT      SHARES       AMOUNT      SHARES      AMOUNT        SHARES       AMOUNT
                         ---------   ----------   ---------   -----------   -------   -----------   ----------   ----------
<S>                      <C>         <C>          <C>         <C>           <C>       <C>           <C>          <C>
Issuance of common
  stock to founders....                                                                             14,823,000   $  148,230
Issuance of common
  stock for technology
  license..............                                                                                341,055        3,410
Sales of restricted
  common stock.........                                                                              2,118,600       21,187
Sale of Series A
  convertible preferred
  stock................  1,100,000   $8,283,758
Amortization of
  deferred
  compensation.........
Net loss...............
                         ---------   ----------                                                     ----------   ----------
Balance at December 31,
  1998.................  1,100,000    8,283,758                                                     17,282,655      172,827
Sale of restricted
  common stock.........                                                                                990,000        9,900
Sale of restricted
  common stock in
  exchange for notes...                                                                              3,270,000       32,700
Sale of Series B
  convertible preferred
  stock................                           1,327,500   $19,875,115
Sale of Series D
  convertible preferred
  stock................                                                     685,194   $12,475,000
Dividends and accretion
  to preferred stock
  redemption value.....                   7,200                   263,015                  24,657
Issuance of warrants...
Deferred compensation
  related to grant of
  stock options........
Amortization of
  deferred
  compensation.........
Net loss...............
                         ---------   ----------   ---------   -----------   -------   -----------   ----------   ----------
Balance at June 30,
  1999.................  1,100,000   $8,290,958   1,327,500   $20,138,130   685,194   $12,499,657   21,542,655   $  215,427
                         =========   ==========   =========   ===========   =======   ===========   ==========   ==========

<CAPTION>

                         ADDITIONAL
                           PAID-IN       DEFERRED        NOTES      ACCUMULATED    SHAREHOLDERS'
                           CAPITAL     COMPENSATION   RECEIVABLE      DEFICIT         DEFICIT
                         -----------   ------------   -----------   ------------   -------------
<S>                      <C>           <C>            <C>           <C>            <C>
Issuance of common
  stock to founders....  $    53,970                                                $   202,200
Issuance of common
  stock for technology
  license..............      284,590                                                    288,000
Sales of restricted
  common stock.........    1,736,754   $(1,711,591)                                      46,350
Sale of Series A
  convertible preferred
  stock................
Amortization of
  deferred
  compensation.........                    205,616                                      205,616
Net loss...............                                             $  (890,490)       (890,490)
                         -----------   -----------                  ------------    -----------
Balance at December 31,
  1998.................    2,075,314    (1,505,975)                    (890,490)       (148,324)
Sale of restricted
  common stock.........      905,100      (622,500)                                     292,500
Sale of restricted
  common stock in
  exchange for notes...    3,981,290    (1,533,990)   $(2,480,000)                           --
Sale of Series B
  convertible preferred
  stock................
Sale of Series D
  convertible preferred
  stock................
Dividends and accretion
  to preferred stock
  redemption value.....     (294,872)                                                  (294,872)
Issuance of warrants...    3,901,828                                                  3,901,828
Deferred compensation
  related to grant of
  stock options........    5,678,606    (5,678,606)                                          --
Amortization of
  deferred
  compensation.........                  1,338,608                                    1,338,608
Net loss...............                                              (9,782,787)     (9,782,787)
                         -----------   -----------    -----------   ------------    -----------
Balance at June 30,
  1999.................  $16,247,266   $(8,002,463)   $(2,480,000)  $(10,673,277)   $(4,693,047)
                         ===========   ===========    ===========   ============    ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>   60

                           AKAMAI TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                            PERIOD FROM INCEPTION
                                                              (AUGUST 20, 1998)      SIX-MONTH PERIOD
                                                            THROUGH DECEMBER 31,      ENDED JUNE 30,
                                                                    1998                   1999
                                                            ---------------------    ----------------
<S>                                                         <C>                      <C>
Cash flows from operating activities:
  Net loss................................................       $  (890,490)          $(9,782,787)
  Adjustments to reconcile net loss to net cash from
     operating activities:
     Depreciation and amortization........................            50,069               570,923
     Amortization of discount on senior subordinated notes
       and equipment loan.................................                --               133,440
     Amortization of deferred compensation................           205,617             1,338,608
     Loss on disposal of fixed asset......................                --                22,353
     Changes in operating assets and liabilities:
       Accounts receivable................................                --              (394,819)
       Prepaid expenses and other assets..................           (56,588)             (388,114)
       Accounts payable and accrued expenses..............           692,997             3,119,359
                                                                 -----------           -----------
Net cash provided by (used in) operating activities.......             1,605            (5,381,037)
                                                                 -----------           -----------
Cash flows from investing activities:
  Purchases of property and equipment.....................        (1,522,981)           (5,307,821)
  Purchases of short-term investments.....................          (224,880)                   --
                                                                 -----------           -----------
Net cash used in investing activities.....................        (1,747,861)           (5,307,821)
                                                                 -----------           -----------
Cash flows from financing activities:
  Payments on capital lease obligations...................            (3,943)               (7,124)
  Proceeds from equipment financing loan..................                --             1,500,000
  Payment on equipment financing loan.....................                --              (167,167)
  Proceeds from the issuance of senior subordinated notes,
     net..................................................                --            14,970,000
  Proceeds from issuance of Series A convertible preferred
     stock, net...........................................         8,283,758                    --
  Proceeds from issuance of Series B convertible preferred
     stock, net...........................................                --            19,875,115
  Proceeds from issuance of Series D convertible preferred
     stock, net...........................................                --            12,475,000
  Proceeds from issuance of restricted common stock.......            46,350               292,500
                                                                 -----------           -----------
Net cash provided by financing activities.................         8,326,165            48,938,324
                                                                 -----------           -----------
Net increase in cash and equivalents......................         6,579,909            38,249,466
Cash and cash equivalents, beginning of the period........                --             6,579,909
                                                                 -----------           -----------
Cash and cash equivalents, end of the period..............       $ 6,579,909           $44,829,375
                                                                 ===========           ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-6
<PAGE>   61

                           AKAMAI TECHNOLOGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS:

     Akamai Technologies, Inc. ("Akamai" or the "Company") provides a global
Internet content delivery service that improves Web site speed and reliability
and protects against Web site crashes due to demand overloads. The Company's
FreeFlow service, which is sold to Global 2000 and Internet-centric businesses,
delivers customers' web content through a worldwide server network by locating
the content geographically closer to their users.

     The Company has experienced substantial net losses since its inception and,
as of June 30, 1999, had an accumulated deficit of $10,673,277. Such losses and
accumulated deficit resulted from the Company's lack of substantial revenue and
costs incurred in the development of the Company's service and in the
establishment of the Company's network. For the foreseeable future, the Company
expects to continue to experience significant growth in its operating expenses
in order to execute its current business plan, particularly engineering and
development and sales, general and administrative expenses.

     The Company has a single operating segment, Internet content delivery
service. The Company has no organizational structure dictated by product lines,
geography or customer type. All revenue earned to date have been generated from
U.S. based customers.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

  CASH AND CASH EQUIVALENTS

     Cash equivalents consist of cash held in bank deposit accounts and
short-term investments with remaining maturities of three months or less at the
date of purchase.

  PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed on a straight-line basis over estimated useful lives of
three to five years. Leasehold improvements are depreciated over the shorter of
related lease terms or the estimated useful lives. Property and equipment
acquired under capital lease is depreciated over the shorter of related lease
terms or the useful life of the asset. Upon retirement or sale, the costs of the
assets disposed and the related accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in the determination of
income. Repairs and maintenance costs are expensed as incurred.

  INTANGIBLE ASSETS

     Intangible assets consist primarily of the cost of acquired license rights
to content delivery technology. Intangible assets are amortized using the
straight-line method over ten years, based on the estimated useful life. The
carrying value of the intangible assets is reviewed on a quarterly basis for the
existence of facts or circumstances both internally and externally that may
suggest impairment. To date, no such impairment has occurred. The Company
determines whether an impairment has occurred based on gross expected future
cash flows and measures the amount of the impairment based on the related future
estimated discounted cash flows. The cash flow estimates used to determine the
impairment, if any, contain management's best estimates, using appropriate and
customary assumptions and projections at that time.

  REVENUE RECOGNITION

     The Company derives revenue from the sale of its FreeFlow service under
contracts with terms typically ranging from three to 12 months. The Company
recognizes revenue based on fees for the amount of Internet content delivered
through the Company's service. These contracts also provide for minimum monthly
fees. Revenue may also be derived from one-time implementation fees which are
recognized ratably over the period of the related contracts.

                                       F-7
<PAGE>   62
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

  COSTS OF SERVICE

     Cost of service consists of depreciation of network equipment used in
providing the Company's FreeFlow service, fees paid to network providers for
bandwidth and monthly fees for housing the Company's servers in third-party
network data centers. The Company enters into contracts for bandwidth with
third-party network providers with terms typically ranging from six months to
three years. These contracts commit the Company to minimum monthly fees plus
additional fees for bandwidth usage above the contracted level. Under the
Company's FreeFlow ISP program, the Company provides FreeFlow servers without
charge to smaller Internet service providers which, in turn, provide the Company
with rack space for the Company's servers and bandwidth to deliver content. The
Company does not recognize as revenue any value to the Internet service
providers associated with the use of the Company's servers and does not expense
the value of the rack space and bandwidth received.

  STOCK-BASED COMPENSATION

     The Company accounts for stock-based awards to employees using the
intrinsic value method as prescribed by Accounting Principles Board ("APB") No.
25, "Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, no compensation expense is recorded for options issued to employees
in fixed amounts and with fixed exercise prices at least equal to the fair
market value of the Company's common stock at the date of grant. The Company has
adopted the provisions of Statement of Financial Accounting Standard ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," through disclosure only
(Note 9). All stock-based awards to nonemployees are accounted for at their fair
value in accordance with SFAS No. 123.

  ENGINEERING AND DEVELOPMENT COSTS

     Engineering and development costs consist primarily of salaries and related
personnel costs for the design, deployment, testing and enhancement of the
Company's service and the Company's network.

     Costs incurred in the engineering and development of the Company's service
are expensed as incurred, except for certain software development costs. Costs
associated with the development of computer software are expensed prior to the
establishment of technological feasibility (as defined by Statement of Financial
Accounting Standards ("SFAS") No. 86, "Accounting for the costs of Computer
Software to be Sold, Leased, or Otherwise Marketed") and capitalized thereafter.
The Company also has adopted Statement of Position ("SOP") 98-1, which requires
computer software costs associated with internal use software to be charged to
operations as incurred until certain capitalization criteria are met. Costs
eligible for capitalization under SFAS No. 86 and SOP 98-1 have been
insignificant to date.

  USE OF ESTIMATES

     The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates
in these financial statements include valuation of deferred tax assets and
useful lives of depreciable assets.

  CONCENTRATIONS OF CREDIT RISK

     Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
accounts receivable. At December 31, 1998 and June 30, 1999, the Company had
cash balances at certain financial institutions in excess of federally insured
limits. However, the

                                       F-8
<PAGE>   63
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Company does not believe that it is subject to unusual credit risk beyond the
normal credit risk associated with commercial banking relationships. As of June
30, 1999, two customers accounted for 77% and 15% of accounts receivable. These
customers also accounted for 75% and 14% of total revenue for the six-month
period ended June 30, 1999.

  INCOME TAXES

     Deferred taxes are determined based on the difference between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. Valuation
allowances are provided if, based upon the weight of available evidence, it is
more likely than not some or all of the deferred tax assets will not be
realized.

  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of the Company's financial instruments, which include
cash equivalents, accounts receivable, notes receivable, accounts payable,
accrued expenses and notes payable approximate their fair values at June 30,
1999.

  OTHER COMPREHENSIVE INCOME

     The Company has adopted SFAS No. 130 "Reporting Comprehensive Income,"
which established standards for reporting and displaying comprehensive income
and its components in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive loss is equal to net
loss, for the period from inception (August 20, 1998) to December 31, 1998 and
for the six-month period ended June 30, 1999.

  RECENT ACCOUNTING PRONOUNCEMENT

     In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments and hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Company, to date, has
not engaged in derivative and hedging activities, and accordingly does not
believe that the adoption of SFAS No. 133 will have a material impact on the
financial reporting and related disclosures of the Company. The Company will
adopt SFAS No. 133 as required by SFAS No. 137, "Deferral of the Effective Date
of the FASB Statement No. 133," in fiscal year 2001.

  PRO FORMA BALANCE SHEET (UNAUDITED)

     Upon the closing of the Company's initial public offering, all of the
outstanding shares of convertible preferred stock as of June 30, 1999 will
automatically convert into approximately 16,107,847 shares of common stock. The
unaudited pro forma presentation of the balance sheet has been prepared assuming
the conversion of all shares of convertible preferred stock into common stock at
June 30, 1999. All references to pro forma information in the notes to the
financial statements are unaudited.

3.  NET LOSS PER SHARE AND PRO FORMA NET LOSS PER SHARE:

     Basic net loss per share is computed using the weighted average number of
common shares outstanding during the period. Dilutive net loss per share is
computed using the weighted average number of common shares outstanding during
the period, plus the dilutive effect of common stock equivalents. Common stock
equivalent shares consist of convertible preferred stock, unvested restricted
common stock, stock options and warrants. During the period from inception
(August 20, 1998) to December 31, 1998 and the six-month

                                       F-9
<PAGE>   64
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

period ended June 30, 1999, options to purchase 643,500 and 4,558,000 shares of
common stock, respectively, unvested restricted common stock of 9,024,552 and
9,975,402, respectively, preferred stock convertible into 9,900,000 and
16,107,847 shares of common stock, respectively, and warrants to purchase none
and 1,037,550 shares of common stock, respectively, were excluded from the
calculation of earnings per share since their inclusion would be antidilutive.
Pro forma basic and diluted net loss per share have been calculated assuming the
conversion of all outstanding shares of preferred stock into common stock, as if
the shares had converted immediately upon their issuance. Accordingly, net loss
has not been adjusted for the accrued dividends for preferred stock in the
calculation of pro forma loss per share.

     The following is a calculation of pro forma net loss per share (unaudited):

<TABLE>
<CAPTION>
                                                                PERIOD
                                                            FROM INCEPTION        SIX-MONTH
                                                         (AUGUST 20, 1998) TO   PERIOD ENDED
                                                          DECEMBER 31, 1998     JUNE 30, 1999
                                                         --------------------   -------------
<S>                                                      <C>                    <C>
Basic and diluted:
  Net loss.............................................      $ (890,490)         $(9,782,787)
Weighted average number of common shares...............        7,507,434           9,445,718
Weighted average assumed number of common shares upon
  conversion of preferred stock........................        2,123,644          11,761,025
                                                             -----------         -----------
Total weighted average number of shares used in
  computing pro forma net loss per share...............        9,631,078          21,206,743
                                                             ===========         ===========
Basic and diluted pro forma net loss per common
  share................................................      $    (0.09)         $     (0.46)
</TABLE>

4.  PROPERTY AND EQUIPMENT:

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                                ESTIMATED
                                                 DECEMBER 31,     JUNE 30,       USEFUL
                                                     1998           1999          LIVES
                                                 ------------    ----------    -----------
<S>                                              <C>             <C>           <C>
Computer and networking equipment..............   $1,384,582     $5,822,526       3 years
Purchased software.............................           --        160,391       3 years
Furniture and fixtures.........................      104,942        280,752       5 years
Office equipment...............................       44,608        225,065       3 years
Leasehold improvements.........................       30,000        370,052       5 years
                                                  ----------     ----------
                                                   1,564,132      6,858,786
Accumulated depreciation and amortization......      (41,152)      (584,230)
                                                  ----------     ----------
Property and equipment, net....................   $1,522,980     $6,274,556
                                                  ==========     ==========
</TABLE>

     Depreciation and amortization expense on property and equipment for the
period from inception (August 20, 1998) to December 31, 1998 and the six-month
period ended June 30, 1999 was $41,152 and $548,287, respectively.

     Equipment under capital leases at:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    JUNE 30,    DEPRECIABLE
                                                       1998          1999         LIVES
                                                   ------------    --------    -----------
<S>                                                <C>             <C>         <C>
Office equipment.................................    $40,056       $ 54,451      3 years
Accumulated amortization.........................     (1,873)       (10,509)
                                                     -------       --------
Capital leases, net..............................    $38,183       $ 43,942
                                                     =======       ========
</TABLE>

                                      F-10
<PAGE>   65
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5.  SENIOR SUBORDINATED NOTES:

     During April 1999, Akamai entered into note and warrant purchase agreements
with private investors. Under the agreements, Akamai issued 15% subordinated
demand notes payable in the aggregate amount of $15,000,000 due in May 2004. In
connection with the notes, the Company also issued warrants to purchase an
aggregate of 1,001,418 shares of common stock at $4.99 per share in exchange for
cash. These warrants expire in May 2004. The fair value of the warrants at the
time of issuance was estimated to be approximately $3,876,477, which was
recorded as additional paid-in capital and reduced the carrying value of the
notes. The fair value was estimated using the Black-Scholes model with the
following assumptions: dividend yield of 0%, volatility of 100%, risk free
interest rate of 5.1% and an expected life of 5 years. The discount on the notes
is being amortized over the term of the notes. For the six months ended June 30,
1999, interest expense of $129,215 related to the fair value of the warrants was
recognized.

6.  COMMITMENTS:

  LEASES

     The Company leases its facilities and certain equipment under operating
leases. Rent expense for the period from inception (August 20, 1998) to December
31, 1998 and the six-month period ended June 30, 1999 was $36,023 and $185,335,
respectively. The leases expire at various dates through April 30, 2004 and
generally require the payment of real estate taxes, insurance, maintenance, and
operating costs. The Company also leases certain equipment under capital leases.
The minimum aggregate future obligations under noncancelable leases and
equipment loans as of June 30, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                             CAPITAL
                                                                              LEASES
                                                                            (INCLUDING
                                                              OPERATING     EQUIPMENT
YEAR ENDING                                                     LEASES        LOAN)
-----------                                                   ----------    ----------
<S>                                                           <C>           <C>
1999........................................................  $  261,841    $  288,353
2000........................................................     519,404       576,702
2001........................................................     519,404       572,621
2002........................................................     519,404       160,123
2003........................................................     224,255            --
                                                              ----------    ----------
Total.......................................................  $2,044,308     1,597,799
                                                              ==========
Less interest...............................................                  (241,612)
                                                                            ----------
Total principal obligation..................................                 1,356,187
Less current portion........................................                  (450,685)
                                                                            ----------
Noncurrent portion of principal obligation..................                $  905,502
                                                                            ==========
</TABLE>

  EQUIPMENT LOAN

     The Company received an equipment loan from its bank for $1.5 million on
January 26, 1999. The equipment loan is repayable in monthly installments of
$46,318 for 36 months, with a lump sum payment of $112,500 due in February 2002.
The interest rate on this loan at June 30, 1999 is approximately 10.8%.

     In connection with the equipment loan, the Company issued warrants for the
purchase of 36,132 shares of common stock at a purchase price of $0.833. The
warrants were exercisable upon issuance and expire on January 26, 2002. The
Company estimated the value of the warrants to be $25,351 at the date of
issuance, which has been recorded as additional paid-in capital and reduced the
carrying value of the equipment loan. The fair value was estimated using the
Black-Scholes model with the following assumptions: dividend yield of

                                      F-11
<PAGE>   66
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

0%, volatility of 100%, risk free interest rate of 5.1% and an expected life of
five years. The discount on the note is being amortized over the estimated life
of the loan.

  BANDWIDTH USAGE AND CO-LOCATION COSTS

     The Company has commitments for bandwidth usage and co-location with
various network service providers. For the six months ended December 31, 1999,
and the years ended December 31, 2000, 2001 and 2002, the minimum commitments
are approximately $3,293,500, $4,861,400, $3,309,300, and $964,400,
respectively. Some of these agreements may be amended to either increase or
decrease the minimum commitments during the life of the contract.

7.  CONVERTIBLE PREFERRED STOCK:

     The authorized capital stock of the Company consists of (i) 300,000,000
shares of voting common stock ("Common Stock") authorized for issuance with a
par value of $0.01 and (ii) 10,000,000 shares of preferred stock with a par
value of $0.01, of which 1,100,000 shares are designated as Series A convertible
preferred stock ("Series A preferred stock"), 1,327,500 shares are designated as
Series B convertible preferred stock ("Series B preferred stock"), 145,195
shares are designated as Series C convertible preferred stock ("Series C
preferred stock"), and 685,194 shares of Series D convertible preferred stock
("Series D preferred stock").

  SERIES A CONVERTIBLE PREFERRED STOCK

     In November and December 1998, the Company issued 1,100,000 shares of
Series A preferred stock at $7.60 per share to investors for total consideration
of $8,283,758 (net of offering costs of $76,242).

     The holders of the Series A preferred stock have voting rights equivalent
to the number of shares of common stock into which their shares of Series A
preferred stock convert. Dividends must be paid when dividends are declared on
common stock. The Series A preferred stock is convertible at any time by the
holders, at the then applicable conversion rate (1-to-1 on the date of issuance;
9.154-to-1 at June 30, 1999) adjusted for certain events including stock splits
and dividends. The Series A preferred stock is redeemable, subject to the
approval of the holders of 66% of the then outstanding shares of Series A
preferred stock beginning November 23, 2003 if the Company has not made a
qualified initial public offering of its common stock. Upon liquidation, holders
of Series A preferred stock are entitled to receive, out of funds then generally
available, $7.60 per share, plus any declared and unpaid dividends, thereon.
Following payment to holders of all other classes of preferred stock to which
the Series A preferred stock is subordinate, holders of Series A preferred stock
are then entitled to share in remaining available funds on an "as-if converted"
basis with holders of common stock.

  SERIES B CONVERTIBLE PREFERRED STOCK

     In April 1999, the Company issued 1,327,500 shares of Series B preferred
stock at $15.066 per share to private investors for total consideration of
$19,875,115 (net of offering costs of $125,000). In addition, the Company issued
a warrant to purchase 145,195 shares of Series C preferred stock at an exercise
price of $34.436 per share which expires at the earlier of (i) December 31, 1999
and (ii) the date immediately prior to the consummation of a qualified initial
public offering.

     The holders of Series B preferred stock have voting rights equivalent to
the number of shares of common stock into which their shares of Series B
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $15.066 per share, on a per share basis.
Dividends will only be paid in the event of a liquidation or redemption, as
defined. The Series B preferred stock is convertible at any time by the holders,
at the then applicable conversion rate (1-to-1 on the date of issuance; 3-to-1
at June 30, 1999) adjusted for certain events including stock splits. The Series
B preferred stock is

                                      F-12
<PAGE>   67
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

redeemable, as defined, subject to the approval of the holders of 66% of the
then outstanding shares of Series B preferred stock beginning April 5, 2003 if
the Company has not made a qualified initial public offering of its common
stock. Upon liquidation, holders of Series B preferred stock are entitled to
receive, out of funds then generally available, $15.066 per share, plus any
accrued and unpaid dividends, thereon. Following payment to holders of all other
classes of preferred stock to which the Series B preferred stock is subordinate,
holders of Series B preferred stock are then entitled to share in remaining
available funds on an "as if converted" basis with holders of common stock.

  SERIES C CONVERTIBLE PREFERRED STOCK

     In connection with the Series B preferred stock issuance, one holder of the
Series B preferred stock received the option to purchase 145,195 shares of
Series C preferred stock at the purchase price of $34.436 per share. The option
to purchase the Series C preferred stock expires upon the earlier of an initial
public offering or December 31, 1999. As of June 30, 1999, this option had not
been exercised by the holder.

     The holders of the Series C preferred stock have voting rights equivalent
to the number of shares of common stock into which their shares of Series C
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $34.436 per share, on a per share basis.
Dividends will only be paid in the event of a liquidation or redemption. The
Series C preferred stock is convertible at any time by the holders, at the then
applicable conversion rate (1-to-1 on the date of issuance; 3.128-to-1 at June
30, 1999) adjusted for certain events including stock splits and dividends
subject to the approval of the holders of 66% of the then outstanding shares of
Series C preferred stock beginning April 5, 2003 if the Company has not made a
qualified initial public offering of its common stock. Upon liquidation, holders
of Series C preferred stock are entitled to receive, out of funds generally
available, $34.436 per share, plus any accrued and unpaid dividends, thereon.
Following payment to holders of all other classes of preferred stock to which
Series C is subordinate, holders of Series C preferred stock are then entitled
to share in remaining available funds on an "as if converted" basis with holders
of common stock.

  SERIES D CONVERTIBLE PREFERRED STOCK

     In June 1999, the Company issued 685,194 shares of Series D preferred stock
at $18.243 per share to private investors for total consideration of $12,475,000
(net of offering costs of $25,000).

     The holders of Series D preferred stock have voting rights equivalent to
the number of shares of common stock into which their shares of Series D
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $18.243 per share, on a per share basis.
Dividends will be paid only in the event of a liquidation or redemption, as
defined. The Series D preferred stock is convertible at any time by the holders,
at the then applicable conversion rate (1-to-1 on the date of issuance; 3-to-1
at June 30, 1999) adjusted for certain events including stock splits and
dividends. The Series D preferred stock is redeemable, as defined, subject to
the approval of the holder of 66% of the then outstanding shares of Series D
preferred stock.

     The holder of the Series D preferred stock is also a customer of the
Company. In June 1999, the holder of the Series D preferred stock entered into a
services agreement with the Company at customary rates. The aggregate minimum
value of the services agreement is $12,360,000 through July 2000. Accounts
receivable included $303,795 from this customer at June 30, 1999. Revenue
recognized from this customer for the six-month period ended June 30, 1999 were
$303,795.

                                      F-13
<PAGE>   68
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     Upon the closing of the anticipated public offering, all outstanding shares
of preferred stock will automatically convert into shares of common stock as
follows:

<TABLE>
<CAPTION>
                                                               SHARES OF
SERIES                                                        COMMON STOCK
------                                                        ------------
<S>                                                           <C>
Series A preferred stock....................................   10,069,765
Series B preferred stock....................................    3,982,500
Series C preferred stock....................................           --
Series D preferred stock....................................    2,055,582
                                                               ----------
                                                               16,107,847
                                                               ==========
</TABLE>

     In August 1999, the Company issued 1,867,480 shares of Series E Convertible
Preferred Stock ("Series E preferred stock") (see Note 13). Upon the closing of
the anticipated public offering, all outstanding shares of Series E preferred
stock will automatically convert into 1,867,480 shares of common stock.

8.  STOCKHOLDERS' DEFICIT:

  STOCK SPLIT

     On January 28, 1999, the Company effected a 3-for-1 stock split through a
stock dividend of common stock. On May 25, 1999, the Company effected a 3-for-1
stock split through a stock dividend of common stock. All references to
preferred and common stock share and per share amounts including options and
warrants to purchase common stock have been retroactively restated to reflect
the stock splits.

  COMMON STOCK

     The common stockholders are entitled to one vote per share. At June 30,
1999, the Company had reserved 22,157,585 shares of common stock, for future
issuance upon conversion of Series A preferred stock, Series B preferred stock,
Series C preferred stock, Series D preferred stock, and the exercise of warrants
and stock options.

  NOTES RECEIVABLE FROM OFFICERS FOR STOCK

     In the connection with the issuance of restricted common stock, the Company
received full recourse notes receivable from the Chief Executive Officer and
President of the Company in the amount of $1,980,000 and $500,000, respectively.
The notes bear interest at 5.3%, and are payable in full by March 26, 2009 and
May 18, 2009, respectively.

9.  1998 STOCK INCENTIVE PLAN:

     In 1998, the Board of Directors adopted the 1998 Stock Incentive Plan (the
"1998 Plan") for the issuance of incentive and nonqualified stock options and
restricted stock awards. The number of shares of common stock reserved for
issuance under the 1998 Plan is 11,377,800 shares. Options to purchase common
stock and restricted stock awards are granted at the discretion of the Board of
Directors.

     Under the terms of the 1998 Plan, the exercise price of incentive stock
options granted must not be less than 100% (110% in certain cases) of the fair
market value of the common stock on the date of grant, as determined by the
Board of Directors. The exercise price of nonqualified stock options may be less
than the fair market value of the common stock on the date of grant, as
determined by the Board of Directors but in no case may the exercise price be
less than the statutory minimum. Vesting of options granted is at the discretion
of the Board of Directors, which typically is four years.

                                      F-14
<PAGE>   69
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     A restricted stock award provides for the issuance of common stock to
directors, officers, consultants and other key personnel at prices determined by
a Committee selected by the Board of Directors. Participants' unvested shares
are subject to repurchase by the Company at the original purchase price for up
to four years. Generally, 25% of the shares vest on the first anniversary of the
date of purchase and, thereafter, the remaining shares vest on a quarterly basis
through the fourth anniversary of the date of purchase. As of December 31, 1998
and June 30, 1999, the Company had the right to repurchase up to 1,641,600 and
4,423,500 unvested shares, respectively. Such shares may be repurchased at the
original purchase prices ranging from $0.01 to $1.67 per share. The shares
outstanding at December 31, 1998 and June 30, 1999 under the 1998 Plan have a
weighted average repurchase price of $0.04 and $0.48 per share, respectively.

     A summary of activity under the Company's 1998 plan for the period from
inception (August 20, 1998) to December 31, 1998 and the six-month period ended
June 30, 1999 is presented below:

<TABLE>
<CAPTION>
                                                                           WEIGHTED-
                                                                            AVERAGE
                                                                             SHARE
                                                               SHARES        PRICE
                                                              ---------    ---------
<S>                                                           <C>          <C>
RESTRICTED STOCK AWARDS.....................................         --         --
Outstanding at inception
  Issued....................................................  1,641,600      $0.04
  Repurchased...............................................         --         --
                                                              ---------      -----
Outstanding at December 31, 1998............................  1,641,600       0.04
  Issued....................................................  4,260,000       0.65
  Repurchased...............................................         --         --
                                                              ---------      -----
Outstanding at June 30, 1999................................  5,901,600      $0.48
                                                              =========      =====
Vested restricted common stock at June 30, 1999.............  1,478,100      $0.50
                                                              =========      =====
STOCK OPTION AWARDS
Outstanding at inception....................................         --         --
  Granted...................................................    643,500      $0.03
  Exercised.................................................         --
  Forfeited.................................................         --         --
                                                              ---------      -----
Outstanding at December 31, 1998............................    643,500      $0.03
  Granted...................................................  4,064,200       0.48
  Exercised.................................................         --         --
  Forfeited.................................................   (149,700)      0.72
                                                              ---------      -----
Outstanding at June 30, 1999................................  4,558,000      $0.40
                                                              =========      =====
</TABLE>

     The following table summarizes information about stock options outstanding
at June 30, 1999:

<TABLE>
<CAPTION>
                                                      VESTED AND EXERCISABLE
                              WEIGHTED                -----------------------
                               AVERAGE     WEIGHTED                 WEIGHTED
  RANGE OF       NUMBER       REMAINING    AVERAGE                   AVERAGE
  EXERCISE     OF OPTIONS    CONTRACTUAL   EXERCISE     NUMBER      EXERCISE
   PRICES      OUTSTANDING      LIFE        PRICE     OF OPTIONS      PRICE
  --------     -----------   -----------   --------   -----------   ---------
<S>            <C>           <C>           <C>        <C>           <C>
$0.02 - $0.08   3,476,700        9.6        $0.07
$0.67 - $1.00     351,000        9.8        $0.84
$1.67 - $2.00     730,300        9.9        $1.80       70,000        $1.67
                ---------        ---        -----       ------        -----
$0.02 - $2.00   4,558,000        9.6        $0.40       70,000        $1.67
                =========        ===        =====       ======        =====
</TABLE>

                                      F-15
<PAGE>   70
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation, SFAS No. 123," encourages but does not require
companies to record compensation cost for stock-based employee compensation at
fair value. The Company has chosen to account for stock-based compensation
granted to employees using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Accordingly, deferred compensation cost for restricted
stock awards and stock options granted to employees is measured as the excess,
if any, of the fair value of the Company's stock at the date of the grant over
the amount that must be paid to acquire the stock. From inception (August 20,
1998) through December 31, 1998 and the six-month period ended June 30, 1999,
the Company recorded approximately $1,711,600 and $7,835,000, respectively, in
deferred compensation for restricted stock awards and options to purchase common
stock granted at exercise prices subsequently determined to be below the fair
value of the common stock. Compensation expense of $205,617 and $1,338,608 was
recognized during the period from inception (August 20, 1998) through December
31, 1998 and the six-month period ended June 30, 1999, respectively.

     Had the value of options granted been measured using the fair value method
prescribed by SFAS 123, the fair value of the options granted from inception
(August 20, 1998) through December 31, 1998 and the six-month period ended June
30, 1999 is estimated to be $0.01 and $1.59 per share, respectively. The fair
value of the option grant was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: risk free
rate of 5.5%; no expected dividends; an expected life of 10 years; and no
volatility. Had the Company accounted for stock options to employees under the
fair value method prescribed under SFAS No. 123, net losses as reported for the
period from inception (August 20, 1998) to December 31, 1998 and the six-month
period ended June 30, 1999 would have been $891,033 and $9,763,809,
respectively, under SFAS 123. Basic and diluted net loss per share would have
been $(0.12) and $(1.03) on a pro forma basis for the period from inception
(August 20, 1998) to December 31, 1998 and the six-month period ended June 30,
1999, respectively. The effects of applying SFAS 123 in this pro forma
disclosure are not indicative of future amounts.

