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Item 7. Management’s Discussion and Analysis

2025-02-21 compared with 2024-02-26 · 207 added, 174 removed, 397 unchanged (49% of the section changed)

7 unchanged sentences

• competition in our markets;

• macroeconomic, geopolitical factors and other disruption on our manufacturing or sales, including public health issues, wars and natural disasters;

• real estate investments, management of future growth including expansions and enhancements of current properties;

• macroeconomic, geopolitical factors and other disruption on our manufacturing or sales, including the transition in administrations, tariffs or other trade disruptions, public health issues, wars, natural disasters and economic growth;

• government regulation, tariffs and other policies;

1 unchanged sentence

• growing our solution sales through channel partners to businesses, service providers and government organizations, our ability to execute these sales and the complexity of providing solutions to all segments (including the increased competition and unpredictability of timing associated with sales to larger enterprises), the impact of sales to these organizations on our long-term growth, expansion and operating results, and the effectiveness of our sales organization;

• our ability to successfully anticipate market changes related to cloud-based solutions and to sell, support and meet service level agreements related to cloud-based solutions;

• our ability to successfully anticipate market changes, including those related to cloud-based solutions and to sell, support and meet service level agreements related to cloud-based solutions;

• growth expectations for the secure networking market;

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• forecasts of future demand and targeted inventory levels, including changing market drivers and demands;

• the effect of backlog from prior quarters, including its effect on growth of in-quarter billings and revenue;

• instability in the global banking system;

• the effect of backlog from current or prior quarters, including its effect on growth of in-quarter billings and revenue;

• our ability to hire properly qualified and effective sales, support and engineering employees;

• risks and expectations related to acquisitions and equity interests in private and public companies, including integration issues related to go-to-market plans, product plans, employees of such companies, controls and processes and the acquired technology, and risks of negative impact by such acquisitions and equity investments on our financial results;

• trends in revenue, cost of revenue and gross margin, including expectations regarding product revenue and service revenue growth;

• trends in our operating expenses, including sales and marketing expense, research and development expense, general and administrative expense, and expectations regarding these expenses;

• expected impact of plans and strategy for the acceleration of our points of presence (“PoP”) deployment;

• expectations that our operating expenses will increase year over year in absolute dollars during 2024;

• trends in revenue, cost of revenue and gross margin, including expectations regarding product revenue, service revenue and inventory related charges;

• trends in our operating expense, including sales and marketing expense, research and development expense, general and administrative expense, and expectations regarding these expenses;

• expected impact of plans and strategy for the acceleration of our data center footprint and our points of presence deployment;

• expectations that our operating expense will increase year over year in absolute dollars during 2025;

• expectations that proceeds from the exercise of stock options in future years will be adversely impacted by the increased mix of restricted stock units and performance stock units versus stock options granted or a decline in our stock price;

• expectations regarding uncertain tax benefits and our effective domestic and global tax rates, the impact of interpretations of or changes to tax law, and the timing of tax payments;

• expectations regarding spending related to real estate acquisitions and development, including data center, office building and warehouse investments, as well as other capital expenditures and to the impact on free cash flow and expenses;

• uncertain tax benefits and our effective domestic and global tax rates, the impact of interpretations of or changes to tax law, and the timing of tax payments;

• expectations regarding spending related to real estate assets, acquisitions and development, including data centers and points of presence, office building and warehouse investments, as well as other capital expenditures and to the impact on free cash flow and expenses;

• estimates of a range of 2025 spending on capital expenditures;

• expansions and other changes to our real property holdings and development;

• expected outcomes and liabilities in litigation;

7 unchanged sentences

Business Overview

Fortinet is a leader in cybersecurity and the convergence of networking and security.

Fortinet is a leader in cybersecurity, driving the convergence of networking and security.

Our mission is to secure people, devices and data everywhere.

Our integrated platform, the Fortinet Security Fabric, spans secure networking, unified SASE and AI-driven security operations to deliver cybersecurity where our customers need it.

As of December 31, 2023, over a half million customers trusted our solutions, including enterprises such as in the financial services, retail and operational technology market verticals, communication and security service providers, government organizations and small and medium-sized businesses.

As a global company headquartered in Sunnyvale, California with a large international customer base, the majority of our research and development is in the United States and Canada with a global footprint of support and centers of excellence around the world.

Our integrated platform, the Fortinet Security Fabric, spans secure networking, unified SASE and AI-driven security operations.

As of December 31, 2024, our end-customers were located in over 100 countries and included enterprises across a wide variety of market verticals, including financial services, retail, healthcare and operational technology market verticals, communication and security service providers, and government organizations.

As of December 31, 2024, our customers included approximately 80% of the Fortune 100 companies and approximately 72% of the Global 2000 companies.

We were also ranked #7 in the Forbes Most Trusted Companies list in 2024.

As a global company headquartered in Sunnyvale, California, our research and development is centered in the United States and Canada with a global footprint of support and centers of excellence around the world.

As of December 31, 2024, we held 1,034 U.S.

patents and 1,299 global patents and we are recognized in over 80 enterprise analyst reports demonstrating both our vision and execution across networking and security products.

• Secure Networking —Our Secure Networking solutions focus on the convergence of networking and security via our network firewall and our switches, access points and other secure connectivity solutions.

FortiOS is our networking and security operating system that is consistent across our firewalls and secure connectivity solutions and supports over 30 functions that can be delivered via a physical, virtual, cloud or SaaS solution.

When delivered via our network firewall appliances, functionality is accelerated through our proprietary ASIC technology.

These proprietary ASICs, combined with off-the-shelf CPUs and ASICs, allow our systems to scale, run multiple applications at higher performance, lower power consumption and perform more processor-intensive operations, such as inspecting encrypted traffic, including streaming video.

The Network Firewall solution consists of FortiGate data centers, hyperscale and distributed firewalls, as well as encrypted applications (SSL inspection, Virtual Private Network and

IPsec connectivity).

Our ability to converge networking and security also enables the ethernet to become an extension of a company’s security infrastructure through FortiSwitch and FortiLink.

patents and 1,378 global patents and we have been recognized in over 140 enterprise analyst reports demonstrating both our vision and execution across security and networking products.

Our competitive differentiation lies in our core technologies, which together provide performance, security, flexibility and integration across diverse environments.

• FortiOS —FortiOS enables the convergence of security and networking to enforce consistent security policies across form factors and edges.

As the foundation of the Fortinet Security Fabric, FortiOS empowers organizations to unify management and analytics for comprehensive network visibility and control at scale.

To further validate our strategy,

FortiOS has been recognized across five Gartner Magic Quadrants, including Firewall, SD-WAN, SSE, SASE Platforms and Wired and Wireless LAN.

• FortiASIC —Our ASIC-based SPUs increase the speed, scale, efficiency and value of our solutions while improving user experience, reducing footprint and power requirements.

From branch and campus to data center solutions, SPU-powered Fortinet appliances deliver superior Security Compute Ratings versus industry alternatives.

• FortiCloud —Our organically built global cloud infrastructure, powered by FortiStack, which is our SaaS platform operating as a private cloud service provider and leveraging software and hardware to optimize and secure all layers, provides customers with global reach, flexible connectivity, and cost savings.

• FortiAI —Our AI innovations encompass generative AI, big data AI for threat intelligence to process and analyze trillions of events using AI/ML, network operations AI for self-healing networks and automated network orchestration, automation and response, and AI for LLM leakage to protection against data leakage into LLMs.

Our GenAI assists security teams to make better decisions, rapidly respond to threats and save time on even the most complex tasks.

