SEC Info - Fortinet, Inc. - ‘10-K’ for 12/31/23

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Fortinet, Inc. – ‘10-K’ for 12/31/23 – ‘EX-31.1’

On: Friday, 2/23/24, at 6:25pm ET · As of: 2/26/24 · For: 12/31/23 · Accession #: 1262039-24-14 · File #: 1-34511

Previous ‘10-K’: ‘10-K’ on 2/24/23 for 12/31/22 · Latest ‘10-K’: This Filing · 15 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/26/24  Fortinet, Inc.                    10-K       12/31/23  119:12M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.48M 
 2: EX-4.2      Description of Fortinets Securities Registered      HTML     49K 
                Pursuant to Section 12 of the SEC                                
 3: EX-21.1     List of Subsidiaries                                HTML     41K 
 4: EX-23.1     Consent of Independent Registered Public            HTML     32K 
                Accounting Firm                                                  
 8: EX-97.1     Fortinet, Inc. Compensation Recovery Policy         HTML     71K 
 5: EX-31.1     Certification of CEO Pusuant to Exchange Act Rules  HTML     37K 
                13A-14(A) and 15D-14(A)                                          
 6: EX-31.2     Certification of CFO Pursuant to Exchange Act       HTML     36K 
                Rules 13A-14(A) and 15D-14(A)                                    
 7: EX-32.1     Certification of CEO and CFO Pursuant to Exchange   HTML     36K 
                Act Rules 18 U.S.C. Section 13                                   
14: R1          Document and Entity Information                     HTML     98K 
15: R2          Audit Information                                   HTML     38K 
16: R3          Consolidated Balance Sheets                         HTML    141K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
18: R5          Consolidated Statements of Income                   HTML    143K 
19: R6          Consolidated Statements of Comprehensive Income     HTML     73K 
20: R7          Consolidated Statements of Stockholders' Equity     HTML     99K 
                (Deficit)                                                        
21: R8          Consolidated Statements of Cash Flows               HTML    159K 
22: R9          The Company and Summary of Significant Accounting   HTML     91K 
                Policies                                                         
23: R10         Revenue Recognition                                 HTML     50K 
24: R11         Financial Instruments and Fair Value                HTML    166K 
25: R12         Inventory                                           HTML     41K 
26: R13         Property and Equipment?Net                          HTML     48K 
27: R14         Investments in Privately Held Companies             HTML     44K 
28: R15         Business Combinations                               HTML     70K 
29: R16         Goodwill and Other Intangible Assets - Net          HTML     71K 
30: R17         Net Income Per Share                                HTML     69K 
31: R18         Leases                                              HTML     69K 
32: R19         Debt                                                HTML     51K 
33: R20         Commitments and Contingencies                       HTML     47K 
34: R21         Equity Plans and Share Repurchase Program           HTML    161K 
35: R22         Income Taxes                                        HTML    131K 
36: R23         Defined Contribution Plans                          HTML     36K 
37: R24         Segment Information                                 HTML     74K 
38: R25         Subsequent Events                                   HTML     36K 
39: R26         Pay vs Performance Disclosure                       HTML     45K 
40: R27         Insider Trading Arrangements                        HTML     58K 
41: R28         The Company and Summary of Significant Accounting   HTML    156K 
                Policies (Policies)                                              
42: R29         The Company and Summary of Significant Accounting   HTML     37K 
                Policies (Tables)                                                
43: R30         Revenue Recognition (Tables)                        HTML     46K 
44: R31         Financial Instruments and Fair Value (Tables)       HTML    167K 
45: R32         Inventory (Tables)                                  HTML     41K 
46: R33         Property and Equipment?Net (Tables)                 HTML     47K 
47: R34         Business Combinations (Tables)                      HTML     63K 
48: R35         Goodwill and Other Intangible Assets - Net          HTML     78K 
                (Tables)                                                         
49: R36         Net Income Per Share (Tables)                       HTML     70K 
50: R37         Leases (Tables)                                     HTML     72K 
51: R38         Debt (Tables)                                       HTML     47K 
52: R39         Commitments and Contingencies (Tables)              HTML     38K 
53: R40         Equity Plans and Share Repurchase Program (Tables)  HTML    169K 
54: R41         Income Taxes (Tables)                               HTML    129K 
55: R42         Segment Information (Tables)                        HTML     75K 
56: R43         The Company and Summary of Significant Accounting   HTML     39K 
                Policies , Concentration of Credit Risk (Details)                
57: R44         The Company and Summary of Significant Accounting   HTML     35K 
                Policies , Foreign Currency Translation (Details)                
58: R45         The Company and Summary of Significant Accounting   HTML     38K 
                Policies , Cash, Cash Equivalents and                            
                Available-for-sale Investments (Details)                         
59: R46         The Company and Summary of Significant Accounting   HTML     34K 
                Policies , Investments (Details)                                 
60: R47         The Company and Summary of Significant Accounting   HTML     36K 
                Policies , Accounts Receivable (Details)                         
61: R48         The Company and Summary of Significant Accounting   HTML     47K 
                Policies , Property and Equipment (Details)                      
62: R49         The Company and Summary of Significant Accounting   HTML     35K 
                Policies, Impairment of Long-Lived Assets                        
                (Details)                                                        
63: R50         The Company and Summary of Significant Accounting   HTML     34K 
                Policies , Goodwill (Details)                                    
64: R51         The Company and Summary of Significant Accounting   HTML     38K 
                Policies , Other Intangible Assets (Details)                     
65: R52         The Company and Summary of Significant Accounting   HTML     40K 
                Policies , Deferred Contract Costs (Details)                     
66: R53         The Company and Summary of Significant Accounting   HTML     44K 
                Policies , Revenue Recognition (Details)                         
67: R54         The Company and Summary of Significant Accounting   HTML     37K 
                Policies , Warranties (Details)                                  
68: R55         Revenue Recognition - Disaggregated Revenues        HTML     48K 
                (Details)                                                        
69: R56         Revenue Recognition (Details)                       HTML     36K 
70: R57         Revenue Recognition - Performance Obligation        HTML     39K 