10.  INCOME TAXES:

     The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                            PERIOD FROM
                                                             INCEPTION         SIX-MONTH
                                                         (AUGUST 20, 1998)    PERIOD ENDED
                                                          TO DECEMBER 31,       JUNE 30,
                                                               1998               1999
                                                         -----------------    ------------
<S>                                                      <C>                  <C>
Current tax expense....................................             --                 --
Deferred tax expense/(benefit).........................      $(288,000)       $(3,396,000)
Valuation allowance....................................        288,000          3,396,000
                                                             ---------        -----------
                                                                    --                 --
                                                             =========        ===========
</TABLE>

                                      F-16
<PAGE>   71
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     The Company's effective tax rate varies from the statutory rate as follows:

<TABLE>
<CAPTION>
                                                             PERIOD FROM
                                                              INCEPTION         SIX-MONTH
                                                          (AUGUST 20, 1998)    PERIOD ENDED
                                                           TO DECEMBER 31,       JUNE 30,
                                                                1998               1999
                                                          -----------------    ------------
<S>                                                       <C>                  <C>
U.S. Federal income tax rate............................        (34.0)%           (34.0)%
State taxes.............................................         (6.3)             (5.8)
Deferred compensation amortization......................          3.2               3.4
Other...................................................         (0.9)             (0.3)
Valuation allowance.....................................         38.0              36.7
                                                                -----             -----
                                                                   --                --
                                                                =====             =====
</TABLE>

     Based on the Company's current financial status, realization of the
Company's deferred tax assets does not meet the "more likely than not" criteria
under SFAS No. 109 and, accordingly, a valuation allowance for the entire
deferred tax asset amount has been recorded. The components of the net deferred
tax asset (liability) and the related valuation allowance are as follows:

<TABLE>
<CAPTION>
                                                         DECEMBER 31, 1998    JUNE 30, 1999
                                                         -----------------    -------------
<S>                                                      <C>                  <C>
Net operating loss carryforwards.......................      $  16,000         $ 2,915,000
Capitalized start-up costs.............................        207,000             480,000
Capitalized research and development expenses..........         70,000             377,000
Depreciation...........................................        (13,000)            (88,000)
Other..................................................          8,000                  --
                                                             ---------         -----------
                                                               288,000           3,684,000
Valuation allowance....................................       (288,000)         (3,684,000)
                                                             ---------         -----------
Net deferred tax assets................................             --                  --
                                                             =========         ===========
</TABLE>

     As of June 30, 1999, the Company has federal and state net operating loss
carryforwards of $7,033,000 which begin to expire in 2019. These net operating
loss carryforwards may be used to offset future federal and state taxable income
tax liabilities. The Company also has federal and state tax credit carryforwards
of $58,000 and $36,000, respectively.

     Ownership changes resulting from the Company's issuance of capital stock
may limit the amount of net operating loss and tax credit carryforwards that can
be utilized annually to offset future taxable income. The amount of the annual
limitation is determined based upon the Company's value immediately prior to the
ownership change. Subsequent significant changes in ownership could further
affect the limitation in future years.

11.  EMPLOYEE BENEFIT PLAN:

     In January 1999, the Company established a savings plan for its employees
which is designed to be qualified under Section 401(k) of the Internal Revenue
Code. Eligible employees are permitted to contribute to the 401(k) plan through
payroll deductions within statutory and plan limits. The Company has not
contributed to the savings plan to date.

                                      F-17
<PAGE>   72
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

12.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     The following is the supplemental cash flow information for all periods
presented:

<TABLE>
<CAPTION>
                                                             PERIOD FROM
                                                              INCEPTION         SIX-MONTH
                                                          (AUGUST 20, 1998)    PERIOD ENDED
                                                           TO DECEMBER 31,       JUNE 30,
                                                                1998               1999
                                                          -----------------    ------------
<S>                                                       <C>                  <C>
Cash paid during the period for interest................      $ 10,407          $   66,502
Cash paid during the period for income taxes............            --               5,990
Noncash financing and investing activities:
  Purchase of technology license for stock..............       490,200
  Issuance of restricted common stock in exchange for
     note receivable....................................            --           2,480,000
  Dividends accrued, not paid on convertible preferred
     stock..............................................            --             287,672
  Acquisition of equipment through capital lease........        40,056              14,395
</TABLE>

13.  SUBSEQUENT EVENTS:

  SERIES E CONVERTIBLE PREFERRED STOCK

     In August 1999, the Company issued 1,867,480 shares of Series E preferred
stock at $26.239 per share to a private investor for total consideration of
$49,000,808.

     The holders of Series E preferred stock have voting rights equivalent to
the number of shares of common stock into which the shares of Series E preferred
stock convert. Dividends accrue annually and are cumulative at a rate of 8% of
the original purchase price of $26.239 per share, on a per share basis.
Dividends will be paid only in the event of a liquidation or redemption. The
Series E preferred stock is convertible at any time by the holders, at the then
applicable conversion rate (1-to-1 on the date of issuance) adjusted for certain
events such as stock splits and dividends. The Series E preferred stock is
redeemable, subject to the approval of the holders of 66% of the then
outstanding shares of Series E preferred stock.

     In connection with the issuance of Series E preferred stock, the authorized
common stock increased from 60,000,000 to 300,000,000 and the authorized
preferred stock increased from 5,000,000 to 10,000,000 shares. All amounts have
been restated to reflect the increase in authorized shares.

                                      F-18
<PAGE>   73

                                 [AKAMAI LOGO]
<PAGE>   74

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $23,978
NASD filing fee.............................................    9,125
Nasdaq National Market listing fee..........................   95,000
Printing and engraving expenses.............................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Blue Sky fees and expenses (including legal fees)...........   15,000
Transfer agent and registrar fees and expenses..............
Miscellaneous...............................................
                                                              -------
          Total.............................................
                                                              =======
</TABLE>

     The Company will bear all expenses shown above.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

     Article EIGHTH of the Restated Certificate provides that a director or
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought against him
by virtue of his position as a director or officer of the Registrant if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful and (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless the Court of Chancery of
Delaware determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, unless it is determined that he did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.

     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the
                                      II-1
<PAGE>   75

Registrant fails to make an indemnification payment within 60 days after such
payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.

     Article EIGHTH of the Restated Certificate further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

     The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Company against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Act"). Reference is made to the
form of Underwriting Agreement to be filed as Exhibit 1.1 hereto.

     The Registrant has obtained liability insurance for its officers and
directors.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

     Since incorporation in August 20, 1998, the Registrant has issued the
following securities that were not registered under the Securities Act as
summarized below. All issues of common stock from September 2, 1998 to January
28, 1999 reflect a 3-for-1 stock dividend. All issues of common stock from
January 29, 1999 to May 25, 1999 reflect a 3-for-1 stock dividend.

     (a) Issuances of Capital Stock.

          1. On September 2, 1998, the Registrant issued and sold an aggregate
     of 1,397,750 shares (12,579,750 shares on a post-split basis, as described
     herein) of its common stock at a purchase price of $0.10 per share, to F.
     Thomson Leighton, Daniel M. Lewin, and Jonathan Seelig pursuant to their
     respective stock restriction agreements. These shares were subject to a
     3-for-1 stock dividend on January 28, 1999, upon which date the transferees
     of Messrs. Leighton and Lewin and Mr. Seelig received an aggregate of
     2,795,500 more shares of common stock. These shares were subject to a
     3-for-1 stock dividend on May 25, 1999, upon which date the transferees of
     Messrs. Leighton and Lewin and Mr. Seelig received an aggregate 8,386,500
     more shares of common stock.

          2. On September 2, 1998, the Registrant issued and sold an aggregate
     of 41,250 shares (371,250 shares on a post-split basis, as described
     herein) of its common stock at a purchase price of $0.10 per share, to
     Preetish Nijhawan pursuant to a right of first refusal agreement. These
     shares of common stock were subject to a 3-for-1 stock dividend on January
     28, 1999, upon which date Mr. Nijhawan received 82,500 more shares of
     common stock. These shares of common stock shares were subject to a 3-for-1
     stock dividend on May 25, 1999, upon which date Mr. Nijhawan and his
     transferees received 247,500 more shares of common stock.

          3. On September 2, 1998, the Registrant issued and sold an aggregate
     of 198,000 shares of its common stock (1,782,000 shares on a post-split
     basis, as described herein) of its common stock at a

                                      II-2
<PAGE>   76

     purchase price of $0.10 per share, for an aggregate purchase price of
     $19,800.00, to Randall Kaplan and David Karger, pursuant to their
     respective stock restriction agreements. These shares of common stock were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     Messrs. Kaplan and Karger received an aggregate of 396,000 more common
     stock shares. These shares of common stock were subject to a 3-for-1 stock
     dividend on May 25, 1999, upon which date Messrs. Kaplan and Karger
     received an aggregate of 1,188,000 more shares of common stock.

          4. On September 2, 1998, the Registrant issued and sold 10,000 shares
     (90,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.10 per share, for an aggregate purchase
     price of $1,000.00, to Marco Greenberg pursuant to a right of first refusal
     agreement. These shares of common stock shares were subject to a 3-for-1
     stock dividend on January 28, 1999, upon which date Mr. Greenberg received
     20,000 more common stock shares. These shares of common stock were subject
     to a 3-for-1 stock dividend on May 25, 1999, upon which date Mr. Greenberg
     received 60,000 more shares of common stock.

          5. On October 28, 1998, the Registrant issued and sold 132,400 shares
     (1,191,600 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share to Paul Sagan pursuant to a
     restricted stock agreement. These shares of common stock shares were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     Mr. Sagan received 264,800 shares of common stock. These shares of common
     stock were subject to a 3-for-1 stock dividend on May 25, 1999, upon which
     date Mr. Sagan and his transferee received 794,400 more shares of common
     stock.

          6. On November 13, 1998, the Registrant issued and sold 20,000 shares
     (180,000 shares on a post-split basis, as described herein) of its common
     stock at a $5,000 purchase price of $0.25 per share to Gilbert Friesen
     pursuant to a stock restriction agreement. These shares of common stock
     were subject to a 3-for-1 stock dividend on January 28, 1999, upon which
     date Mr. Friesen's transferee received 40,000 more shares of common stock.
     These shares of common stock were subject to a 3-for-1 stock dividend on
     May 25, 1999, upon which date Mr. Friesen's transferee received 120,000
     more shares of its common stock.

          7. On November 19, 1998, the Registrant issued and sold 33,000 shares
     (297,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share, for an aggregate purchase
     price of $8,250.00, to the Arthur H. Bilger 1996 Family Trust pursuant to a
     stock restriction agreement. These shares of common stock were subject to a
     3-for-1 stock dividend on January 28, 1999, upon which date the Arthur H.
     Bilger 1996 Family Trust received 66,000 more shares of common stock. These
     shares of common stock were subject to a 3-for-1 stock dividend on May 25,
     1999, upon which date the Arthur H. Bilger 1996 Family Trust received
     198,000 more shares of common stock.

          8. On November 23, 1998, the Registrant issued and sold an aggregate
     of 37,895 shares (341,055 shares on a post-split basis, as described
     herein) of its common stock to the Massachusetts Institute of Technology
     pursuant to the terms of an exclusive patent and non-exclusive copyright
     license Agreement dated as of October 26, 1998 between the Registrant and
     the Massachusetts Institute of Technology. These common stock shares were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     the investors received an aggregate of 75,790 more shares of common stock.
     These common stock shares were subject to a 3-for-1 stock dividend on May
     25, 1999, upon which date the investors received an aggregate of 227,370
     more shares of common stock.

          9. On November 23, 1998, the Registrant issued and sold 467,101 shares
     of its Series A convertible preferred stock at a purchase price of $7.60
     per share to 7 investors pursuant to a Series A convertible preferred stock
     purchase agreement.

          10. On November 30, 1998, the Registrant issued and sold 205,258
     shares of its Series A convertible preferred stock at a purchase price of
     $7.60 per share to 10 investors pursuant to a Series A convertible
     preferred stock purchase agreement.

                                      II-3
<PAGE>   77

          11. On December 14, 1998, the Registrant issued and sold 427,641
     shares of its Series A convertible preferred stock at a purchase price of
     $7.60 per share to 8 investors pursuant to a Series A convertible preferred
     stock purchase agreement.

          12. On December 3, 1998, the Registrant issued and sold an aggregate
     of 50,000 shares (450,000 shares on a post-split basis) of its common stock
     at a purchase price of $0.75 per share, for an aggregate purchase price of
     $37,500, to William Bogstad and Yoav Yerushalmi pursuant to their
     respective Stock Restriction Agreements. These shares common stock shares
     were subject to a 3-for-1 stock dividend on January 28, 1999, upon which
     date Messrs. Bogstad and Yerushalmi received an aggregate of 100,000 more
     shares of common stock. These shares of common stock were subject to a
     3-for-1 stock dividend on May 25, 1999, upon which date Messrs. Bogstad and
     Yerushalmi received 300,000 more shares of common stock.

          13. On March 15, 1999, the Registrant issued and sold 210,000 shares
     (630,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share, for the purchase price of
     $52,500, to Earl P. Galleher III pursuant to a stock restriction agreement.
     These common stock shares were subject to a 3-for-1 stock dividend on May
     25, 1999, upon which date Mr. Galleher received 420,000 more shares of
     common stock.

          14. On March 26, 1999, the Registrant issued and sold 20,000 shares
     (60,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $2.00 per share, for the aggregate purchase
     price of $40,000, to Steven P. Heinrich. These common stock shares were
     subject to a 3-for-1 stock dividend on May 25, 1999, upon which date Mr.
     Heinrich received 40,000 more shares of common stock.

          15. On March 26, 1999, the Registrant issued 100,000 shares (300,000
     shares on a post-split basis, as described herein) of its common stock at a
     purchase price of $2.00 per share, for an aggregate purchase price of
     $200,000.00, to Arthur H. Bilger pursuant to a stock restriction agreement
     granted under the 1998 Stock Incentive Plan. These shares of common stock
     were subject to a 3-for-1 stock dividend on May 25, 1999, upon which date
     ADASE Partners LLC, the transferee of Mr. Bilger, received 200,000 more
     common stock shares.

          16. On March 26, 1999, the Registrant issued and sold 990,000 shares
     (2,970,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $2.00 per share, for an aggregate purchase
     price of $1,980,000, to George Conrades pursuant to a stock restriction
     agreement granted under the 1998 Stock Incentive Plan. These shares of
     common stock were subject to a 3-for-1 stock dividend on May 25, 1999, upon
     which date Mr. Conrades received 1,980,000 more shares of common stock.

          17. On April 16, 1999, the Registrant issued and sold 929,244 shares
     of its Series B convertible preferred stock at a purchase price of $15.066
     per share to Baker Communications Fund, L.P. pursuant to a Series B
     convertible preferred stock and Series C convertible preferred stock
     purchase agreement.

          18. On April 30, 1999, the Registrant issued and sold 398,256 shares
     of its Series B convertible preferred stock to 23 investors pursuant to a
     Series B convertible preferred stock and Series C convertible preferred
     stock purchase agreement.

          19. On May 18, 1999, the Registrant issued and sold 100,000 shares
     (300,000 shares on a post-split basis, as described herein) of common stock
     at price of $5.00 per share, for a purchase price of $500,000 to Paul Sagan
     pursuant to a Stock restriction agreement granted under 1998 Stock
     Incentive Plan. These common stock shares were subject to a 3-for-1 stock
     dividend on May 25, 1999, upon which date Mr. Sagan received 200,000 more
     common stock shares.

          20. On June 21, 1999, the Registrant issued and sold 685,194 shares of
     its Series D convertible preferred shares at a purchase price of $18.243
     per share to Apple Computer Inc. Ltd. pursuant to the Series D convertible
     preferred stock purchase agreement.

                                      II-4
<PAGE>   78

          21. On July 1, 1999, the Registrant issued and sold 5,000 shares of
     its common stock at a purchase price of $1.67 per share, for a purchase
     price of $8,350.00, to Amos Hostetter pursuant to the exercise of a stock
     option.

          22. On July 1, 1999, the Registrant issued and sold 5,000 shares of
     its common stock at a purchase price of $1.67 per share, for a purchase
     price of $8,350.00, to Benjamin A. Gomez pursuant to the exercise of a
     stock option.

          23. On July 23, 1999, the Registrant issued and sold 125,000 shares of
     its common stock at a purchase price of $5.00 per share, for an aggregate
     purchase price of $625,000.00, to Robert O. Ball III pursuant to a stock
     restriction agreement.

          24. On August 6, 1999, the Registrant issued and sold 1,867,480 shares
     of its Series E convertible preferred shares at a purchase price of $26.239
     per share to Cisco Systems, Inc. pursuant to a Series E convertible
     preferred stock purchase agreement.

     (b) Grants of Stock Options.

          1. From inception through June 30, 1999, the Registrant granted stock
     options to purchase 4,558,000 shares of common stock at exercise prices
     ranging from $0.25 to $2.00 per share to employees, consultants and
     directors pursuant to its 1998 Stock Incentive Plan.

          2. On April 16, 1999, the Registrant granted an option to purchase up
     to 145,195 shares of its Series C convertible preferred stock at an
     exercise price of $34.436 per share to Baker Communications Fund, L.P.
     pursuant to a Series B convertible preferred stock and Series C convertible
     preferred stock purchase agreement.

     (c) Issuances of Notes and Warrants

          1. On January 27, 1999, the Registrant issued a warrant to purchase up
     to 3,947 shares of Common Stock at an exercise price of $7.60 per share. As
     of June 30, 1999, this warrant was exercisable for up to 36,132 shares of
     Common Stock at an exercise price of $0.83 per share.

          2. On May 7, 1999, the Registrant issued 15% senior subordinated notes
     in the principal amount of $15,000,000 and warrants to purchase up to
     333,806 shares (1,001,418 shares on a post-split basis) of Common Stock at
     an exercise price of $14.979 ($4.993 on a post-split basis) per share to 20
     investors pursuant to a 15% senior subordinated notes and warrants to
     purchase common stock purchase agreement.

     No underwriters were involved in any of the foregoing sales of securities.
Such sales were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Section 4(2) thereof relative to
sales by an issuer not involving any public offering or the rules and
regulations thereunder, or, in the case of options to purchase common stock,
Rule 701 of the Securities Act. All of the foregoing securities are deemed
restricted securities for the purposes of the Securities Act.

                                      II-5
<PAGE>   79

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
<C>       <S>
  *1.1    Form of Underwriting Agreement.
   3.1    Certificate of Incorporation of the Registrant, as amended.
   3.2    Form of Amended and Restated Certificate of Incorporation of
          the Registrant, to be filed prior to the closing of this
          offering.
   3.3    By-Laws of the Registrant.
   3.4    Form of Amended and Restated By-Laws of the Registrant, to
          be effective upon the closing of this offering.
  *4.1    Specimen common stock certificate.
   4.2    Third Amended and Restated Registration Rights Agreement
          dated August 6, 1999.
  *5.1    Opinion of Hale and Dorr LLP.
  10.1    Second Amended and Restated 1998 Stock Incentive Plan.
  10.2    Form of Restricted Stock Agreement granted under 1998 Stock
          Incentive Plan.
  10.3    Form of Incentive Stock Option Agreement granted under 1998
          Stock Incentive Plan.
  10.4    Form of Nonstatutory Stock Option Agreement granted under
          1998 Stock Incentive Plan.
 *10.5    1999 Employee Stock Purchase Plan.
  10.6    Broadway Hampshire Associates Lease dated March 8, 1999, as
          amended, by and between Broadway/Hampshire Associates
          Limited Partnership and the Registrant.
  10.7    Loan and Security Agreement dated as of January 27, 1999
          between Silicon Valley Bank and the Registrant.
*+10.8    Strategic Alliance and Master Services Agreement effective
          as of April 1, 1999 by and between the Registrant and Apple
          Computer, Inc.
*+10.9    Strategic Alliance and Joint Development Agreement dated as
          of August 6, 1999 by and between the Registrant and Cisco
          Systems, Inc.
  10.10   Series A Convertible Preferred Stock Purchase Agreement
          dated as of November 23, 1998 between the Registrant and the
          Purchasers named therein.
  10.11   Series B Convertible Preferred Stock and Series C
          Convertible Preferred Stock Purchase Agreement dated as of
          April 16, 1999 between the Registrant and the Purchasers
          named therein.
  10.12   Series D Convertible Preferred Stock Purchase Agreement
          dated as of June 21, 1999 between the Registrant and Apple
          Computer Inc. Ltd.
  10.13   Series E Convertible Preferred Stock Purchase Agreement
          dated as of August 6, 1999 between the Registrant and Cisco
          Systems, Inc.
  10.14   Form of Master Services Agreement.
  10.15   Severance Agreement dated March 26, 1999 by and between
          George Conrades and the Registrant.
*+10.16   Exclusive Patent and Non-Exclusive Copyright License
          Agreement dated as of October 26, 1998 between the
          Registrant and the Massachusetts Institute of Technology.
  10.17   $1,980,000 Promissory Note dated as of March 26, 1999 by and
          between the Registrant and George H. Conrades.
  10.18   $500,000 Promissory Note dated as of May 18, 1999 by and
          between the Registrant and Paul Sagan.
</TABLE>

                                      II-6
<PAGE>   80

<TABLE>
<CAPTION>
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
<C>       <S>
  10.19   $623,750 Promissory Note dated as of July 23, 1999 by and
          between the Registrant and Robert O. Ball III.
 *10.20   15% Senior Subordinated Note and Warrant to Purchase Common
          Stock Purchase Agreement dated as of May 7, 1999 between the
          Registrant and the Purchasers named therein.
  23.1    Consent of PricewaterhouseCoopers LLP.
 *23.2    Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  24.1    Powers of Attorney (see page II-8).
  27.1    Financial Data Schedule.
  27.2    Financial Data Schedule.
</TABLE>

------------
* To be filed by amendment.

+ Confidential treatment requested for certain portions of this Exhibit pursuant
  to Rule 406 promulgated under the Securities Act, which portions are omitted
  and filed separately with the Securities and Exchange Commission.

     All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 17.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the Delaware General
Corporation Law, the Restated Certificate of the registrant, the Underwriting
Agreement, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the registrant
will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes that:

          (1) For purpose of determining any liability under the Act, the
     information omitted from the form of prospectus filed as part of this
     Registration Statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
     497(h) under the Act shall be deemed to be part of this Registration
     Statement as of the time it was declared effective.

          (2) For purpose of determining any liability under the Act, each
     post-effective amendment that contains a form of prospectus shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                      II-7
<PAGE>   81

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this
20th day of August, 1999.

                                          AKAMAI TECHNOLOGIES, INC.

                                          By: /s/  GEORGE H. CONRADES
                                            ------------------------------------
                                            George H. Conrades
                                            Chairman and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers, directors and authorized representatives of
Akamai Technologies, Inc. hereby severally constitute and appoint George H.
Conrades, Paul Sagan and Robert O. Ball III, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, with full
powers of substitution and resubstitution, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-1 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and any subsequent Registration Statement for the same
offering which may be filed under Rule 462(b), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable Akamai Technologies, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, or their substitute or
substitutes, to said Registration Statement and any and all amendments thereto
or to any subsequent Registration Statement for the same offering which may be
filed under Rule 462(b).

                                      II-8
<PAGE>   82

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                     SIGNATURE                                    TITLE                      DATE
                     ---------                                    -----                      ----
<S>                                                  <C>                                <C>

              /s/ GEORGE H. CONRADES                 Chairman and Chief Executive       August 20, 1999
---------------------------------------------------  Officer (principal executive
                George H. Conrades                   officer)

                  /s/ PAUL SAGAN                     President and Chief Operating      August 20, 1999
---------------------------------------------------  Officer (principal financial
                    Paul Sagan                       and accounting officer)

               /s/ ARTHUR H. BILGER                  Director                           August 20, 1999
---------------------------------------------------
                 Arthur H. Bilger

                /s/ TODD A. DAGRES                   Director                           August 20, 1999
---------------------------------------------------
                  Todd A. Dagres

              /s/ F. THOMSON LEIGHTON                Director                           August 20, 1999
---------------------------------------------------
                F. Thomson Leighton

                /s/ DANIEL M. LEWIN                  Director                           August 20, 1999
---------------------------------------------------
                  Daniel M. Lewin

              /s/ TERRANCE G. MCGUIRE                Director                           August 20, 1999
---------------------------------------------------
                Terrance G. McGuire

                /s/ EDWARD W. SCOTT                  Director                           August 20, 1999
---------------------------------------------------
                  Edward W. Scott
</TABLE>

                                      II-9
<PAGE>   83

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.
-------
<C>       <S>
  *1.1    Form of Underwriting Agreement.
   3.1    Certificate of Incorporation of the Registrant, as amended.
   3.2    Form of Amended and Restated Certificate of Incorporation of
          the Registrant, to be filed prior to the closing of this
          offering.
   3.3    By-Laws of the Registrant.
   3.4    Form of Amended and Restated By-Laws of the Registrant, to
          be effective upon the closing of this offering.
  *4.1    Specimen common stock certificate.
   4.2    Third Amended and Restated Registration Rights Agreement
          dated August 6, 1999.
  *5.1    Opinion of Hale and Dorr LLP.
  10.1    Second Amended and Restated 1998 Stock Incentive Plan.
  10.2    Form of Restricted Stock Agreement granted under 1998 Stock
          Incentive Plan.
  10.3    Form of Incentive Stock Option Agreement granted under 1998
          Stock Incentive Plan.
  10.4    Form of Nonstatutory Stock Option Agreement granted under
          1998 Stock Incentive Plan.
 *10.5    1999 Employee Stock Purchase Plan.
  10.6    Broadway Hampshire Associates Lease dated March 8, 1999, as
          amended, by and between Broadway/Hampshire Associates
          Limited Partnership and the Registrant.
  10.7    Loan and Security Agreement dated as of January 27, 1999
          between Silicon Valley Bank and the Registrant.
*+10.8    Strategic Alliance and Master Services Agreement effective
          as of April 1, 1999 by and between the Registrant and Apple
          Computer, Inc.
*+10.9    Strategic Alliance and Joint Development Agreement dated as
          of August 6, 1999 by and between the Registrant and Cisco
          Systems, Inc.
  10.10   Series A Convertible Preferred Stock Purchase Agreement
          dated as of November 23, 1998 between the Registrant and the
          Purchasers named therein.
  10.11   Series B Convertible Preferred Stock and Series C
          Convertible Preferred Stock Purchase Agreement dated as of
          April 16, 1999 between the Registrant and the Purchasers
          named therein.
  10.12   Series D Convertible Preferred Stock Purchase Agreement
          dated as of June 21, 1999 between the Registrant and Apple
          Computer Inc. Ltd.
  10.13   Series E Convertible Preferred Stock Purchase Agreement
          dated as of August 6, 1999 between the Registrant and Cisco
          Systems, Inc.
  10.14   Form of Master Services Agreement.
  10.15   Severance Agreement dated March 26, 1999 by and between
          George Conrades and the Registrant.
*+10.16   Exclusive Patent and Non-Exclusive Copyright License
          Agreement dated as of October 26, 1998 between the
          Registrant and the Massachusetts Institute of Technology.
  10.17   $1,980,000 Promissory Note dated as of March 26, 1999 by and
          between the Registrant and George H. Conrades.
  10.18   $500,000 Promissory Note dated as of May 18, 1999 by and
          between the Registrant and Paul Sagan.
  10.19   $623,750 Promissory Note dated as of July 23, 1999 by and
          between the Registrant and Robert O. Ball III.
</TABLE>
<PAGE>   84

<TABLE>
<CAPTION>
EXHIBIT
  NO.
-------
<C>       <S>
 *10.20   15% Senior Subordinated Note and Warrant to Purchase Common
          Stock Purchase Agreement dated as of May 7, 1999 between the
          Registrant and the Purchasers named therein.
  23.1    Consent of PricewaterhouseCoopers LLP
 *23.2    Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  24.1    Powers of Attorney (see page II-8).
  27.1    Financial Data Schedule.
  27.2    Financial Data Schedule.
</TABLE>

------------
* To be filed by amendment.

+ Confidential treatment requested for certain portions of this Exhibit pursuant
  to Rule 406 promulgated under the Securities Act, which portions are omitted
  and filed separately with the Securities and Exchange Commission.
[{"type": "S-1", "sequence": "1", "description": "AKAMAI TECHNOLOGIES, INC.", "secsgml_size_bytes": 313477}]
{"company-data": {"conformed-name": "AKAMAI TECHNOLOGIES INC", "cik": "0001086222", "assigned-sic": "", "irs-number": "043432319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-85679", "film-number": "99696956"}, "business-address": {"street1": "201 BROADWAY", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172503000"}, "mail-address": {"street1": "201 BROADWAY", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1999

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-1
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           AKAMAI TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------
DELAWARE                             7389                            04-3432319
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)           IDENTIFICATION NUMBER)
201 BROADWAY
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 250-3000
    (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                            ROBERT O. BALL III, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                           AKAMAI TECHNOLOGIES, INC.
                                  201 BROADWAY
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 250-3000
                (NAME, ADDRESS INCLUDING ZIP CODE AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:
JOHN H. CHORY, ESQ.                               KEITH F. HIGGINS, ESQ.
               SUSAN W. MURLEY, ESQ.                               DAVID B. WALEK, ESQ.
                 HALE AND DORR LLP                                     ROPES & GRAY
                  60 STATE STREET                                 ONE INTERNATIONAL PLACE
            BOSTON, MASSACHUSETTS 02109                         BOSTON, MASSACHUSETTS 02110
             TELEPHONE: (617) 526-6000                           TELEPHONE: (617) 951-7000
             TELECOPY: (617) 526-5000                            TELECOPY: (617) 951-7050
------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box.  [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]
---------

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [ ]
---------

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [ ]
---------

     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM
                  TITLE OF EACH CLASS OF                        AGGREGATE OFFERING               AMOUNT OF
               SECURITIES TO BE REGISTERED                           PRICE(1)               REGISTRATION FEE(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share....................         $86,250,000                    $23,978
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.

(2) Calculated pursuant to Rule 457(a) based on an estimate of the proposed
    maximum aggregate offering price.
                            ------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued          , 1999
                                              Shares

                                 [AKAMAI LOGO]

                                  COMMON STOCK
                            ------------------------
AKAMAI TECHNOLOGIES, INC. IS OFFERING                SHARES OF COMMON STOCK.
THIS IS OUR INITIAL PUBLIC OFFERING AND NO PUBLIC MARKET CURRENTLY EXISTS FOR
OUR SHARES. WE ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN
$     AND $     PER SHARE.

                            ------------------------

WE HAVE APPLIED TO LIST OUR COMMON STOCK ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "AKAM."

                            ------------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
                            ------------------------

                          PRICE $              A SHARE
                            ------------------------
UNDERWRITING
                                      PRICE TO               DISCOUNTS AND              PROCEEDS TO
                                       PUBLIC                 COMMISSIONS                  AKAMAI
                               ----------------------    ----------------------    ----------------------
Per Share....................            $                         $                         $
Total........................            $                         $                         $
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Akamai has granted the underwriters the right to purchase up to an additional
            shares to cover over-allotments. Morgan Stanley & Co. Incorporated
expects to deliver the shares of common stock to purchasers on       , 1999.

                            ------------------------

MORGAN STANLEY DEAN WITTER
           DONALDSON, LUFKIN & JENRETTE
                        SALOMON SMITH BARNEY
                                   THOMAS WEISEL PARTNERS LLC
            , 1999
3

                               [GATEFOLD ARTWORK]
                                    TO COME

 [Narrative description of graphic material omitted in electronically filed
document

 The following text is at the top of the page and spans the front cover foldout:

                   AKAMAI's INTERNET CONTENT DELIVERY SERVICE

 The following text appears on the left hand side of the inside front cover
foldout above the first graphic:

 Internet Content Delivery Without FreeFlow Service

 The left hand side of the inside front cover contains a graphic that consists
of a personal computer on the left and a server on the right. The server is
labeled "Customer Web Server." Clouds and arrows cross back and forth between
the personal computer and the Web Server.

Below this graphic the following text appears:

 The arrows are labeled as follows:

 - Step 1 User enters URL

 - Step 2 Web Server returns HTML with embedded URLS

 - Step 3 User browsers requests embedded objects

 - Step 4 Rich content served

 Akamai's technology changes the way in which content on a Web page is delivered
to an Internet user without interrupting the normal data flow. Normally, when a
user clicks on any Web page, the Web site returns a Hypertext Markup Language,
or HTML, text file containing text and formatting instructions which the browser
uses to display the page. This text file also contains the Universal Resource
Locators, or URLs, of non-text objects on the page, such as photographs, banner
advertisements, graphics and software downloads.

 The following text appears on the right hand side of the inside front cover
above a second graphic:

 Internet Content Delivery With FreeFlow Service.