FortiAI is seamlessly integrated into the user experience of several of our products, including FortiAnalyzer, FortiSIEM and FortiSOAR, to help optimize threat investigation and response, SIEM queries, SOAR playbook creation, among other functions.

• FortiEndpoint —FortiEndpoint converges secure connectivity, endpoint protection and advanced capabilities like endpoint detection and response and XDR, into a single agent.

It simplifies management and enhances visibility while reducing costs and complexity.

The solution gives IT teams the visibility and control they need, while security teams benefit from automated threat detection and response.

This minimizes the need for manual intervention and provides faster remediation of threats across all environments.

• OT Security —The Fortinet Security Fabric enables security for converged IT/OT ecosystems.

It also provides an OT Security Platform with features and products to extend Security Fabric capabilities to OT networks in factories, plants, remote locations and ships.

To help alleviate security risks across the organization, we have continued to enhance our OT Security Platform offerings.

These innovations range from edge products to NOC and SOC tools and services to provide effective and efficient networking and cybersecurity performance and operation.

These competitive differentiators allow us to provide CIOs, CISOs, CTOs, and their organizations with an integrated AI-driven cybersecurity platform with over 50 products across three solution pillars.

• Secure Networking —Our Secure Networking solutions focus on the convergence of networking and security via FortiOS, our networking and security operating system that is the foundation of our Fortinet Security Fabric platform and supports over 30 functions that can be delivered via a physical, virtual, cloud or SaaS solution.

When delivered through our network firewall appliances, functionality is accelerated through our proprietary ASIC technology.

These proprietary ASICs, allow our systems to scale, run multiple applications at higher performance, lower power consumption and perform more processor-intensive operations, such as inspecting encrypted traffic, including streaming video.

Our network firewall offerings consist of a FortiGate data center, hyperscale and distributed firewalls, as well as encrypted applications (SSL inspection, virtual private network and IPsec connectivity).

Our ability to converge networking and security also enables the ethernet to become an extension of our customers’ security infrastructure through FortiSwitch and FortiLink.

Our wireless LAN solution leverages secure networking to provide secure wireless access for the enterprise LAN edge.

FortiExtender secures 5G/LTE and remote ethernet extenders to connect and secure any branch environment.

The Secure Connectivity solution includes FortiSwitch Secure Ethernet Switches, FortiAP Wireless Local Area Network Access Points and FortiExtender 5G Connectivity Gateways, among other products.

• Unified Secure Access Service Edge (SASE) —As applications move to the cloud and work from anywhere becomes established, cloud delivery is needed to enable secure access to applications on any cloud.

The Fortinet Unified SASE solution is a single-vendor SASE solution that includes Firewall, SD-WAN, Secure Web Gateway, Cloud Access Services Broker, Data Loss Prevention, Zero Trust Network Access and cloud security, including Web Application Firewalls, Virtualized Firewalls and Cloud-Native Firewalls, among other products.

These functions are delivered through our FortiOS operating systems, which can deploy the full SASE stack through the cloud or on our ASIC-driven appliances.

All functions can be managed through a unified management console.

• Security Operations (SecOps) —Fortinet’s Security Operations solutions comply with the NIST cybersecurity framework of identify, protect, detect, respond and recover, and are delivered as a platform that automates detection and response to accelerate discovery and remediation.

The SecOps solution includes FortiAI generative AI assistant, FortiSIEM Security Information and Event Management, FortiSOAR Security Orchestration, Automation and Response, FortiEDR Endpoint Detection and Response, FortiXDR Extended Detection and Response, FortiMDR Managed Detection and Response Service, FortiNDR Network Detection and Response, FortiRecon Digital Risk Protection, FortiDeceptor Deception technology, FortiGuard SoCaaS, FortiSandbox Sandboxing Services and FortiGuard Incident Response Services, among other products.

Our Secure Connectivity solution includes FortiSwitch secure ethernet switches, FortiAP wireless local area network access points and FortiExtender 5G connectivity gateways.

• Unified Secure Access Service Edge (SASE) —As applications move to the cloud and hybrid workforce is now the norm, enabling secure access for users with zero trust framework becomes important.

The Fortinet Unified SASE solution includes a single-vendor SASE solution that includes firewall, SD-WAN, secure web gateway, cloud access services broker, DLP and zero trust network access to deliver flexible secure access for all users.

We are one of the few vendors to deliver consistent convergence and AI-powered security across Secure SD-WAN and SSE to enable a single-vendor SASE framework with a cloud-centric architecture powered by FortiOS.

Our global and scalable cloud network includes 150+ points of presence to deliver the seamless secure access experience.

Given this, we are well positioned to support customers expanding from SD-WAN to a single-vendor SASE platform.

Additionally, we offer a full suite of comprehensive, integrated cloud security solutions that enable customers to secure their applications from code to cloud.

Our solutions include application security that includes our web application firewalls, cloud network security with virtualized firewalls and cloud-native firewalls, cloud-native application protection and code security.

We deliver a holistic approach to cloud security, offering a single unified platform for cloud security and secure CI/CD application development needs, consolidating protection across multiple disparate tools, including coding, deploying, and running applications across hybrid and multi-clouds, and delivering AI-driven security across integrated solutions

with visibility and context across hybrid and multi-cloud.

Additionally, we also offer flexible consumption licensing programs that enable organizations to dynamically optimize their cloud security needs and investments as well as readily meet their cloud minimum spend commitment obligations with Cloud Service Providers.

• AI-Driven Security Operations (SecOps) —Our AI-Driven SecOps portfolio provides a comprehensive suite of cybersecurity solutions that identify, protect, detect, respond and recover from threats, all integrated within the Fortinet Security Fabric.

At the core is FortiAnalyzer, which serves as the central SOC platform with its unified data lake that provides built-in SIEM, SOAR, XDR and threat intelligence, enabling centralized visibility, analytics and automation with complete control.

FortiSIEM delivers robust security information and event management for more advanced SOC requirements, while FortiSOAR enables automated orchestration and playbook-driven response.

This solution set also includes FortiEDR, FortiXDR, FortiNDR, FortiSandbox, FortiDeceptor, FortiDLP and FortiRecon, helping organizations achieve defense in depth, ensuring attackers face multiple layers of detection and mitigation across endpoints, networks, and applications.

To bolster their security posture, organizations contending with staff shortages can tap into FortiGuard services, including SOCaaS, MDR, Security Posture Assessment and Incident Response.

Finally, FortiAI generative AI assistance streamlines operations, helping security teams stay ahead of an ever-evolving threat landscape.

FortiGuard Labs is our cybersecurity threat intelligence and research organization comprised of experienced threat hunters, researchers, analysts, engineers and data scientists who develop and utilize machine learning and AI technologies to provide timely protection updates and actionable threat intelligence for the benefit of our customers.

FortiGuard Security Services are a suite of AI-powered security capabilities that are natively integrated as part of the Fortinet Security Fabric to deliver coordinated detection and enforcement across the entire attack surface.

Using millions of global network sensors, FortiGuard Labs monitors the worldwide attack surface and employs AI to mine that data for new threats.

FortiGuard and Other Security Services are a suite of AI-powered security capabilities that are natively integrated as part of the Fortinet Security Fabric to deliver coordinated detection and enforcement across the entire attack surface.

The portfolio consists of FortiGuard application security services, content security services, device security services, NOC/SOC security services and web security services.

FortiCare Technical Support Service is a per-device support service, which provides customers access to experts to ensure efficient and effective operations and maintenance of their Fortinet capabilities.

Global technical support is offered 24x7 with flexible add-ons, including enhanced SLAs and premium hardware replacement through in-country depots.

