What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-02-26 · 40 added, 15 removed, 46 unchanged (54% of the section changed)

7 unchanged sentences

Any future determination to declare cash dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Stock Performance Graph

3 unchanged sentences

Data for the S&P 500 Index and the NASDAQ Computer Index assume reinvestment of dividends.

We have never declared or paid cash dividends on our capital stock, nor do we anticipate paying any such cash dividends in the foreseeable future.

COMPARISON OF CUMULATIVE TOTAL RETURN*

1 unchanged sentence

the NASDAQ Computer Index

December 2014 *

December 2015

December 2016

December 2017

December 2018

December 2019

December 2015 * December 2016 December 2017 December 2018 December 2019 December 2020

Fortinet, Inc.

$ 100 $ 97 $ 140 $ 226 $ 343 $ 477

S&P 500 Index $ 100 $ 110 $ 131 $ 123 $ 158 $ 184

5 unchanged sentences

Share Repurchase Program

In January 2016, our board of directors approved our Share Repurchase Program (the “Repurchase Program”).

In November 2019, our board of directors approved a $1.0 billion increase in the authorized stock repurchase under the Repurchase Program and extended the term of the Repurchase Program to February 28, 2021, bringing the aggregate amount authorized to be repurchased to $2.5 billion of our outstanding common stock through February 28, 2021.

In January 2016, our board of directors approved our Share Repurchase Program (the “Repurchase Program”), which authorized the repurchase of up to $200.0 million of our outstanding common stock through December 31, 2017.

From 2016 through 2019, our board of directors approved increases to our Repurchase Program by various amounts, bringing the aggregated amount authorized to $2.5 billion.

In July 2020, our board of directors approved a $500.0 million increase and extended the term to February 28, 2022, bringing the aggregate amount authorized to be repurchased to $3.0 billion.

Under the Repurchase Program, share repurchases may be made by us from time to time in privately negotiated transactions or in open market transactions.

The Repurchase Program does not require us to purchase a minimum number of shares, and may be suspended, modified or discontinued at any time without prior notice.

Since its inception, we have repurchased 20.8 million shares of our common stock under the Repurchase Program for an aggregate purchase price of $907.2 million.

Since its inception, we have repurchased 32.5 million shares of our common stock under the Repurchase Program for an aggregate purchase price of $2.0 billion.

The following table provides information with respect to the shares of common stock we repurchased during the three months ended December 31, 2020 (in millions, except per share amounts):

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

2 unchanged sentences

December 1 - December 31, 2020 — $ — — $ 1,012.7

* Number rounds to zero

Total 0.3 0.3

Selected Financial Data

The following selected consolidated financial data set forth below was derived from our historical audited consolidated financial statements and should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data,” and other financial data included elsewhere in this Annual Report on Form 10-K.

The following table presents our selected consolidated financial data and should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data,” and other financial data included elsewhere in this Annual Report on Form 10-K.

Our historical results of operations are not indicative of our future results of operations.

Year Ended December 31,

2020 2019 (1)

(in millions, except per share amounts)

3 unchanged sentences

Operating income $ 531.8 $ 351.0 $ 234.4 $ 112.6 $ 46.0

Net income $ 488.5 $ 331.7 $ 334.9 $ 35.4 $ 34.1

Net income per share:

Basic $ 2.98 $ 1.94 $ 1.98 $ 0.20 $ 0.20

Diluted $ 2.91 $ 1.90 $ 1.92 $ 0.20 $ 0.19

Weighted-average shares outstanding:

Basic 164.2 171.0 169.1 174.3 172.6

Diluted 167.7 175.0 174.2 178.1 176.3

As of December 31,

2020 2019 (1)

(in millions)

1 unchanged sentence

Cash, cash equivalents and investments $ 1,955.6 $ 2,209.9 $ 1,716.6 $ 1,349.3 $ 1,310.5

Total assets $ 4,044.5 $ 3,879.2 $ 3,073.3 $ 2,253.9 $ 2,134.7

Total stockholders’ equity $ 856.0 $ 1,342.4 $ 1,025.5 $ 602.0 $ 846.3

(1) We identified an immaterial error related to the commencement of revenue recognition for certain FortiCare support service contracts, which resulted in an understatement of revenue during the year ended December 31, 2019 and 2018, respectively.

See Note 2 of our consolidated financial statements in Part II, Item 8 for further detail.

(2) We identified an immaterial error related to the commencement of revenue recognition for certain FortiCare support service contracts, which resulted in an understatement of revenue during the year ended December 31, 2017 and 2016, respectively.

The following tables show the affected line items within our consolidated financial statements:

Year Ended December 31,

As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected

(in millions, except per share amounts)

Consolidated Statements of Income Data:

Total revenue $ 1,494.9 $ 2.8 $ 1,497.7 $ 1,275.4 $ 3.1 $ 1,278.5

Total gross profit $ 1,109.6 $ 2.8 $ 1,112.4 $ 937.6 $ 3.1 $ 940.7

Operating income $ 109.8 $ 2.8 $ 112.6 $ 42.9 $ 3.1 $ 46.0

Net income $ 31.4 $ 4.0 $ 35.4 $ 32.2 $ 1.9 $ 34.1

Net income per share:

Basic $ 0.18 $ 0.02 $ 0.20 $ 0.19 $ 0.01 $ 0.20

Diluted $ 0.18 $ 0.02 $ 0.20 $ 0.18 $ 0.01 $ 0.19

As of December 31,

As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected

(in millions)

Consolidated Balance Sheet Data:

Total assets $ 2,257.9 $ (4.0) $ 2,253.9 $ 2,139.9 $ (5.2) $ 2,134.7

Total stockholders’ equity $ 589.4 $ 12.6 $ 602.0 $ 837.7 $ 8.6 $ 846.3

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity