<PAGE>
- -------------------------------------------------------------------------------
Prospectus Supplement No. 1 Filed Pursuant To Rule 424(b)(3)
(To Prospectus Dated February 11, 2000) Registration No. 333-95935
$500,000,000
EXODUS COMMUNICATIONS, INC.
4 3/4% Convertible Subordinated Notes Due July 15, 2008 and 7,101,700 shares of
Common Stock Issuable Upon Conversion of the Notes
----------------
This prospectus supplement relates to the resale by the holders of 4 3/4%
Convertible Subordinated Notes due March 15, 2008 of Exodus Communications,
Inc. and the shares of common stock of Exodus issuable upon the conversion of
the notes.
This prospectus supplement should be read in conjunction with the prospectus
dated February 11, 2000, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.
The information appearing under the heading "Recent Events" in the
prospectus is superseded in part by the following information:
On March 22, 2000, we entered into common stock purchase agreements with
Mirror Image Internet, Inc. and Xcelera.com Inc. Pursuant to the terms of the
common stock purchase agreement among the Company, MII and Xcelera, we agreed,
subject to the terms and conditions of the common stock purchase agreement, to
purchase 8,213,552 shares of MII common stock from MII in consideration for
$50.0 million in cash and 734,950 shares of our common stock. Pursuant to the
terms of the common stock purchase agreement between us and Xcelera, we agreed,
subject to the terms and conditions of the common stock purchase agreement, to
purchase 24,512,320 shares of common stock of MII from Xcelera in consideration
for $25.0 million in cash and 3,023,318 shares of our common stock. Following
the completion of the stock sales, we will hold approximately 15% of the
outstanding shares of MII common stock on a fully diluted basis. MII granted us
registration rights with respect to the shares of MII common stock to be issued
to us, and we granted MII and Xcelera registration rights with respect to the
shares of our common stock to be issued to MII and Xcelera. We also entered into
a commercial agreement with MII pursuant to which we will offer MII's content
distribution services.
Completion of the stock sales is subject to the satisfaction or waiver of
various conditions, including the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act.
The information in the table appearing under the heading "Selling Holders" in
the prospectus is superseded in part by the information appearing in the table
below.
<TABLE>
<CAPTION>
Name Principal Amount Common Stock Owned Common Stock Common Stock
of Notes Prior to the Offered Owned After
Beneficially Owned Offering Completion of
and Offered (1) the Offering
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIG SoundShore Holdings 3,000,000 42,610 42,610 0
AIG SoundShore Opportunity Holding Fund Ltd. 1,500,000 21,305 21,305 0
AIG SoundShore Strategic Holding Fund Ltd. 500,000 7,101 7,101 0
AIM Strategic Income Fund 610,000 8,664 8,664 0
Alexandra Global Investment Fund I Ltd. 6,500,000 92,322 92,322
Bank Austria Cayman Island, Ltd. 4,000,000 56,813 56,813
CIBC World Markets 5,950,000 84,510 84,510 0
Castle Convertible Fund 750,000 10,652 10,652 0
Allstate Insurance Company 3,500,000 49,711 49,711 0
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name Principal Amount Common Stock Owned Common Stock Common Stock
of Notes Prior to the Offered Owned After
Beneficially Owned Offering Completion of
and Offered (1) the Offering
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DRT Capital, L.P. 51,000 724 724 0
Fidelity Convertible Securities Fund 5,967,000 83,331 83,331 0
First Republic Bank 50,000 710 710 0
Goldman Sachs and Company (2) 32,185,000 544,766 457,136 87,570
HT Insight Convertible Securities Fund 500,000 7,101 7,101 0
Hull Overseas Ltd. 500,000 7,101 7,101 0
Island Holdings 45,000 639 639 0
JMG Triton Offshore Fund, Ltd. 7,100,000 100,844 100,844 0
Southwest Securities Inc. 4,150,000 58,944 58,944 0
KBC Financial Products 1,875,000 26,631 26,631 0
LB Series Fund Inc., High Yield Portfolio 1,400,000 19,884 19,884 0
Merrill Lynch, Pierce, Fenner & Smith Inc. 4,160,000 59,086 59,086 0
Morgan Stanley Dean Witter 4,310,000 61,216 61,216 0
Museum of Fine Arts, Boston 159,000 2,258 2,258 0
New Hampshire Retirement System 939,000 13,336 13,336 0
Nomura Securities International, Inc. 2,000,000 28,406 28,406 0
Highbridge International LLC 26,025,000 369,643 369,643 0
Parker-Hannifin Corporation 190,000 2,698 2,698 0
Pimco Convertible Bond Fund 2,500,000 35,508 35,508 0
ProMutual 583,000 8,280 8,280 0
Putnam Convertible Income - Growth Trust 5,500,000 78,118 78,118 0
Putnam Convertible Opportunities and Income Trust 424,000 6,022 6,022 0
Ramius Capital Group Holdings, Ltd. 2,100,000 29,827 29,827
Jefferies & Co., Inc. 5,000,000 71,017 17,017 0
University of Rochester 149,000 2,116 2,116 0
</TABLE>
(1) Assumes a conversion rate of 14.2034 shares per $1,000 principal amount of
notes and a cash payment in lieu of any fractional interest.
(2) Includes an additional number of shares of our common stock held by the
security holder subject to the conversion of our 5% convertible subordinated
notes due March 15, 2006 in an amount equal to the number set forth in the
column entitled "Common Stock Owned After Completion of the Offering."
Investing in our common stock or our convertible subordinated notes involves a
high degree of risk. Please carefully consider the "Risk Factors" beginning on
Page 4 of this prospectus and those contained in documents incorporated by
reference into this prospectus.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus or this prospectus supplement. Any
representation to the contrary is a criminal offense.
----------------
The date of this prospectus supplement is April 10, 2000.