FortiCare Technical Support Service is a per-device technical support service, which provides customers access to experts to ensure efficient and effective operations and maintenance of their Fortinet capabilities.

Global technical support is offered 24x7 with flexible add-ons, including enhanced SLAs and priority hardware replacement through in-country and local depots.

Organizations have the flexibility to procure different levels of service for different devices based on their availability needs.

We offer three per-device support options tailored to the needs of our enterprise customers:

FortiCare Premium, FortiCare Elite and FortiCare Essential.

The FortiCare Elite service aims to provide 15-minute response times for key product families.

We also offer training services to our end-customers and channel partners through our training team and authorized training partners.

We have also implemented a training certification program, NSE, to help ensure an understanding of our products and services.

Since 2020, Fortinet has also offered a number of free online training courses to help address prevalent industry-wide cybersecurity skills gaps and shortages.

Financial Highlights

FortiCare Elite, FortiCare Premium and FortiCare Essential.

The FortiCare Elite service aims to provide a 15-minute response time for key product families.

In addition to FortiCare device level services, Advanced Support service options are available per account.

These services are available for regional account support in three options:

Core, Pro and Pro Plus, and can be globalized at the Pro and Pro Plus levels.

Advanced Support brings support directly to each account, helping account holders to make their operations more effective and to plan and manage their solution lifecycle.

Additionally, we are committed to addressing the cybersecurity skills shortage through training and certification programs for customers, partners and employees.

The Fortinet Training Institute’s ecosystem of public and private partnerships around the world extend to industry, academia, government and nonprofits to ensure we are reaching and increasing access of our cybersecurity certifications and training to all populations.

The Fortinet Training Institute has issued over one million certifications to date.

Financial Summary

• Total revenue was $5.96 billion in 2024, an increase of 12% compared to $5.30 billion in 2023.

• Product revenue was $1.93 billion in 2023, an increase of 8% compared to $1.78 billion in 2022.

• Product revenue was $1.91 billion in 2024, a decrease of 1% compared to $1.93 billion in 2023.

• Service revenue was $4.05 billion in 2024, an increase of 20% compared to $3.38 billion in 2023.

• Total gross profit was $4.80 billion in 2024, an increase of 18% compared to $4.07 billion in 2023.

• Operating income was $1.24 billion in 2023, an increase of 28% compared to $969.6 million in 2022.

• Cash, cash equivalents, investments and marketable equity securities were $2.44 billion as of December 31, 2023, an increase of $183.9 million, or 8%, from December 31, 2022.

• Long-term debt, net of unamortized discount and debt issuance costs, was $992.3 million and $990.4 million as of December 31, 2023 and 2022, respectively.

• In 2023, we repurchased 27.2 million shares of common stock under the Repurchase Program for an aggregate purchase price of $1.50 billion, which excludes a $10.9 million accrual related to the 1% excise tax imposed by the Inflation Reduction Act of 2022.

In 2022, we repurchased 36.0 million shares of common stock for a total purchase price of $1.99 billion.

• Deferred revenue was $5.74 billion as of December 31, 2023, an increase of $1.09 billion, or 24%, from December 31, 2022.

• Total gross margin was 80.6% in 2024, an increase of 3.9 percentage points compared to 76.7% in 2023.

• Operating income was $1.80 billion in 2024, an increase of 45% compared to $1.24 billion in 2023.

• Operating margin was 30.3% in 2024, an increase of 6.9 percentage points compared to 23.4% in 2023.

• Cash, cash equivalents, short-term and long-term investments and marketable equity securities were $4.07 billion as of December 31, 2024, an increase of $1.63 billion, or 67%, from December 31, 2023.

• Deferred revenue was $6.36 billion as of December 31, 2024, an increase of $625.9 million, or 11%, from December 31, 2023.

Short-term deferred revenue was $3.28 billion as of December 31, 2024, an increase of $427.5 million, or 15%, from December 31, 2023.

• Cash flows from operating activities were $2.26 billion in 2024, an increase of $322.6 million, or 17%, compared to 2023.

Our revenue growth was driven primarily by service revenue.

• On August 1, 2024, we closed our acquisition of Lacework, a privately held data-driven cloud security company.

On August 5, 2024, we completed the acquisition of Next DLP, a privately held insider risk and DLP company.

From August 2024 to December 2024, revenue from these two acquired companies was $33.5 million, or 0.6% of total revenue in 2024.

On a geographic basis, revenue continues to be diversified globally, which remains a key strength of our business.

In 2024, the Americas region, the Europe, Middle East and Africa (“EMEA”) region and the Asia Pacific (“APAC”) region contributed 41%, 40% and 19% of our total revenue, respectively, and increased 12%, 16% and 6% compared to 2023, respectively.

Product revenue growth was impacted by an elevated cyber threat landscape, the convergence of security and networking, the impact of certain historical pricing actions, improving supply chain dynamics and changes in the backlog balance.

Product revenue growth rates decreased from 42% in 2022 to 8% in 2023 partially due to overall softening macroeconomic conditions.

We expect that product revenue growth rates will continue to be impacted by overall macroeconomic conditions in 2024.

Service revenue growth has accelerated over the past three years from 24% in 2021, to 26% in 2022, to 28% in 2023.

Service revenue growth of 28% in 2023 was primarily driven by the strength of our security subscription revenue, which grew 33%.

The increase was primarily due to the recognition of revenue from our growing deferred revenue balance related to FortiGuard and other security subscriptions delivered to on-premise and cloud-based environments.

Security subscriptions outpaced technical support growth due to strength in secure networking subscriptions, SecOps and SASE.

We expect our service revenue to continue to grow in 2024, with growth opportunities coming from our SecOps and SASE offerings.

While service revenue is expected to grow, we anticipate that the growth rates will be impacted by overall macroeconomic conditions in 2024.

Product revenue remained comparatively flat in 2024 compared to 2023 .

We expect product revenue growth rates to be higher in 2025 compared to 2024 which had a challenging comparison to a 2023 year benefiting from the greater backlog contribution to billings.

Service revenue grew 20% in 2024 compared to 2023, primarily driven by the strength of our security subscription revenue, which grew 22% in 2024 compared to 2023.

The increase was primarily due to the recognition of service revenue from our growing deferred revenue balance related to FortiGuard and other security subscriptions delivered to on-premise and cloud-based environments and strength in unified SASE and SecOps.

We expect our service revenue to continue to grow in 2025, with growth opportunities that include unified SASE and SecOps offerings as well as the year over year increase in current deferred revenue.

While service revenue is expected to grow in 2025, we anticipate that the growth rates will continue to slow down in 2025 due to slowing short term deferred revenue growth over the past several quarters.

Our billings were diversified on a geographic basis.

In 2023, seven countries represented approximately 50% of our billings and the remaining 50% in the aggregate were from over 100 countries that individually contributed less than 3% of our billings.

Operating expenses as a percentage of revenue decreased approximately 0.2 percentage points in 2023 compared to 2022.

In 2024, seven countries represented approximately 50% of our billings and the remaining approximately 50% were from over 100 countries that each individually contributed less than 3% of our billings.

Total gross margin increased 3.9 percentage points in 2024 compared to 2023 , primarily driven by increased product and service gross margin and a shift in the revenue mix to higher margin service revenue.

O ur overall gross margin in 2025 will be impacted by service and product revenue mix and their respective gross margins.

We expect our service gross margin to decrease for full year 2025 compared to full year 2024, as we expand our data center footprint and colocation and cloud hosting capacity to support the growth in our unified SASE and SecOps offerings.

Operating expenses as a percentage of revenue decreased approximately 3.0 percentage points in 2024 compared to 2023, mainly because our revenue growth outpaced personnel costs.