 The right hand side of the front cover contains a graphic that consists of a
personal computer on the left and a server on the right labeled "Customer Web
Server." Below the personal computer there is a server labeled "Akamai Server."
Clouds and arrows cross back and forth between the personal computer and the Web
Server and the personal computer and the Akamai Server. The arrows are labeled
as follows:

 - Step 1 User enters URL

 - Step 2 Web server returns HTML with embedded URLs

 - Step 3 User browser requests embedded objects

 - Step 4 Rich content served

     below the graphic the following text appears

 Akamai's customers identify which of their Web objects are to be delivered over
Akamai's network. The customer then runs a software utility provided by Akamai,
called FreeFlow Launcher, which searches for the URLs of the selected objects
and tags them with a special code. The result is that when a user's browser
downloads an HTML file containing the coded Web objects for that page, the
browser is automatically pointed to Akamai's network to retrieve those objects.
Our process does not require any modification to the browser or other personal
computer configuration changes. While Akamai can serve the HTML as well as the
objects embedded in it, our customers typically choose to serve the HTML
themselves to maintain direct contact with the user. Thus, even while users are
receiving content from our servers, our customers can continue to count Web site
visitors, track user demographics and dynamically assemble Web page content,
including the insertion of targeted advertising and other personalized content.]
4

                               TABLE OF CONTENTS
PAGE
                                         ----
PROSPECTUS SUMMARY.....................    3
RISK FACTORS...........................    6
SPECIAL NOTE REGARDING FORWARD-LOOKING
  STATEMENTS...........................   16
USE OF PROCEEDS........................   17
DIVIDEND POLICY........................   17
CAPITALIZATION.........................   18
DILUTION...............................   19
SELECTED FINANCIAL DATA................   20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS...........................   21
PAGE
                                         ----
BUSINESS...............................   25
MANAGEMENT.............................   36
RELATED PARTY TRANSACTIONS.............   41
PRINCIPAL STOCKHOLDERS.................   44
DESCRIPTION OF CAPITAL STOCK...........   46
SHARES ELIGIBLE FOR FUTURE SALE........   48
UNDERWRITERS...........................   50
LEGAL MATTERS..........................   52
EXPERTS................................   52
WHERE YOU CAN FIND MORE INFORMATION....   52
INDEX TO FINANCIAL STATEMENTS..........  F-1
------------------------

     UNTIL                , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS),
ALL DEALERS THAT BUY, SELL OR TRADE THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                        2
5

                               PROSPECTUS SUMMARY

     You should read the following summary together with the more detailed
information about Akamai and the common stock being sold in this offering and
our financial statements and accompanying notes appearing elsewhere in this
prospectus.

                           AKAMAI TECHNOLOGIES, INC.

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users. Using software that is based on our proprietary algorithms, we monitor
Internet traffic patterns and deliver our customers' content by the most
efficient route. Our service is easy to implement and does not require our
customers or their Web site visitors to make any hardware or software
modifications. Using our FreeFlow service, our customers have been able to more
than double the speed at which they deliver content to their users and, in some
instances, have been able to improve speeds by ten times or more.

     The ability of a Web site to attract users is in part based on the richness
of its content. Increasingly, Web site owners want to enhance their content by
adding graphics, such as photographs, images and logos, as well as deploying
newer technologies, such as video and audio streaming, animation and software
downloads. While richer content attracts more visitors, it also places
increasing demands on the Web site to deliver the content quickly and reliably.
As a result, Web site owners frequently elect to constrain the amount of rich
content on their Web sites, thus sacrificing the quality of the user experience
to maintain minimally acceptable performance levels.

     To use our service, customers identify and tag portions of their Web site
content that require significant amounts of bandwidth, such as advertising
banners, icons, graphics and software downloads. These tagged items are
delivered over our server network. When users request this content, which we
call "Akamaized" content, our FreeFlow service routes the request to the server
that is best able to deliver the content most quickly based on the geographic
proximity, performance and congestion of all available servers on our network.

     Our technology originated from research that our founders began developing
at the Massachusetts Institute of Technology in 1995. We introduced our FreeFlow
service commercially in April 1999. As of July 31, 1999, we had 900 Akamai
servers deployed in 15 countries across 25 telecommunications networks,
providing our customers with a guaranteed global Internet content delivery
service. Our customers, which operate many of the most trafficked Web sites,
include Apple Computer, CNN Interactive, Discovery Channel Online, Infoseek, J.
Crew.com, The Motley Fool and Yahoo!.

     We currently sell our service primarily through a direct sales force. Our
plan is to continue to pursue heavily trafficked Web sites through our direct
sales force and to penetrate other markets through indirect distribution
channels. Currently our sales force is actively targeting primarily domestic
companies, focusing on the 300 Web sites that have the greatest number of
visitors, Fortune 100 companies and Global 2000 companies with large operations
in the United States.

                              RECENT DEVELOPMENTS

     In August 1999 we entered into a strategic alliance with Cisco Systems to
enhance and jointly develop new content routing, switching and caching
technologies to improve the performance of Web content delivery. Cisco purchased
shares of our Series E convertible preferred stock for an aggregate purchase
price of approximately $49.0 million in August 1999. For more detailed
information about our strategic alliance with Cisco, see "Business -- Strategic
Alliances -- Cisco Systems" on page 30.

                                        3
6

                                  THE OFFERING

Common stock offered................            shares

Common stock to be outstanding after
this offering.......................            shares

Use of proceeds.....................     For working capital and general
                                         corporate purposes. For more detailed
                                         information, see "Use of Proceeds" on
                                         page 17.

Proposed Nasdaq National Market
symbol..............................     AKAM

                             SUMMARY FINANCIAL DATA
PERIOD FROM INCEPTION
                                                        (AUGUST 20, 1998) THROUGH    SIX MONTHS ENDED
                                                            DECEMBER 31, 1998         JUNE 30, 1999
                                                        -------------------------    ----------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenue...............................................           $   --                  $    404
Total operating expenses..............................              900                    10,043
Operating loss........................................             (900)                   (9,639)
Net loss..............................................             (890)                   (9,783)
Net loss attributable to common stockholders..........             (890)                  (10,078)
Basic and diluted net loss per share..................           $(0.12)                 $  (1.07)
Weighted average common shares outstanding............            7,507                     9,446
Pro forma basic and diluted net loss per share
  (unaudited).........................................           $(0.09)                 $  (0.46)
Pro forma weighted average common shares outstanding
  (unaudited).........................................            9,631                    21,207
Weighted average shares used in computing the pro forma basic and diluted
net loss per share have been calculated assuming the conversion of all shares of
convertible preferred stock outstanding as of June 30, 1999 into common stock as
if the shares had converted immediately upon issuance. Accordingly, accrued
dividends and accretion to redemption value are not included in the calculation
of pro forma basic and diluted loss per share. The pro forma as adjusted column
in the balance sheet data below gives effect to the conversion of all shares of
convertible preferred stock outstanding as of June 30, 1999 into common stock
upon the closing of this offering and the sale of the                shares of
common stock in this offering at an assumed initial public offering price of
$     , after deducting the estimated underwriting discounts and commissions and
estimated offering expenses payable by us.

     Pro forma and as adjusted shares have not been adjusted for the issuance of
1,867,480 shares of Series E convertible preferred stock on August 6, 1999.
AS OF JUNE 30, 1999
                                                              ----------------------
                                                                          PRO FORMA
                                                              ACTUAL     AS ADJUSTED
                                                              -------    -----------
                                                                  (IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents...................................  $44,829
Working capital.............................................   41,602
Total assets................................................   52,627
Long-term liabilities.......................................   12,128
Convertible preferred stock.................................   40,929
Total stockholders' equity (deficit)........................  $(4,693)
4
7

     Except as set forth in our financial statements or as otherwise indicated,
all information in this prospectus:

     - Assumes no exercise of the underwriters' over-allotment option;

     - Reflects the conversion of all shares of our convertible preferred stock
       outstanding as of June 30, 1999 into an aggregate of 16,107,847 shares of
       common stock;

     - Reflects a 3-for-1 stock split of our common stock effected on January
       28, 1999 and a 3-for-1 stock split of our common stock effected on May
       25, 1999; and

     - Reflects the filing, as of the closing of the offering, of our amended
       and restated certificate of incorporation and the adoption of our amended
       and restated by-laws implementing provisions described below under
       "Description of Capital Stock -- Delaware Law and Our Charter and By-Law
       Provisions; Anti-Takeover Effects" on page 46.

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of common stock and
seeking offers to buy shares of common stock only in jurisdictions where offers
and sales are permitted.

     We are a Delaware corporation. Our principal executive offices are located
at 201 Broadway, Cambridge, Massachusetts 02139 and our telephone number is
(617) 250-3000. Our World Wide Web site address is www.akamai.com. The
information in our Web site is not incorporated by reference into this
prospectus.

     Akamai, the Akamai logo and FreeFlow are our trademarks. This prospectus
also contains trademarks and trade names of other companies.

                                        5
8

                                  RISK FACTORS

     You should consider carefully the risks described below before you decide
to buy our common stock. The risks and uncertainties described below are not the
only ones facing us. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In such case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.

RISKS RELATED TO OUR BUSINESS

  OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY.

     We were founded in August 1998 and began offering our FreeFlow service in
April 1999. We have limited meaningful historical financial data upon which to
base planned operating expenses and upon which investors may evaluate us and our
prospects. In addition, our operating expenses are largely based on anticipated
revenue trends and a high percentage of our expenses are and will continue to be
fixed in the short-term. You should consider the risks and difficulties
frequently encountered by companies like ourselves in a new and rapidly evolving
market. Our ability to sell our service and the level of success we achieve,
depends, among other things, on the level of demand for Internet content
delivery services, which is a new and rapidly evolving market. Our business
strategy may be unsuccessful, and we may not successfully address the risks we
face.

  WE ARE ENTIRELY DEPENDENT ON OUR INTERNET CONTENT DELIVERY SERVICE AND OUR
FUTURE REVENUE DEPENDS ON ITS COMMERCIAL SUCCESS.

     Our future growth depends on the commercial success of our Internet content
delivery service. Our FreeFlow service or other services under development may
not achieve widespread market acceptance. We plan to commercially introduce our
service for the delivery of streaming audio and video later this year, and our
future revenue growth will depend, in part, on customer acceptance of this
service. Failure of our current and planned services to operate as expected
could delay or prevent their adoption. If our target customers do not adopt,
purchase and successfully deploy our current and planned services, our revenue
will not grow significantly and our business, results of operations and
financial condition will be seriously harmed.

  THE INTERNET CONTENT DELIVERY MARKET IS NEW AND OUR BUSINESS WILL SUFFER IF IT
DOES NOT DEVELOP AS WE EXPECT.

     The market for Internet content delivery services is new. We cannot be
certain that a viable market for our service will emerge or be sustainable. If
this market does not develop, or develops more slowly than we expect, our
business, results of operations and financial condition will be seriously
harmed.

  ANY FAILURE OF OUR NETWORK INFRASTRUCTURE COULD LEAD TO SIGNIFICANT COSTS AND
DISRUPTIONS WHICH COULD REDUCE OUR REVENUE AND HARM OUR BUSINESS, FINANCIAL
RESULTS AND REPUTATION.

     Our business is dependent on providing our customers with fast, efficient
and reliable Internet content delivery. To meet these customer requirements we
must protect our network infrastructure against damage from:

     - Human error;

     - Physical or electronic security breaches;

     - Fire, earthquake, flood and other natural disasters;

     - Power loss;

     - Sabotage and vandalism; and

     - Similar events.

                                        6
9

     Despite precautions we have taken, the occurrence of a natural disaster or
other unanticipated problems at one or more of our servers could result in
service interruptions or significant damage to equipment. We provide a FreeFlow
service guarantee that our networks will deliver Internet content 24 hours a
day, seven days a week, 365 days a year. If we do not provide this service, the
customer does not pay for our services on that day. Any widespread loss of
services would reduce our revenue, and could harm our business, financial
results and reputation.

  BECAUSE OUR INTERNET CONTENT DELIVERY SERVICE IS COMPLEX AND IS DEPLOYED IN
COMPLEX ENVIRONMENTS, IT MAY HAVE ERRORS OR DEFECTS THAT COULD SERIOUSLY HARM
OUR BUSINESS.

     Our Internet content delivery service is highly complex and is designed to
be deployed in very large and complex networks. Because of the nature of our
service, we can only fully test it when it is fully deployed in very large
networks with high traffic. As of July 31, 1999, our network consisted of 900
servers. We and our customers have from time to time discovered errors and
defects in our software. In the future, there may be additional errors and
defects in our software that may adversely affect our service. If we are unable
to efficiently fix errors or other problems that may be identified, we could
experience:

     - Loss of or delay in revenue and loss of market share;

     - Loss of customers;

     - Failure to attract new customers or achieve market acceptance;

     - Diversion of development resources;

     - Loss of credibility;

     - Increased service costs; and

     - Legal actions by our customers.

  ANY FAILURE OF OUR TELECOMMUNICATIONS PROVIDERS TO PROVIDE REQUIRED
TRANSMISSION CAPACITY TO US COULD RESULT IN INTERRUPTIONS IN OUR SERVICE.

     Our operations are dependent upon transmission capacity provided by
third-party telecommunications providers. Any failure of such telecommunications
providers to provide the capacity we require may result in a reduction in, or
termination of, service to our customers. This failure may be a result of the
telecommunications providers or Internet service providers choosing services
that are competitive with our service. If we do not have access to third-party
transmission capacity, we could lose customers or fees charged to such
customers, and our business and financial results could suffer.

  THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO
COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER
RESOURCES.

     We compete in markets that are new, intensely competitive, highly
fragmented and rapidly changing. We have experienced and expect to continue to
experience increased competition. Many of our current competitors, as well as a
number of our potential competitors, have longer operating histories, greater
name recognition and substantially greater financial, technical and marketing
resources than we do. Some of our current or potential competitors have the
financial resources to withstand substantial price competition. Moreover, many
of our competitors have more extensive customer bases, broader customer
relationships and broader industry alliances that they could use to their
advantage in competitive situations, including relationships with many of our
current and potential customers. Our competitors may be able to respond more
quickly than we can to new or emerging technologies and changes in customer
requirements. Some of our current or potential competitors may bundle their
services with other software or hardware in a manner that may discourage Web
site owners from purchasing any service we offer or Internet service providers
from installing our servers.

                                        7
10

     As competition in the Internet content delivery market continues to
intensify, new solutions will come to market. We are aware of at least one
company that is focusing significant resources on developing and marketing
products and services that will compete with Akamai. We also believe that we may
face competition from other providers of competing Internet content delivery
services, including networking hardware and software manufacturers, content
distribution providers, traditional hardware manufacturers, telecommunications
providers, software database companies, and large diversified software and
technology companies.

     Increased competition could result in:

     - Price and revenue reductions and lower profit margins;

     - Loss of customers; and

     - Loss of market share.

Any one of these could materially and adversely affect our business, financial
condition and results of operations.

  SALES TO APPLE COMPUTER REPRESENT A SIGNIFICANT PORTION OF OUR REVENUE.

     Sales of our service to Apple Computer represented approximately 75% of our
revenue for the six-month period ended June 30, 1999 and we expect that sales to
Apple Computer will represent a significant portion of our revenue for the year
ending December 31, 1999. Apple Computer has the right to terminate our
agreement on short notice if we materially breach our agreement. A significant
decline in sales to Apple Computer could reduce our revenue and cause our
business and financial results to suffer.

  IF EITHER OF OUR STRATEGIC ALLIANCES TERMINATE, THEN OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

     We entered into a strategic alliance with Apple Computer in June 1999 and
with Cisco Systems in August 1999. Under each of these agreements, we are
seeking to jointly develop technology, services and/or products with our
strategic alliance partners. We may not be successful in developing these
products. The strategic alliance with Cisco may be terminated by Cisco or us on
short notice for any reason, and the strategic alliance with Apple may be
terminated by Apple or us if the other party materially breaches the agreement.
A termination of, or significant adverse change in, our relationship with Apple
Computer or Cisco Systems could have a material adverse effect on our business.

  OUR BUSINESS WILL SUFFER IF WE ARE NOT ABLE TO SCALE OUR NETWORK AS DEMAND
INCREASES.

     We have had only limited deployment of our Internet content delivery
service to date, and we cannot be certain that our network can connect and
manage a substantially larger number of customers at high transmission speeds.
Our network may not be scalable to expected customer levels while maintaining
superior performance. In addition, as customers' usage of bandwidth increases,
we will need to make additional investments in our infrastructure to maintain
adequate downstream data transmission speeds. We cannot assure you that we will
be able to make these investments successfully or at an acceptable cost.
Upgrading our infrastructure may cause delays or failures in our network. As a
result, in the future our network may be unable to achieve or maintain a
sufficiently high transmission capacity. Our failure to achieve or maintain high
capacity data transmission could significantly reduce demand for our service,
reducing our revenue and causing our business and financial results to suffer.

  OUR BUSINESS WILL SUFFER IF WE DO NOT RESPOND RAPIDLY TO TECHNOLOGICAL
CHANGES.

     The market for Internet content delivery services is likely to be
characterized by rapid technological change, frequent new product introductions
and changes in customer requirements. We may be unable to respond quickly or
effectively to these developments. If competitors introduce products, services
or technologies better than ours or that gain greater market acceptance, or new
industry standards emerge, our service

                                        8
11

may become obsolete, which would materially and adversely affect our business,
results of operations and financial condition.

     In developing our service, we have made, and will continue to make,
assumptions about the standards that may be adopted by our customers and
competitors. If the standards adopted are different from those which we have
chosen to support, market acceptance of our service may be significantly reduced
or delayed and our business will be seriously harmed. In addition, the
introduction of services or products incorporating new technologies and the
emergence of new industry standards could render our existing service obsolete.

  IF OUR LICENSE AGREEMENT WITH MIT TERMINATES, THEN OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

     We have licensed from MIT technology covered by various patent applications
and copyrights relating to Internet content delivery technology. Some of our
technology is based in part on the technology covered by these patent
applications and copyrights. MIT may terminate the license agreement if we cease
our business due to insolvency or if we materially breach the terms of the
license agreement. A termination of our license agreement with MIT could have a
material adverse effect on our business.

  OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS FROM THIRD-PARTY CHALLENGES.

     We rely on a combination of patent, copyright, trademark and trade secret
laws and restrictions on disclosure to protect our intellectual property rights.
These legal protections afford only limited protection; competitors may gain
access to our intellectual property which may result in the loss of our
customers.

     Although we have licensed technology covered by patent applications filed
with the United States Patent and Trademark Office with respect to Internet
content delivery services, we have no patents or patent applications with
respect to our Internet content delivery service. Accordingly, neither our
technology nor technology licensed by us is covered by patents that would
preclude or inhibit competitors from entering our market. Our future patents, if
any, and patents licensed by us may be successfully challenged or may not
provide us with any competitive advantages. Moreover, although we have licensed
technology covered by international patent applications, none of our technology
is patented abroad, nor do we currently have any international patent
applications pending. We cannot be certain that any pending or future patent
applications will be granted, that any future patent will not be challenged,
invalidated or circumvented, or that rights granted under any patent that may be
issued will provide competitive advantages to us. Monitoring unauthorized use of
our service is difficult and we cannot be certain that the steps we have taken
will prevent unauthorized use of our technology, particularly in foreign
countries where the laws may not protect our proprietary rights as fully as in
the United States.

  OUR FAILURE TO INCREASE OUR REVENUE WOULD PREVENT US FROM ACHIEVING AND
MAINTAINING PROFITABILITY.

     We have never been profitable. We have incurred significant losses since
inception and expect to continue to incur losses in the future. As of June 30,
1999, we had an accumulated deficit of $10.7 million. We cannot be certain that
our revenue will grow or that we will achieve sufficient revenue to achieve
profitability. Our failure to significantly increase our revenue would seriously
harm our business and operating results. We have large fixed expenses, and we
expect to continue to incur significant and increasing sales and marketing,
product development, administrative and other expenses, including fees to obtain
access to bandwidth for the transport of data over our network. As a result, we
will need to generate significantly higher revenues to achieve and maintain
profitability. If our revenue grows more slowly than we anticipate or if our
operating expenses increase more than we expect or cannot be reduced in the
event of lower revenue, our business will be materially and adversely affected.

  THE LONG AND VARIABLE SALES CYCLES FOR OUR SERVICE MAY CAUSE REVENUE AND
OPERATING RESULTS TO VARY SIGNIFICANTLY FROM QUARTER TO QUARTER.

     A customer's decision to purchase our Internet content delivery service
involves a lengthy evaluation and testing process. As a result, our sales cycle
is likely to be lengthy. Throughout the sales cycle, we spend
                                        9
12

considerable time and expense educating and providing information to prospective
customers about the use and benefits of our service. Because of our limited
operating history and the nature of our business, we cannot predict these sales
and deployment cycles. The long sales cycles may cause our revenue and results
of operations to vary significantly and unexpectedly from quarter to quarter. If
our operating results fall below the expectations of securities analysts or
investors in some future quarter or quarters, the market price of our common
stock could be adversely affected.

  OUR HISTORICAL REVENUE RATES MAY NOT BE INDICATIVE OF FUTURE REVENUE RATES
BECAUSE THE RATES WE CHARGE FOR OUR SERVICE MAY DECLINE OVER TIME.

     We expect that our cost to obtain bandwidth capacity for the transport of
data over our network will decline over time as a result of, among other things,
the large amount of capital currently being invested to build infrastructure
providing additional bandwidth. We expect the prices we charge for data
transported over our network will also decline over time as a result of, among
other things, the lower cost of obtaining bandwidth and existing and new
competition in the markets we address. As a result, our historical revenue rates
are not indicative of future revenue based on comparable traffic volumes. If we
fail to accurately predict the decline in costs of bandwidth or, in any event,
if we are unable to sell our service at acceptable prices relative to our
bandwidth costs, or if we fail to offer additional services from which we can
derive additional revenue, our revenue will decrease and our business and
financial results will suffer.

  OUR BUSINESS AND PROSPECTS DEPEND ON DEMAND FOR AND MARKET ACCEPTANCE OF THE
INTERNET AND ITS INFRASTRUCTURE DEVELOPMENT.

     The increased use of the Internet for retrieving, sharing and transferring
information among businesses, consumers, suppliers and partners has only begun
to develop in recent years, and our success will depend in large part on
continued growth in the use of the Internet. Critical issues concerning the
commercial use of the Internet, including security, reliability, cost, ease of
access, quality of service, regulatory initiatives and necessary increases in
bandwidth availability, remain unresolved and are likely to affect the
development of the market for our service. The adoption of the Internet for
information retrieval and exchange, commerce and communications generally will
require the acceptance of a new medium of conducting business and exchanging
information. Demand for and market acceptance of the Internet are subject to a
high level of uncertainty and are dependent on a number of factors, including:

     - The growth in consumer access to and acceptance of new interactive
       technologies;

     - The development of technologies that facilitate interactive communication
       between organizations; and

     - Increases in user bandwidth.

     If the Internet as a commercial or business medium fails to develop or
develops more slowly than expected, our business and prospects will suffer.

  OUR BUSINESS WILL SUFFER IF WE DO NOT ANTICIPATE AND MEET SPECIFIC CUSTOMER
REQUIREMENTS.

     Our current and prospective customers may require features and capabilities
that our current service offering does not have. To achieve market acceptance
for our service, we must effectively and timely anticipate and adapt to customer
requirements and offer services that meet customer demands. Our failure to offer
services that satisfy customer requirements would seriously harm our business,
results of operations and financial condition.

     We intend to continue to invest in technology development. The development
of new or enhanced services is a complex and uncertain process that requires the
accurate anticipation of technological and market trends. We may experience
design, manufacturing, marketing and other difficulties that could delay or
prevent the development, introduction or marketing of new services as well as
enhancements. The introduction of new or enhanced services also requires that we
manage the transition from older services in order to minimize disruption in
customer ordering patterns and ensure that we can deliver services to meet
anticipated customer

                                       10
13

demand. Our inability to effectively manage this transition would materially
adversely affect our business, results of operations and financial condition.

  WE HAVE LIMITED SALES AND MARKETING EXPERIENCE; OUR BUSINESS WILL SUFFER IF WE
DO NOT EXPAND OUR DIRECT AND INDIRECT SALES ORGANIZATIONS AND OUR CUSTOMER
SERVICE AND SUPPORT OPERATIONS.

     We currently have limited sales and marketing experience. Our limited
experience may restrict our success in commercializing our service. Our service
requires a sophisticated sales effort targeted at a limited number of key people
within our prospective customers' organizations. This sales effort requires the
efforts of trained sales personnel. We need to expand our marketing and sales
organization in order to increase market awareness of our service to a greater
number of organizations and generate increased revenue. We are in the process of
developing our direct sales force and plan to hire additional qualified sales
personnel. Competition for these individuals is intense, and we might not be
able to hire the kind and number of sales personnel we need. In addition, we
believe that our future success is dependent upon our ability to establish
successful relationships with a variety of distribution partners. If we are
unable to expand our direct and indirect sales operations, we may not be able to
increase market awareness or sales of our service, which may prevent us from
achieving and maintaining profitability.

     Hiring personnel is very competitive in our industry because there is a
limited number of people available with the necessary technical skills and
understanding of our market. Once we hire them, they require extensive training
in our Internet content delivery service. If we are unable to expand our
customer service and support organization and train them as rapidly as
necessary, we may not be able to increase sales of our service, which would
seriously harm our business.

  OUR BUSINESS WILL SUFFER IF WE FAIL TO MANAGE OUR GROWTH PROPERLY.

     We have expanded our operations rapidly since our inception. We continue to
increase the scope of our operations and have grown our headcount substantially.
Our total number of employees grew from 35 on February 1, 1999 to 143 on August
11, 1999. In addition, we plan to continue to hire a significant number of
employees this year. This growth has placed, and our anticipated growth in
future operations will continue to place, a significant strain on our management
systems and resources. Our ability to successfully offer our service and
implement our business plan in a rapidly evolving market requires an effective
planning and management process. We expect that we will need to continue to
improve our financial and managerial controls, reporting systems and procedures,
and will need to continue to expand, train and manage our work force worldwide.
Competition for highly skilled personnel is intense, especially in the New
England area. We may fail to attract, assimilate or retain qualified personnel
to fulfill our current or future needs. Our planned rapid growth places a
significant demand on management and financial and operational resources. In
order to grow and achieve future success, we must:

     - Retain existing personnel;

     - Hire, train, manage and retain additional qualified personnel; and

     - Effectively manage multiple relationships with our customers, suppliers
       and other third parties.

Failure to do so would have a materially adverse effect on our business, results
of operations and financial condition.

     We have recently hired and plan to hire in the near future a number of key
employees and officers. To integrate into our company, these individuals must
spend a significant amount of time learning our business model and management
system, in addition to performing their regular duties. Accordingly, the
integration of new personnel has resulted and will continue to result in some
disruption to our ongoing operations. If we fail to complete this integration in
an efficient manner, our business and financial results will suffer.

                                       11
14

  WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY
CHANGING MARKET AND IF WE ARE UNABLE TO RETAIN OUR KEY EMPLOYEES, OUR ABILITY TO
COMPETE COULD BE HARMED.

     Our future success depends upon the continued services of our executive
officers and other key technology, sales, marketing and support personnel, who
have critical industry experience and relationships that we rely on in
implementing our business plan. None of our officers or key employees is bound
by an employment agreement for any specific term. We have "key person" life
insurance policies covering only the lives of F. Thomson Leighton and Daniel M.
Lewin. The loss of the services of any of our key employees could delay the
development and introduction of and negatively impact our ability to sell our
service. We face intense competition for qualified personnel, including research
and development, service and support and sales and marketing personnel.

  WE FACE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT COULD HARM OUR
BUSINESS.

     To be successful, we believe we must expand our international operations.
Therefore, we expect to commit significant resources to expand our international
sales and marketing activities. However, we may not be able to maintain or
increase market demand for our service which may harm our business. We are
increasingly subject to a number of risks associated with international business
activities which may increase our costs, lengthen our sales cycle and require
significant management attention. These risks include:

     - Increased expenses associated with marketing services in foreign
       countries;

     - General economic conditions in international markets;

     - Currency exchange rate fluctuations;

     - Unexpected changes in regulatory requirements resulting in unanticipated
       costs and delays;

     - Tariffs, export controls and other trade barriers;

     - Longer accounts receivable payment cycles and difficulties in collecting
       accounts receivable;

     - Potentially adverse tax consequences, including restrictions on the
       repatriation of earnings; and

     - The risks related to the recent global economic turbulence and adverse
       economic circumstances in Asia.

  WE FACE A NUMBER OF UNKNOWN RISKS ASSOCIATED WITH YEAR 2000 PROBLEMS.

     The year 2000 computer issue creates a variety of risks for us. The year
2000 computer problem refers to the potential for system and processing failures
of date-related data as a result of computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that have time-sensitive software may recognize a date represented as "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. The risks involve:

     - Potential warranty or other claims by our customers;

     - Errors in systems we use to run our business;

     - Errors in systems used by our suppliers;

     - Errors in systems used by our customers; and

     - Potential reduced spending by other companies on Internet content
       delivery services as a result of significant spending on year 2000
       remediation.

     We have designed our service for use in the year 2000 and beyond and
believe it is year 2000 compliant. However, our service is used in conjunction
with larger networks involving sophisticated hardware and software products
supplied by other vendors. Each of our customers' networks involves different
combinations

                                       12
15

of third-party products. We cannot evaluate whether all of their products are
year 2000 compliant. We may face claims based on year 2000 problems in other
companies' products or based on issues arising from the integration of multiple
products within the overall network. Although no claims of this kind have been
made, we may in the future be required to defend our service in legal
proceedings which could be expensive regardless of the merits of these claims.

     If our suppliers, vendors, major distributors, partners, customers and
service providers fail to correct their year 2000 problems, these failures could
result in an interruption in, or a failure of, our normal business activities or
operations. If a year 2000 problem occurs, it may be difficult to determine
which party's products have caused the problem. These failures could interrupt
our operations and damage our relationships with our customers. Due to the
general uncertainty inherent in the year 2000 problem resulting from the
readiness of third-party suppliers and vendors, we are unable to determine at
this time whether year 2000 failures could harm our business and our financial
results.

     Our customers' purchasing plans could be affected by year 2000 issues if
they need to expend significant resources to fix their existing systems to
become year 2000 compliant. This situation may reduce funds available to
purchase our service. In addition, some customers may wait to purchase our
service until after the year 2000, which may reduce our revenue.

RISKS RELATED TO LEGAL UNCERTAINTY

  WE COULD INCUR SUBSTANTIAL COSTS DEFENDING OUR INTELLECTUAL PROPERTY FROM
INFRINGEMENT OR A CLAIM OF INFRINGEMENT.

     Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, limit or interfere with our ability to
make, use or sell our service. As a result, we may be found to infringe on the
proprietary rights of others. In the event of a successful claim of infringement
against us and our failure or inability to license the infringed technology, our
business and operating results would be significantly harmed. Companies in the
Internet market are increasingly bringing suits alleging infringement of their
proprietary rights, particularly patent rights. Any litigation or claims,
whether or not valid, could result in substantial costs and diversion of
resources. Intellectual property litigation or claims could force us to do one
or more of the following:

     - Cease selling, incorporating or using products or services that
       incorporate the challenged intellectual property;

     - Obtain a license from the holder of the infringed intellectual property
       right, which license may not be available on reasonable terms; and

     - Redesign products or services.

     If we are forced to take any of the foregoing actions, our business may be
seriously harmed. Although we carry general liability insurance, our insurance
may not cover potential claims of this type or may not be adequate to indemnify
us for all liability that may be imposed.

  INTERNET-RELATED LAWS COULD ADVERSELY AFFECT OUR BUSINESS.

     Laws and regulations which apply to communications and commerce over the
Internet are becoming more prevalent. The most recent session of the United
States Congress resulted in Internet laws regarding children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations, and is currently
considering copyright legislation that may extend the right of reproduction held
by copyright holders to include the right to make temporary copies for any
reason. The law of the Internet, however, remains largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and taxation apply to the Internet. In addition, the
growth and development of the market for online commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business online. The

                                       13
16

adoption or modification of laws or regulations relating to the Internet, or
interpretations of existing law, could adversely affect our business.

  WE MAY BE SUBJECT TO REGULATION, TAXATION, ENFORCEMENT OR OTHER LIABILITIES IN
UNEXPECTED JURISDICTIONS.

     We provide our Internet content delivery service to customers located
throughout the United States and in several foreign countries. As a result, we
may be required to qualify to do business, or be subject to tax or other laws
and regulations, in these jurisdictions even if we do not have a physical
presence or employees or property in these jurisdictions. The application of
these multiple sets of laws and regulations is uncertain, but we could find we
are subject to regulation, taxation, enforcement or other liability in
unexpected ways, which could materially adversely affect our business, financial
condition and results of operations.

RISKS RELATED TO THE SECURITIES MARKETS AND THIS OFFERING

  OUR STOCK PRICE MAY BE VOLATILE.

     Prior to this offering, you could not buy or sell our common stock
publicly. An active public market for our common stock may not develop or be
sustained after this offering. The market for technology stocks has been
extremely volatile. The following factors could cause the market price of our
common stock to fluctuate significantly from the price paid by investors in this
offering:

     - The addition or departure of key Akamai personnel;

     - Variations in our quarterly operating results;

     - Announcements by us or our competitors of significant contracts, new
       products or services offerings or enhancements, acquisitions,
       distribution partnerships, joint ventures or capital commitments;

     - Changes in financial estimates by securities analysts;

     - Our sales of common stock or other securities in the future;

     - Changes in market valuations of networking, Internet and
       telecommunications companies; and

     - Fluctuations in stock market prices and volumes.

  MANAGEMENT MAY APPLY THE PROCEEDS OF THIS OFFERING TO USES THAT DO NOT
INCREASE OUR PROFITS OR MARKET VALUE.

     Our management will have considerable discretion in the application of the
net proceeds of this offering, and you will not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being used
appropriately. The net proceeds may be used for corporate purposes that do not
increase our profitability or our market value. Pending application of the
proceeds, they may be placed in investments that do not produce income or that
lose value.