                Satisfaction Period (Details)                                    
71: R58         Financial Instruments and Fair Value , Investments  HTML    102K 
                (Details)                                                        
72: R59         Financial Instruments and Fair Value , Additional   HTML     37K 
                Information (Details)                                            
73: R60         Financial Instruments and Fair Value , Fair Value   HTML    107K 
                Measurements (Details)                                           
74: R61         Inventory (Details)                                 HTML     46K 
75: R62         Property and Equipment?Net - Schedule of Property,  HTML     56K 
                Plant and Equipment - Net (Details)                              
76: R63         Property and Equipment?Net - Additional             HTML     52K 
                Information (Details)                                            
77: R64         Investments in Privately-Held Companies (Details)   HTML     60K 
78: R65         Business Combinations - Additional Information      HTML     62K 
                (Details)                                                        
79: R66         Business Combinations - Schedule of Recognized      HTML     75K 
                Identified Assets Acquired and Liabilities Assumed               
                (Details)                                                        
80: R67         Business Combinations -Schedule of Acquired         HTML     56K 
                Finite-Lived Intangible Assets (Details)                         
81: R68         Business Combinations - Pro Forma Information       HTML     39K 
                (Details)                                                        
82: R69         Goodwill and Other Intangible Assets - Net -        HTML     42K 
                Goodwill (Details)                                               
83: R70         Goodwill and Other Intangible Assets - Net - Other  HTML     58K 
                Intangible Assets, Net (Details)                                 
84: R71         Goodwill and Other Intangible Assets - Net -        HTML     48K 
                Estimated Future Amortization Expense (Details)                  
85: R72         Net Income Per Share , Calculation of Basic and     HTML     96K 
                Diluted (Details)                                                
86: R73         Net Income Per Share , Anti Dilutive Securities     HTML     43K 
                (Details)                                                        
87: R74         Leases - Additional Information (Details)           HTML     40K 
88: R75         Leases - Components of Lease Expense (Details)      HTML     41K 
89: R76         Leases - Supplemental Balance Sheet Information     HTML     52K 
                (Details)                                                        
90: R77         Leases - Supplemental Cash Flow Information         HTML     35K 
                (Details)                                                        
91: R78         Leases - Maturities of Operating Lease Liabilities  HTML     51K 
                (Details)                                                        
92: R79         Debt - Narrative (Details)                          HTML     66K 
93: R80         Debt - Summary of Outstanding Debt (Details)        HTML     59K 
94: R81         Commitments and Contingencies Summary of Inventory  HTML     38K 
                Purchase Commitments (Details)                                   
95: R82         Commitments and Contingencies (Details)             HTML     42K 
96: R83         Equity Plans and Share Repurchase Program ,         HTML     77K 
                Narrative (Details)                                              
97: R84         Equity Plans and Share Repurchase Program ,         HTML     62K 
                Restricted Stock Units Activity (Details)                        
98: R85         Equity Plans and Share Repurchase Program ,         HTML     47K 
                Schedule of Share-based Compensation, Shares                     
                Withheld for Taxes (Details)                                     
99: R86         Equity Plans and Share Repurchase Program ,         HTML     53K 
                Schedule of Share-based Payment Award, Stock                     
                Options, Valuation Assumptions (Details)                         
100: R87         Equity Plans and Share Repurchase Program ,         HTML     85K  
                Schedule of Share-based Compensation, Stock                      
                Options, Activity (Details)                                      
101: R88         Equity Plans and Share Repurchase Program ,         HTML     54K  
                Schedule of Share-based Compensation, Stock                      
                Options, Activity, Additional Information                        
                (Details)                                                        
102: R89         Equity Plans and Share Repurchase Program , Range   HTML     67K  
                of Options (Details)                                             
103: R90         Equity Plans and Share Repurchase Program , Market  HTML     90K  
                Based PSUs (Details)                                             
104: R91         Equity Plans and Share Repurchase Program ,         HTML     47K  
                Schedule of Shares Reserved for Future Issuance                  
                (Details)                                                        
105: R92         Equity Plans and Share Repurchase Program ,         HTML     56K  
                Allocation of Stock-Based Compensation Expense                   
                (Details)                                                        
106: R93         Equity Plans and Share Repurchase Program , Share   HTML     63K  
                Repurchase Program (Details)                                     
107: R94         Income Taxes , Reconciliation of Pre-Tax Income     HTML     42K  
                (Details)                                                        
108: R95         Income Taxes , Provision for Income Tax (Details)   HTML     61K  
109: R96         Income Taxes , Effective Tax Rate Reconciliation    HTML     65K  
                (Details)                                                        
110: R97         Income Taxes , Narrative and Deferred Tax Assets    HTML     88K  
                (Details)                                                        
111: R98         Income Taxes , Unrecognized Tax Benefits (Details)  HTML     58K  
112: R99         Defined Contribution Plans (Details)                HTML     38K  
113: R100        Segment Information (Details)                       HTML     82K  
114: R101        Subsequent Events (Details)                         HTML     66K  
116: XML         IDEA XML File -- Filing Summary                      XML    220K  
119: XML         XBRL Instance -- ftnt-20231231_htm                   XML   2.73M  
115: EXCEL       IDEA Workbook of Financial Report Info              XLSX    220K  
10: EX-101.CAL  XBRL Calculations -- ftnt-20231231_cal               XML    299K 
11: EX-101.DEF  XBRL Definitions -- ftnt-20231231_def                XML    894K 
12: EX-101.LAB  XBRL Labels -- ftnt-20231231_lab                     XML   2.49M 
13: EX-101.PRE  XBRL Presentations -- ftnt-20231231_pre              XML   1.53M 
 9: EX-101.SCH  XBRL Schema -- ftnt-20231231                         XSD    232K 
117: JSON        XBRL Instance as JSON Data -- MetaLinks              686±  1.04M  
118: ZIP         XBRL Zipped Folder -- 0001262039-24-000014-xbrl      Zip    672K