Headcount increased 4% to 14,138 employees as of December 31, 2024, up from 13,568 as of December 31, 2023.

Impact of Macroeconomic Developments

Our overall performance depends in part on worldwide economic and geopolitical conditions, such as the war in Ukraine and the Israel-Hamas war or tensions between China and Taiwan, and their impact on customer behavior.

Worsening economic conditions, including inflation, higher interest rates, slower growth, any recession, fluctuations in foreign exchange rates, instability in the global banking industry and other changes in economic conditions, may result in decreased sales productivity and growth and adversely affect our results of operations and financial performance.

We expect our operating expenses as a percentage of revenue to increase for full year 2025 compared to full year 2024 as we expand our workforce organically and through acquisitions.

Operating margin increased 6.9 percentage points in 2024 as a result of improvement in gross margin and decrease in operating exp enses as a percentage of revenue.

We expect our operating margin to decrease for full year 2025 compared to full year 2024 as we grow our sales and marketing, and research and development workforce organically and through acquisitions , increase our product development investments, and expand our data center footprint and our colocation and cloud hosting capacity to support business growth.

Impact of Macroeconomic and Geopolitical Developments

Our overall performance depends in part on worldwide economic and geopolitical conditions, such as GDP growth, the war in Ukraine or tensions between China and Taiwan, and their impact on customer behavior.

Worsening economic conditions, including inflation, changing interest rates, tariffs and other trade disruptions, slower growth, any recession, fluctuations in foreign exchange rates and other changes in economic conditions, may result in decreased sales productivity and

growth and adversely affect our results of operations and financial performance.

We have seen certain impacts on our business, results of operations, financial condition, cash flows, liquidity and capital and financial resources such as longer sales cycles, delayed purchases and increased commitments with certain suppliers and increased inventory and inventory purchase commitment reserves.

Our days sales outstanding remained flat at 89 days for the years ended December 31, 2023 and 2022, primarily due to the sales linearity and certain geographies where extended payment terms are more prevalent.

The accounts receivable allowance for credit losses was $8.2 million as of December 31, 2023, an increase of $4.6 million compared to $3.6 million as of December 31, 2022, primarily due to an increase in past due invoices over 60 and 90 days.

Worsening economic conditions may have a material negative impact on our results in future periods and may negatively impact our billings, revenue and costs, and may decrease growth and profitability.

The extent of the impact of economic conditions on our operational and financial performance will depend on ongoing developments, including those

discussed above and others identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

The extent of the impact of economic conditions on our operational and financial performance will depend on ongoing developments, including those discussed above and others identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

Given the dynamic nature of these circumstances, the full impact of worsening economic conditions on our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources cannot be reasonably estimated at this time.

Business Model

We typically sell our security solutions to distributors that sell to networking security focused resellers and to certain service providers and managed security service providers (“MSSPs”), who, in turn, sell to end-customers or use our products and services to provide hosted solutions to other enterprises.

At times, we also sell directly to certain large enterprise customers, large service providers and major systems integrators.

In addition, we sell our software licenses and services via different cloud service provider platforms, both directly and through our channel partners.

We typically sell our security solutions to distributors that sell to networking security focused resellers and to certain service providers and managed security service providers, who, in turn, sell to end-customers or use our products and services to provide hosted solutions to other enterprises.

At times, we also sell directly to enterprise customers, service providers, systems integrators and large enterprises.

We also sell our software licenses and cloud delivered services via different cloud service provider platforms, both directly and through our channel partners.

Our end-customers are located in over 100 countries and include small, medium and large enterprises and government organizations across a wide range of industries, including financial services, government, healthcare, manufacturing, retail, technology and telecommunications.

An end-customer deployment may involve as few as one or as many as thousands of secure networking, unified SASE and security operations technology products, depending on the end-customer’s size and security requirements.

Our customers purchase our hardware products, software licenses and cloud-delivered solutions, as well as our FortiGuard and other security subscription and FortiCare technical support services.

We generally invoice network security at the time of our sale for the total price of the products and services.

Standard payment terms are generally no more than 60 days, though we may offer extended payment terms to certain distributors or related to certain transactions.

We also offer our products hosted in our own data centers, PoPs and through co-locations and major cloud service providers, including Amazon Web Services, Microsoft Azure and Google Cloud.

We have also recognized revenue from customers who deploy our products in a bring-your-own-license (“BYOL”) arrangements at cloud service providers or at private clouds.

In a BYOL arrangement, a customer purchases a software license through our channel partners and deploys the software in a cloud provider’s environment, in third-party clouds or in their private cloud.

An end-customer deployment may involve as few as one or as many as thousands of secure networking, unified SASE and security operations technology products or users, depending on the end-customer’s size and security requirements.

Our customers purchase our hardware products, software licenses and cloud-delivered solutions, including our FortiGuard and other security subscriptions, FortiCare technical support services, certain unified SASE and SecOps services.

We generally invoice at the time of our sale for the total price of the products and services.

Standard payment terms are generally no more than 60 days, though we may offer extended payment terms to certain distributors or large enterprises.

We offer our products hosted in our own data centers, PoPs and through colocations and major cloud service providers, including Amazon Web Services, Microsoft Azure and Google Cloud.

We monitor several key metrics, including the key financial metrics set forth below, in order to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies.

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We monitor our deferred revenue balance, short term and total deferred revenue growth and the mix of short-term and long-term deferred revenue because deferred revenue represents a significant portion of free cash flow and of revenue to be recognized in future periods.

Deferred revenue was $5.74 billion as of December 31, 2023, an increase of $1.09 billion, or 24%, from December 31, 2022.

Deferred revenue was $6.36 billion as of December 31, 2024, an increase of $625.9 million, or 11%, from December 31, 2023.

Short term deferred revenue was $3.28 billion as of December 31, 2024, an increase of $427.5 million, or 15%, from December 31, 2023.

Billings (non-GAAP).

We define billings as revenue recognized in accordance with generally accepted accounting principles in the United States (“GAAP”) plus the change in deferred revenue from the beginning to the end of the period, less any deferred revenue balances acquired from business combination(s) and adjustment due to adoption of new accounting standard during the period.

We consider billings to be a useful metric for management and investors because billings drive current and future revenue, which is an important indicator of the health and viability of our business.

There are several

limitations related to the use of billings instead of GAAP revenue.

First, billings include amounts that have not yet been recognized as revenue and are impacted by the term of FortiGuard security subscription and FortiCare and other support agreements.

We define billings as revenue recognized in accordance with generally accepted accounting principles in the United States (“GAAP”) plus the change in deferred revenue from the beginning to the end of the period less any deferred revenue balances acquired from business combination(s) during the period.

We consider billings to be a useful metric for management and investors because billings drive current and future revenue, which is an important indicator of the health and viability of our business and cash flows.

There are a number of limitations related to the use of billings instead of GAAP revenue.

First, billings include amounts that have not yet been recognized as revenue and are impacted by the term of security and support agreements.

Second, we may calculate billings in a manner that is different from peer companies that report similar financial measures.

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Total billings were $6.53 billion in 2024, an increase of 2% compared to $6.40 billion in 2023.

During 2023, our billings and product revenue fell below our expectations due to a slowdown in secure networking growth, along with challenges in sales execution and marketing programs.

In addition, we believe secure networking growth in the near term may be below historical growth rates.

In response to the slowdown in the secure networking market, we plan to shift our marketing and sales teams’ focus towards the faster growing SecOps and Unified SASE markets over the next several quarters, while maintaining our continued focus on leading innovation in secure networking and the convergence of security and networking.