  INSIDERS WILL CONTINUE TO HAVE SUBSTANTIAL CONTROL OVER AKAMAI AFTER THIS
OFFERING AND COULD LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF KEY
TRANSACTIONS, INCLUDING CHANGES OF CONTROL.

     We anticipate that the executive officers, directors and entities
affiliated with them will, in the aggregate, beneficially own approximately
     % of our outstanding common stock following the completion of this
offering. These stockholders, if acting together, would be able to influence
significantly all matters requiring approval by our stockholders, including the
election of directors and the approval of mergers or other business combination
transactions.

  PROVISIONS OF OUR CHARTER DOCUMENTS MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD
PREVENT A CHANGE IN CONTROL.

     Provisions of our amended and restated certificate of incorporation,
by-laws, and Delaware law could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders.

                                       14
17

  THERE MAY BE SALES OF A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AFTER THIS
OFFERING THAT COULD CAUSE OUR STOCK PRICE TO FALL.

     Our current stockholders hold a substantial number of shares, which they
will be able to sell in the public market in the near future. Sales of a
substantial number of shares of our common stock within a short period of time
after this offering could cause our stock price to fall. In addition, the sale
of these shares could impair our ability to raise capital through the sale of
additional stock.

  THE UNPREDICTABILITY OF OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT THE TRADING
PRICE OF OUR COMMON STOCK.

     Our revenue and operating results will vary significantly from quarter to
quarter due to a number of factors, many of which are outside of our control and
any of which may cause our stock price to fluctuate. The primary factors that
may affect us include the following:

     - Demand for Internet content delivery services;

     - The timing and size of sales of our services;

     - The timing of recognizing revenue and deferred revenue;

     - New product and service introductions and enhancements by our competitors
       and ourselves;

     - Changes in our pricing policies or the pricing policies of our
       competitors;

     - Our ability to develop, introduce and ship new products, services and
       enhancements that meet customer requirements in a timely manner;

     - The length of the sales cycle for our services;

     - Increases in the prices of the products, services, components or raw
       materials we purchase, including bandwidth;

     - Our ability to attain and maintain quality levels for our services;

     - Expenses related to testing of our services;

     - Costs related to acquisitions of technology or businesses; and

     - General economic conditions as well as those specific to the Internet and
       related industries.

     We plan to increase significantly our operating expenses to fund greater
levels of engineering and development, expand our sales and marketing
operations, broaden our customer support capabilities and develop new
distribution channels. We also plan to expand our general and administrative
functions to address the increased reporting and other administrative demands,
which will result from this offering and the increasing size of our business.
Our operating expenses are largely based on anticipated revenue trends and a
high percentage of our expenses are, and will continue to be, fixed in the short
term. As a result, a delay in generating or recognizing revenue for the reasons
set forth above, or for any other reason, could cause significant variations in
our operating results from quarter to quarter and could result in substantial
operating losses.

     Due to the above factors, we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future performance. It is
likely that in some future quarters, our operating results may be below the
expectations of public market analysts and investors. In this event, the price
of our common stock will probably fall.

                                       15
18

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will" and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of operations
or of our financial position or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control. The factors listed above in the section captioned
"Risk Factors," as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of the events described in these risk factors and elsewhere in this
prospectus could have a material adverse effect on our business, results of
operations and financial position.

                                       16
19

                                USE OF PROCEEDS

     We estimate that the net proceeds from our sale of the        shares of
common stock will be approximately $       , assuming an initial public offering
price of $     per share and after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by us. If the over-
allotment option is exercised in full, we estimate that the net proceeds will be
approximately $       .

     The principal purposes of this offering are to establish a public market
for our common stock, to increase our visibility in the marketplace, to
facilitate future access to public capital markets, to provide liquidity to
existing stockholders and to obtain additional working capital.

     We expect to use the net proceeds for anticipated working capital and
general corporate purposes. Although we may use a portion of the net proceeds to
acquire businesses, products or technologies that are complementary to our
business, we have no specific acquisitions planned. Pending such uses, we plan
to invest the net proceeds in investment grade, interest-bearing securities.

                                DIVIDEND POLICY

     We have never paid or declared any cash dividends on our common stock or
other securities and do not anticipate paying cash dividends in the foreseeable
future. We currently intend to retain all future earnings, if any, for use in
the operation of our business.

                                       17
20

                                 CAPITALIZATION

     The following table sets forth our capitalization as of June 30, 1999. The
pro forma information gives effect to the conversion of all of our outstanding
convertible preferred stock outstanding as of June 30, 1999. The pro forma as
adjusted information reflects the issuance and sale of the                shares
of common stock offered by us in this offering at an assumed initial public
offering price of $       per share. The outstanding share information excludes:

     -  5,595,550 shares of common stock issuable upon exercise of options and
        warrants outstanding as of June 30, 1999;

     -                 shares of common stock reserved for future issuance under
        our 1998 Stock Incentive Plan as of June 30, 1999;

     -  145,195 shares of Series C convertible preferred stock issuable upon
        exercise of an outstanding option as of June 30, 1999, which are
        convertible into 454,188 shares of common stock; and

     -  1,867,480 shares of Series E convertible preferred stock issued in
        August 1999, which are convertible into 1,867,480 shares of common
        stock.

     This table should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our financial
statements and accompanying notes and other financial data included elsewhere in
this prospectus.
AS OF JUNE 30, 1999
                                                             -----------------------------------
                                                                           PRO        PRO FORMA
                                                              ACTUAL      FORMA      AS ADJUSTED
                                                             --------    --------    -----------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                               (UNAUDITED)
Long-term liabilities......................................  $ 12,128    $ 12,128      $
Convertible preferred stock, $.01 par value; 10,000,000
  shares authorized:
Series A convertible preferred stock, $.01 par value;
  1,100,000 shares authorized, issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................     8,291          --           --
Series B convertible preferred stock, $.01 par value;
  1,327,500 shares authorized, issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................    20,138          --           --
Series C convertible preferred stock, $.01 par value;
  145,195 shares authorized, none issued and outstanding
  actual; none authorized, issued and outstanding pro forma
  and pro forma as adjusted................................        --          --           --
Series D convertible preferred stock, $.01 par value;
  685,194 shares authorized, issued and outstanding actual;
  none authorized, issued and outstanding pro forma and pro
  forma as adjusted........................................    12,500          --           --
Stockholders' equity (deficit):
Common stock, $.01 par value; 300,000,000 shares
  authorized, 21,542,655 shares issued and outstanding,
  actual; 37,650,502 shares issued and outstanding, on a
  pro forma basis;           shares issued and outstanding,
  on a pro forma as adjusted basis.........................       215         376
Additional paid-in capital.................................    16,247      57,015
Note receivable from officers for stock....................    (2,480)     (2,480)
Deferred compensation......................................    (8,002)     (8,002)
Accumulated deficit........................................   (10,673)    (10,673)          --
                                                             --------    --------      -------
          Total stockholders' equity (deficit).............    (4,693)     36,236           --
                                                             --------    --------      -------
          Total capitalization.............................  $ 48,364    $ 48,364      $
                                                             ========    ========      =======
18
21

                                    DILUTION

     Akamai's pro forma net tangible book value as of June 30, 1999, giving
effect to the conversion of all shares of convertible preferred stock
outstanding as of June 30, 1999 into common stock on the closing of this
offering, was approximately $35.8 million, or $0.95 per share of common stock.
Pro forma net tangible book value per share represents our tangible net worth
(tangible assets less total liabilities) divided by the 37,650,502 shares of
common stock outstanding after giving effect to the conversion of all
outstanding shares of convertible preferred stock into common stock. After
giving effect to the issuance and sale of the shares of common stock offered by
Akamai in this offering at an assumed initial public offering price of $     per
share. Akamai's pro forma net tangible book value at June 30, 1999 would have
been $          , or $          per share. The initial public offering price per
share will significantly exceed the net tangible book value per share.
Accordingly, new investors who purchase common stock in this offering will
suffer an immediate dilution of their investment of $     per share. The
following table illustrates this per share dilution:
Assumed initial public offering price per share.............           $
  Pro forma net tangible book value per share before this
     offering...............................................  $0.95
  Increase in pro forma net tangible book value per share
     attributable to new investors..........................
                                                              -----
Pro forma net tangible book value per share after this
  offering..................................................
                                                                       ------
Dilution per share to new investors.........................           $
                                                                       ======
The following table summarizes on a pro forma basis as of June 30, 1999,
giving effect to the conversion of all shares of convertible preferred stock
outstanding as of June 30, 1999 into common stock, the difference between the
number of shares of common stock purchased from Akamai, the total consideration
paid to Akamai, and the average price per share paid by existing stockholders
and by new investors. The calculation below is based on an assumed initial
public offering price of $     per share, before deduction of estimated
underwriting discounts and commissions and estimated offering expenses payable
by us:
SHARES PURCHASED      TOTAL CONSIDERATION     AVERAGE
                                              -------------------    -------------------    PRICE PER
                                               NUMBER     PERCENT    AMOUNT     PERCENT       SHARE
                                               ------     -------    ------     -------     ---------
Existing stockholders.......................                    %    $                 %     $
New investors...............................
                                              --------     -----     ------      ------
          Total.............................               100.0%    $           $100.0%
                                              ========     =====     ======      ======
The table above assumes no exercise of stock options and warrants
outstanding at June 30, 1999. As of June 30, 1999, there were options and
warrants outstanding to purchase 6,049,738 shares of common stock, including
454,188 shares of common stock issuable upon conversion of shares of Series C
convertible preferred stock, at a weighted average exercise price of $     per
share and                shares reserved for future grant or award under
Akamai's stock plans. To the extent any of these options and warrants are
exercised, there will be further dilution to new investors. To the extent all of
such outstanding options and warrants had been exercised as of June 30, 1999,
net tangible book value per share after this offering would be $          and
total dilution per share to new investors would be $          . If the
underwriters' over-allotment option is exercised in full, the number of shares
held by new investors will increase to                shares, or      % of the
total number of shares of common stock outstanding after this offering.

                                       19
22

                            SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with
Akamai's financial statements and related notes and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial data included elsewhere in this prospectus. The statement of
operations data for the period from inception (August 20, 1998) to December 31,
1998 and the six-month period ended June 30, 1999 and the balance sheet data as
of June 30, 1999 are derived from audited financial statements included
elsewhere in this prospectus. Operating results for the six-month period ended
June 30, 1999 are not necessarily indicative of the results that may be expected
for any other period or the entire year ending December 31, 1999.
PERIOD FROM INCEPTION
                                                            (AUGUST 20, 1998) TO     SIX MONTHS ENDED
                                                              DECEMBER 31, 1998       JUNE 30, 1999
                                                            ---------------------    ----------------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenue...................................................         $   --                $    404
Operating expenses:
  Cost of service.........................................             31                   1,408
  Engineering and development.............................            228                   2,053
  Sales, general and administrative.......................            435                   5,243
  Equity related compensation.............................            206                   1,339
                                                                   ------                --------
          Total operating expenses........................            900                  10,043
                                                                   ------                --------
Operating loss............................................           (900)                 (9,639)
Interest income (expense), net............................             10                    (144)
                                                                   ------                --------
Net loss..................................................           (890)                 (9,783)
Dividends and accretion to preferred stock redemption
  value...................................................             --                     295
                                                                   ------                --------
Net loss attributable to common stockholders..............         $ (890)               $(10,078)
                                                                   ======                ========
Basic and diluted net loss per share......................         $(0.12)               $  (1.07)
Weighted average common shares outstanding................          7,507                   9,446
Pro forma basic and diluted net loss per share
  (unaudited).............................................         $(0.09)               $  (0.46)
Pro forma weighted average common shares outstanding
  (unaudited).............................................          9,631                  21,207
AS OF JUNE 30, 1999
                                                              -------------------------------------
                                                                                      PRO FORMA
                                                                   ACTUAL            AS ADJUSTED
                                                              -----------------    ----------------
                                                                         (IN THOUSANDS)
                                                                                   (UNAUDITED)
BALANCE SHEET DATA:
Cash and cash equivalents...................................       $44,829
Working capital.............................................        41,602
Total assets................................................        52,627
Long-term liabilities.......................................        12,128
Convertible preferred stock.................................        40,929
Total stockholders' equity (deficit)........................       $(4,693)
20
23

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read together with our financial
statements and accompanying notes appearing elsewhere in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results may differ from those indicated in forward-looking
statements.

OVERVIEW

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users.

     Since our inception, we have incurred significant losses, and as of June
30, 1999, we had an accumulated deficit of $10.7 million. We have not achieved
profitability on a quarterly or an annual basis, and anticipate that we will
continue to incur net losses. We expect to incur significant engineering and
development and sales, general and administrative expenses and, as a result, we
will need to generate significant revenue to achieve and maintain profitability.

     We derive our revenue from the sale of our FreeFlow service under contracts
with terms typically ranging from three to 12 months. We recognize revenue based
on fees for the amount of Internet content delivered through our service. These
contracts also provide for minimum monthly fees. In the future, we may also
derive revenue from one-time implementation fees which would be recognized
ratably over the period of the related contracts.

     To date, substantially all of our revenue has been derived from customers
based in the United States. We expect that revenue from customers based outside
the United States will increase in future periods. To date, all of our revenue
has been derived from direct sales and we expect that revenue through indirect
distribution channels will increase in future periods. For the six-month period
ended June 30, 1999, one customer accounted for 75% of our revenue and one
customer accounted for 14% of our revenue.

     Cost of services consists of depreciation of network equipment used in
providing our FreeFlow service, fees paid to network providers for bandwidth and
monthly fees paid to third-party network data centers for housing our servers.
We enter into contracts for bandwidth with third-party network providers with
terms typically ranging from six months to three years. These contracts commit
us to minimum monthly fees plus additional fees for bandwidth usage above our
contracted level. Under our FreeFlow ISP program, we provide use of our servers
to smaller Internet service providers which, in turn, provide us with rack space
for our servers and access to their bandwidth. We do not recognize as revenue
any value to the Internet service providers associated with the use of our
servers and do not expense the value of the rack space and bandwidth we receive.
We believe that to date the values provided under this program have been
insignificant.

     Engineering and development expenses consist primarily of salaries and
related personnel costs and costs related to the design, development, testing,
deployment and enhancement of our service and our network. We have to date
expensed our engineering and development costs as they were incurred. We believe
that research and development is critical to our strategic product development
objectives and intend to enhance our technology to meet the changing
requirements of the market demand. As a result, we expect our engineering and
development expenses to increase in the future.

     Sales, general and administrative expenses consist primarily of salaries
and related costs of sales and marketing, operations and finance personnel and
recruiting expenses, professional fees and legal and accounting services. We
expect that sales, general and administrative expenses will increase in the
future as we hire additional personnel, expand our operations domestically,
initiate additional marketing programs, establish sales offices in new locations
and incur additional costs related to the growth of our business and our
operations as a public company.

                                       21
24

RESULTS OF OPERATIONS

PERIOD FROM INCEPTION (AUGUST 20, 1998) THROUGH DECEMBER 31, 1998 AND THE
SIX-MONTH PERIOD ENDED JUNE 30, 1999

     Revenue.  We recorded no revenue for the period from inception (August 20,
1998) to December 31, 1998. Revenue was $403,900 for the six months ended June
30, 1999. The increase in revenue was due to sales of our FreeFlow service,
which was commercially introduced in April 1999.

     Cost of Service.  Cost of service expenses were $30,600 for the period from
inception (August 20, 1998) to December 31, 1998 and represented 3.4% of total
operating expenses in fiscal 1998. Cost of service expenses were $1.4 million
for the six months ended June 30, 1999 and represented 14.0% of total operating
expenses for the six months ended June 30, 1999. The increase in cost of service
expenses was due to the commencement of testing of our FreeFlow service in early
1999 and commercial introduction of our FreeFlow service in April 1999.

     Engineering and Development.  Engineering and development expenses were
$228,600 for the period from inception (August 20, 1998) to December 31, 1998
and represented 25.4% of total operating expenses in fiscal 1998. Engineering
and development expenses for the six months ended June 30, 1999 were $2.1
million and represented 20.4% of total operating expenses for the six months
ended June 30, 1999. The period-to-period increases were primarily due to
increased costs associated with a significant increase in personnel and payroll
and other related expenses.

     Sales, General and Administrative.  Sales, general and administrative
expenses were $435,300 for the period from inception (August 20, 1998) to
December 31, 1998 and represented 48.4% of total operating expenses in fiscal
1998. Sales, general and administrative expenses for the six months ended June
30, 1999 were $5.2 million and represented 52.2% of total operating expenses for
the period. The period-to-period increase reflects the increase in sales,
general and administrative personnel and payroll and other related expenses as
well as expenses necessary to support and scale our operations.

     Equity Related Compensation.  Equity related compensation expenses consist
of the amortization of deferred stock compensation resulting from the grant of
stock options or shares of restricted stock at exercise or sale prices
subsequently deemed to be less than the fair value of the common stock on the
grant date. At June 30, 1999, deferred stock compensation, which is a component
of stockholders' equity, was $8.0 million. This amount is being amortized
ratably over the vesting periods of the applicable stock options and restricted
shares, typically four years, with 25% vesting on the first anniversary of the
grant date and the balance vesting 6.25% quarterly thereafter. We expect to
incur equity related compensation expense of at least $1.8 million in 1999, $2.9
million in 2000 and $2.6 million in 2001.

     Interest Income (Expense), Net.  Interest income (expense), net was $9,600
and ($144,000) for the period from inception (August 20, 1998) through December
31, 1998 and the six months ended June 30, 1999, respectively. Interest income
(expense), net consists of interest earned on our cash equivalent balances and
short-term investments, net of interest expense, and decreased during the six
months ended June 30, 1999 due to the issuance of the senior subordinated notes
and borrowings for the purchase of equipment.

NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS.

     As of June 30, 1999, we had approximately $7.0 million of state and federal
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income. Such net operating loss carryforwards begin to expire in
2019, to the extent that they are not utilized. We have not recognized any
benefit from the future use of loss carryforwards since inception. Management's
evaluation of all the available evidence in assessing realizability of the tax
benefits of such loss carryforwards indicates that the underlying assumptions of
future profitable operations contain risks that do not provide sufficient
assurance to recognize the tax benefits currently. The net operating loss
carryforwards could be limited in future years if there is a significant change
in our ownership.

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LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we have financed our operations primarily through private
sales of our capital stock and issuance of senior subordinated notes totaling
approximately $55.6 million in net proceeds through June 30, 1999. We have also
financed our operations through borrowings on long-term debt agreements for the
purchase of capital equipment in the amount of $1.5 million. At June 30, 1999,
cash, cash equivalents and short-term investments totaled $45.1 million.

     Cash provided by (used in) operating activities was $1,600 for the period
from inception (August 20, 1998) to December 31, 1998 and $(5.4) million for the
six months ended June 30, 1999. Net cash flows from operating activities in each
period reflect increasing net losses and to a lesser extent receivables and
prepaid expenses offset in part by increased accounts payable and accrued
expenses.

     Cash used in investing activities was $1.7 million for the period from
inception (August 20, 1998) to December 31, 1998 and $5.3 million for the six
months ended June 30, 1999. Net cash used for investing activities in each
period reflect purchases of property and equipment, primarily computers and
servers for deployment and expansion of our network.

     Cash provided by financing activities was $8.3 million for the period from
inception (August 20, 1998) through December 31, 1998 and $48.9 million for the
six months ended June 30, 1999. Cash provided by financing activities for these
periods was derived primarily from private sales of convertible preferred stock
and the issuance of 15% senior subordinated notes. We have an equipment line of
credit aggregating $1.5 million, collateralized by the property and equipment
which bears interest at the current 36 month treasury yield plus 275 basis
points, with a minimum interest rate of 7.0%. At June 30, 1999, approximately
$1.5 million was outstanding under this line of credit.

     We believe that the net proceeds from this offering, together with our
current cash, cash equivalents and marketable securities, will be sufficient to
meet our anticipated cash needs for working capital and capital expenditures for
at least the next 12 months. If cash generated from operations is insufficient
to satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities. If additional funds are raised through the issuance of debt
securities, these securities could have rights, preferences and privileges
senior to those accruing to holders of common stock, and the term of this debt
could impose restrictions on our operations. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders, and we cannot be certain that additional financing will be
available in amounts or on terms acceptable to us, if at all. If we are unable
to obtain this additional financing, we may be required to reduce the scope of
our planned technology, services or product development and sales and marketing
efforts, which could harm our business, financial condition and operating
results.

YEAR 2000 COMPLIANCE

     Impact of Year 2000 Computer Problem.  The year 2000 computer problem
refers to the potential for system and processing failures of date-related data
as a result of computer-controlled systems using two digits rather than four to
define the applicable year. For example, computer programs that have
time-sensitive software may not recognize a date represented as "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculation causing disruptions of operations, including among other things,
a temporary inability to process transactions, send invoices or engage in
similar normal business activities.

     State of Readiness of our Service.  We have designed our network and our
service for use in the year 2000 and beyond and believe our network and service
are year 2000 compliant. We are in the process of testing our network and our
service for year 2000 compliance and plan to complete this testing before
November 1999. However, our network is generally integrated into larger networks
involving sophisticated hardware and software products supplied by other
vendors. Each of our customers' networks involves different combinations of
third party products. We cannot evaluate whether all of their products are year
2000 compliant. We may face claims based on year 2000 problems in other
companies' products or based on issues arising from the integration of multiple
products within the overall network. Although no such claims have

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been made against us, we may in the future be required to defend our service in
legal proceedings which could be expensive regardless of the merits of such
claims.

     State of Readiness of our Internal Systems.  Our business may be affected
by year 2000 issues related to noncompliant internal systems developed by us or
by third-party vendors. Our material third-party vendors have stated that they
are, or expect to be, year 2000 compliant in a timely manner. We are not
currently aware of any year 2000 problem relating to any of our material
internal systems. We are in the process of testing all such systems for year
2000 compliance and plan to complete this testing before November 1999. We do
not believe that we have any significant systems that contain embedded chips
that are not year 2000 compliant. Our internal operations and business are also
dependent upon the computer-controlled systems of third parties such as our
suppliers, customers and other service providers. We believe that, absent a
systemic failure outside our control, such as a prolonged loss of electrical or
telephone service, year 2000 problems at third parties such as manufacturers,
suppliers, customers and service providers will not have a material impact on
our operations. If our manufacturers, suppliers, vendors, partners, customers
and service providers fail to correct their year 2000 problems, these failures
could result in an interruption in, or a failure of, our normal business
activities and services. If a year 2000 problem occurs, it may be difficult to
determine which party's products have caused the problem. These failures could
interrupt our operations and damage our relationships with our customers. Due to
the general uncertainly inherent in the year 2000 problem resulting from the
readiness of third-party manufacturers, suppliers and vendors, we are unable to
determine at this time whether year 2000 failures could harm our business and
our financial results. Our customers' purchasing plans could be affected by year
2000 issues if they need to expend significant resources of fix their existing
systems to become year 2000 compliant. This situation may reduce funds available
to purchase our products.

     Risks.  The failure of our internal systems to be year 2000 compliant could
temporarily prevent us from providing service to our customers, issuing invoices
and developing products and services and could require us to devote significant
resources to correct such problems. Due to the general uncertainty inherent in
the year 2000 computer problem, which results from the uncertainty of the year
2000 readiness of third-party suppliers and vendors, we are unable to determine
at this time whether the consequences of year 2000 failures will have a material
impact on our business, results of operations or financial condition.

     To date, we have incurred expenses of approximately $130,000 in connection
with our efforts to become year 2000 compliant and do not anticipate that any
future costs associated with our year 2000 remediation efforts will be material.

MARKET RISK

     Akamai does not use derivative financial instruments. We generally place
our marketable security investments in high credit quality instruments,
primarily U.S. Government obligations and corporate obligations with contractual
maturities of less than one year. We do not expect any material loss from our
marketable security investments and therefore believe that our potential
interest rate exposure is not material.

RECENT ACCOUNTING PRONOUNCEMENT

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities," which establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and for hedging activities.
We will adopt SFAS No. 133 as required by SFAS No. 137, "Deferral of the
Effective Date of the FASB Statement No. 133," in fiscal year 2001. We do not
expect the adoption of SFAS No. 133 to have an impact on our financial condition
or results of operations.

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                                    BUSINESS

OVERVIEW

     We provide a global Internet content delivery service that improves Web
site speed and reliability and protects against Web site crashes due to demand
overloads. Our FreeFlow service, which we sell to Global 2000 and
Internet-centric businesses, delivers our customers' Web content through a
worldwide server network by locating the content geographically closer to their
users. Using software that is based on our proprietary algorithms, we monitor
Internet traffic patterns and deliver our customers' content by the most
efficient route. Our service is easy to implement and does not require our
customers or their Web site visitors to make any hardware or software
modifications. Using our FreeFlow service, our customers have been able to more
than double the speed at which they deliver content to their users and, in some
instances, have been able to improve speeds by ten times or more.

     Our technology originated from research that our founders began developing
at the Massachusetts Institute of Technology in 1995. We introduced our FreeFlow
service commercially in April 1999. As of July 31, 1999, we had 900 Akamai
servers deployed in 15 countries across 25 telecommunications networks,
providing our customers with a guaranteed global Internet content delivery
service. Our customers, which operate many of the most trafficked Web sites,
include Apple Computer, CNN Interactive, Discovery Channel Online, Infoseek, J.
Crew.com, The Motley Fool and Yahoo!.

INDUSTRY BACKGROUND

     The Internet has emerged as a global medium for commerce and
communications. International Data Corporation estimates that there were
approximately 142 million users of the Internet at the end of 1998 and that the
number of users will grow to 502 million by the end of 2002. The growth in the
number of users, together with the wealth of content and information available
on the Internet, have led to sharp increases in the daily traffic volume of Web
sites. Media Metrix estimated that the number of unique visitors to the top 25
Web sites increased from 224 million in June 1998 to 330 million in June 1999.

     The ability of a Web site to attract users is in part based on the richness
of its content. Increasingly, Web site owners want to enhance their content by
adding graphics, such as photographs, images and logos, as well as deploying
newer technologies, such as video and audio streaming, animation and software
downloads. While richer content attracts more visitors, it also places
increasing demands on the Web site to deliver the content quickly and reliably.
As a result, Web site owners frequently elect to constrain the amount of rich
content on their Web sites, thus sacrificing the quality of the user experience
to maintain minimally acceptable performance levels.

     The Internet was not originally designed to provide a rich multimedia
environment for individual Web site visitors. Since its origins as a United
States Department of Defense research project, the Internet has evolved into an
aggregation of many networks, each developed and managed by different
telecommunications service providers. As a result, the Internet lacks the
ability to manage traffic between disparate networks to find the optimal route
to deliver content. Congestion or transmission blockages significantly delay the
information reaching the user. The storage of Web site information in central
locations further complicates Internet content delivery. As the volume of
information requested on a Web site increases, large quantities of repetitive
data traverse the Internet from that central location.

     The combination of richer content and increasing volumes of Web site
visitors can significantly lengthen the time required for a user to download
information from a site and may cause the site to crash. These performance
problems are exacerbated during peak demand times, such as a breaking news
event, the release of an on-line movie trailer, the first day of ticket sales
for a hit film, an on-line special event or sudden demand for a new software
release. Because it is typically not cost-effective for a Web site to design its
infrastructure to handle relatively infrequent periods of "flash" or sudden
demand, periods of peak network traffic and surges in traffic volumes often
overwhelm the capacity of the site, causing long delays or complete site
outages. Delays and site crashes often cause user frustration and
disappointment. Jupiter Communications found that in June 1999, if response
times at a particular Web site did not meet Internet users' expectations, 37% of
those
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users visited a substitute Web site to meet their needs. For 24% of users, the
decision to use an alternative Web site was permanent.

     While various products and services have been developed to address
performance problems, they generally do not address the fundamental
architectural limitations of the Internet. For example, caching is a hardware
and/or software solution sold to Internet service providers to help them improve
network performance by placing electronic copies of selected Internet content on
geographically distributed servers on their own network. Caching is not,
however, designed to address the needs of Web site owners, and in particular to
deliver their content with high performance and reliability across the multiple
networks that comprise the Internet. Outsourcing Web server management to
hosting companies enables Web sites to add server capacity as needed and
increase server reliability. However, hosting does not address the transmission
disruption problems that can arise as data leave the hosting company's servers
and traverse the public network to the user. Broadband services are being
deployed to increase the speed of a user's connection to the Internet,
addressing the problems that occur in what is commonly known as the "last mile."
While these services increase bandwidth in the last mile, they do not address
the content delivery problems that occur when congestion overwhelms a Web site
or specific points across the Internet.

     To serve the increasing volumes of traffic on the Internet and, at the same
time, enhance the user experience with increased graphic, video and audio
content, Web sites require content delivery services that can provide rich
content to users, enhance Web site response times and avoid delays and outages
caused by peak demand and public network congestion. These services must be not
only fast, reliable and easy to implement, but also capable of delivering rich
content that is continually updated. In addition, these services may be
cost-effective to the customer only if they do not require significant capital
or labor expenditures and can be implemented at a cost that is based on actual
usage.

THE AKAMAI SOLUTION

     Akamai provides a content delivery service that allows Web sites to
accelerate the delivery of content to Internet users, improve reliability and
handle peak crowds. To use our service, customers identify and tag portions of
their Web site content that require significant amounts of bandwidth, such as
advertising banners, icons, graphics and software downloads. These tagged items
are delivered over our server network. When users request this content, which we
call "Akamaized" content, our FreeFlow service routes the request to the server
that is best able to deliver the content most quickly based on the geographic
proximity, performance and congestion of all available servers on our network.
Our network has the following capabilities:

     - Real-time Internet monitoring, which enables our servers to monitor in
       real-time the performance of our network and communicate the information
       to other servers in our network;

     - Dynamic server load management, which enables each server to react to
       Internet and server congestion, overloads and outages and respond by
       rerouting traffic around problems; and

     - Internet user connection management, which enables each server to map the
       geographic location of users so that content is delivered to each user
       from our most efficient server.

These capabilities enable our global network to provide delivery of Web content
through the optimal route without relying on any central point of control.

     The key benefits of our solution include:

     Faster Content Delivery.  FreeFlow can more than double the speed at which
Web sites can deliver Web content to Internet users and, in some cases, has
improved speeds by ten times or more. In addition, by using our service,
customers can deliver more graphics, video, audio, animation, software downloads
and other rich content without compromising the performance of their Web sites.
The ability to improve the speed of a Web site and increase the use of rich
content can result in an enhanced user experience and longer Web site visits,
which can translate into greater advertising and e-commerce revenue for our
customers.

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     Superior Reliability.  The underlying technology in our FreeFlow service
enables us to monitor the performance of our global network 24 hours a day,
seven days a week, 365 days a year. We route traffic around network bottlenecks
or outages, delivering content in an optimal manner while avoiding delays and
downtime.

     Peak Demand Protection.  Traditional Web site architectures support a
finite number of users. It is costly to upgrade Web sites to accommodate
sporadic peak demand. Our service enables a customer to use the extensive
capacity of our global server network and thus eliminate the need for a Web site
to incur significant capital or labor expenditures to design an infrastructure
to handle peak demand.

     Global Reach.  We have implemented our service on our global network of
over 900 servers deployed in 15 countries across 25 telecommunications networks.

     Compelling Cost Proposition.  Our customers can use our service without any
up-front investment in hardware or software. We offer our service under
pay-for-use contracts based on the amount of Internet content delivered. To
further reduce costs, our customers receive volume discounts as their usage
increases. We thus provide our customers with a scalable approach to content
delivery without the capital investment and increasing cost per user typically
associated with equipment-based alternatives.

     Ease of Implementation.  Our service forms a transparent layer on the
Internet between our customer's Web site and visitors accessing that site.
Through our easy-to-use FreeFlow Launcher software, our customers can quickly
tag the objects to be delivered over our network and begin to implement our
service. Customers can continuously update or modify their Web site content
without affecting site performance. Moreover, our service does not require that
the customer modify its computer hardware or software.

STRATEGY

     Our goal is to capitalize on our proprietary technology and leading market
position to establish a new industry standard for the delivery of Web content to
Internet users. To accomplish this goal, we are pursuing a strategy built on the
following initiatives:

     Target Leading Web Sites Across a Broad Spectrum of Internet
Categories.  We commercially introduced our FreeFlow service in April 1999 and
have attracted as customers three of the world's top six most heavily trafficked
Web sites, as reported by Media Metrix for June 1999. We are seeking to further
extend our penetration into leading Web sites across a broad spectrum of
Internet categories, including media, entertainment, financial services and
e-commerce. We are expanding our direct sales force to target Web sites in these
categories. We are also developing partner programs with companies that have
influence with Web site owners, such as Web design firms and systems integrators
who can promote our service to their customers.

     Further Expand Our Worldwide Network.  We plan to continue to expand our
network to increase capacity and improve performance. By adding servers, we can
increase the number of routes through which we can deliver Web content and thus
shorten the distance between our servers and Internet users. We have a
three-part strategy for expanding our network. First, we are placing our servers
in secure data centers served by Internet service providers that provide us with
bandwidth to deliver content from our servers to Internet users. Second, through
our FreeFlow ISP program, we provide use of our servers to smaller Internet
service providers who, in turn, provide us with rack space for our servers and
bandwidth to deliver content. Finally, we are planning to expand our network by
integrating our technology with network infrastructure products such as routers
and switches, to facilitate implementation of our service by Internet service
providers.