‘EX-31.1’ — Certification of CEO Pusuant to Exchange Act Rules 13A-14(A) and 15D-14(A)

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 31.1

CERTIFICATION

I, Ken Xie, certify that:

1.I have reviewed this Annual Report on Form 10-K of Fortinet, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2024



			/s/ *Ken Xie*
			Ken Xie
			Chief Executive Officer and Chairman (Principal Executive Officer)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	2/26/24
Filed on:	2/23/24	8-K
For Period end:	12/31/23	4
		List all Filings

15 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/07/23  Fortinet, Inc.                    10-Q        6/30/23   80:8.7M
 6/23/23  Fortinet, Inc.                    8-K:5,9     6/16/23   13:600K
 5/08/23  Fortinet, Inc.                    10-Q        3/31/23   80:9M
 2/24/23  Fortinet, Inc.                    10-K       12/31/22  116:12M
 2/19/21  Fortinet, Inc.                    10-K       12/31/20  111:12M
 2/26/20  Fortinet, Inc.                    10-K       12/31/19  108:13M
 8/01/19  Fortinet, Inc.                    10-Q        6/30/19   85:9.8M
 2/26/18  Fortinet, Inc.                    10-K       12/31/17  103:12M
 8/04/15  Fortinet, Inc.                    10-Q        6/30/15   73:7.9M
 3/02/15  Fortinet, Inc.                    10-K       12/31/14   98:16M
11/05/13  Fortinet, Inc.                    10-Q        9/30/13   79:10M
 8/06/13  Fortinet, Inc.                    10-Q        6/30/13  128:13M
 2/28/12  Fortinet, Inc.                    10-K       12/31/11    6:3.3M
11/02/09  Fortinet, Inc.                    S-1/A                  6:5M                                     Donnelley … Solutions/FA
 8/10/09  Fortinet, Inc.                    S-1¶                  20:5.6M                                   Donnelley … Solutions/FA

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Filing Submission 0001262039-24-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)