We anticipate limited near-term growth in the secure networking market and shifting sales and marketing focus may result in certain risks, including go-to-market challenges, increased sales turnover and other execution challenges.

Our backlog has fluctuated over past quarters and any decrease in growth or negative growth of in-quarter billings and revenue may not be reflected by our aggregate billings and revenue.

As we have fulfilled, shipped and billed during a quarter to satisfy backlog, this has increased our aggregate billings and revenue during any particular quarter, and as the supply chain challenges normalize, the growth comparisons versus prior quarters where backlog contributed more to billings have become more challenging.

Our backlog may fluctuate over quarters.

A reduction to backlog increases our aggregate billings and revenue during the quarter when delivered.

If we experience supply chain shortages and cannot fulfill orders or if customers cancel or delay delivery of orders, our backlog may be affected, which will negatively impact our aggregate backlog to billings conversion and revenue in such quarter, and as the supply chain challenges normalized, our product revenue growth rate may be lower versus prior quarters where delivery from backlog contributed more to billings.

A reconciliation of revenue, the most directly comparable financial measure calculated and presented in accordance with GAAP, to billings is provided below:

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Deferred revenue balance acquired in business combinations (49.2) — (10.8)

Adjustment due to adoption of ASU 2021-08 — — (4.3)

Total billings (non-GAAP) $ 6,532.5 $ 6,399.5 $ 5,594.0

Free cash flow (non-GAAP).

We define free cash flow as net cash provided by operating activities minus purchases of property and equipment and excluding any significant non-recurring items.

We define free cash flow as net cash provided by operating activities minus purchases of property and equipment.

We believe free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including repurchasing outstanding common stock, investing in our business, making strategic acquisitions and strengthening the balance sheet.

A limitation of using free cash flow rather than the GAAP measures of cash provided by or used in operating activities, investing activities, and financing activities is that free cash flow does not represent the total increase or decrease in the cash and cash equivalents balance for the period because it excludes cash flows from investing activities other than capital expenditures and cash flows from financing activities.

A limitation of using free cash flow rather than the GAAP measures of cash provided by or used in operating activities, investing activities, and financing activities is that free cash flow does not represent the total increase or decrease in the cash and cash equivalents balance for the period because it excludes investing activities other than capital expenditures and cash flows from financing activities.

Management accounts for this limitation by providing information about our capital expenditures and other investing and financing activities on the consolidated statements of cash flows and under “—Liquidity and Capital Resources” and by presenting cash flows from investing and financing activities in our reconciliation of free cash flow.

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Net cash provided by (used in) investing activities $ (727.4) $ (649.3) $ 763.9

Net cash provided by (used in) financing activities $ (1,570.4) $ (2,130.3) $ 82.8

Net cash used in financing activities

$ (50.1) $ (1,570.4) $ (2,130.3)

Components of Operating Results

We generate the majority of our revenue from sales of our hardware and software products and amortization of amounts included in deferred revenue related to previous sales of FortiGuard security subscription and FortiCare technical support services.

We generate the majority of our revenue from sales of our hardware and software products and amortization of amounts included in deferred revenue related to previous sales of FortiGuard and other security subscriptions and FortiCare technical support services.

We also recognize revenue from cloud security solutions, professional services, and training.

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The majority of our product revenue continues to be generated by our secure networking product lines.

Product revenue also includes revenue from sales of unified SASE and SecOps technologies.

Product revenue also includes revenue from sales of unified SASE and SecOps software technologies.

As a percentage of total revenue, our product revenue has varied from quarter to quarter.

• Service revenue .

Service revenue is generated primarily from FortiGuard security subscription services and FortiCare technical support services.

We recognize revenue from FortiGuard security subscription and FortiCare technical support services ratably over the service term.

Service revenue is generated primarily from FortiGuard and other security subscription services and FortiCare technical support services.

We recognize revenue from FortiGuard and other security subscriptions and FortiCare technical support services ratably over the service term.

Our typical contractual support and subscription term is one to five years.

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• Cost of product revenue .

The majority of the cost of product revenue consists of third-party contract manufacturers’ costs and the costs of materials used in production.

Our cost of product revenue also includes supplies, shipping costs, personnel costs associated with logistics and quality control, facility-related costs, excess and obsolete inventory costs, warranty costs and amortization of intangible assets.

Cost of product revenue is primarily comprised of third-party contract manufacturers’ costs and the costs of materials used in production.

Our cost of product revenue also includes supplies, shipping costs, personnel costs associated with logistics and quality control, facility-related costs, excess and obsolete inventory costs, charges related to excess inventory commitments and amortization of intangible assets.

Personnel costs include compensation benefits and stock-based compensation.

• Cost of service revenue .

Cost of service revenue is primarily comprised of personnel costs, third-party repair and contract fulfillment, data center costs, colocation expenses and cloud provider fees, supplies, facility-related costs and amortization of intangible assets.

Cost of service revenue is primarily comprised of personnel costs, replacement cost, data center infrastructure, software and delivery costs, colocation and cloud provider fees, facility-related costs and amortization of intangible assets.

Gross margin .

Gross profit as a percentage of revenue, or gross margin, has been and will continue to be affected by a variety of factors, including the average sales price of our products, product costs, the mix of products sold and the mix of revenue between hardware products, software licenses and services and any excess inventory or other charges.

Service revenue and software licenses have higher gross margins compared to hardware products.

Overall gross margin in 2024 will be impacted by service and product revenue mix.

Generally, service revenue and software licenses have higher gross margins compared to hardware products.

Overall gross margin in 2025 will be impacted by service and product revenue mix and their respective gross margins.

Operating expenses .

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Research and development expense consists primarily of personnel costs.

Additional research and development expenses include ASIC and system prototypes and certification-related

expenses, depreciation of property and equipment and facility-related expenses.

Additional research and development expenses include ASIC and system prototypes and certification-related expenses, depreciation of property and equipment and facility-related expenses.

The majority of our research and development is focused on software and hardware development.

We record research and development expenses as incurred.

As of December 31, 2023, approximately 80%, 8%, 4%, 3% and 3% of our research and development teams were located in North America, India, Japan, Taiwan and Israel, respectively.

As of December 31, 2024, approximately 79%, 7%, 5%, 3% and 3% of our research and development teams were located in North America, India, Israel, Japan and Taiwan, respectively.

We do not own research and development team located in China.

As of December 31, 2024, approximately two-thirds of our engineers worked on software development while the remainder worked on hardware development.

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Sales and marketing expense is the largest component of our operating expenses and primarily consists of personnel costs.

Additional sales and marketing expenses include product marketing, public relations, field marketing and events and channel marketing programs (e.g., partner cooperative marketing arrangements), as well as travel, depreciation of property and equipment and facility-related expenses.

We intend to hire additional personnel focused on sales and marketing and expand our sales and marketing efforts worldwide in order to capture market share.

• General and administrative .

General and administrative expense consists of personnel costs, as well as professional fees, depreciation of property and equipment and software and facility-related expenses.

General and administrative expense consists of personnel costs, as well as professional fees, depreciation of property and equipment and internal-use software and facility-related expenses.

General and administrative personnel include our executive, finance, human resources, information technology and legal organizations.

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Interest expense consists of interest expense due to the senior notes and other miscellaneous interest expense.

Other expense — net .

Other expense—net consists primarily of foreign exchange gains and losses related to foreign currency remeasurement, gains or losses due to the changes in fair value of our marketable equity securities, realized gains and losses of available-for-sale investments, net rental income from real estate, as well as the gain on the sale or the impairment of investments in privately held companies without readily determinable fair values, which are not accounted for under the equity method.

Other income (expense) — net .