     Establish Akamai as a Leading Brand for Content Delivery.  We plan to
establish Akamai as the industry standard for providing Internet content
delivery. We intend to promote our brand to create strong penetration among all
top Internet content providers. We believe that this strong brand awareness,
combined with our existing global network of servers and customer base of
leading Internet-centric companies, will help to create a competitive advantage
in our market.

     Extend Our World-Class Technology Leadership.  We believe that Akamai has
established a reputation as a technological leader in Internet content delivery.
We plan to continue to enhance our current technologies, and develop new
technologies, that can improve the performance and reliability of our network

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and expand the features and benefits that we can offer through our service. We
intend to leverage our technology to introduce innovative services and products
that take advantage of our worldwide network and our distributed computing
services capacity. To maintain our technological leadership, we plan to continue
to invest significant time and resources in recruiting computer scientists,
engineers and software developers with expertise in the areas of mathematics,
computer science and networking.

     Leverage Our Services Model.  We are creating a business model that will
generate a stream of recurring revenues, while maintaining relatively low
capital and bandwidth costs. We believe that we can maintain relatively low
capital costs because our service is based on software that runs on low cost,
off-the-shelf servers and we use the existing network infrastructure of
telecommunications providers instead of building our own fiber- or
satellite-based network infrastructure. In addition, we believe that we can
maintain relatively low bandwidth costs because we buy in large volumes and our
costs are based primarily on usage levels. Our recurring revenue model is based
on offering services to our customers that provide for payment based on the
amount of Internet content delivered through our service. As a result, our
revenue base has the potential to grow as the number of Internet users
increases, as these users access the Internet more often and for longer periods,
and as more Web sites incorporate richer content. We believe that the relatively
low capital costs required to build and maintain our network, together with the
relatively low costs that we are required to pay for bandwidth used on our
network, should enable us to leverage this recurring revenue base.

     Build Strategic Alliances to Strengthen Market Position.  We intend to
continue to develop strategic alliances with other Internet-related companies to
accelerate market acceptance of our services. To date, we have entered into two
major strategic alliances. In June 1999, we entered into a strategic alliance
with Apple Computer to integrate Apple's QuickTime TV network, QuickTime 4
Player and QuickTime Streaming Server with our global Internet content delivery
service. In August 1999, we entered into a strategic alliance with Cisco Systems
to, among other things, integrate Akamai technology with Cisco's networking
products. We will continue to pursue select relationships with other Internet
technology providers, Internet hosting companies, Internet service providers,
Web site developers and systems integrators. We believe these relationships will
accelerate the proliferation of our technology and services, increase our brand
recognition and improve access to our target customer base.

FREEFLOW SERVICE

  SERVICE

     Our FreeFlow service provides for the delivery of Web site content to
Internet users. When implementing our FreeFlow service, our customers select
bandwidth intensive portions of their Web sites, such as complex graphics,
advertisements, logos, software downloads and pictures, which are delivered to
users over our network. In the near future, we plan to introduce commercially a
service that will enable the delivery of streaming audio and video over our
network.

     FreeFlow customers pay only for the Internet content delivered through our
service. Monthly usage charges are based on megabits per second of content
delivered. Customers commit to pay for a minimum usage level over a fixed
contract term, and pay additional fees when usage exceeds this commitment.
Monthly prices currently begin at $1,995 per megabit per second, with discounts
available for volume usage.

     Our FreeFlow service is backed by Akamai's 100% proof-of-performance
guarantee. Through our guarantee we promise that:

     - Our service will deliver content 24 hours a day, seven days a week, 365
       days a year;

     - Our service will deliver content faster than the customer can do it
       itself;

     - If we fail to deliver on any day, the customer does not pay for the
       service for that day.

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  TECHNOLOGY

     The FreeFlow service incorporates the following Akamai technologies:

     Akamaized URLs.  Akamai's technology changes the way in which content on a
Web page is delivered to an Internet user without interrupting the normal data
flow. Normally, when a user clicks on any Web page, the Web site returns a
Hypertext Markup Language, or HTML, text file containing text and formatting
instructions which the browser uses to display the page. This text file also
contains the Universal Resource Locators, or URLs, of non-text objects on the
page, such as photographs, banner advertisements, graphics and software
downloads.

     Akamai's customers identify which of their Web objects are to be delivered
over Akamai's network. The customer then runs a software utility provided by
Akamai, called FreeFlow Launcher, which searches for the URLs of the selected
objects and tags them with a special code. We refer to this tagged content as
"Akamaized" content. This modification transforms each URL for Akamaized content
into an "ARL," or Akamai Resource Locator. The result is that when a user's
browser downloads an HTML file containing ARLs of Web objects for that page, the
browser is automatically pointed to Akamai's network to retrieve those objects.
Our process does not require any modification to the browser or other personal
computer configuration changes. While Akamai can serve the HTML as well as the
objects embedded in it, our customers typically choose to serve the HTML
themselves to maintain direct contact with the user. Thus, even while users are
receiving Akamaized content from our servers, our customers can continue to
count Web site visitors, track user demographics and dynamically assemble Web
page content, including the insertion of targeted advertising and other
personalized content.

     Domain Name Servers.  The Internet relies on a distributed hierarchical
database, called the Domain Name System, or DNS, to translate Web site names
into numerical Internet Protocol, or IP, addresses. Akamai employs tiers of DNS,
or name, servers that interact seamlessly with the Internet's standard DNS
servers and intelligently direct a user's request for Web site content toward
the most efficient Akamai server to deliver the requested content. When an
Internet user requests a page containing Akamaized content, the user's browser
asks a Domain Name Server to find an IP address for the Akamai network. The DNS
automatically directs the query to one of Akamai's top-level DNS servers rather
than to the central Web site. The Akamai top-level DNS servers use proprietary
mapping software to determine the approximate location of the user in the
Internet. The top-level DNS server then refers the user's request to an Akamai
low-level DNS server that is responsible for traffic near the user. The
low-level DNS server then answers with the IP addresses of a group, or "region,"
of Akamai servers that can deliver the desired content to the user most quickly
and reliably based on the geographic proximity, load and availability of all
servers on the network. The low-level DNS servers use up-to-the-second
information about Internet and server conditions to make the best routing
decision for each user.

     Server Load Management.  Once Akamai's servers determine the optimal region
for serving content to a user at a given moment, a simple process for selecting
an individual server for such delivery would be to "round-robin" all requests to
each content server in that region. However, such an approach would require that
all objects reside on every content server, resulting in poor use of system
resources and poor load balancing. Instead, Akamai uses proprietary algorithms
to balance the loads of all servers within each region and ensure that objects
reside in the minimum number of servers required to deliver optimal performance.

     Real-Time Monitoring.  Akamai's FreeFlow service performs real-time
monitoring of its own servers and of the Internet to make certain that content
is delivered to users with the best performance and reliability. A key design
principle of Akamai's system is the use of distributed control. Therefore, if
any computer, data center or portion of the Internet fails, the FreeFlow service
will continue operating.

     FreeFlow constantly monitors the performance of connections between various
locations around the Internet and our regions. We use numerous types of network
information to determine the performance of these connections. The result is a
"map" of the optimal Akamai region for each location at that point in time.
Akamai rebuilds this map periodically to reflect changing conditions.

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     Real-time monitoring also ensures reliability. A region is suspended if the
data center in which Akamai's servers are located fails or is performing poorly.
However, even when this disruption occurs, the FreeFlow service continues to
function. To ensure fault tolerance, Akamai deploys back-up low-level DNS
servers in each region that physically reside in separate data centers. These
back-up DNS servers automatically direct users to servers in alternate regions
unaffected by the remote outage.

     To ensure reliability against the failure of an individual server, each
server is assigned a "buddy" server within a region. Buddy servers query one
another every second to sense all failures. If a server's buddy does not respond
to a query, that server takes over its buddy's IP address and serves all content
requested of the buddy.

STRATEGIC ALLIANCES

     We have strategic alliances with Apple Computer and Cisco Systems and
intend to enter into additional strategic alliances with leading technology
companies to accelerate market acceptance of our services. We believe strategic
alliances can accelerate market acceptance of our technology and services,
increase our brand recognition and improve access to our target customer base.

  APPLE COMPUTER

     In June 1999, we entered into a strategic alliance with Apple Computer to
improve the delivery of streaming media over the Internet. Under the agreement,
we will integrate our global Internet content delivery service and Apple's
QuickTime TV network, QuickTime 4 Player and QuickTime Streaming Server. The
combined technologies are designed to give Apple Macintosh and Microsoft Windows
users worldwide access to fast, reliable, high-resolution streaming services
through e-commerce, media and other Web sites.

     Under the terms of the strategic alliance, we have agreed to be the
exclusive network provider to Apple for QuickTime TV. Apple has also designated
us as the preferred network provider to Apple customers developing streaming
QuickTime content.

     Apple purchased shares of our Series D convertible preferred stock for an
aggregate purchase price of approximately $12.5 million in June 1999.

  CISCO SYSTEMS

     In August 1999, we entered into a strategic alliance with Cisco Systems to
enhance and jointly develop new content routing, switching and caching
technologies to improve the performance of Internet content delivery. Under the
strategic alliance, Cisco and Akamai have agreed to jointly develop protocols
and algorithms designed to enhance content-based routing and switching
technologies within Cisco's infrastructure to optimize our Internet content
delivery service. In addition, Cisco has agreed to integrate our Internet
content delivery technology into its networking technology. We have also agreed
to explore new technologies to enable next-generation switching designed to
dynamically adapt to changing network conditions.

     Cisco purchased shares of our Series E convertible preferred stock for an
aggregate purchase price of approximately $49.0 million in August 1999.

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CUSTOMERS

     We introduced our FreeFlow service commercially in April 1999. Our customer
base spans a broad spectrum of Internet categories. The following is a
representative list of our customers.
INTERNET-CENTRIC
Infoseek
Looksmart
Yahoo!
MEDIA, ENTERTAINMENT & TECHNOLOGY
Apple Computer
Artisan Entertainment
CNN Interactive
Discovery Channel Online
Hard Rock Hotel
Paramount Digital Entertainment
Sportsline USA
E-COMMERCE
Furniture.com
HomePortfolio.com
J.Crew.com
Wrenchead.com
FINANCIAL SERVICES
CCBN
Gomez.com
The Motley Fool
SALES, SERVICE AND MARKETING

     We currently sell our service primarily through a direct sales force. Our
plan is to continue to pursue heavily trafficked Web sites through our direct
sales force and to penetrate other markets through indirect distribution
channels. As of August 11, 1999, we had 12 employees in our sales and
distribution organization. Currently our sales force is actively targeting
primarily domestic companies, focusing on the 300 Web sites that have the
greatest number of visitors, Fortune 100 companies and Global 2000 companies
with large operations in the United States.

     In addition to our direct sales efforts, we are developing our partner
program with design and system integration firms and consultants. We encourage
these partners to recommend the Akamai solution to their customers as part of
their design, integration and consulting work for those customers. As of August
11, 1999, we had three employees in our partner program group.

     Our technical consulting group directly supports our sales and distribution
efforts by providing technical consulting and integration assistance to our
current and prospective customers. As of August 11, 1999, we had 12 employees in
our technical consulting group.

     We believe that a high level of customer service and support is critical to
the successful marketing and sale of our products and services. We are building
a comprehensive service and support organization to meet the needs of our
customers. As of August 11, 1999, we had six employees in our customer service
and support organization. We are seeking to hire additional customer service and
support personnel as our customer base grows and as we introduce new products
and services.

     To support our sales efforts and actively promote the Akamai brand name, we
conduct comprehensive marketing programs. Our marketing strategies include an
active public relations campaign, print advertisements, online advertisements,
trade shows, strategic partnerships and on-going customer communications
programs. We focus our marketing efforts on business and trade publications,
online media outlets, industry events and sponsored activities. We participate
in a variety of Internet, computer and financial industry conferences and
encourage our officers and employees to pursue speaking engagements at these
conferences. As of August 11, 1999, we had 10 employees in our marketing
organization.

NETWORK DEPLOYMENT

     As of July 31, 1999, our network was comprised of 900 servers in 15
countries across 25 telecommunication networks. Some of the telecommunications
networks across which Akamai servers are deployed include: AboveNet
Communications, AT&T, Digex, Exodus Communications, GTE Internetworking,
interNode

                                       31
34

networks, Korea Telecom, Level 3 Communications, OzEmail Limited, Pacific
Internet, PSINet, UUNET Technologies, Verio, VisiNet and WonderNet.

     Most of our servers are currently deployed in secure data centers served by
major domestic and international Internet service providers. These Internet
service providers provide bandwidth to deliver content from our servers to
Internet users.

     We also deploy our servers at smaller and medium-sized domestic and
international Internet service providers through our FreeFlow ISP program. Under
this program, we offer use of our servers to Internet service providers. In
exchange, we do not pay for rack space to house our servers or bandwidth to
deliver content from our servers to Internet users. By hosting Akamai servers,
Internet service providers obtain access to popular content from the Internet
that is served from the Akamai network. As a result, when this content is
requested by a user, the Internet service provider does not need to pay for the
bandwidth otherwise necessary to retrieve the content from the originating Web
site.

     We are planning to expand our network by integrating our technology with
networking and other network infrastructure products, such as routers and
switches, to facilitate implementation of our service by Internet service
providers.

RESEARCH AND DEVELOPMENT

     Akamai's beginnings trace to a challenge that Tim Berners-Lee, the inventor
of the World Wide Web, posed to his colleagues at MIT in early 1995 to invent a
fundamentally new and better way to deliver Internet content to users. F.
Thomson Leighton, an MIT Professor of Applied Mathematics and founder of Akamai,
recognized that a solution to Web congestion could be found in applied
mathematics and algorithms. Dr. Leighton believed that algorithms could be used
to create a network of distributed servers that could communicate as a system
and could deliver content without depending on a centralized controlling core.
Dr. Leighton, together with Daniel Lewin, one of his graduate students at MIT,
and several other researchers with expertise in computer science and data
networking, undertook the development of the mathematical algorithms necessary
to handle the dynamic routing of content.

     We believe that strong product and service development capabilities are
essential to enhancing our core technologies, developing new applications for
our technology and maintaining our competitiveness. We have invested and intend
to continue to invest a significant amount of human and financial resources in
Akamai's research and development organization.

     As of August 11, 1999, we had 47 employees devoted to our research and
development efforts. Our research and development organization is comprised of
the following groups:

     - The server group, which develops and maintains the server software used
       in our FreeFlow service;

     - The mapping group, which develops techniques for monitoring and routing
       Internet traffic;

     - The performance analysis group, which develops tools to test and monitor
       the performance of systems;

     - The graphic user interface group, which builds programs that allow our
       customers and network operations center personnel to graphically view the
       status and performance of our network in real time; and

     - The algorithm design and implementation groups, which design and
       implement the algorithms that operate our FreeFlow service and its
       derivative technologies.

     We are focusing our research and development efforts on enhancing our
FreeFlow service and building on our technology for our new services under
development, including streaming media. From our inception in August 1998
through June 30, 1999, our engineering and development expenses were
approximately $2.3 million. We expect to continue to commit significant
resources to research and development in the future. To date, all engineering
and development expenses have been expensed as incurred.

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35

COMPETITION

     The market for Internet content delivery services is new, rapidly evolving
and intensely competitive. We expect competition to increase both from existing
competitors and new market entrants for various components of our service. We
compete primarily on the basis of:

     - Performance of our service, including speed of delivery, reliability,
       peak crowd protection, and global content delivery capabilities;

     - Ease of implementation and use of our service;

     - Types of content delivered; and

     - Price.

     We compete primarily with companies offering products and services that
address Internet performance problems, including companies that provide Internet
content delivery services, streaming content delivery services and
equipment-based solutions to Internet performance problems, such as load
balancers and server switches.

     Our competitors may be able to respond more quickly than we can to new or
emerging technologies and changes in customer requirements. Some of our current
or potential competitors may bundle their products with other software or
hardware in a manner that may discourage Web site owners from purchasing
products we offer or Internet service providers from being willing to install
our servers.

     Increased competition could result in price reductions, fewer customer
orders, reduced gross margins and loss of market share, any of which could
materially and adversely affect our business, financial condition and
operations.

PROPRIETARY RIGHTS AND LICENSING

     Our success and ability to compete are dependent on our ability to develop
and maintain the proprietary aspects of our technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret and copyright laws and contractual restrictions
to protect the proprietary aspects of our technology. These legal protections
afford only limited protection for our technology. We have no patents and we
have not filed any patent applications with the United States Patent and
Trademark Office with respect to our Internet content delivery service. We seek
to limit disclosure of our intellectual property by requiring employees and
consultants with access to our proprietary information to execute
confidentiality agreements with us and by restricting access to our source code.
Due to rapid technological change, we believe that factors such as the
technological and creative skills of our personnel, new product developments and
enhancements to existing products are more important than the various legal
protections of our technology to establishing and maintaining a technology
leadership position.

     Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. The laws of many countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. Any such resulting litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our business,
operating results and financial condition. There can be no assurance that our
means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology. Any failure by us
to meaningfully protect our property could have a material adverse effect on our
business, operating results and financial condition.

     In October 1998, we entered into a license agreement with MIT under which
we were granted a royalty-free, worldwide right to use and sublicense the
intellectual property rights of MIT under various patent applications and
copyrights relating to Internet content delivery technology. We cannot predict
whether any of these applications will result in any issued patents or, if
patents are issued, any meaningful protection. Some of

                                       33
36

our technology is based on technology licensed from MIT. The license has been
granted to us on an exclusive basis, but is subject to the rights of the U.S.
government to use the licensed intellectual property in government-funded
inventions. As part of the license agreement, MIT retained the right to use the
licensed intellectual property for non-commercial, teaching and educational
purposes. In connection with the license agreement, we issued 341,055 shares of
our common stock to MIT in October 1998. The license agreement is irrevocable,
but MIT may terminate the agreement if we cease our business due to insolvency
or if we materially breach the terms of the license agreement.

EMPLOYEES

     As of August 11, 1999, we had a total of 130 full-time employees and 13
part-time employees. We expect to hire additional employees through 1999.

     Our future success will depend in part on our ability to attract, retain
and motivate highly qualified technical and management personnel, for whom
competition is intense. Our employees are not represented by any collective
bargaining unit. We believe our relations with our employees are good.

BOARD OF ADVISORS

     Our board of advisors consists of individuals with recognized expertise in
the Internet, networking, science and entertainment fields who advise us about
developing technology standards, business strategy, and anticipating and meeting
marketplace needs. The following people are members of our board of advisors:

     Tim Berners-Lee holds the 3Com Founders chair at the Laboratory for
Computer Science at MIT. He directs the World Wide Web Consortium, an open forum
of companies and organizations with the mission to lead the Web to its full
potential. In 1989, Dr. Berners-Lee invented the World Wide Web.

     Gil Friesen is a director of the Digital Entertainment Network. Previously,
Mr. Friesen served as president of A&M Records. Mr. Friesen co-founded Classic
Sports Network, a cable network sold to ESPN in 1997.

     Sam Gassel is chief systems engineer for CNN Internet Technologies. He has
been the architect of CNN's Internet systems since the launch of CNN.com in
1995. Before joining CNN/Turner Broadcasting in 1994, Mr. Gassel worked in
Academic Computing at the University of Chicago.

     Ron Graham is a professor of Computer and Information Sciences at the
University of California, San Diego. Dr. Graham is also a chief scientist
emeritus for AT&T Labs and was president of the American Mathematical Society
from 1993 to 1995.

     Amos Hostetter is the former chief executive officer of MediaOne. Mr.
Hostetter co-founded Continental Cablevision in 1963 and served as its chairman
and chief executive officer prior to its merger with MediaOne Group in 1996. Mr.
Hostetter is currently chairman of Pilot House Associates, LLC.

     Jan Hier-King is the head of enterprise technology of Charles Schwab &
Co.'s electronic brokerage unit. Ms. Hier-King led the start-up of the
technology organization supporting the institutional business at Charles Schwab.

     Daniel Smith is president and chief executive officer of Sycamore Networks,
Inc. Prior to joining Sycamore, Mr. Smith was president and chief executive
officer of Cascade Communications and a member of its board of directors.
Cascade Communications was acquired by Ascend Communications in June 1997.

     Peter Solvik is senior vice president and chief information officer of
Cisco Systems. At Cisco Systems, Mr. Solvik is responsible for the company's
worldwide use of information technology, including Internet-based customer
service and electronic commerce tools. He is also responsible for the Internet
Business Solutions Group at Cisco Systems.

     Ralph Terkowitz is chief information officer of The Washington Post
Company. Mr. Terkowitz founded and in 1996 became chief executive officer of
Digital Ink Co., the electronic publishing subsidiary of The Washington Post
Company.
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37

     Members of the board of advisors generally receive options to purchase our
common stock under our 1998 stock incentive plan.

FACILITIES

     Our headquarters are currently located in approximately 15,988 square feet
of leased office space located in Cambridge, Massachusetts. The lease for
portions of this space terminates at various times from April 2003 to May 2004.

     We are negotiating a lease for approximately 53,544 square feet of space in
a second office building in Cambridge, Massachusetts. We plan to relocate our
entire office and operations to the new location. The lease is for a seven-year
term commencing on December 1, 1999, with certain expansion options.

LEGAL PROCEEDINGS

     We are not a party to any material legal proceedings.

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                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     The executive officers and directors of Akamai, and their ages and
positions as of June 30, 1999 are as follows:
NAME                                         AGE                    POSITION
----                                         ---                    --------
George H. Conrades(1)......................  60    Chairman of the Board of Directors and
                                                   Chief Executive Officer
Paul Sagan.................................  40    President and Chief Operating Officer
F. Thomson Leighton(2).....................  42    Chief Scientist and Director
Daniel M. Lewin............................  29    Chief Technology Officer and Director
Robert O. Ball III.........................  41    Vice President, General Counsel and
                                                   Secretary
Earl P. Galleher III.......................  39    Vice President of Sales and Distribution
David Goodtree.............................  37    Vice President of Marketing
Steven P. Heinrich.........................  55    Vice President of Human Resources
Bruce M. Maggs.............................  36    Vice President of Research and Development
Jonathan Seelig............................  27    Vice President of Strategy and Corporate
                                                   Development
Arthur H. Bilger(2)........................  46    Vice Chairman of the Board of Directors
Todd A. Dagres(1)..........................  39    Director
Terrance G. McGuire(1).....................  43    Director
Edward W. Scott(1)(2)......................  36    Director
------------
(1) Member of the Compensation Committee

(2) Member of the Audit Committee

     Set forth below is certain information regarding the professional
experience for each of the above-named persons.

     George H. Conrades has served as Chairman and Chief Executive Officer of
Akamai since April 1999 and as a director since December 1998. Mr. Conrades has
also been a venture partner of Polaris Venture Partners, Inc., an early stage
investment company, since August 1998. From August 1997 to July 1998, Mr.
Conrades served as Executive Vice President of GTE and President of GTE
Internetworking, an integrated telecommunication services firm. Mr. Conrades
served as Chairman of the Board of Directors and Chief Executive Officer of BBN
Corporation, a national Internet services provider and Internet technology
research and development company, from January 1994 until its acquisition by GTE
Internetworking in July 1997. Prior to joining BBN Corporation, Mr. Conrades was
an IBM Senior Vice President and a Member of IBM's Corporate Management Board.
Mr. Conrades is currently a director of CBS and Infinity Broadcasting, a media
company. He is also an interim member of the board of ICANN, the Internet
Corporation for the Assignment of Names and Numbers, a non-profit organization
established by the United States government to oversee the administration of
Internet names and addresses.

     Paul Sagan joined Akamai in October 1998 as Vice President and Chief
Operating Officer and has served as President and Chief Operating Officer since
May 1999. Mr. Sagan was the Senior Advisor to the World Economic Forum, a
Geneva, Switzerland-based organization, from July 1997 to August 1998. From
December 1995 to December 1996, Mr. Sagan was the President and Editor of Time
Inc. New Media, an affiliate of Time Warner, Inc., a global media and
entertainment company. From September 1992 to December 1995, Mr. Sagan served as
a vice president and senior vice president of Time Warner Cable, a division of
Time Warner, Inc.

     F. Thomson Leighton co-founded Akamai and has served as Chief Scientist and
a director since August 1998. Dr. Leighton has been a professor of Mathematics
at MIT since 1982 and has served as the Head of the

                                       36
39

Algorithms Group in MIT's Laboratory for Computer Science since its inception in
1996. Dr. Leighton is currently on sabbatical from MIT. Dr. Leighton is a former
two-term chair of the 2,000-member Association of Computing Machinery Special
Interest Group on Algorithms and Complexity Theory, and a former two-term
Editor-in-Chief of the Journal of the ACM, one of the nation's premier journals
for computer science research.

     Daniel M. Lewin co-founded Akamai and has served as a director since August
1998. Mr. Lewin served as President of Akamai from August 1998 to May 1999 and
as Chief Technology Officer since May 1999. Since July 1996, Mr. Lewin has been
a Ph.D. candidate in the Algorithms Group at MIT's Laboratory for Computer
Science. From May 1994 to May 1996, Mr. Lewin worked at IBM's research
laboratory in Haifa, Israel as a full-time Research Fellow and Project Leader
responsible for the development and support of IBM's Genesys system.

     Robert O. Ball III has served as Vice President and General Counsel of
Akamai since July 1999 and has served as Secretary since August 1999. From June
1996 until August 1999, Mr. Ball was a Partner and Chair of the Electronic
Commerce Practice Team at Alston & Bird LLP, a law firm. From 1991 until May
1996, Mr. Ball was a Partner at Cashin, Morton & Mullins, a law firm.

     Earl P. Galleher III has served as Vice President of Sales and Distribution
of Akamai since March 1999. From March 1996 until August 1998, Mr. Galleher was
employed with Digex, Inc., a national Internet carrier, where he served as Vice
President and General Manager from March 1996 to January 1997 and as the
President of the Web Site Management Division from January 1997 to August 1998.
From November 1991 to February 1996, Mr. Galleher served as Director of
Marketing at American Mobile Satellite Corporation, a mobile voice and data
service provider.

     David Goodtree has served as the Vice President of Marketing since March
1999. From October 1994 to March 1999, Mr. Goodtree served as Group Director at
Forrester Research, Inc., an independent technology research firm. Prior to
joining Forrester Research, Inc., from October 1990 to September 1994, Mr.
Goodtree managed product development for MCI Communications Corporation, now
known as MCI WorldCom, Inc., a telecommunications company.

     Steven P. Heinrich has served as Vice President of Human Resources of
Akamai since March 1999. Prior to joining Akamai, Mr. Heinrich established
Constellation Consulting, Inc., a human resources consulting firm specializing
in early stage, high technology businesses. From November 1979 to October 1997,
Mr. Heinrich served as the Vice President of Human Resources for BBN
Corporation.

     Bruce M. Maggs joined Akamai in October 1998 as a Senior Research Scientist
and has served as Vice President of Research and Development since April 1999.
From September 1998 to January 1999, Dr. Maggs was a Visiting Associate
Professor of Computer Science at MIT. Dr. Maggs is currently on leave from his
appointment as Associate Professor of Computer Science at Carnegie Mellon
University, a position he has held since July 1997. From January 1994 until his
appointment as Associate Professor, Dr. Maggs was an Assistant Professor at
Carnegie Mellon. From September 1990 to December 1993, Dr. Maggs was a Research
Scientist at the NEC Research Institute, Inc., an institute which conducts
research in computer and physical sciences.

     Jonathan Seelig co-founded Akamai in August 1998 and has served as Vice
President of Strategy and Corporate Development since that time. From January
1995 to September 1997, Mr. Seelig worked for ECI Telecom, Ltd., a provider of
digital telecommunications and data transmission systems to network service
providers. Mr. Seelig is presently on a leave of absence as an M.B.A. candidate
at MIT's Sloan School of Management.

     Arthur H. Bilger has served as a director of Akamai since November 1998 and
has served as Vice Chairman of the Board of Directors since August 1999. From
December 1994 until March 1997, Mr. Bilger was president, chief operating
officer and a member of the board of directors of New World Communications Group
Incorporated, an entity engaged in television broadcasting and production. From
August 1990 until December 1994, Mr. Bilger was a founding principal of Apollo
Advisors, L.P. and Lion Advisors, L.P., entities

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40

engaged in the management of securities investments. Mr. Bilger is currently a
director of Mandalay Resort Group, an owner and operator of hotel casino
facilities.

     Todd A. Dagres has served as a director of Akamai since November 1998.
Since February 1996, Mr. Dagres has been a general partner of Battery Ventures,
a venture capital firm. From February 1994 to February 1996, Mr. Dagres was a
Principal and Senior Technology Analyst at Montgomery Securities, now known as
Banc of America Securities LLC, an investment bank and brokerage firm.

     Terrance G. McGuire has served as a director of Akamai since April 1999.
Mr. McGuire is a founder and has been a general partner of Polaris Venture
Partners, Inc. since June 1996. Since 1992, Mr. McGuire has also been a general
partner of Burr, Egan, Deleage & Co., a venture capital firm.

     Edward W. Scott has served as a director of Akamai since April 1999. Mr.
Scott is a founder and general partner of the Baker Communications Fund, a
communications private equity fund. He has been a general partner of that firm
since March 1996. From December 1990 until March 1996, Mr. Scott was a private
equity investor with the Apollo Investment Fund, L.P.

     Each executive officer serves at the discretion of the board of directors
and holds office until his successor is elected and qualified or until his
earlier resignation or removal. There are no family relationships among any of
the directors or executive officers of Akamai. Each of the directors serve on
the board of directors pursuant to the terms of an agreement that will terminate
upon the closing of this offering.

ELECTION OF DIRECTORS

     Following this offering, the board of directors will be divided into three
classes, each of whose members will serve for a staggered three-year term.
Messrs. Conrades and McGuire will serve in the class whose term expires in 2000;
Messrs. Leighton and Scott will serve in the class whose term expires in 2001;
and Messrs. Bilger, Dagres and Lewin will serve in the class whose term expires
in 2002. Upon the expiration of the term of a class of directors, directors in
such class will be elected for three-year terms at the annual meeting of
stockholders in the year in which such term expires.

COMPENSATION OF DIRECTORS

     We reimburse directors for reasonable out-of-pocket expenses incurred in
attending meetings of the board of directors. We may, in our discretion, grant
stock options and other equity awards to our non-employee directors from time to
time pursuant to our 1998 stock incentive plan. We have not yet determined the
amount and timing of such grants or awards.

BOARD COMMITTEES

     The board of directors has established a compensation committee and an
audit committee. The compensation committee, which consists of Messrs. Conrades,
Dagres, McGuire and Scott, reviews executive salaries, administers our bonus,
incentive compensation and stock plans, and approves the salaries and other
benefits of our executive officers. In addition, the compensation committee
consults with our management regarding our pension and other benefit plans and
compensation policies and practices.

     The audit committee, which consists of Messrs. Bilger, Leighton and Scott,
reviews the professional services provided by our independent accountants, the
independence of such accountants from our management, our annual financial
statements and our system of internal accounting controls. The audit committee
also reviews such other matters with respect to our accounting, auditing and
financial reporting practices and procedures as it may find appropriate or may
be brought to its attention.

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EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid by us, for services
rendered for the period from August 20, 1998, the date of our inception, to
December 31, 1998, to the person who served as our President during that period.
We did not have a Chief Executive Officer during that period. None of our other
executive officers who held office as of December 31, 1998 met the definition of
"highly compensated" within the meaning of the Securities and Exchange
Commission's executive compensation disclosure rules. In the table below,
columns required by the regulations of the Securities and Exchange Commission
have been omitted where no information was required to be disclosed under those
columns.

                           SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
                                                              -------------------
NAME AND PRINCIPAL POSITION                                        SALARY($)
---------------------------                                   -------------------
Daniel M. Lewin.............................................       $ 30,000
President(1)
------------
(1) Daniel M. Lewin resigned as President of Akamai and became our Chief
    Technology Officer on May 18, 1999.

     On September 2, 1998, we sold 5,695,875 shares of common stock to Mr. Lewin
for an aggregate purchase price of $63,285 pursuant to the terms of a stock
restriction agreement. The stock restriction agreement gives us the right to
repurchase a portion of these shares at the original purchase price if Mr. Lewin
ceases to provide services to us prior to August 31, 2002. However, our right to
repurchase shares held by Mr. Lewin terminates upon a change in control of
Akamai.

STOCK OPTIONS

     We did not grant any stock options to Mr. Lewin during the period from our
inception to December 31, 1998.

BENEFIT PLANS

     1998 Stock Incentive Plan.  Our 1998 stock incentive plan provides for the
grant of restricted stock and other stock-based awards and stock options. A
maximum of                shares of common stock are authorized to be issued
pursuant to the 1998 stock incentive plan. Our officers, employees, directors,
consultants and advisors are eligible to receive awards under the 1998 stock
incentive plan.

     The compensation committee of our board of directors administers the 1998
stock incentive plan. The compensation committee with the assistance of
management selects the recipients of awards and determines:

     - The number of shares of common stock covered by options and the dates
       upon which such options become exercisable;

     - The exercise price of options;

     - The duration of options; and

     - The number of shares of common stock subject to any restricted stock or
       other stock-based awards and the terms and conditions of such awards,
       including the conditions for repurchase, issue price and repurchase
       price.

