8 unchanged sentences
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In accordance with the Internal Controls Guidance, management has excluded Alaxala Networks Corporation (“Alaxala”), a privately-held network hardware equipment company in Japan, from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a business combination during the fiscal year ended December 31, 2021.
+Added: Alaxala assets represented approximately 1.5% of the Company’s consolidated total assets, excluding the effects of purchase accounting, as of December 31, 2021 and its revenues represented approximately 1.3% of the Company's consolidated total revenues for the year ended December 31, 2021.
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
2 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: In January 2019, we implemented certain internal controls over financial reporting in connection with our adoption of Topic 842.
There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
5 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 19, 2021, expressed an unqualified opinion on those consolidated financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.
+Added: As described in “Management’s Report on Internal Control over Financial Reporting”, management excluded from its assessment the internal control over financial reporting at Alaxala Networks Corporation (“Alaxala”), which was acquired on August 31, 2021, and whose financial statements constitute approximately 1.5% of the Company’s consolidated total assets, excluding the effects of purchase accounting, as of December 31, 2021 and approximately 1.3% of the Company’s consolidated total revenues for the year ended December 31, 2021.
+Added: Accordingly, our audit did not include the assessment of the internal controls over financial reporting for Alaxala.
Basis for Opinion
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Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevents Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
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Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
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Financial Statement Schedule:
−Removed: The following financial statement schedule of Fortinet, Inc., for the fiscal years ended December 31, 2020, 2019 and 2018, is filed as part of this Annual Report on Form 10-K and should be read in conjunction with our consolidated financial statements.
−Removed: SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Sales Returns Reserve and Allowance for Credit Losses/Doubtful Accounts
−Removed: Beginning balance $ 1.2 $ 0.9 $ 14.5
−Removed: Charged to expenses, net of deductions 1.3 0.3 —
−Removed: Reclassification due to adoption of Topic 606 (1)
−Removed: Ending balance $ 2.5 $ 1.2 $ 0.9
−Removed: (1) Effective January 1, 2018, we reclassified our sales returns reserve in the amount of $ 13.6 million from accounts receivable to accrued liabilities, in connection with the adoption of Topic 606.
−Removed: The ending balances for the years ended December 31, 2020 and 2019 consist only of the allowance for credit losses or doubtful accounts.
−Removed: Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
+Added: Financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
See Item 15(b) below.
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Amended and Restated Bylaws Current Report on Form 8-K (File No.
−Removed: 001-34511) July 21, 2020 3.1
+Added: 001-34511) April 28, 2021 3.1
Specimen common stock certificate of the Company Registration Statement on Form S-l, as amended (File No.
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Fortinet, Inc.
−Removed: Amended Bonus Plan
+Added: Amended Bonus Plan Annual Report on Form 10-K (File No.
+Added: 001-34511) February 19, 2021 10.8
Fortinet, Inc.
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This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+Added: Form 10-K summary
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2022.
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Neukom Director February 25, 2022
−Removed: /s/ Christopher B.
−Removed: Paisley Director February 19, 2021
−Removed: Christopher B.
/s/ Judith Sim Director February 25, 2022
+Added: /s/ Admiral James Stavridis Director February 25, 2022
+Added: Admiral James Stavridis
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.