Other income (expense)—net consists primarily of foreign exchange gains and losses related to foreign currency remeasurement, gains or losses due to the changes in fair value of our marketable equity securities, realized gains and losses of available-for-sale investments, net rental income from real estate, as well as the gain on the sale or the impairment of investments in privately held companies without readily determinable fair values, which are not accounted for under the equity method.

Provision for income taxes.

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• recognition of revenue when, or as, we satisfy a performance obligation.

Our sales contracts typically contain multiple deliverables, such as hardware, software license, security subscription, technical support services and other services, which are generally capable of being distinct and accounted for as separate performance obligations.

Our sales contracts typically contain multiple performance obligations, such as hardware, software license, security subscription, technical support services, cloud and other services, which are generally capable of being distinct and accounted for as separate performance obligations.

Our hardware and software licenses have significant standalone functionalities and capabilities.

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The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

The excess of the fair values of the net assets acquired over the net purchase consideration is recorded as a gain on bargain purchase within other income, net on the consolidated statements of income.

We often continue to gather additional information throughout the measurement period, and if we make changes to the amounts recorded, such changes are recorded in the period in which they are identified.

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In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates that

apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

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These differences result in deferred tax assets, which are included in our consolidated balance sheets.

In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of income become deductible expenses under applicable income tax laws, or loss or credit carryforwards are utilized.

In general, deferred tax assets

represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of income become deductible expenses under applicable income tax laws, or loss or credit carryforwards are utilized.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

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Interest expense (20.0) (21.0) (18.0)

Other expense—net (6.1) (13.5) (11.6)

Gain on bargain purchase

Other income (expense)—net

13.6 (6.1) (13.5)

Income before income taxes and loss from equity method investments

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Interest expense — — —

Other expense—net — — —

Gain on bargain purchase

Other income (expense)—net — — —

Income before income taxes and loss from equity method investments

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Total revenue increased $651.0 million, or 12%, in 2024 compared to 2023.

We continued to experience large organic revenue growth (i.e., revenue growth excluding attribution from recent acquisitions) with diversification of revenue geographically, and across both customer and industry segments.

Revenue from all regions grew, with the Americas contributing the largest portion of the increase on an absolute dollar basis and EMEA, contributing the largest portion of the increase on a percentage basis.

Product revenue increased $146.8 million, or 8%, in 2023 compared to 2022 .

Product revenue growth rates decreased from 42% in 2022 to 8% in 2023 partially due to overall softening macroeconomic conditions.

We continued to experience diversification of revenue geographically, and across customer and industry verticals.

Revenue from all regions grew, with EMEA contributing the largest portion of the increase on an absolute dollar basis and on a percentage basis.

Product revenue remained comparatively flat in 2024 compared to 2023 .

Service revenue increased $669.6 million, or 20%, in 2024 compared to 2023.

Service revenue growth has accelerated over the past three years from 24% in 2021, to 26% in 2022 to 28% in 2023 .

Compared to 2022, FortiGuard security subscription revenue and other security subs cription revenue increased $471.1 million, or 33% and FortiCare, other technical support and other revenues increased $269.5 million, or 22%, in 2023.

The increases in service revenue were primarily due to the recognition of revenue from our growing deferred revenue balance related to FortiGuard and other security subscriptions delivered to on-premise and cloud-based environments.

Security subscriptions outpaced technical support growth due to strength in secure networking subscriptions, SecOps and SASE.

Security subscription revenue increased $418.6 million, or 22%, and technical support and other services revenue increased $251.0 million, or 17%, in 2024 compared to 2023 .

Of the service revenue recognized in 2024, 70% was included in the deferred revenue balance as of December 31, 2023.

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Of the service revenue recognized in each quarter of 2024, from 88% to 90% was included in deferred revenue as of the beginning of the respective quarter.

We expect service revenue growth rates to continue to slow down in 2025 due to slowing short term deferred revenue growth over the past several quarters , partially offset by increases in SaaS revenue.

Cost of revenue and gross margin

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Percentages have been rounded for presentation purposes and may differ from unrounded results.

Total gross margin increased 1.3 percentage points in 2023 compared to 2022, primarily driven by a shift in the revenue mix and increased service gross margin, partially offset by decreased product gross margin.

Total gross margin increased 3.9 percentage points in 2024 compared to 2023, primarily driven by a shift in the revenue mix to higher margin service revenue and increased product and service gross margin.

Revenue mix shifted by 4.3 percentage points from product revenue to service revenue, as a percentage of total revenue.

Product gross margin decreased 0.8 percentage points in 2023 compared to 2022, primarily due to inventory related reserves expense, partially offset by lower expedite fees and freight costs and a shift in revenue mix from hardware to software.

Cost of product revenue was comprised primarily of third-party contract manufacturers’ costs, costs of materials used in production and inventory reserves.

Service gross margin increased 0.9 percentage points in 2023 compared to 2022, primarily driven by pricing actions in earlier periods and benefited from the mix shift towards higher margin security subscription services.

Cost of service revenue was comprised primarily of personnel costs, third-party repair and contract fulfillment, data center costs, colocation expenses and cloud hosting, supplies and facility-related costs.

Product gross margin increased 5.4 percentage points in 2024 compared to 2023, primarily due to decrease in inventory related reserves expense, lower expedite fees, a shift in revenue mix from hardware to software and lower freight costs, partially offset by reduced prices on certain products.

During the first quarter of 2024, we lowered list prices on select products.

Cost of product revenue was comprised primarily of third-party contract manufacturers’ costs, costs of materials used in production and inventory reserves related to excess inventory and contractual delivery commitments.

Service gross margin increased 1.5 percentage points in 2024 compared to 2023, primarily driven by service revenue growth outpacing labor and replacement costs increase, partially offset by an increase in cloud service costs.

Cost of service revenue was comprised primarily of personnel-related costs, replacement cost, data center infrastructure, software and delivery costs, colocation and cloud provider fees, as well as facility-related costs.

Operating expenses

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Total operating expenses $ 2,994.8 50 % $ 2,826.5 53 % $ 168.3 6 %

Percentages have been rounded for presentation purposes and may differ from unrounded results.

Research and development

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Sales and marketing expense increased $38.8 million, or 2%, in 2024 compared to 2023, primarily due to an increase of $44.0 million in personnel-related costs.

We increased our sales and pipeline generation capacity.

The increase in headcount is expected to help drive global market revenue increases.

In addition, marketing-related expenses increased $23.5 million, travel expense increased $20.7 million and depreciation expense and other occupancy-related expense increased $18.4 million.

In addition, travel expense increased $7.3 million and cloud hosting services costs related to sales demonstrations increased $4.5 million.

The increases were partially offset by a decrease of $21.8 million in marketing program and related expenses.

We currently intend to continue to make investments in sales and marketing resources, which are critical to support our future growth, and expect sales and marketing expense to increase in absolute dollars in 2025.

General and administrative

General and administrativ e expense increased $42.3 million, or 25%, in 2023 compared to 2022, primarily due to an increase of $19.2 million in professional services fees, an increase of $14.6 million in personnel-related costs and an increase of $3.4 million in provision for expected credit losses .

General and administrativ e expense increased $26.5 million, or 13%, in 2024 compared to 2023, primarily due to an increase of $21.7 million in legal related fees and other professional service fees and an increase of $6.6 million in personnel-related costs.

The increases were partially offset by a decrease of $6.0 million in provision for expected credit losses .

We currently expect general and administrative expense to increase in absolute dollars in 2025.

Operating income and margin

We generated operating income of $1.24 billion in 2023, an increase of $271.5 million, or 28%, compared to $969.6 million in 2022.