     In the event of a merger or other acquisition event, our board of directors
is authorized to provide for outstanding awards to be assumed or substituted for
by the acquiror. If the acquiror does not assume or substitute for outstanding
awards, our board of directors may provide that all unexercised options will
become exercisable in full prior to the completion of such event and that these
options will terminate upon the completion of the event if not previously
exercised. In addition, immediately prior to the consummation of an acquisition
event, the vesting schedule of each outstanding option and stock-based award
will be accelerated.

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42

     1999 Employee Stock Purchase Plan.  Our 1999 employee stock purchase plan
provides for the issuance of up to        shares of our common stock to
participating employees.

     All of our employees, including directors who are employees, and all
employees of any participating subsidiaries:

     - Whose customary employment is more than 20 hours per week for more than
       five months in a calendar year;

     - Who were employed by us prior to             , 1999 for the first
       offering period or for subsequent offering periods, who have been
       employed by us for at least three months prior to enrolling; and

     - Who are employed on the first day of a designated payroll deduction
       offering period

are eligible to participate in the 1999 employee stock purchase plan. Employees
who would immediately after the grant own five percent or more of the total
combined voting power or value of our stock or any subsidiary are not eligible
to participate.

     To participate in the 1999 employee stock purchase plan, an employee must
authorize us to deduct from one to ten percent of his or her base pay during the
offering period. The first offering period will commence on the first date of
trading of our common stock on the Nasdaq National Market. The purchase price of
the shares for the first offering period is 85% of the initial public offering
price or the closing price per share of the common stock on the last day of the
offering period, whichever is lower. The purchase price of the shares for the
subsequent offering periods is 85% of the closing price per share of the common
stock on either the first or last day of the offering period, whichever is
lower.

     401(k) Plan.  Our employee savings and retirement plan is qualified under
Section 401 of the Internal Revenue Code. Our employees may elect to reduce
their current compensation by up to the statutorily prescribed annual limit and
have the amount of such reduction contributed to the 401(k) plan. We may make
matching or additional contributions to the 401(k) plan in amounts to be
determined annually by our board of directors.

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                           RELATED PARTY TRANSACTIONS

ISSUANCES OF PREFERRED STOCK AND 15% SENIOR SUBORDINATED NOTES

     Since our inception in August 1998, we have issued and sold preferred stock
and 15% senior subordinated notes coupled with warrants to purchase common stock
to the following persons and entities who are our executive officers, directors
or 5% or greater stockholders. For more detail on shares of stock held by these
purchasers, see "Principal Stockholders" on page 44.
WARRANTS TO
                                       SERIES A    SERIES B     15% SENIOR     PURCHASE      AGGREGATE
                                       PREFERRED   PREFERRED   SUBORDINATED     COMMON       PURCHASE
NAME                                     STOCK       STOCK        NOTES          STOCK         PRICE
----                                   ---------   ---------   ------------   -----------   -----------
Arthur H. Bilger(1)..................    32,894       9,610     $  100,000        2,225     $   494,779
Baker Communications Fund, L.P. .....        --     929,244     $7,000,000      155,778     $20,999,990
Battery Ventures IV, L.P.(2).........   513,165      63,056             --           --     $ 4,850,056
George H. Conrades(3)................    29,605       8,649     $   65,154        1,449     $   420,458
Earl P. Galleher III.................     3,289         961     $   48,333        1,075     $    87,808
Jonathan Seelig......................    14,473       4,228     $   31,852          708     $   205,546
Entities affiliated with Polaris
  Venture Management Co. II,
  L.L.C.(4)..........................   263,163     237,318     $1,000,000       22,254     $ 6,575,472
Paul Sagan...........................     6,578       1,922     $   14,477          322     $    93,427
------------
(1) Excludes securities held by Baker Communications Fund, L.P., of which Mr.
    Bilger is a limited partner. Mr. Bilger is the managing member of the
    general partner of ADASE Partners, L.P. and the managing member of AT
    Investors LLC. Mr. Bilger's shares of Series A preferred stock represent
    holdings of ADASE Partners, L.P. in Akamai. Mr. Bilger's shares of Series B
    convertible preferred stock and his notes and warrants are held by AT
    Investors LLC. Mr. Bilger disclaims beneficial ownership of the securities
    held by ADASE Partners, L.P. and AT Investors LLC except to the extent of
    his pecuniary interest in those entities.

(2) Includes 7,895 shares of Series A convertible preferred stock and 969 shares
    of Series B convertible preferred stock held by Battery Investment Partners
    IV, LLC, of which Battery Ventures IV, L.P. is a managing member.

(3) Excludes securities held by entities affiliated with Polaris Venture
    Management Co. II, L.L.C., of which Mr. Conrades is a general partner.

(4) Represents 257,119 shares of Series A convertible preferred stock, 231,687
    shares of Series B convertible preferred stock, 15% senior subordinated
    notes in the principal amount of $976,271 and 7,242 warrants held by Polaris
    Venture Partners II L.P. and 6,044 shares of Series A convertible preferred
    stock, 5,631 shares of Series B convertible preferred stock, 15% senior
    subordinated notes in the principal amount of $23,729 and 176 warrants held
    by Polaris Venture Partners Founders Fund II L.P.

     Series A Financing.  On November 23, 1998, November 30, 1998 and December
14, 1998 we issued an aggregate of 1,100,000 shares of Series A preferred stock
to 22 investors, including Arthur H. Bilger, Battery Ventures IV, L.P., Battery
Investment Partners IV, LLC, George H. Conrades, Earl P. Galleher III, Jonathan
Seelig, Polaris Venture Partners II L.P., Polaris Venture Partners Founders Fund
II L.P. and Paul Sagan. The per share purchase price for our Series A
convertible preferred stock was $7.60.

     Series B Financing.  On April 16, 1999 and April 30, 1999 we issued an
aggregate of 1,327,500 shares of Series B convertible preferred stock to 24
investors, including Arthur H. Bilger, Baker Communications Fund, L.P., Battery
Ventures IV, L.P., Battery Investment Partners IV, LLC, George H. Conrades, Earl
P. Galleher III, Jonathan Seelig, Polaris Venture Partners II L.P., Polaris
Venture Partners Founders Fund II L.P. and Paul Sagan. The per share purchase
price for our Series B convertible preferred stock was $15.07. As

                                       41
44

part of our Series B financing, we granted Baker Communications Fund, L.P. an
option to purchase up to 145,195 shares of our Series C convertible preferred
stock which are convertible into an aggregate of 454,188 shares of common stock.

     15% Senior Subordinated Note Financing.  On May 7, 1999 we issued 15%
senior subordinated notes in the aggregate principal amount of $15,000,000
coupled with 333,806 warrants to purchase an aggregate of 1,001,418 shares of
common stock to 20 investors, including Arthur H. Bilger, Baker Communications
Fund, L.P., George H. Conrades, Earl P. Galleher III, Jonathan Seelig, Polaris
Venture Partners II L.P., Polaris Venture Partners Founders Fund II L.P. and
Paul Sagan. The 15% senior subordinated notes have a term of five years and bear
interest at the rate of 15% per year, compounded annually. The exercise price of
the warrants issued in connection with the 15% senior subordinated notes is
$4.99 per share.

ISSUANCES OF COMMON STOCK

     The following table presents selected information regarding our issuances
of common stock to our executive officers and directors. We issued the shares of
common stock set forth in the table below pursuant to stock restriction
agreements with each of the executive officers and directors which give us
rights to repurchase all or a portion of the shares at their purchase price in
the event that the person ceases to provide services to us. Some of these stock
restriction agreements prohibit us from repurchasing shares following a change
in control of Akamai.
DATE OF      NUMBER        AGGREGATE
NAME                                                     ISSUANCE    OF SHARES    PURCHASE PRICE
----                                                     --------    ---------    --------------
Robert O. Ball III.....................................   7/23/99      125,000      $  625,000
Arthur H. Bilger.......................................  11/19/98      297,000      $    8,250
                                                          3/26/99      300,000      $  200,000
George H. Conrades.....................................   3/26/99    2,970,000      $1,980,000
Earl P. Galleher III...................................   3/15/99      630,000      $   52,500
F. Thomson Leighton....................................    9/2/98    5,695,875      $   63,288
Daniel M. Lewin........................................    9/2/98    5,695,875      $   63,288
Paul Sagan.............................................  10/28/98    1,191,600      $   33,100
                                                          5/18/99      300,000      $  500,000
Jonathan Seelig........................................    9/2/98    1,188,000      $   13,200
AGREEMENTS WITH EXECUTIVE OFFICERS

     On March 26, 1999, in connection with the issuance of restricted common
stock, we loaned $1,980,000 to George H. Conrades, our Chief Executive Officer
and Chairman of the Board of Directors. The loan bears interest at a rate of
5.3% per year, compounded annually until paid in full. The loan must be paid in
full by March 26, 2009 or earlier to the extent of proceeds, net of taxes,
received by Mr. Conrades upon his sale of capital stock of Akamai. On March 26,
1999 we entered into a severance agreement with Mr. Conrades. The severance
agreement requires us to pay Mr. Conrades a lump-sum cash payment equal to 299%
of his average annual salary and bonus for the most recent three years if his
employment is terminated by us other than for cause within two years following a
change in control of Akamai.

     On May 18, 1999, in connection with the issuance of restricted common
stock, we loaned $500,000 to Paul Sagan, our President and Chief Operating
Officer. The loan bears interest at a rate of 5.3% per year, compounded annually
until paid in full. The loan must be paid in full by May 18, 2009 or earlier to
the extent of proceeds, net of taxes, received by Mr. Sagan upon his sale of
capital stock of Akamai.

     On July 23, 1999, in connection with the issuance of restricted common
stock, we loaned $623,750 to Robert O. Ball III, our Vice President and General
Counsel. The loan bears interest at a rate of 6.1% per year, compounded annually
until paid in full. The loan must be paid in full by July 23, 2009 or earlier to
the extent of proceeds, net of taxes, received by Mr. Ball upon his sale of
capital stock of Akamai.

                                       42
45

                            ------------------------

     We believe that all of the securities issuances set forth above were made
on terms no less favorable to us than could have been obtained from unaffiliated
third parties. Akamai agreed to the material terms of each of the preferred
stock issuances described above after arms'-length negotiations with previously
unaffiliated persons. All future transactions, including loans between us and
our officers, directors, principal stockholders and their affiliates will be
approved by a majority of our board of directors, including a majority of the
independent and disinterested directors on our board of directors, and will
continue to be on terms no less favorable to us than could be obtained from
unaffiliated third parties.

                                       43
46

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth information regarding beneficial ownership
of our common stock as of June 30, 1999, and as adjusted to reflect the sale of
the shares of common stock in this offering, by:

     - Each person who owns beneficially more than 5% of the outstanding shares
       of our common stock;

     - Each of our directors;

     - The executive officer named in the Summary Compensation Table under
       "Management -- Executive Compensation" on page 39; and

     - All of our directors and executive officers as a group.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to shares. Unless otherwise indicated below, to our knowledge, all
persons named in the table have sole voting and investment power with respect to
their shares of common stock, except to the extent authority is shared by
spouses under applicable law. Unless otherwise indicated, the address of each
person owning more than 5% of the outstanding shares of common stock is c/o
Akamai Technologies, Inc., 201 Broadway, Cambridge, Massachusetts 02139.
PERCENTAGE OF
                                                                                      COMMON STOCK
                                                                                      OUTSTANDING
                                                                                  --------------------
                                                             NUMBER OF SHARES      BEFORE      AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER                        BENEFICIALLY OWNED    OFFERING    OFFERING
------------------------------------                        ------------------    --------    --------
F. Thomson Leighton(1)....................................       5,524,875          14.7%           %
Daniel M. Lewin(2)........................................       5,515,875          14.7%           %
Battery Ventures IV, L.P.(3)..............................       4,886,849          13.0%           %
  20 Williams Street
  Wellesley, MA 02481
Baker Communications Fund, L.P.(4)........................       3,709,254           9.6%           %
  c/o Baker Capital Partners, LLC
  540 Madison Avenue
  New York, NY 10022
George H. Conrades(5).....................................       3,271,307           8.7%           %
Entities affiliated with Polaris Venture Management Co.
  II, L.L.C.(6)...........................................       3,187,796           8.5%           %
  1000 Winter Street
  Suite 3350
  Waltham, MA 02451
Arthur H. Bilger(7).......................................         933,627           2.5%           %
Todd A. Dagres(8).........................................       4,886,849          13.0%           %
  c/o Battery Ventures IV, L.P.
  20 Williams Street
  Wellesley, MA 02481
Terrance G. McGuire(9)....................................       3,187,796           8.5%           %
  c/o Polaris Venture Management Co. II, L.L.C.
  1000 Winter Street
  Suite 3350
  Waltham, MA 02451
Edward W. Scott(10).......................................       3,709,254           9.6%           %
  c/o Baker Capital Partners, LLC
  540 Madison Avenue
  New York, NY 10022
All executive officers and directors as a group (14
  persons)(11)............................................      30,774,646          79.6%           %
------------
 (1) Includes 720,000 shares held by the F. Thomson Leighton 1998 Irrevocable
     Trust.

 (2) Includes 720,000 shares held by the Daniel Lewin 1998 Irrevocable Trust.

                                       44
47

 (3) Includes 75,180 shares held by Battery Investment Partners IV, LLC. Battery
     Ventures IV, L.P. is the managing member of Battery Investment Partners IV,
     LLC.

 (4) Includes 921,522 shares issuable upon the exercise of options and warrants
     exercisable within 60 days after June 30, 1999.

 (5) Includes 742,500 shares held by Lawrence T. Warble, Trustee Under Agreement
     Dated August 10, 1999, and 4,347 shares issuable upon the exercise of
     warrants exercisable within 60 days after June 30, 1999. Excludes shares
     held by entities affiliated with Polaris Venture Management Co. II, L.L.C.,
     of which Mr. Conrades is a general partner.

 (6) Represents 3,048,813 shares held by Polaris Venture Partners II L.P.,
     72,221 shares held by Polaris Venture Partners Founders' Fund II L.P.,
     65,178 shares issuable upon exercise of warrants held by Polaris Venture
     Partners II L.P. and exercisable within 60 days after June 30, 1999 and
     1,584 shares issuable upon the exercise of warrants held by Polaris Venture
     Partners Founders' Fund II L.P. and exercisable within 60 days after June
     30, 1999. Polaris Venture Management Co. II, L.L.C. is the general partner
     of Polaris Venture Partners and Polaris Venture Founders' Fund II L.P.

 (7) Represents 297,000 shares held by the Arthur H. Bilger 1996 Family Trust,
     601,122 shares held by ADASE Partners, L.P., 28,830 shares held by AT
     Investors LLC and 6,675 shares issuable upon the exercise of warrants held
     by AT Investors LLC and exercisable within 60 days after June 30, 1999. Mr.
     Bilger, a director of Akamai, is the managing member of the general partner
     of ADASE Partners, L.P. and managing member of AT Investors LLC. Mr. Bilger
     disclaims beneficial ownership of the shares held by the Arthur H. Bilger
     1996 Family Trust, ADASE Partners, L.P. and AT Investors LLC except to the
     extent of his pecuniary interest in those entities. Excludes shares held by
     Baker Communications Fund, L.P., of which Mr. Bilger is a limited partner.

 (8) Represents 4,811,669 shares held by Battery Ventures IV, L.P. and 75,180
     shares held by Battery Investment Partners IV, LLC. Battery Ventures IV,
     L.P. is the managing member of Battery Investment Partners IV, LLC. Todd A.
     Dagres, a director of Akamai, is a general partner of Battery Ventures IV,
     L.P. Mr. Dagres disclaims beneficial ownership of the shares held by
     Battery Ventures IV, L.P. and Battery Investment Partners IV, LLC except to
     the extent of his pecuniary interest in those entities.

 (9) Represents 3,048,813 shares held by Polaris Venture Partners II L.P.,
     72,221 shares held by Polaris Venture Partners Founders' Fund II L.P.,
     65,178 shares issuable upon exercise of warrants held by Polaris Venture
     Partners II L.P. and exercisable within 60 days after June 30, 1999 and
     1,584 shares issuable upon the exercise of warrants held by Polaris Venture
     Partners Founders' Fund II L.P. and exercisable within 60 days after June
     30, 1999. Polaris Venture Management Co. II, L.L.C. is the general partner
     of Polaris Venture Partners II L.P. and Polaris Venture Partners Founders'
     Fund II L.P. Terrance G. McGuire, a director of Akamai, is a general
     partner of Polaris Venture Management Co. II, L.L.C. Mr. McGuire disclaims
     beneficial ownership of the shares held by Polaris Venture Partners II L.P.
     and Polaris Venture Partners Founders' Fund II L.P. except to the extent of
     his pecuniary interest in those entities.

(10) Represents 2,787,732 shares held by Baker Communications Fund, L.P. and
     921,522 shares issuable upon the exercise of options and warrants held by
     Baker Communications Fund, L.P. and exercisable within 60 days after June
     30, 1999. Baker Capital Partners, LLC is general partner of Baker
     Communications Fund, L.P. Edward W. Scott, a director of Akamai, is a
     general partner of Baker Communications Fund, L.P. Mr. Scott disclaims
     beneficial ownership of the shares held by Baker Communications Fund, L.P.
     except to the extent of his pecuniary interest in Baker Communications
     Fund, L.P.

(11) Includes 1,005,621 shares issuable upon the exercise of options and
     warrants exercisable within 60 days after June 30, 1999.

                                       45
48

                          DESCRIPTION OF CAPITAL STOCK

     After this offering, the authorized capital stock of Akamai will consist of
300,000,000 shares of common stock, $.01 par value per share, and 5,000,000
shares of preferred stock, $.01 par value per share. As of June 30, 1999, there
were outstanding:

     - 37,650,502 shares of common stock held by 63 stockholders of record; and

     - options and warrants to purchase an aggregate of 6,049,738 shares of
       common stock.

     There will be 40,381,850 shares of common stock outstanding upon the
closing of this offering.

     The following summary is not intended to be complete and is qualified by
reference to the provisions of applicable law and to our amended and restated
certificate of incorporation and amended and restated bylaws included as
exhibits to the Registration Statement of which this prospectus is a part. For
more information, see "Where You Can Find More Information" on page 52.

COMMON STOCK

     Holders of our common stock are entitled to one vote for each share held on
matters submitted to a vote of stockholders. Holders of our common stock do not
have cumulative voting rights. Accordingly, holders of a majority of the shares
of common stock entitled to vote in any election of directors may elect all of
the directors standing for election. Holders of common stock are entitled to
receive their proportionate share of any dividends declared by the Board of
Directors, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation, dissolution or winding up of Akamai, the holders of
common stock are entitled to receive ratably the net assets of Akamai available
after the payment of all debts and other liabilities and subject to the
preferential rights of any outstanding preferred stock. The common stock has no
preemptive, subscription, redemption or conversion rights. All outstanding
shares of common stock are fully paid and nonassessable. The rights, preferences
and privileges of the common stock are subject to the rights of the holders of
shares of any series of preferred stock which Akamai may designate and issue in
the future.

PREFERRED STOCK

     Our Board of Directors will be authorized to issue shares of preferred
stock in one or more series without stockholder approval. The Board will have
discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences of each series of preferred stock.

     The purpose of authorizing the Board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The Board's ability to issue preferred
stock will provide desirable flexibility in connection with possible
acquisitions and other corporate purposes and could make it more difficult for a
third party to acquire, or could discourage a third party from acquiring, a
majority of our outstanding voting stock. The issuance of preferred stock with
voting and conversion rights may adversely affect the voting power of the
holders of common stock. We have no present plans to issue any shares of
preferred stock.

DELAWARE LAW AND OUR CHARTER AND BY-LAW PROVISIONS; ANTI-TAKEOVER EFFECTS

     Akamai is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for three years after the date of the transaction in which the
person became an interested stockholder, unless the business combination is
approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years did own, 15% or more
of the corporation's voting stock.

                                       46
49

     Akamai's certificate of incorporation and by-laws to be effective on the
closing of this offering provide:

     - That the Board of Directors be divided into three classes, as nearly
       equal in size as possible, with no class having more than one director
       more than any other class, with staggered three-year terms;

     - That directors may be removed only for cause by the vote of the holders
       of at least 66% of the shares of our capital stock entitled to vote; and

     - That any vacancy on the Board of Directors, however occurring, including
       a vacancy resulting from an enlargement of the Board, may only be filled
       by vote of a majority of the directors then in office.

     The classification of the Board of Directors and the limitations on the
removal of directors and filling of vacancies could make it more difficult for a
third party to acquire, or discourage a third party from acquiring, Akamai.

     The certificate of incorporation and by-laws to be effective on the closing
of this offering also provide that, after the closing of this offering:

     - Any action required or permitted to be taken by the stockholders at an
       annual meeting or special meeting of stockholders may only be taken if it
       is properly brought before such meeting and may not be taken by written
       action in lieu of a meeting; and

     - Special meetings of the stockholders may only be called by the Chairman
       of the Board of Directors, the President, or by the Board of Directors.
       Our by-laws will also provide that, in order for any matter to be
       considered "properly brought" before a meeting, a stockholder must comply
       with requirements regarding advance notice to us.

     These provisions could delay until the next stockholders' meeting
stockholder actions which are favored by the holders of a majority of our
outstanding voting securities. These provisions may also discourage another
person or entity from making a tender offer for our common stock, because such
person or entity, even if it acquired a majority of our outstanding voting
securities, would be able to take action as a stockholder only at a duly called
stockholders meeting, and not by written consent.

     Delaware law provides that the vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's certificate of
incorporation or by-laws, unless a corporation's certificate of incorporation or
by-laws, as the case may be, requires a greater percentage. Our certificate of
incorporation requires the vote of the holders of at least 75% of the shares of
our capital stock entitled to vote to amend or repeal any of the foregoing
provisions of our certificate of incorporation. Generally, our by-laws may be
amended or repealed by a majority vote of the Board of Directors or the holders
of a majority of the shares of our capital stock issued and outstanding and
entitled to vote. Changes to our by-laws regarding special meetings of
stockholders, written actions of stockholders in lieu of a meeting, and the
election, removal and classification of members of the Board of Directors
require the vote of the holders of at least 75% of the shares of our capital
stock entitled to vote. The stockholder vote would be in addition to any
separate class vote that might in the future be required pursuant to the terms
of any series preferred stock that might be then outstanding.

LIMITATION OF LIABILITY AND INDEMNIFICATION

     Our certificate of incorporation provides that our directors and officers
shall be indemnified by us except to the extent prohibited by Delaware law. This
indemnification covers all expenses and liabilities reasonably incurred in
connection with their services for or on behalf of us. In addition, our
certificate of incorporation provides that our directors will not be personally
liable for monetary damages to us or to our stockholders for breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to us or
our stockholders, acted in bad faith, knowingly or intentionally violated the
law, authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is BankBoston, N.A.

                                       47
50

                        SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this offering, based on the number of shares outstanding
at June 30, 1999, we will have           shares of common stock outstanding,
assuming no exercise of outstanding options. Of these shares, the shares to be
sold in this offering will be freely tradable without restriction or further
registration under the Securities Act, except that any shares purchased by our
affiliates, as that term is defined in Rule 144 under the Securities Act, may
generally only be sold in compliance with the limitations of Rule 144 described
below. The remaining                shares of common stock are "restricted
securities" under Rule 144. Generally, restricted securities that have been
owned for at least two years may be sold immediately after the completion of
this offering and restricted securities that have been owned for at least one
year may be sold 90 days after the completion of this offering.

SALES OF RESTRICTED SHARES

     In general, under Rule 144, stockholders, including our affiliates, who
have beneficially owned shares for at least one year are entitled to sell,
within any three-month period, a number of these shares that does not exceed the
greater of one percent of the then outstanding shares of common stock and the
average weekly trading volume in the common stock in the over-the-counter market
during the four calendar weeks preceding the date on which notice of such sale
is filed, provided requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, our affiliates
must comply with the restrictions and requirements of Rule 144, other than the
one-year holding period requirement, in order to sell shares of common stock
which are not restricted securities.

     Under Rule 144(k), a stockholder who is not an affiliate and has not been
an affiliate for at least three months prior to the sale and who has
beneficially owned shares for at least two years may sell these shares without
compliance with the foregoing requirements. In meeting the holding periods
described above, a stockholder can include the holding periods of a prior owner
who was not an affiliate. The holding periods described above do not begin until
the stockholder pays the full purchase price or other consideration. Rule 701
provides that currently outstanding shares of common stock acquired under our
employee compensation plans may be sold beginning 90 days after the date of this
prospectus by stockholder other than affiliates subject only to the manner of
sale provisions of Rule 144 and by affiliates under Rule 144 without compliance
with its one-year holding period requirement.

STOCK OPTIONS

     At June 30, 1999, approximately                shares of common stock were
issuable pursuant to vested options granted under our 1998 Stock Incentive Plan,
of which approximately                shares are subject to lock-up agreements
with the underwriters.

     We intend to file a registration statement on Form S-8 under the Securities
Act within 180 days after the date of this prospectus, to register up to
               shares of common stock issuable under our 1998 Stock Incentive
Plan, including the 4,558,000 shares of common stock subject to outstanding
options as of June 30, 1999. We expect this registration statement to become
effective upon filing.

LOCK-UP AGREEMENTS

     Akamai and our executive officers, directors and other securityholders have
entered into lock-up agreements with the underwriters. Without the prior written
consent of Morgan Stanley & Co. Incorporated, none of us will, during the period
ending 180 days after the date of this prospectus, (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of common
stock or any securities convertible into or exchangeable for common stock, or
(2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the common stock,
regardless of whether any such transactions described in clause (1) or (2) of
this paragraph is to be settled by delivery of such common stock or such other
securities, in cash or otherwise. In addition, for a period of 180 days from the
date of this prospectus, except as required by law, we have
                                       48
51

agreed not to consent to any offer for sale, sale or other disposition, or any
transaction which is designed or could be expected, to result in, the
disposition by any person, directly or indirectly, of any shares of common stock
without the prior written consent of Morgan Stanley & Co. Incorporated except
that we may, without consent, grant options and sell shares pursuant to our
stock plans.

REGISTRATION RIGHTS

     After this offering, the holders of approximately 34,810,846 shares of
common stock and the holders of warrants to purchase approximately 1,037,550
shares of common stock will be entitled to rights with respect to the
registration of these shares under the Securities Act. If we propose to register
any of our securities under the Securities Act, either for our own account or
for the account of other security holders exercising registration rights, these
holders are entitled to notice of such registration and are entitled to include
shares of common stock. Additionally, they are entitled to demand registration
rights pursuant to which they may require us on up to five occasions to file a
registration statement under the Securities Act at our expense. We are required
to use our best efforts to effect any such registration. These registration
rights are subject to the right of the underwriters of an offering to limit the
number of shares included in such registration and our right not to effect a
requested registration within 180 days following an offering of our securities
pursuant to a registration statement in connection with an underwritten public
offering, including this offering. Further, holders may require us to file
registration statements on Form S-3 at our expense. These registration rights
are subject to our right not to effect, no more than once during any 12-month
period, a requested registration if the registration would interfere with an
unforeseen securities or business transaction.

                                       49
52

                                  UNDERWRITERS

     Under the terms and subject to the conditions contained in the underwriting
agreement dated the date hereof, the underwriters named below, for whom Morgan
Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation,
Salomon Smith Barney Inc. and Thomas Weisel Partners LLC are acting as
representatives, have severally agreed to purchase, and we have agreed to sell
to them, the respective number of shares of common stock set forth opposite the
names of the underwriters below:
NUMBER OF
NAME                                                           SHARES
----                                                          ---------
Morgan Stanley & Co. Incorporated...........................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Salomon Smith Barney Inc....................................
Thomas Weisel Partners LLC..................................
                                                              ---------
          Total.............................................
                                                              =========
The underwriters are offering the shares subject to their acceptance of the
shares from us and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to pay for and accept delivery
of the shares of common stock offered in this offering are subject to the
approval of legal matters by their counsel and to other conditions. The
underwriters are obligated to take and pay for all of the shares of common stock
offered in this offering, other than those covered by the over-allotment option
described below, if any such shares are taken.

     The underwriters initially propose to offer part of the shares of common
stock directly to the public at the initial public offering price set forth on
the cover page of this prospectus and part to dealers at a price that represents
a concession not in excess of $          per share under the initial public
offering price. Any underwriters may allow, and the dealers may reallow, a
concession not in excess of $          per share to other underwriters or to
other dealers. After the initial offering of the shares of common stock, the
offering price and other selling terms may from time to time be varied by the
representatives of the underwriters.

     We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the initial public offering price set forth
on the cover page hereof, less underwriting discounts and commissions. The
underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with this offering of common stock.
To the extent this over-allotment option is exercised, each underwriter will
become obligated, subject to other conditions, to purchase approximately the
same percentage of additional shares of common stock as the number set forth
next to such underwriter's name in the preceding table bears to the total number
of shares of common stock set forth next to the names of all underwriters in the
preceding table.

     The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them.

     At our request, the underwriters have reserved for sale up to   percent of
the shares of common stock to be issued by us and offered in this offering for
sale, at the price per share in this offering, to directors, officers,
employees, business associates and related persons of Akamai. The underwriters
have also reserved for sale, at the initial public offering price, up to
               shares of common stock offered in this offering for Baker
Communications Fund, L.P., one of our stockholders. The number of shares of
common stock available for sale to the general public will be reduced to the
extent such individuals or entities purchase such reserved shares. Any reserved
shares which are not so purchased will be offered by the underwriters to the
general public on the same basis as the other shares of common stock offered by
the Prospectus for this offering.

     We have filed an application for our common stock to be quoted on the
Nasdaq National Market under the symbol "AKAM."

                                       50
53

     Akamai, our directors and executive officers and substantially all other
stockholders are expected to agree that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, during the
period ending 180 days after the date of this prospectus, he, she or it will
not, directly or indirectly:

     - Offer, pledge, sell, contract to sell, sell any option or contract to
       purchase, purchase any option or contract to sell, grant any option,
       right or warrant to purchase, lend or otherwise transfer or dispose of,
       directly or indirectly, any shares of common stock or any securities
       convertible into or exercisable or exchangeable for common stock; or

     - Enter into any swap or other arrangement that transfers to another, in
       whole or in part, any of the economic consequences of ownership of common
       stock,

whether any such transaction described above is to be settled by delivery of
common stock or such other securities, in cash or otherwise.

     In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the common stock, the underwriters may bid for, and purchase, shares of
common stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
common stock in the offering if the syndicate repurchases previously distributed
shares of common stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the common stock above independent market
levels. The underwriters are not required to engage in these activities and may
end any of these activities at any time.

     We and the underwriters have agreed to indemnify each other against
liabilities in connection with this offering, including liabilities under the
Securities Act.

     Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners has been named as a lead or co-manager on 56 filed
public offerings of equity securities, of which 31 have been completed, and has
acted as a syndicate member in an additional 27 public offerings of equity
securities. Thomas Weisel Partners does not have any material relationship with
us or any of our officers, directors or other controlling persons, except with
respect to its contractual relationship with us pursuant to the underwriting
agreement entered into in connection with this offering.

PRICING OF THE OFFERING

     Prior to this offering, there has been no public market for the shares of
common stock. Consequently, the public offering price for the shares of common
stock will be determined by negotiations between Akamai and the representatives
of the underwriters. Among the factors to be considered in determining the
public offering price will be:

     - Our record of operations, our current financial position and future
       prospects;

     - The experience of our management;

     - Sales, earnings and other financial and operating information in recent
       periods; and

     - The price-earnings ratios, price-sales ratios, market prices of
       securities and financial and operating information of companies engaged
       in activities similar to ours.

     The estimated public offering price range set forth on the cover page of
this preliminary prospectus is subject to change as a result of market
conditions and other factors.

                                       51
54

                                 LEGAL MATTERS

     The validity of the shares of common stock we are offering will be passed
upon for us by Hale and Dorr LLP, Boston, Massachusetts. Legal matters in
connection with this offering will be passed upon for the underwriters by Ropes
& Gray, Boston, Massachusetts.

                                    EXPERTS

     The financial statements as of December 31, 1998 and June 30, 1999 and for
the period from inception (August 20, 1998) to December 31, 1998 and the
six-month period ended June 30, 1999 included in this prospectus have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
we propose to sell in this offering. This prospectus, which constitutes part of
the registration statement, does not contain all of the information set forth in
the registration statement. For further information about us and the common
stock we propose to sell in this offering, we refer you to the registration
statement and the exhibits and schedules filed as a part of the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document filed as an exhibit to the registration statement are
not necessarily complete. If a contract or document has been filed as an exhibit
to the registration statement, we refer you to the copy of the contract or
document that we have filed. You may inspect the registration statement,
including exhibits, without charge at the principal office of the Securities and
Exchange Commission in Washington, D.C. You may inspect and copy the same at the
public reference facilities maintained by the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549,
and at the Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You can also obtain copies of this
material at prescribed rates by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
Securities and Exchange Commission maintains a website at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission.

                                       52
55

                           AKAMAI TECHNOLOGIES, INC.

                         INDEX TO FINANCIAL STATEMENTS
PAGE
                                                              ----
Financial Statements:
  Report of Independent Accountants.........................  F-2
  Balance Sheets............................................  F-3
  Statements of Operations..................................  F-4
  Statements of Convertible Preferred Stock and
     Stockholders' Deficit..................................  F-5
  Statements of Cash Flows..................................  F-6
  Notes to Financial Statements.............................  F-7
F-1
56

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Akamai Technologies, Inc.:

     In our opinion, the accompanying balance sheets and the related statements
of operations, cash flows and convertible preferred stock and stockholders'
deficit present fairly, in all material respects, the financial position of
Akamai Technologies, Inc. as of December 31, 1998 and June 30, 1999, and the
results of its operations and its cash flows for the period from inception
(August 20, 1998) to December 31, 1998 and for the six-month period ended June
30, 1999, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 10, 1999

                                       F-2
57

                           AKAMAI TECHNOLOGIES, INC.

                                 BALANCE SHEETS
PRO FORMA
                                                              DECEMBER 31,     JUNE 30,       JUNE 30,
                                                                  1998           1999           1999
                                                              ------------   ------------   ------------
                                                                                            (UNAUDITED)
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 6,579,909    $ 44,829,375   $ 44,829,375
  Short-term investments....................................      224,880         224,880        224,880
  Accounts receivable.......................................           --         394,819        394,819
  Prepaid expenses and other current assets.................       56,589         415,626        415,626
                                                              -----------    ------------   ------------
         Total current assets...............................    6,861,378      45,864,700     45,864,700
Property and equipment, net (Note 4)........................    1,522,980       6,274,556      6,274,556
Other assets................................................           --          29,077         29,077
Intangible assets, net......................................      481,282         458,646        458,646
                                                              -----------    ------------   ------------
         Total assets.......................................  $ 8,865,640    $ 52,626,979   $ 52,626,979
                                                              ===========    ============   ============
          LIABILITIES, CONVERTIBLE PREFERRED STOCK
             AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable and accrued expenses.....................  $   665,483    $  2,967,937   $  2,967,937
  Accrued payroll and benefits..............................       27,514         502,809        502,809
  Accrued interest..........................................           --         341,610        341,610
  Current portion of obligations under capital lease and
    equipment loan..........................................       12,350         450,685        450,685
                                                              -----------    ------------   ------------
         Total current liabilities..........................      705,347       4,263,041      4,263,041
Obligations under capital leases and equipment loan, net of
  current portion...........................................       24,859         905,502        905,502
Senior subordinated notes (Note 5)..........................           --      11,222,738     11,222,738
                                                              -----------    ------------   ------------
         Total long-term liabilities........................       24,859      12,128,240     12,128,240
                                                              -----------    ------------   ------------
         Total liabilities..................................      730,206      16,391,281     16,391,281
Series A convertible preferred stock; $0.01 par value;
  1,100,000 shares authorized, 1,100,000 issued and
  outstanding at December 31, 1998 and June 30, 1999,
  respectively, no shares issued and outstanding pro forma
  June 30, 1999 (liquidation preference $8,360,000 at June
  30, 1999).................................................    8,283,758       8,290,958             --
Series B convertible preferred stock; $0.01 par value;
  1,327,500 shares authorized, 1,327,500 issued and
  outstanding at June 30, 1999, no shares issued and
  outstanding pro forma June 30, 1999 (liquidation
  preference $20,263,130 at June 30, 1999)..................           --      20,138,130             --
Series C convertible preferred stock; $0.01 par value;
  145,195 shares authorized, none issued and outstanding at
  June 30, 1999, no shares issued and outstanding pro forma
  June 30, 1999.............................................           --              --             --
Series D convertible preferred stock; $0.01 par value;
  685,194 shares authorized, 685,194 issued and outstanding
  at June 30, 1999, no shares issued and outstanding pro
  forma June 30, 1999 (liquidation preference $12,524,657 at
  June 30, 1999)............................................           --      12,499,657             --
                                                              -----------    ------------   ------------
         Total convertible preferred stock (Note 7).........    8,283,758      40,928,745             --
Commitments and contingencies (Note 6)
Stockholders' equity (deficit) (Note 8):
  Common stock, $0.01 par value; 300,000,000 shares
    authorized; 17,282,655 issued and outstanding at
    December 31, 1998; 21,542,655 issued and outstanding at
    June 30, 1999, 37,650,502 shares issued and outstanding
    pro forma at June 30, 1999..............................      172,827         215,427        376,505
  Additional paid-in capital................................    2,075,314      16,247,266     57,014,933
  Notes receivable from officers for stock..................           --      (2,480,000)    (2,480,000)
  Deferred compensation.....................................   (1,505,975)     (8,002,463)    (8,002,463)
  Accumulated deficit.......................................     (890,490)    (10,673,277)   (10,673,277)
                                                              -----------    ------------   ------------
         Total stockholders' equity (deficit)...............     (148,324)     (4,693,047)    36,235,698
                                                              -----------    ------------   ------------
         Total liabilities and stockholders' equity
           (deficit)........................................  $ 8,865,640    $ 52,626,979   $ 52,626,979
                                                              ===========    ============   ============
The accompanying notes are an integral part of the financial statements.
                                       F-3
58

                           AKAMAI TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS
PERIOD FROM
                                                                  INCEPTION
                                                              (AUGUST 20, 1998)      SIX-MONTH
                                                                   THROUGH         PERIOD ENDED
                                                              DECEMBER 31, 1998    JUNE 30, 1999
                                                              -----------------    -------------
Revenue.....................................................     $ --              $    403,949
Operating expenses:
  Cost of service...........................................         30,623           1,408,119
  Engineering and development...............................        228,553           2,053,446
  Sales, general and administrative.........................        435,283           5,242,547
  Equity related compensation...............................        205,617           1,338,608
                                                                 ----------        ------------
          Total operating expenses..........................        900,076          10,042,720
                                                                 ----------        ------------
Operating loss..............................................       (900,076)         (9,638,771)
Interest income (expense), net..............................          9,586            (144,016)
                                                                 ----------        ------------
Net loss....................................................       (890,490)         (9,782,787)
Dividends and accretion to preferred stock redemption
  value.....................................................       --                   294,872
                                                                 ----------        ------------
Net loss attributable to common stockholders................     $ (890,490)       $(10,077,659)
                                                                 ==========        ============
Basic and diluted net loss per share........................     $    (0.12)       $      (1.07)
Weighted average common shares outstanding..................      7,507,434           9,445,718
Pro forma basic and diluted net loss per share
  (unaudited)...............................................     $    (0.09)       $      (0.46)
Pro forma weighted average common shares outstanding
  (unaudited)...............................................      9,631,078          21,206,743
The accompanying notes are an integral part of the financial statements.
                                       F-4
59

                           AKAMAI TECHNOLOGIES, INC.

      STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
      FOR THE PERIOD FROM INCEPTION (AUGUST 20, 1998) TO DECEMBER 31, 1998
                  AND THE SIX-MONTH PERIOD ENDED JUNE 30, 1999
SERIES A CONVERTIBLE     SERIES B CONVERTIBLE     SERIES D CONVERTIBLE
                            PREFERRED STOCK           PREFERRED STOCK          PREFERRED STOCK           COMMON STOCK
                         ----------------------   -----------------------   ---------------------   -----------------------
                          SHARES       AMOUNT      SHARES       AMOUNT      SHARES      AMOUNT        SHARES       AMOUNT
                         ---------   ----------   ---------   -----------   -------   -----------   ----------   ----------
Issuance of common
  stock to founders....                                                                             14,823,000   $  148,230
Issuance of common
  stock for technology
  license..............                                                                                341,055        3,410
Sales of restricted
  common stock.........                                                                              2,118,600       21,187
Sale of Series A
  convertible preferred
  stock................  1,100,000   $8,283,758
Amortization of
  deferred
  compensation.........
Net loss...............
                         ---------   ----------                                                     ----------   ----------
Balance at December 31,
  1998.................  1,100,000    8,283,758                                                     17,282,655      172,827
Sale of restricted
  common stock.........                                                                                990,000        9,900
Sale of restricted
  common stock in
  exchange for notes...                                                                              3,270,000       32,700
Sale of Series B
  convertible preferred
  stock................                           1,327,500   $19,875,115
Sale of Series D
  convertible preferred
  stock................                                                     685,194   $12,475,000
Dividends and accretion
  to preferred stock
  redemption value.....                   7,200                   263,015                  24,657
Issuance of warrants...
Deferred compensation
  related to grant of
  stock options........
Amortization of
  deferred
  compensation.........
Net loss...............
                         ---------   ----------   ---------   -----------   -------   -----------   ----------   ----------
Balance at June 30,
  1999.................  1,100,000   $8,290,958   1,327,500   $20,138,130   685,194   $12,499,657   21,542,655   $  215,427
                         =========   ==========   =========   ===========   =======   ===========   ==========   ==========
ADDITIONAL
                           PAID-IN       DEFERRED        NOTES      ACCUMULATED    SHAREHOLDERS'
                           CAPITAL     COMPENSATION   RECEIVABLE      DEFICIT         DEFICIT
                         -----------   ------------   -----------   ------------   -------------
Issuance of common
  stock to founders....  $    53,970                                                $   202,200
Issuance of common
  stock for technology
  license..............      284,590                                                    288,000
Sales of restricted
  common stock.........    1,736,754   $(1,711,591)                                      46,350
Sale of Series A
  convertible preferred
  stock................
Amortization of
  deferred
  compensation.........                    205,616                                      205,616
Net loss...............                                             $  (890,490)       (890,490)
                         -----------   -----------                  ------------    -----------
Balance at December 31,
  1998.................    2,075,314    (1,505,975)                    (890,490)       (148,324)
Sale of restricted
  common stock.........      905,100      (622,500)                                     292,500
Sale of restricted
  common stock in
  exchange for notes...    3,981,290    (1,533,990)   $(2,480,000)                           --
Sale of Series B
  convertible preferred
  stock................
Sale of Series D
  convertible preferred
  stock................
Dividends and accretion
  to preferred stock
  redemption value.....     (294,872)                                                  (294,872)
Issuance of warrants...    3,901,828                                                  3,901,828
Deferred compensation
  related to grant of
  stock options........    5,678,606    (5,678,606)                                          --
Amortization of
  deferred
  compensation.........                  1,338,608                                    1,338,608
Net loss...............                                              (9,782,787)     (9,782,787)
                         -----------   -----------    -----------   ------------    -----------
Balance at June 30,
  1999.................  $16,247,266   $(8,002,463)   $(2,480,000)  $(10,673,277)   $(4,693,047)
                         ===========   ===========    ===========   ============    ===========
The accompanying notes are an integral part of the financial statements.

                                       F-5
60

                           AKAMAI TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
PERIOD FROM INCEPTION
                                                              (AUGUST 20, 1998)      SIX-MONTH PERIOD
                                                            THROUGH DECEMBER 31,      ENDED JUNE 30,
                                                                    1998                   1999
                                                            ---------------------    ----------------
Cash flows from operating activities:
  Net loss................................................       $  (890,490)          $(9,782,787)
  Adjustments to reconcile net loss to net cash from
     operating activities:
     Depreciation and amortization........................            50,069               570,923
     Amortization of discount on senior subordinated notes
       and equipment loan.................................                --               133,440
     Amortization of deferred compensation................           205,617             1,338,608
     Loss on disposal of fixed asset......................                --                22,353
     Changes in operating assets and liabilities:
       Accounts receivable................................                --              (394,819)
       Prepaid expenses and other assets..................           (56,588)             (388,114)
       Accounts payable and accrued expenses..............           692,997             3,119,359
                                                                 -----------           -----------
Net cash provided by (used in) operating activities.......             1,605            (5,381,037)
                                                                 -----------           -----------
Cash flows from investing activities:
  Purchases of property and equipment.....................        (1,522,981)           (5,307,821)
  Purchases of short-term investments.....................          (224,880)                   --
                                                                 -----------           -----------
Net cash used in investing activities.....................        (1,747,861)           (5,307,821)
                                                                 -----------           -----------
Cash flows from financing activities:
  Payments on capital lease obligations...................            (3,943)               (7,124)
  Proceeds from equipment financing loan..................                --             1,500,000
  Payment on equipment financing loan.....................                --              (167,167)
  Proceeds from the issuance of senior subordinated notes,
     net..................................................                --            14,970,000
  Proceeds from issuance of Series A convertible preferred
     stock, net...........................................         8,283,758                    --
  Proceeds from issuance of Series B convertible preferred
     stock, net...........................................                --            19,875,115
  Proceeds from issuance of Series D convertible preferred
     stock, net...........................................                --            12,475,000
  Proceeds from issuance of restricted common stock.......            46,350               292,500
                                                                 -----------           -----------
Net cash provided by financing activities.................         8,326,165            48,938,324
                                                                 -----------           -----------
Net increase in cash and equivalents......................         6,579,909            38,249,466
Cash and cash equivalents, beginning of the period........                --             6,579,909
                                                                 -----------           -----------
Cash and cash equivalents, end of the period..............       $ 6,579,909           $44,829,375
                                                                 ===========           ===========
The accompanying notes are an integral part of the financial statements.
                                       F-6
61

                           AKAMAI TECHNOLOGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS:

     Akamai Technologies, Inc. ("Akamai" or the "Company") provides a global
Internet content delivery service that improves Web site speed and reliability
and protects against Web site crashes due to demand overloads. The Company's
FreeFlow service, which is sold to Global 2000 and Internet-centric businesses,
delivers customers' web content through a worldwide server network by locating
the content geographically closer to their users.

     The Company has experienced substantial net losses since its inception and,
as of June 30, 1999, had an accumulated deficit of $10,673,277. Such losses and
accumulated deficit resulted from the Company's lack of substantial revenue and
costs incurred in the development of the Company's service and in the
establishment of the Company's network. For the foreseeable future, the Company
expects to continue to experience significant growth in its operating expenses
in order to execute its current business plan, particularly engineering and
development and sales, general and administrative expenses.

     The Company has a single operating segment, Internet content delivery
service. The Company has no organizational structure dictated by product lines,
geography or customer type. All revenue earned to date have been generated from
U.S. based customers.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

  CASH AND CASH EQUIVALENTS

     Cash equivalents consist of cash held in bank deposit accounts and
short-term investments with remaining maturities of three months or less at the
date of purchase.

  PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed on a straight-line basis over estimated useful lives of
three to five years. Leasehold improvements are depreciated over the shorter of
related lease terms or the estimated useful lives. Property and equipment
acquired under capital lease is depreciated over the shorter of related lease
terms or the useful life of the asset. Upon retirement or sale, the costs of the
assets disposed and the related accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in the determination of
income. Repairs and maintenance costs are expensed as incurred.

  INTANGIBLE ASSETS

     Intangible assets consist primarily of the cost of acquired license rights
to content delivery technology. Intangible assets are amortized using the
straight-line method over ten years, based on the estimated useful life. The
carrying value of the intangible assets is reviewed on a quarterly basis for the
existence of facts or circumstances both internally and externally that may
suggest impairment. To date, no such impairment has occurred. The Company
determines whether an impairment has occurred based on gross expected future
cash flows and measures the amount of the impairment based on the related future
estimated discounted cash flows. The cash flow estimates used to determine the
impairment, if any, contain management's best estimates, using appropriate and
customary assumptions and projections at that time.

  REVENUE RECOGNITION

     The Company derives revenue from the sale of its FreeFlow service under
contracts with terms typically ranging from three to 12 months. The Company
recognizes revenue based on fees for the amount of Internet content delivered
through the Company's service. These contracts also provide for minimum monthly
fees. Revenue may also be derived from one-time implementation fees which are
recognized ratably over the period of the related contracts.

                                       F-7
62
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

  COSTS OF SERVICE

     Cost of service consists of depreciation of network equipment used in
providing the Company's FreeFlow service, fees paid to network providers for
bandwidth and monthly fees for housing the Company's servers in third-party
network data centers. The Company enters into contracts for bandwidth with
third-party network providers with terms typically ranging from six months to
three years. These contracts commit the Company to minimum monthly fees plus
additional fees for bandwidth usage above the contracted level. Under the
Company's FreeFlow ISP program, the Company provides FreeFlow servers without
charge to smaller Internet service providers which, in turn, provide the Company
with rack space for the Company's servers and bandwidth to deliver content. The
Company does not recognize as revenue any value to the Internet service
providers associated with the use of the Company's servers and does not expense
the value of the rack space and bandwidth received.

  STOCK-BASED COMPENSATION

     The Company accounts for stock-based awards to employees using the
intrinsic value method as prescribed by Accounting Principles Board ("APB") No.
25, "Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, no compensation expense is recorded for options issued to employees
in fixed amounts and with fixed exercise prices at least equal to the fair
market value of the Company's common stock at the date of grant. The Company has
adopted the provisions of Statement of Financial Accounting Standard ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," through disclosure only
(Note 9). All stock-based awards to nonemployees are accounted for at their fair
value in accordance with SFAS No. 123.

  ENGINEERING AND DEVELOPMENT COSTS

     Engineering and development costs consist primarily of salaries and related
personnel costs for the design, deployment, testing and enhancement of the
Company's service and the Company's network.

     Costs incurred in the engineering and development of the Company's service
are expensed as incurred, except for certain software development costs. Costs
associated with the development of computer software are expensed prior to the
establishment of technological feasibility (as defined by Statement of Financial
Accounting Standards ("SFAS") No. 86, "Accounting for the costs of Computer
Software to be Sold, Leased, or Otherwise Marketed") and capitalized thereafter.
The Company also has adopted Statement of Position ("SOP") 98-1, which requires
computer software costs associated with internal use software to be charged to
operations as incurred until certain capitalization criteria are met. Costs
eligible for capitalization under SFAS No. 86 and SOP 98-1 have been
insignificant to date.

  USE OF ESTIMATES

     The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates
in these financial statements include valuation of deferred tax assets and
useful lives of depreciable assets.

  CONCENTRATIONS OF CREDIT RISK

     Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
accounts receivable. At December 31, 1998 and June 30, 1999, the Company had
cash balances at certain financial institutions in excess of federally insured
limits. However, the

                                       F-8
63
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Company does not believe that it is subject to unusual credit risk beyond the
normal credit risk associated with commercial banking relationships. As of June
30, 1999, two customers accounted for 77% and 15% of accounts receivable. These
customers also accounted for 75% and 14% of total revenue for the six-month
period ended June 30, 1999.

  INCOME TAXES

     Deferred taxes are determined based on the difference between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. Valuation
allowances are provided if, based upon the weight of available evidence, it is
more likely than not some or all of the deferred tax assets will not be
realized.

  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of the Company's financial instruments, which include
cash equivalents, accounts receivable, notes receivable, accounts payable,
accrued expenses and notes payable approximate their fair values at June 30,
1999.

  OTHER COMPREHENSIVE INCOME

     The Company has adopted SFAS No. 130 "Reporting Comprehensive Income,"
which established standards for reporting and displaying comprehensive income
and its components in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive loss is equal to net
loss, for the period from inception (August 20, 1998) to December 31, 1998 and
for the six-month period ended June 30, 1999.

  RECENT ACCOUNTING PRONOUNCEMENT

     In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments and hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Company, to date, has
not engaged in derivative and hedging activities, and accordingly does not
believe that the adoption of SFAS No. 133 will have a material impact on the
financial reporting and related disclosures of the Company. The Company will
adopt SFAS No. 133 as required by SFAS No. 137, "Deferral of the Effective Date
of the FASB Statement No. 133," in fiscal year 2001.

  PRO FORMA BALANCE SHEET (UNAUDITED)

     Upon the closing of the Company's initial public offering, all of the
outstanding shares of convertible preferred stock as of June 30, 1999 will
automatically convert into approximately 16,107,847 shares of common stock. The
unaudited pro forma presentation of the balance sheet has been prepared assuming
the conversion of all shares of convertible preferred stock into common stock at
June 30, 1999. All references to pro forma information in the notes to the
financial statements are unaudited.

3.  NET LOSS PER SHARE AND PRO FORMA NET LOSS PER SHARE:

     Basic net loss per share is computed using the weighted average number of
common shares outstanding during the period. Dilutive net loss per share is
computed using the weighted average number of common shares outstanding during
the period, plus the dilutive effect of common stock equivalents. Common stock
equivalent shares consist of convertible preferred stock, unvested restricted
common stock, stock options and warrants. During the period from inception
(August 20, 1998) to December 31, 1998 and the six-month

                                       F-9
64
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

period ended June 30, 1999, options to purchase 643,500 and 4,558,000 shares of
common stock, respectively, unvested restricted common stock of 9,024,552 and
9,975,402, respectively, preferred stock convertible into 9,900,000 and
16,107,847 shares of common stock, respectively, and warrants to purchase none
and 1,037,550 shares of common stock, respectively, were excluded from the
calculation of earnings per share since their inclusion would be antidilutive.
Pro forma basic and diluted net loss per share have been calculated assuming the
conversion of all outstanding shares of preferred stock into common stock, as if
the shares had converted immediately upon their issuance. Accordingly, net loss
has not been adjusted for the accrued dividends for preferred stock in the
calculation of pro forma loss per share.

     The following is a calculation of pro forma net loss per share (unaudited):
PERIOD
                                                            FROM INCEPTION        SIX-MONTH
                                                         (AUGUST 20, 1998) TO   PERIOD ENDED
                                                          DECEMBER 31, 1998     JUNE 30, 1999
                                                         --------------------   -------------
Basic and diluted:
  Net loss.............................................      $ (890,490)         $(9,782,787)
Weighted average number of common shares...............        7,507,434           9,445,718
Weighted average assumed number of common shares upon
  conversion of preferred stock........................        2,123,644          11,761,025
                                                             -----------         -----------
Total weighted average number of shares used in
  computing pro forma net loss per share...............        9,631,078          21,206,743
                                                             ===========         ===========
Basic and diluted pro forma net loss per common
  share................................................      $    (0.09)         $     (0.46)
4.  PROPERTY AND EQUIPMENT:

     Property and equipment consists of the following:
ESTIMATED
                                                 DECEMBER 31,     JUNE 30,       USEFUL
                                                     1998           1999          LIVES
                                                 ------------    ----------    -----------
Computer and networking equipment..............   $1,384,582     $5,822,526       3 years
Purchased software.............................           --        160,391       3 years
Furniture and fixtures.........................      104,942        280,752       5 years
Office equipment...............................       44,608        225,065       3 years
Leasehold improvements.........................       30,000        370,052       5 years
                                                  ----------     ----------
                                                   1,564,132      6,858,786
Accumulated depreciation and amortization......      (41,152)      (584,230)
                                                  ----------     ----------
Property and equipment, net....................   $1,522,980     $6,274,556
                                                  ==========     ==========
Depreciation and amortization expense on property and equipment for the
period from inception (August 20, 1998) to December 31, 1998 and the six-month
period ended June 30, 1999 was $41,152 and $548,287, respectively.

     Equipment under capital leases at:
DECEMBER 31,    JUNE 30,    DEPRECIABLE
                                                       1998          1999         LIVES
                                                   ------------    --------    -----------
Office equipment.................................    $40,056       $ 54,451      3 years
Accumulated amortization.........................     (1,873)       (10,509)
                                                     -------       --------
Capital leases, net..............................    $38,183       $ 43,942
                                                     =======       ========
F-10
65
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5.  SENIOR SUBORDINATED NOTES:

     During April 1999, Akamai entered into note and warrant purchase agreements
with private investors. Under the agreements, Akamai issued 15% subordinated
demand notes payable in the aggregate amount of $15,000,000 due in May 2004. In
connection with the notes, the Company also issued warrants to purchase an
aggregate of 1,001,418 shares of common stock at $4.99 per share in exchange for
cash. These warrants expire in May 2004. The fair value of the warrants at the
time of issuance was estimated to be approximately $3,876,477, which was
recorded as additional paid-in capital and reduced the carrying value of the
notes. The fair value was estimated using the Black-Scholes model with the
following assumptions: dividend yield of 0%, volatility of 100%, risk free
interest rate of 5.1% and an expected life of 5 years. The discount on the notes
is being amortized over the term of the notes. For the six months ended June 30,
1999, interest expense of $129,215 related to the fair value of the warrants was
recognized.

6.  COMMITMENTS:

  LEASES

     The Company leases its facilities and certain equipment under operating
leases. Rent expense for the period from inception (August 20, 1998) to December
31, 1998 and the six-month period ended June 30, 1999 was $36,023 and $185,335,
respectively. The leases expire at various dates through April 30, 2004 and
generally require the payment of real estate taxes, insurance, maintenance, and
operating costs. The Company also leases certain equipment under capital leases.
The minimum aggregate future obligations under noncancelable leases and
equipment loans as of June 30, 1999 are as follows:
CAPITAL
                                                                              LEASES
                                                                            (INCLUDING
                                                              OPERATING     EQUIPMENT
YEAR ENDING                                                     LEASES        LOAN)
-----------                                                   ----------    ----------
1999........................................................  $  261,841    $  288,353
2000........................................................     519,404       576,702
2001........................................................     519,404       572,621
2002........................................................     519,404       160,123
2003........................................................     224,255            --
                                                              ----------    ----------
Total.......................................................  $2,044,308     1,597,799
                                                              ==========
Less interest...............................................                  (241,612)
                                                                            ----------
Total principal obligation..................................                 1,356,187
Less current portion........................................                  (450,685)
                                                                            ----------
Noncurrent portion of principal obligation..................                $  905,502
                                                                            ==========
EQUIPMENT LOAN

     The Company received an equipment loan from its bank for $1.5 million on
January 26, 1999. The equipment loan is repayable in monthly installments of
$46,318 for 36 months, with a lump sum payment of $112,500 due in February 2002.
The interest rate on this loan at June 30, 1999 is approximately 10.8%.

     In connection with the equipment loan, the Company issued warrants for the
purchase of 36,132 shares of common stock at a purchase price of $0.833. The
warrants were exercisable upon issuance and expire on January 26, 2002. The
Company estimated the value of the warrants to be $25,351 at the date of
issuance, which has been recorded as additional paid-in capital and reduced the
carrying value of the equipment loan. The fair value was estimated using the
Black-Scholes model with the following assumptions: dividend yield of

                                      F-11
66
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

0%, volatility of 100%, risk free interest rate of 5.1% and an expected life of
five years. The discount on the note is being amortized over the estimated life
of the loan.

  BANDWIDTH USAGE AND CO-LOCATION COSTS

     The Company has commitments for bandwidth usage and co-location with
various network service providers. For the six months ended December 31, 1999,
and the years ended December 31, 2000, 2001 and 2002, the minimum commitments
are approximately $3,293,500, $4,861,400, $3,309,300, and $964,400,
respectively. Some of these agreements may be amended to either increase or
decrease the minimum commitments during the life of the contract.

7.  CONVERTIBLE PREFERRED STOCK:

     The authorized capital stock of the Company consists of (i) 300,000,000
shares of voting common stock ("Common Stock") authorized for issuance with a
par value of $0.01 and (ii) 10,000,000 shares of preferred stock with a par
value of $0.01, of which 1,100,000 shares are designated as Series A convertible
preferred stock ("Series A preferred stock"), 1,327,500 shares are designated as
Series B convertible preferred stock ("Series B preferred stock"), 145,195
shares are designated as Series C convertible preferred stock ("Series C
preferred stock"), and 685,194 shares of Series D convertible preferred stock
("Series D preferred stock").

  SERIES A CONVERTIBLE PREFERRED STOCK

     In November and December 1998, the Company issued 1,100,000 shares of
Series A preferred stock at $7.60 per share to investors for total consideration
of $8,283,758 (net of offering costs of $76,242).

     The holders of the Series A preferred stock have voting rights equivalent
to the number of shares of common stock into which their shares of Series A
preferred stock convert. Dividends must be paid when dividends are declared on
common stock. The Series A preferred stock is convertible at any time by the
holders, at the then applicable conversion rate (1-to-1 on the date of issuance;
9.154-to-1 at June 30, 1999) adjusted for certain events including stock splits
and dividends. The Series A preferred stock is redeemable, subject to the
approval of the holders of 66% of the then outstanding shares of Series A
preferred stock beginning November 23, 2003 if the Company has not made a
qualified initial public offering of its common stock. Upon liquidation, holders
of Series A preferred stock are entitled to receive, out of funds then generally
available, $7.60 per share, plus any declared and unpaid dividends, thereon.
Following payment to holders of all other classes of preferred stock to which
the Series A preferred stock is subordinate, holders of Series A preferred stock
are then entitled to share in remaining available funds on an "as-if converted"
basis with holders of common stock.

  SERIES B CONVERTIBLE PREFERRED STOCK

     In April 1999, the Company issued 1,327,500 shares of Series B preferred
stock at $15.066 per share to private investors for total consideration of
$19,875,115 (net of offering costs of $125,000). In addition, the Company issued
a warrant to purchase 145,195 shares of Series C preferred stock at an exercise
price of $34.436 per share which expires at the earlier of (i) December 31, 1999
and (ii) the date immediately prior to the consummation of a qualified initial
public offering.

     The holders of Series B preferred stock have voting rights equivalent to
the number of shares of common stock into which their shares of Series B
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $15.066 per share, on a per share basis.
Dividends will only be paid in the event of a liquidation or redemption, as
defined. The Series B preferred stock is convertible at any time by the holders,
at the then applicable conversion rate (1-to-1 on the date of issuance; 3-to-1
at June 30, 1999) adjusted for certain events including stock splits. The Series
B preferred stock is

                                      F-12
67
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

redeemable, as defined, subject to the approval of the holders of 66% of the
then outstanding shares of Series B preferred stock beginning April 5, 2003 if
the Company has not made a qualified initial public offering of its common
stock. Upon liquidation, holders of Series B preferred stock are entitled to
receive, out of funds then generally available, $15.066 per share, plus any
accrued and unpaid dividends, thereon. Following payment to holders of all other
classes of preferred stock to which the Series B preferred stock is subordinate,
holders of Series B preferred stock are then entitled to share in remaining
available funds on an "as if converted" basis with holders of common stock.

  SERIES C CONVERTIBLE PREFERRED STOCK

     In connection with the Series B preferred stock issuance, one holder of the
Series B preferred stock received the option to purchase 145,195 shares of
Series C preferred stock at the purchase price of $34.436 per share. The option
to purchase the Series C preferred stock expires upon the earlier of an initial
public offering or December 31, 1999. As of June 30, 1999, this option had not
been exercised by the holder.

     The holders of the Series C preferred stock have voting rights equivalent
to the number of shares of common stock into which their shares of Series C
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $34.436 per share, on a per share basis.
Dividends will only be paid in the event of a liquidation or redemption. The
Series C preferred stock is convertible at any time by the holders, at the then
applicable conversion rate (1-to-1 on the date of issuance; 3.128-to-1 at June
30, 1999) adjusted for certain events including stock splits and dividends
subject to the approval of the holders of 66% of the then outstanding shares of
Series C preferred stock beginning April 5, 2003 if the Company has not made a
qualified initial public offering of its common stock. Upon liquidation, holders
of Series C preferred stock are entitled to receive, out of funds generally
available, $34.436 per share, plus any accrued and unpaid dividends, thereon.
Following payment to holders of all other classes of preferred stock to which
Series C is subordinate, holders of Series C preferred stock are then entitled
to share in remaining available funds on an "as if converted" basis with holders
of common stock.

  SERIES D CONVERTIBLE PREFERRED STOCK

     In June 1999, the Company issued 685,194 shares of Series D preferred stock
at $18.243 per share to private investors for total consideration of $12,475,000
(net of offering costs of $25,000).

     The holders of Series D preferred stock have voting rights equivalent to
the number of shares of common stock into which their shares of Series D
preferred stock convert. Dividends accrue annually and are cumulative at a rate
of 8% of the original purchase price of $18.243 per share, on a per share basis.
Dividends will be paid only in the event of a liquidation or redemption, as
defined. The Series D preferred stock is convertible at any time by the holders,
at the then applicable conversion rate (1-to-1 on the date of issuance; 3-to-1
at June 30, 1999) adjusted for certain events including stock splits and
dividends. The Series D preferred stock is redeemable, as defined, subject to
the approval of the holder of 66% of the then outstanding shares of Series D
preferred stock.

     The holder of the Series D preferred stock is also a customer of the
Company. In June 1999, the holder of the Series D preferred stock entered into a
services agreement with the Company at customary rates. The aggregate minimum
value of the services agreement is $12,360,000 through July 2000. Accounts
receivable included $303,795 from this customer at June 30, 1999. Revenue
recognized from this customer for the six-month period ended June 30, 1999 were
$303,795.

                                      F-13
68
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     Upon the closing of the anticipated public offering, all outstanding shares
of preferred stock will automatically convert into shares of common stock as
follows:
SHARES OF
SERIES                                                        COMMON STOCK
------                                                        ------------
Series A preferred stock....................................   10,069,765
Series B preferred stock....................................    3,982,500
Series C preferred stock....................................           --
Series D preferred stock....................................    2,055,582
                                                               ----------
                                                               16,107,847
                                                               ==========
In August 1999, the Company issued 1,867,480 shares of Series E Convertible
Preferred Stock ("Series E preferred stock") (see Note 13). Upon the closing of
the anticipated public offering, all outstanding shares of Series E preferred
stock will automatically convert into 1,867,480 shares of common stock.

8.  STOCKHOLDERS' DEFICIT:

  STOCK SPLIT

     On January 28, 1999, the Company effected a 3-for-1 stock split through a
stock dividend of common stock. On May 25, 1999, the Company effected a 3-for-1
stock split through a stock dividend of common stock. All references to
preferred and common stock share and per share amounts including options and
warrants to purchase common stock have been retroactively restated to reflect
the stock splits.

  COMMON STOCK

     The common stockholders are entitled to one vote per share. At June 30,
1999, the Company had reserved 22,157,585 shares of common stock, for future
issuance upon conversion of Series A preferred stock, Series B preferred stock,
Series C preferred stock, Series D preferred stock, and the exercise of warrants
and stock options.