We generated operating income of $1.80 billion in 2024, an increase of $562.3 million, or 45%, compared to $1.24 billion in 2023.

Operating income as a percentage of revenue increased to 30.3% in 2024 compared to 23.4% in 2023.

The increase in our operating margin primarily benefits from a 1.3 percentage points increase in gross margin and 0.4 percentage points decrease in sales and marketing expense as a percentage of revenue, partially offset by 0.2 percentage points increase in general and administrative expense as percentage of revenue.

Interest income, interest expense and other expense — net

The increase in our operating margin primarily benefits from 3.9 percentage points increase in gross margin and 3.5 percentage points decrease in sales and marketing expense as a percentage of revenue, partially offset by 0.5 percentage points increase in research and development expense as percentage of revenue.

Interest income, interest expense, gain on bargain purchase and other income (expense) — net

Year Ended December 31,

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Interest expense (20.0) (21.0) 1.0 (5) %

Other expense—net (6.1) (13.5) 7.4 (55) %

Interest income increased $102.3 million in 2023 as compared to 2022, primarily as a result of higher interest rates and investment balances.

Gain on bargain purchase

106.3 — 106.3 100 %

Other income (expense)—net

13.6 (6.1) 19.7 (323) %

Interest income increased $35.5 million in 2024 as compared to 2023, primarily as a result of higher investment balances.

Interest income varies depending on our average investment balances during the period, types and mix of investments, and market interest rates.

Interest expense increased $3.0 million in 2023 as compared to 2022.

Other expense—net decreased $7.4 million in 2023 as compared to 2022 due to an $8.7 million lower loss on marketable equity securities and a $1.0 million increase of net rental income from real estate, partially offset by a $2.4 million increase of foreign exchange losses.

Interest expense decreased $1.0 million in 2024 as compared to 2023.

Gain on bargain purchase was $106.3 million in 2024 and is related to our acquisition of Lacework.

The $19.7 million change in other income (expense)—net in 2024 as compared to 2023 was primarily due to an increase of $30.9 million gain on marketable equity securities, partially offset by a $10.0 million increase of foreign currency exchange losses.

Provision for income taxes

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federal and state income taxes, other foreign income taxes, foreign withholding taxes and unrecognized tax benefits.

The provision was partially offset by excess tax benefits of $75.8 million from stock-based compensation expense, a tax benefit of $115.2 million from the FDII deduction, and a tax benefit of $11.6 million from federal research and development tax credits.

provision was partially offset by excess tax benefits of $55.1 million from stock-based compensation expense, a tax benefit of $89.5 million from the FDII deduction, and a tax benefit of $14.0 million from federal research and development tax credits.

Loss from Equity Method Investments

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$ (29.4) $ (42.1) $ 12.7 (30) %

Loss from equity method investments decreased $26.0 million in 2023 as compared to 2022, as our proportionate share of Linksys’ financial results including our share of the amortization of the basis differences improved over the same period last year .

Our loss related to Linksys in fiscal 2022 totaled $68.1 million, comprised our proportionate share of Linksys’ financial results as well as the amortization of the basis differences of $45.9 million, which included a $17.5 million charge in connection with a valuation allowance established on deferred tax assets at Linksys, and the OTTI charge of $22.2 million recorded during the three months ended December 31,2022.

Loss from equity method investments decreased $12.7 million in 2024 as compared to 2023, primarily driven by our proportionate share of Linksys’ financial results , partially offset by the OTTI charge of $8.0 million recorded in the second quarter of 2024.

Seasonality, Cyclicality and Quarterly Revenue Trends

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We believe this is due to customer buying patterns typical in this industry.

Our quarterly revenue over the past two years has increased sequentially each quarter within the year.

Our quarterly revenue over the past three years has increased sequentially each quarter within the year.

Total gross margin has fluctuated on a quarterly basis primarily due to the relative product and service mix.

Product gross margin varies based on the types of products sold, their cost profile and their average selling prices.

Service gross margin is impacted by revenue growth and our personnel-related costs, third-party repair and contract fulfillment, data center, colocation fees, cloud hosting, supplies, facility-related costs and foreign currency fluctuations.

Service gross margin is impacted by revenue growth and our personnel-related costs, replacement cost, data center infrastructure, software and delivery costs, colocation and cloud provider fees, facility-related costs and foreign currency fluctuations.

Liquidity and Capital Resources

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Net cash provided by (used in) investing activities (727.4) (649.3) 763.9

Net cash provided by (used in) financing activities (1,570.4) (2,130.3) 82.8

Net cash used in financing activities

(50.1) (1,570.4) (2,130.3)

Effect of exchange rate changes on cash and cash equivalents (2.6) (0.8) (0.4)

Net increase (decrease) in cash and cash equivalents $ 1,478.0 $ (285.0) $ 363.8

Liquidity and capital resources are primarily impacted by our operating activities, proceeds from issuance of our investment grade debt, as well as cash used on stock repurchases, real estate purchases and other capital expenditures, investments in various companies and business acquisitions.

Liquidity and capital resources are primarily impacted by our operating activities, as well as real estate purchases, other capital expenditures, and business acquisitions, payment of taxes in connection with the net settlement of equity awards and proceeds from the issuance of common stock and investment grade debt and repurchases of our common stock.

In recent years, we have received significant capital resources from our billings to customers, issuance of investment grade debt and, to some extent, from the exercise of stock options by our employees.

Additional increases in billings may depend on a number of factors, including demand for and availability of our products and services, competition, pricing actions, market or industry changes, macroeconomic events such as rising inflation and interest rates, economic strength, supply chain capacity and disruptions, international conflicts, including the war in Ukraine and the Israel-Hamas war, and our ability to execute.

We expect proceeds from the exercise of stock options in future years to be impacted by the increased mix of restricted stock units and performance stock units versus stock options granted to our employees and to vary based on our share price.

We expect our cash tax payments to increase as a result of a provision in the Tax Cuts and Jobs Act of 2017 requiring taxpayers to capitalize and amortize research and development expenses for tax purposes, other tax law changes and our expected growth.

In February 2023, our board of directors approved an extension of the Repurchase Program to February 29, 2024.

In April 2023 and July 2023, our board of directors approved $1.0 billion and $500.0 million increases in the authorized stock repurchase amount under the Repurchase Program, respectively, bringing the aggregate amount authorized to be repurchased to $6.75 billion.

In 2023, we repurchased 27.2 million shares of common stock under the Repurchase Program for an aggregate purchase price of $1.50 billion.

As of December 31, 2023, $529.1 million remained available for future share repurchases under the Repurchase Program.

Additional increases in billings may depend on a number of factors, including demand for and availability of our products and services, competition, pricing actions, market or industry changes, macroeconomic events such as rising inflation and changing interest rates, economic strength, supply chain capacity and disruptions, tariffs and other trade restrictions, international conflicts, including the war in Ukraine, an increase in installment billing, and our ability to execute.

We expect proceeds from the exercise of stock options in future years to continue to be impacted by the increased mix of restricted stock units and performance stock units versus stock options granted to our employees and to vary based on our share price.

In January 2024, our board of directors approved a $500.0 million increase in the authorized stock repurchase amount under the Repurchase Program, bringing the aggregate amount authorized to be repurchased to $7.25 billion of our outstanding common stock.

In February 2024, our board of directors approved an extension of the Repurchase Program to February 28, 2025.

As of February 23, 2024, approximately $1.03 billion remained available for future share repurchases.

In March 2021, we issued $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of 1.0% notes due March 15, 2026 and $500.0 million aggregate principal amount of 2.2% notes due March 15, 2031, in an underwritten registered public offering.

We do not currently intend to retire these senior notes early.

Refer to Note 11.

Debt in Part II, Item 8 of this Annual Report on Form 10-K for information on the senior notes.

In October 2024, our board of directors approved a $1.0 billion increase in the authorized stock repurchase amount under the Repurchase Program and extended the term of the Repurchase Program to February 28, 2026, bringing the aggregate amount authorized to be repurchased to $8.25 billion of our outstanding common stock through February 28, 2026.

In 2024, we repurchased less than 0.1 million shares of common stock under the Repurchase Program for an aggregate purchase price of $0.6 million.

As of December 31, 2024, approximately $2.03 billion remained available for future share repurchases under the Repurchase Program.

We expect to continue to increase our data centers, PoPs, office and warehouse capacity to support growth and the expansion of existing services or introduction of new services.

As we purchase new properties, we will work to incorporate these properties into the environmental goals we have established.

We estimate 2024 capital expenditures to be between $370.0 million and $420.0 million.

We estimate 2025 capital expenditures to be between approximately $380.0 million and $430.0 million.

Our principal commitments consist of obligations under our senior notes, inventory purchase and other contractual commitments.

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$500.0 million in aggregate principal amount of senior notes is due on March 15, 2026 and $500.0 million in aggregate principal amount of senior notes is due on March 15, 2031.

In addition, we enter into non-cancellable agreements with contract manufacturers to procure inventory based on our requirements in order to reduce manufacturing lead times, plan for adequate component supply or incentivize suppliers to deliver.

In addition, we purchase components of our inventory from certain suppliers and use several independent contract manufacturers to provide manufacturing services for our products.

During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us or establish the parameters defining our requirements.

A significant portion of our reported purchase commitments arising from these agreements consists of firm, non-cancelable and unconditional commitments.

Certain of these inventory purchase commitments with contract manufacturers and suppliers relate to arrangements to secure supply and pricing for certain product components for multi-year periods.

In certain instances, these agreements allow us the option to reschedule and adjust our requirements based on our business needs prior to firm orders being placed.

In 2023, we have seen supply chain constraints gradually improve as we continued to work with contract manufacturers and component suppliers to decrease and optimize our non-cancellable inventory purchase commitments.

Inventory purchase commitments as of December 31, 2023, were $637.3 million, a decrease of $697.7 million compared to $1.34 billion as of December 31, 2022.

These inventory purchase commitments as of December 31, 2024 totaled $591.1 million, a decrease of $46.2 million compared to $637.3 million as of December 31, 2023 due to fulfillment of customer demand as our supply availability improved and our continued efforts to work with contract manufacturers and suppliers to optimize our inventory and purchase commitments position.

We record a liability for inventory purchase commitments in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory.

We estimate payments of $588.9 million due on or before December 31, 2025 related to these commitments.

We increased our purchase commitments in prior years to address significant supply constraints seen industry-wide due to component shortages and have reduced the purchase commitments in 2024.

Our agreements secured supply and pricing for certain product components with contract manufacturers to meet customer demand and to address extended lead times.

Inventory and supply chain management remain areas of focus as we balance the need to maintain supply chain flexibility to help ensure competitive lead times with the risk of inventory obsolescence because of supply constraints, rapidly changing technology, and customer requirements.

We believe the amount of our inventory and purchase commitments is appropriate for our current and expected customer demand and revenue levels.

We also have open purchase orders and contractual obligations in the ordinary course of business for which we have not received goods or services.

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As of December 31, 2024, our cash, cash equivalents and short-term and long-term investments of $4.07 billion were invested primarily in deposit accounts, commercial paper, corporate debt securities, U.S.

government and agency securities, certificates of deposit and term deposits, money market funds, municipal bonds.

government and agency securities, certificates of deposit and term deposits and money market funds.

It is our investment policy to invest excess cash in a manner that preserves capital, provides liquidity, and generates return without significantly increasing risk.

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In the long term, our ability to support our requirements and plans for cash, including our working capital and capital expenditure requirements will depend on many factors, including our growth rate;

the timing and amount of our share repurchases;

the timing and amount of our share repurchases and debt retirement;

the expansion of sales and marketing activities, pricing actions, the introduction of new and enhanced products and services offerings;

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our investments in purchasing, developing or leasing real estate;

cash tax payments and macroeconomic impacts such as rising inflation and interest rates;

the war in Ukraine and the Israel-Hamas war;

and instability in the global

banking system.

cash paid for taxes and macroeconomic impacts such as rising inflation and changing interest rates;

and the war in Ukraine.

Historically, we have required capital principally to fund our working capital needs, share repurchases, capital expenditures and acquisition activities.

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Non-cash adjustments consist primarily of amortization of deferred contract costs, stock-based compensation and depreciation and amortization.

Changes in operating assets and liabilities consist primarily of changes in deferred revenue, deferred contract costs, deferred tax assets, inventory and accounts receivable—net.

Changes in operating assets and liabilities consist primarily of changes in deferred revenue, deferred contract costs, accrued liabilities, deferred tax assets, inventory and accounts receivable—net.

Our operating activities during 2024 provided cash flows of $2.26 billion as a result of the continued growth of our business, improved profitability and our ability to successfully manage our working capital.

Changes in operating assets and liabilities primarily resulted from an increase in sales of our security subscription services and technical support services to new and existing customers, as reflected by an increase of $1.10 billion in our deferred revenue during 2023.

In addition, changes in operating assets and liabilities were driven by an increase of $353.5 million in deferred contract costs, an increase of $301.9 million in deferred tax assets, an increase of $253.5 million in inventory and an increase of $146.4 million in accounts receivable—net.

In addition, changes in operating assets and liabilities were driven by an increase of $311.1 million in deferred contract costs, an increase of $223.2 million in deferred tax assets, a decrease of $131.2 million in inventory, a decrease of $106.7 million in accrued liabilities, and an increase of $45.4 million in accounts receivable—net.

Investing Activities

The changes in cash flows from investing activities primarily relate to timing of purchases, maturities and sales of investments, purchases of property and equipment, investments in various companies and business acquisitions.

Historically, in making a lease-versus-ownership decision related to warehouse, office or data center space, we have considered various factors including financial metrics, expected long-term growth rates, time to market and changes in asset values.

In certain cases, we have elected to own a facility if we believe that purchasing or developing buildings rather than leasing is more closely aligned with our long-term strategy.

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We may also make cash payments in connection with future business combinations.

During 2023, cash used in investing activities was $649.3 million, primarily driven by $437.0 million spent for purchases of investments, net of maturities and sales of investments, $204.1 million used for the purchases of property and equipment, and $8.5 million investment in a privately held company.

During 2024, cash used in investing activities was $727.4 million, primarily driven by $378.9 million used for the purchases of property and equipment, $275.5 million used for the acquisitions of Lacework, Next DLP and Perception Point , net of cash and $56.4 million spent for purchases of investments, net of maturities and sales of investments.

Financing Activities

The changes in cash flows from financing activities primarily relate to repurchase and retirement of common stock, and taxes paid related to net share settlement of equity awards, net of proceeds from the issuance of common stock under our Amended and Restated 2009 Equity Incentive Plan (the “2009 EIP”).

During 2023, cash used in financing activities was $1.57 billion, primarily driven by $1.50 billion used to repurchase shares of our common stock and $68.7 million used to pay tax withholding, net of proceeds from the issuance of common stock.

During 2024, cash used in financing activities was $50.1 million, primarily driven by $37.8 million used to pay tax withholding, net of proceeds from the issuance of common stock.

Recent Accounting Pronouncements

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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 7. Management’s Discussion and Analysis