  NOTES RECEIVABLE FROM OFFICERS FOR STOCK

     In the connection with the issuance of restricted common stock, the Company
received full recourse notes receivable from the Chief Executive Officer and
President of the Company in the amount of $1,980,000 and $500,000, respectively.
The notes bear interest at 5.3%, and are payable in full by March 26, 2009 and
May 18, 2009, respectively.

9.  1998 STOCK INCENTIVE PLAN:

     In 1998, the Board of Directors adopted the 1998 Stock Incentive Plan (the
"1998 Plan") for the issuance of incentive and nonqualified stock options and
restricted stock awards. The number of shares of common stock reserved for
issuance under the 1998 Plan is 11,377,800 shares. Options to purchase common
stock and restricted stock awards are granted at the discretion of the Board of
Directors.

     Under the terms of the 1998 Plan, the exercise price of incentive stock
options granted must not be less than 100% (110% in certain cases) of the fair
market value of the common stock on the date of grant, as determined by the
Board of Directors. The exercise price of nonqualified stock options may be less
than the fair market value of the common stock on the date of grant, as
determined by the Board of Directors but in no case may the exercise price be
less than the statutory minimum. Vesting of options granted is at the discretion
of the Board of Directors, which typically is four years.

                                      F-14
69
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     A restricted stock award provides for the issuance of common stock to
directors, officers, consultants and other key personnel at prices determined by
a Committee selected by the Board of Directors. Participants' unvested shares
are subject to repurchase by the Company at the original purchase price for up
to four years. Generally, 25% of the shares vest on the first anniversary of the
date of purchase and, thereafter, the remaining shares vest on a quarterly basis
through the fourth anniversary of the date of purchase. As of December 31, 1998
and June 30, 1999, the Company had the right to repurchase up to 1,641,600 and
4,423,500 unvested shares, respectively. Such shares may be repurchased at the
original purchase prices ranging from $0.01 to $1.67 per share. The shares
outstanding at December 31, 1998 and June 30, 1999 under the 1998 Plan have a
weighted average repurchase price of $0.04 and $0.48 per share, respectively.

     A summary of activity under the Company's 1998 plan for the period from
inception (August 20, 1998) to December 31, 1998 and the six-month period ended
June 30, 1999 is presented below:
WEIGHTED-
                                                                            AVERAGE
                                                                             SHARE
                                                               SHARES        PRICE
                                                              ---------    ---------
RESTRICTED STOCK AWARDS.....................................         --         --
Outstanding at inception
  Issued....................................................  1,641,600      $0.04
  Repurchased...............................................         --         --
                                                              ---------      -----
Outstanding at December 31, 1998............................  1,641,600       0.04
  Issued....................................................  4,260,000       0.65
  Repurchased...............................................         --         --
                                                              ---------      -----
Outstanding at June 30, 1999................................  5,901,600      $0.48
                                                              =========      =====
Vested restricted common stock at June 30, 1999.............  1,478,100      $0.50
                                                              =========      =====
STOCK OPTION AWARDS
Outstanding at inception....................................         --         --
  Granted...................................................    643,500      $0.03
  Exercised.................................................         --
  Forfeited.................................................         --         --
                                                              ---------      -----
Outstanding at December 31, 1998............................    643,500      $0.03
  Granted...................................................  4,064,200       0.48
  Exercised.................................................         --         --
  Forfeited.................................................   (149,700)      0.72
                                                              ---------      -----
Outstanding at June 30, 1999................................  4,558,000      $0.40
                                                              =========      =====
The following table summarizes information about stock options outstanding
at June 30, 1999:
VESTED AND EXERCISABLE
                              WEIGHTED                -----------------------
                               AVERAGE     WEIGHTED                 WEIGHTED
  RANGE OF       NUMBER       REMAINING    AVERAGE                   AVERAGE
  EXERCISE     OF OPTIONS    CONTRACTUAL   EXERCISE     NUMBER      EXERCISE
   PRICES      OUTSTANDING      LIFE        PRICE     OF OPTIONS      PRICE
  --------     -----------   -----------   --------   -----------   ---------
$0.02 - $0.08   3,476,700        9.6        $0.07
$0.67 - $1.00     351,000        9.8        $0.84
$1.67 - $2.00     730,300        9.9        $1.80       70,000        $1.67
                ---------        ---        -----       ------        -----
$0.02 - $2.00   4,558,000        9.6        $0.40       70,000        $1.67
                =========        ===        =====       ======        =====
F-15
70
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation, SFAS No. 123," encourages but does not require
companies to record compensation cost for stock-based employee compensation at
fair value. The Company has chosen to account for stock-based compensation
granted to employees using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Accordingly, deferred compensation cost for restricted
stock awards and stock options granted to employees is measured as the excess,
if any, of the fair value of the Company's stock at the date of the grant over
the amount that must be paid to acquire the stock. From inception (August 20,
1998) through December 31, 1998 and the six-month period ended June 30, 1999,
the Company recorded approximately $1,711,600 and $7,835,000, respectively, in
deferred compensation for restricted stock awards and options to purchase common
stock granted at exercise prices subsequently determined to be below the fair
value of the common stock. Compensation expense of $205,617 and $1,338,608 was
recognized during the period from inception (August 20, 1998) through December
31, 1998 and the six-month period ended June 30, 1999, respectively.

     Had the value of options granted been measured using the fair value method
prescribed by SFAS 123, the fair value of the options granted from inception
(August 20, 1998) through December 31, 1998 and the six-month period ended June
30, 1999 is estimated to be $0.01 and $1.59 per share, respectively. The fair
value of the option grant was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: risk free
rate of 5.5%; no expected dividends; an expected life of 10 years; and no
volatility. Had the Company accounted for stock options to employees under the
fair value method prescribed under SFAS No. 123, net losses as reported for the
period from inception (August 20, 1998) to December 31, 1998 and the six-month
period ended June 30, 1999 would have been $891,033 and $9,763,809,
respectively, under SFAS 123. Basic and diluted net loss per share would have
been $(0.12) and $(1.03) on a pro forma basis for the period from inception
(August 20, 1998) to December 31, 1998 and the six-month period ended June 30,
1999, respectively. The effects of applying SFAS 123 in this pro forma
disclosure are not indicative of future amounts.

10.  INCOME TAXES:

     The provision for income taxes consists of the following:
PERIOD FROM
                                                             INCEPTION         SIX-MONTH
                                                         (AUGUST 20, 1998)    PERIOD ENDED
                                                          TO DECEMBER 31,       JUNE 30,
                                                               1998               1999
                                                         -----------------    ------------
Current tax expense....................................             --                 --
Deferred tax expense/(benefit).........................      $(288,000)       $(3,396,000)
Valuation allowance....................................        288,000          3,396,000
                                                             ---------        -----------
                                                                    --                 --
                                                             =========        ===========
F-16
71
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     The Company's effective tax rate varies from the statutory rate as follows:
PERIOD FROM
                                                              INCEPTION         SIX-MONTH
                                                          (AUGUST 20, 1998)    PERIOD ENDED
                                                           TO DECEMBER 31,       JUNE 30,
                                                                1998               1999
                                                          -----------------    ------------
U.S. Federal income tax rate............................        (34.0)%           (34.0)%
State taxes.............................................         (6.3)             (5.8)
Deferred compensation amortization......................          3.2               3.4
Other...................................................         (0.9)             (0.3)
Valuation allowance.....................................         38.0              36.7
                                                                -----             -----
                                                                   --                --
                                                                =====             =====
Based on the Company's current financial status, realization of the
Company's deferred tax assets does not meet the "more likely than not" criteria
under SFAS No. 109 and, accordingly, a valuation allowance for the entire
deferred tax asset amount has been recorded. The components of the net deferred
tax asset (liability) and the related valuation allowance are as follows:
DECEMBER 31, 1998    JUNE 30, 1999
                                                         -----------------    -------------
Net operating loss carryforwards.......................      $  16,000         $ 2,915,000
Capitalized start-up costs.............................        207,000             480,000
Capitalized research and development expenses..........         70,000             377,000
Depreciation...........................................        (13,000)            (88,000)
Other..................................................          8,000                  --
                                                             ---------         -----------
                                                               288,000           3,684,000
Valuation allowance....................................       (288,000)         (3,684,000)
                                                             ---------         -----------
Net deferred tax assets................................             --                  --
                                                             =========         ===========
As of June 30, 1999, the Company has federal and state net operating loss
carryforwards of $7,033,000 which begin to expire in 2019. These net operating
loss carryforwards may be used to offset future federal and state taxable income
tax liabilities. The Company also has federal and state tax credit carryforwards
of $58,000 and $36,000, respectively.

     Ownership changes resulting from the Company's issuance of capital stock
may limit the amount of net operating loss and tax credit carryforwards that can
be utilized annually to offset future taxable income. The amount of the annual
limitation is determined based upon the Company's value immediately prior to the
ownership change. Subsequent significant changes in ownership could further
affect the limitation in future years.

11.  EMPLOYEE BENEFIT PLAN:

     In January 1999, the Company established a savings plan for its employees
which is designed to be qualified under Section 401(k) of the Internal Revenue
Code. Eligible employees are permitted to contribute to the 401(k) plan through
payroll deductions within statutory and plan limits. The Company has not
contributed to the savings plan to date.

                                      F-17
72
                           AKAMAI TECHNOLOGIES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

12.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     The following is the supplemental cash flow information for all periods
presented:
PERIOD FROM
                                                              INCEPTION         SIX-MONTH
                                                          (AUGUST 20, 1998)    PERIOD ENDED
                                                           TO DECEMBER 31,       JUNE 30,
                                                                1998               1999
                                                          -----------------    ------------
Cash paid during the period for interest................      $ 10,407          $   66,502
Cash paid during the period for income taxes............            --               5,990
Noncash financing and investing activities:
  Purchase of technology license for stock..............       490,200
  Issuance of restricted common stock in exchange for
     note receivable....................................            --           2,480,000
  Dividends accrued, not paid on convertible preferred
     stock..............................................            --             287,672
  Acquisition of equipment through capital lease........        40,056              14,395
13.  SUBSEQUENT EVENTS:

  SERIES E CONVERTIBLE PREFERRED STOCK

     In August 1999, the Company issued 1,867,480 shares of Series E preferred
stock at $26.239 per share to a private investor for total consideration of
$49,000,808.

     The holders of Series E preferred stock have voting rights equivalent to
the number of shares of common stock into which the shares of Series E preferred
stock convert. Dividends accrue annually and are cumulative at a rate of 8% of
the original purchase price of $26.239 per share, on a per share basis.
Dividends will be paid only in the event of a liquidation or redemption. The
Series E preferred stock is convertible at any time by the holders, at the then
applicable conversion rate (1-to-1 on the date of issuance) adjusted for certain
events such as stock splits and dividends. The Series E preferred stock is
redeemable, subject to the approval of the holders of 66% of the then
outstanding shares of Series E preferred stock.

     In connection with the issuance of Series E preferred stock, the authorized
common stock increased from 60,000,000 to 300,000,000 and the authorized
preferred stock increased from 5,000,000 to 10,000,000 shares. All amounts have
been restated to reflect the increase in authorized shares.

                                      F-18
73

                                 [AKAMAI LOGO]
74

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.
SEC registration fee........................................  $23,978
NASD filing fee.............................................    9,125
Nasdaq National Market listing fee..........................   95,000
Printing and engraving expenses.............................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Blue Sky fees and expenses (including legal fees)...........   15,000
Transfer agent and registrar fees and expenses..............
Miscellaneous...............................................
                                                              -------
          Total.............................................
                                                              =======
The Company will bear all expenses shown above.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

     Article EIGHTH of the Restated Certificate provides that a director or
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought against him
by virtue of his position as a director or officer of the Registrant if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful and (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless the Court of Chancery of
Delaware determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, unless it is determined that he did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.

     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the
                                      II-1
75

Registrant fails to make an indemnification payment within 60 days after such
payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.

     Article EIGHTH of the Restated Certificate further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

     The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Company against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Act"). Reference is made to the
form of Underwriting Agreement to be filed as Exhibit 1.1 hereto.

     The Registrant has obtained liability insurance for its officers and
directors.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

     Since incorporation in August 20, 1998, the Registrant has issued the
following securities that were not registered under the Securities Act as
summarized below. All issues of common stock from September 2, 1998 to January
28, 1999 reflect a 3-for-1 stock dividend. All issues of common stock from
January 29, 1999 to May 25, 1999 reflect a 3-for-1 stock dividend.

     (a) Issuances of Capital Stock.

          1. On September 2, 1998, the Registrant issued and sold an aggregate
     of 1,397,750 shares (12,579,750 shares on a post-split basis, as described
     herein) of its common stock at a purchase price of $0.10 per share, to F.
     Thomson Leighton, Daniel M. Lewin, and Jonathan Seelig pursuant to their
     respective stock restriction agreements. These shares were subject to a
     3-for-1 stock dividend on January 28, 1999, upon which date the transferees
     of Messrs. Leighton and Lewin and Mr. Seelig received an aggregate of
     2,795,500 more shares of common stock. These shares were subject to a
     3-for-1 stock dividend on May 25, 1999, upon which date the transferees of
     Messrs. Leighton and Lewin and Mr. Seelig received an aggregate 8,386,500
     more shares of common stock.

          2. On September 2, 1998, the Registrant issued and sold an aggregate
     of 41,250 shares (371,250 shares on a post-split basis, as described
     herein) of its common stock at a purchase price of $0.10 per share, to
     Preetish Nijhawan pursuant to a right of first refusal agreement. These
     shares of common stock were subject to a 3-for-1 stock dividend on January
     28, 1999, upon which date Mr. Nijhawan received 82,500 more shares of
     common stock. These shares of common stock shares were subject to a 3-for-1
     stock dividend on May 25, 1999, upon which date Mr. Nijhawan and his
     transferees received 247,500 more shares of common stock.

          3. On September 2, 1998, the Registrant issued and sold an aggregate
     of 198,000 shares of its common stock (1,782,000 shares on a post-split
     basis, as described herein) of its common stock at a

                                      II-2
76

     purchase price of $0.10 per share, for an aggregate purchase price of
     $19,800.00, to Randall Kaplan and David Karger, pursuant to their
     respective stock restriction agreements. These shares of common stock were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     Messrs. Kaplan and Karger received an aggregate of 396,000 more common
     stock shares. These shares of common stock were subject to a 3-for-1 stock
     dividend on May 25, 1999, upon which date Messrs. Kaplan and Karger
     received an aggregate of 1,188,000 more shares of common stock.

          4. On September 2, 1998, the Registrant issued and sold 10,000 shares
     (90,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.10 per share, for an aggregate purchase
     price of $1,000.00, to Marco Greenberg pursuant to a right of first refusal
     agreement. These shares of common stock shares were subject to a 3-for-1
     stock dividend on January 28, 1999, upon which date Mr. Greenberg received
     20,000 more common stock shares. These shares of common stock were subject
     to a 3-for-1 stock dividend on May 25, 1999, upon which date Mr. Greenberg
     received 60,000 more shares of common stock.

          5. On October 28, 1998, the Registrant issued and sold 132,400 shares
     (1,191,600 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share to Paul Sagan pursuant to a
     restricted stock agreement. These shares of common stock shares were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     Mr. Sagan received 264,800 shares of common stock. These shares of common
     stock were subject to a 3-for-1 stock dividend on May 25, 1999, upon which
     date Mr. Sagan and his transferee received 794,400 more shares of common
     stock.

          6. On November 13, 1998, the Registrant issued and sold 20,000 shares
     (180,000 shares on a post-split basis, as described herein) of its common
     stock at a $5,000 purchase price of $0.25 per share to Gilbert Friesen
     pursuant to a stock restriction agreement. These shares of common stock
     were subject to a 3-for-1 stock dividend on January 28, 1999, upon which
     date Mr. Friesen's transferee received 40,000 more shares of common stock.
     These shares of common stock were subject to a 3-for-1 stock dividend on
     May 25, 1999, upon which date Mr. Friesen's transferee received 120,000
     more shares of its common stock.

          7. On November 19, 1998, the Registrant issued and sold 33,000 shares
     (297,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share, for an aggregate purchase
     price of $8,250.00, to the Arthur H. Bilger 1996 Family Trust pursuant to a
     stock restriction agreement. These shares of common stock were subject to a
     3-for-1 stock dividend on January 28, 1999, upon which date the Arthur H.
     Bilger 1996 Family Trust received 66,000 more shares of common stock. These
     shares of common stock were subject to a 3-for-1 stock dividend on May 25,
     1999, upon which date the Arthur H. Bilger 1996 Family Trust received
     198,000 more shares of common stock.

          8. On November 23, 1998, the Registrant issued and sold an aggregate
     of 37,895 shares (341,055 shares on a post-split basis, as described
     herein) of its common stock to the Massachusetts Institute of Technology
     pursuant to the terms of an exclusive patent and non-exclusive copyright
     license Agreement dated as of October 26, 1998 between the Registrant and
     the Massachusetts Institute of Technology. These common stock shares were
     subject to a 3-for-1 stock dividend on January 28, 1999, upon which date
     the investors received an aggregate of 75,790 more shares of common stock.
     These common stock shares were subject to a 3-for-1 stock dividend on May
     25, 1999, upon which date the investors received an aggregate of 227,370
     more shares of common stock.

          9. On November 23, 1998, the Registrant issued and sold 467,101 shares
     of its Series A convertible preferred stock at a purchase price of $7.60
     per share to 7 investors pursuant to a Series A convertible preferred stock
     purchase agreement.

          10. On November 30, 1998, the Registrant issued and sold 205,258
     shares of its Series A convertible preferred stock at a purchase price of
     $7.60 per share to 10 investors pursuant to a Series A convertible
     preferred stock purchase agreement.

                                      II-3
77

          11. On December 14, 1998, the Registrant issued and sold 427,641
     shares of its Series A convertible preferred stock at a purchase price of
     $7.60 per share to 8 investors pursuant to a Series A convertible preferred
     stock purchase agreement.

          12. On December 3, 1998, the Registrant issued and sold an aggregate
     of 50,000 shares (450,000 shares on a post-split basis) of its common stock
     at a purchase price of $0.75 per share, for an aggregate purchase price of
     $37,500, to William Bogstad and Yoav Yerushalmi pursuant to their
     respective Stock Restriction Agreements. These shares common stock shares
     were subject to a 3-for-1 stock dividend on January 28, 1999, upon which
     date Messrs. Bogstad and Yerushalmi received an aggregate of 100,000 more
     shares of common stock. These shares of common stock were subject to a
     3-for-1 stock dividend on May 25, 1999, upon which date Messrs. Bogstad and
     Yerushalmi received 300,000 more shares of common stock.

          13. On March 15, 1999, the Registrant issued and sold 210,000 shares
     (630,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $0.25 per share, for the purchase price of
     $52,500, to Earl P. Galleher III pursuant to a stock restriction agreement.
     These common stock shares were subject to a 3-for-1 stock dividend on May
     25, 1999, upon which date Mr. Galleher received 420,000 more shares of
     common stock.

          14. On March 26, 1999, the Registrant issued and sold 20,000 shares
     (60,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $2.00 per share, for the aggregate purchase
     price of $40,000, to Steven P. Heinrich. These common stock shares were
     subject to a 3-for-1 stock dividend on May 25, 1999, upon which date Mr.
     Heinrich received 40,000 more shares of common stock.

          15. On March 26, 1999, the Registrant issued 100,000 shares (300,000
     shares on a post-split basis, as described herein) of its common stock at a
     purchase price of $2.00 per share, for an aggregate purchase price of
     $200,000.00, to Arthur H. Bilger pursuant to a stock restriction agreement
     granted under the 1998 Stock Incentive Plan. These shares of common stock
     were subject to a 3-for-1 stock dividend on May 25, 1999, upon which date
     ADASE Partners LLC, the transferee of Mr. Bilger, received 200,000 more
     common stock shares.

          16. On March 26, 1999, the Registrant issued and sold 990,000 shares
     (2,970,000 shares on a post-split basis, as described herein) of its common
     stock at a purchase price of $2.00 per share, for an aggregate purchase
     price of $1,980,000, to George Conrades pursuant to a stock restriction
     agreement granted under the 1998 Stock Incentive Plan. These shares of
     common stock were subject to a 3-for-1 stock dividend on May 25, 1999, upon
     which date Mr. Conrades received 1,980,000 more shares of common stock.

          17. On April 16, 1999, the Registrant issued and sold 929,244 shares
     of its Series B convertible preferred stock at a purchase price of $15.066
     per share to Baker Communications Fund, L.P. pursuant to a Series B
     convertible preferred stock and Series C convertible preferred stock
     purchase agreement.

          18. On April 30, 1999, the Registrant issued and sold 398,256 shares
     of its Series B convertible preferred stock to 23 investors pursuant to a
     Series B convertible preferred stock and Series C convertible preferred
     stock purchase agreement.

          19. On May 18, 1999, the Registrant issued and sold 100,000 shares
     (300,000 shares on a post-split basis, as described herein) of common stock
     at price of $5.00 per share, for a purchase price of $500,000 to Paul Sagan
     pursuant to a Stock restriction agreement granted under 1998 Stock
     Incentive Plan. These common stock shares were subject to a 3-for-1 stock
     dividend on May 25, 1999, upon which date Mr. Sagan received 200,000 more
     common stock shares.

          20. On June 21, 1999, the Registrant issued and sold 685,194 shares of
     its Series D convertible preferred shares at a purchase price of $18.243
     per share to Apple Computer Inc. Ltd. pursuant to the Series D convertible
     preferred stock purchase agreement.

                                      II-4
78

          21. On July 1, 1999, the Registrant issued and sold 5,000 shares of
     its common stock at a purchase price of $1.67 per share, for a purchase
     price of $8,350.00, to Amos Hostetter pursuant to the exercise of a stock
     option.

          22. On July 1, 1999, the Registrant issued and sold 5,000 shares of
     its common stock at a purchase price of $1.67 per share, for a purchase
     price of $8,350.00, to Benjamin A. Gomez pursuant to the exercise of a
     stock option.

          23. On July 23, 1999, the Registrant issued and sold 125,000 shares of
     its common stock at a purchase price of $5.00 per share, for an aggregate
     purchase price of $625,000.00, to Robert O. Ball III pursuant to a stock
     restriction agreement.

          24. On August 6, 1999, the Registrant issued and sold 1,867,480 shares
     of its Series E convertible preferred shares at a purchase price of $26.239
     per share to Cisco Systems, Inc. pursuant to a Series E convertible
     preferred stock purchase agreement.

     (b) Grants of Stock Options.

          1. From inception through June 30, 1999, the Registrant granted stock
     options to purchase 4,558,000 shares of common stock at exercise prices
     ranging from $0.25 to $2.00 per share to employees, consultants and
     directors pursuant to its 1998 Stock Incentive Plan.

          2. On April 16, 1999, the Registrant granted an option to purchase up
     to 145,195 shares of its Series C convertible preferred stock at an
     exercise price of $34.436 per share to Baker Communications Fund, L.P.
     pursuant to a Series B convertible preferred stock and Series C convertible
     preferred stock purchase agreement.

     (c) Issuances of Notes and Warrants

          1. On January 27, 1999, the Registrant issued a warrant to purchase up
     to 3,947 shares of Common Stock at an exercise price of $7.60 per share. As
     of June 30, 1999, this warrant was exercisable for up to 36,132 shares of
     Common Stock at an exercise price of $0.83 per share.

          2. On May 7, 1999, the Registrant issued 15% senior subordinated notes
     in the principal amount of $15,000,000 and warrants to purchase up to
     333,806 shares (1,001,418 shares on a post-split basis) of Common Stock at
     an exercise price of $14.979 ($4.993 on a post-split basis) per share to 20
     investors pursuant to a 15% senior subordinated notes and warrants to
     purchase common stock purchase agreement.

     No underwriters were involved in any of the foregoing sales of securities.
Such sales were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Section 4(2) thereof relative to
sales by an issuer not involving any public offering or the rules and
regulations thereunder, or, in the case of options to purchase common stock,
Rule 701 of the Securities Act. All of the foregoing securities are deemed
restricted securities for the purposes of the Securities Act.

                                      II-5
79

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
*1.1    Form of Underwriting Agreement.
   3.1    Certificate of Incorporation of the Registrant, as amended.
   3.2    Form of Amended and Restated Certificate of Incorporation of
          the Registrant, to be filed prior to the closing of this
          offering.
   3.3    By-Laws of the Registrant.
   3.4    Form of Amended and Restated By-Laws of the Registrant, to
          be effective upon the closing of this offering.
  *4.1    Specimen common stock certificate.
   4.2    Third Amended and Restated Registration Rights Agreement
          dated August 6, 1999.
  *5.1    Opinion of Hale and Dorr LLP.
  10.1    Second Amended and Restated 1998 Stock Incentive Plan.
  10.2    Form of Restricted Stock Agreement granted under 1998 Stock
          Incentive Plan.
  10.3    Form of Incentive Stock Option Agreement granted under 1998
          Stock Incentive Plan.
  10.4    Form of Nonstatutory Stock Option Agreement granted under
          1998 Stock Incentive Plan.
 *10.5    1999 Employee Stock Purchase Plan.
  10.6    Broadway Hampshire Associates Lease dated March 8, 1999, as
          amended, by and between Broadway/Hampshire Associates
          Limited Partnership and the Registrant.
  10.7    Loan and Security Agreement dated as of January 27, 1999
          between Silicon Valley Bank and the Registrant.
*+10.8    Strategic Alliance and Master Services Agreement effective
          as of April 1, 1999 by and between the Registrant and Apple
          Computer, Inc.
*+10.9    Strategic Alliance and Joint Development Agreement dated as
          of August 6, 1999 by and between the Registrant and Cisco
          Systems, Inc.
  10.10   Series A Convertible Preferred Stock Purchase Agreement
          dated as of November 23, 1998 between the Registrant and the
          Purchasers named therein.
  10.11   Series B Convertible Preferred Stock and Series C
          Convertible Preferred Stock Purchase Agreement dated as of
          April 16, 1999 between the Registrant and the Purchasers
          named therein.
  10.12   Series D Convertible Preferred Stock Purchase Agreement
          dated as of June 21, 1999 between the Registrant and Apple
          Computer Inc. Ltd.
  10.13   Series E Convertible Preferred Stock Purchase Agreement
          dated as of August 6, 1999 between the Registrant and Cisco
          Systems, Inc.
  10.14   Form of Master Services Agreement.
  10.15   Severance Agreement dated March 26, 1999 by and between
          George Conrades and the Registrant.
*+10.16   Exclusive Patent and Non-Exclusive Copyright License
          Agreement dated as of October 26, 1998 between the
          Registrant and the Massachusetts Institute of Technology.
  10.17   $1,980,000 Promissory Note dated as of March 26, 1999 by and
          between the Registrant and George H. Conrades.
  10.18   $500,000 Promissory Note dated as of May 18, 1999 by and
          between the Registrant and Paul Sagan.
II-6
80
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
10.19   $623,750 Promissory Note dated as of July 23, 1999 by and
          between the Registrant and Robert O. Ball III.
 *10.20   15% Senior Subordinated Note and Warrant to Purchase Common
          Stock Purchase Agreement dated as of May 7, 1999 between the
          Registrant and the Purchasers named therein.
  23.1    Consent of PricewaterhouseCoopers LLP.
 *23.2    Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  24.1    Powers of Attorney (see page II-8).
  27.1    Financial Data Schedule.
  27.2    Financial Data Schedule.
------------
* To be filed by amendment.

+ Confidential treatment requested for certain portions of this Exhibit pursuant
  to Rule 406 promulgated under the Securities Act, which portions are omitted
  and filed separately with the Securities and Exchange Commission.

     All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 17.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the Delaware General
Corporation Law, the Restated Certificate of the registrant, the Underwriting
Agreement, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the registrant
will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes that:

          (1) For purpose of determining any liability under the Act, the
     information omitted from the form of prospectus filed as part of this
     Registration Statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
     497(h) under the Act shall be deemed to be part of this Registration
     Statement as of the time it was declared effective.

          (2) For purpose of determining any liability under the Act, each
     post-effective amendment that contains a form of prospectus shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                      II-7
81

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this
20th day of August, 1999.

                                          AKAMAI TECHNOLOGIES, INC.

                                          By: /s/  GEORGE H. CONRADES
                                            ------------------------------------
                                            George H. Conrades
                                            Chairman and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers, directors and authorized representatives of
Akamai Technologies, Inc. hereby severally constitute and appoint George H.
Conrades, Paul Sagan and Robert O. Ball III, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, with full
powers of substitution and resubstitution, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-1 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and any subsequent Registration Statement for the same
offering which may be filed under Rule 462(b), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable Akamai Technologies, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, or their substitute or
substitutes, to said Registration Statement and any and all amendments thereto
or to any subsequent Registration Statement for the same offering which may be
filed under Rule 462(b).

                                      II-8
82

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                      DATE
                     ---------                                    -----                      ----
/s/ GEORGE H. CONRADES                 Chairman and Chief Executive       August 20, 1999
---------------------------------------------------  Officer (principal executive
                George H. Conrades                   officer)

                  /s/ PAUL SAGAN                     President and Chief Operating      August 20, 1999
---------------------------------------------------  Officer (principal financial
                    Paul Sagan                       and accounting officer)

               /s/ ARTHUR H. BILGER                  Director                           August 20, 1999
---------------------------------------------------
                 Arthur H. Bilger

                /s/ TODD A. DAGRES                   Director                           August 20, 1999
---------------------------------------------------
                  Todd A. Dagres

              /s/ F. THOMSON LEIGHTON                Director                           August 20, 1999
---------------------------------------------------
                F. Thomson Leighton

                /s/ DANIEL M. LEWIN                  Director                           August 20, 1999
---------------------------------------------------
                  Daniel M. Lewin

              /s/ TERRANCE G. MCGUIRE                Director                           August 20, 1999
---------------------------------------------------
                Terrance G. McGuire

                /s/ EDWARD W. SCOTT                  Director                           August 20, 1999
---------------------------------------------------
                  Edward W. Scott
II-9
83

                                 EXHIBIT INDEX
EXHIBIT
  NO.
-------
*1.1    Form of Underwriting Agreement.
   3.1    Certificate of Incorporation of the Registrant, as amended.
   3.2    Form of Amended and Restated Certificate of Incorporation of
          the Registrant, to be filed prior to the closing of this
          offering.
   3.3    By-Laws of the Registrant.
   3.4    Form of Amended and Restated By-Laws of the Registrant, to
          be effective upon the closing of this offering.
  *4.1    Specimen common stock certificate.
   4.2    Third Amended and Restated Registration Rights Agreement
          dated August 6, 1999.
  *5.1    Opinion of Hale and Dorr LLP.
  10.1    Second Amended and Restated 1998 Stock Incentive Plan.
  10.2    Form of Restricted Stock Agreement granted under 1998 Stock
          Incentive Plan.
  10.3    Form of Incentive Stock Option Agreement granted under 1998
          Stock Incentive Plan.
  10.4    Form of Nonstatutory Stock Option Agreement granted under
          1998 Stock Incentive Plan.
 *10.5    1999 Employee Stock Purchase Plan.
  10.6    Broadway Hampshire Associates Lease dated March 8, 1999, as
          amended, by and between Broadway/Hampshire Associates
          Limited Partnership and the Registrant.
  10.7    Loan and Security Agreement dated as of January 27, 1999
          between Silicon Valley Bank and the Registrant.
*+10.8    Strategic Alliance and Master Services Agreement effective
          as of April 1, 1999 by and between the Registrant and Apple
          Computer, Inc.
*+10.9    Strategic Alliance and Joint Development Agreement dated as
          of August 6, 1999 by and between the Registrant and Cisco
          Systems, Inc.
  10.10   Series A Convertible Preferred Stock Purchase Agreement
          dated as of November 23, 1998 between the Registrant and the
          Purchasers named therein.
  10.11   Series B Convertible Preferred Stock and Series C
          Convertible Preferred Stock Purchase Agreement dated as of
          April 16, 1999 between the Registrant and the Purchasers
          named therein.
  10.12   Series D Convertible Preferred Stock Purchase Agreement
          dated as of June 21, 1999 between the Registrant and Apple
          Computer Inc. Ltd.
  10.13   Series E Convertible Preferred Stock Purchase Agreement
          dated as of August 6, 1999 between the Registrant and Cisco
          Systems, Inc.
  10.14   Form of Master Services Agreement.
  10.15   Severance Agreement dated March 26, 1999 by and between
          George Conrades and the Registrant.
*+10.16   Exclusive Patent and Non-Exclusive Copyright License
          Agreement dated as of October 26, 1998 between the
          Registrant and the Massachusetts Institute of Technology.
  10.17   $1,980,000 Promissory Note dated as of March 26, 1999 by and
          between the Registrant and George H. Conrades.
  10.18   $500,000 Promissory Note dated as of May 18, 1999 by and
          between the Registrant and Paul Sagan.
  10.19   $623,750 Promissory Note dated as of July 23, 1999 by and
          between the Registrant and Robert O. Ball III.
84
EXHIBIT
  NO.
-------
*10.20   15% Senior Subordinated Note and Warrant to Purchase Common
          Stock Purchase Agreement dated as of May 7, 1999 between the
          Registrant and the Purchasers named therein.
  23.1    Consent of PricewaterhouseCoopers LLP
 *23.2    Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  24.1    Powers of Attorney (see page II-8).
  27.1    Financial Data Schedule.
  27.2    Financial Data Schedule.
------------
* To be filed by amendment.

+ Confidential treatment requested for certain portions of this Exhibit pursuant
  to Rule 406 promulgated under the Securities Act, which portions are omitted
  and filed separately with the Securities and Exchange Commission.