October 16, 2012

Fortinet Reports Third Quarter 2012 Financial Results

SUNNYVALE, CA -- (Marketwire) -- 10/16/12 -- Fortinet® (NASDAQ: FTNT)

  • Revenues of $136.3 million, up 17% year over year(2)
  • Billings of $145.0 million, up 22% year over year(1)
  • GAAP diluted net income per share of $0.10
  • Non-GAAP diluted net income per share of $0.14(1)
  • Cash flow from operations of $40.8 million
  • Free cash flow of $24.3 million(1,3)
  • Cash, cash equivalents and investments of $690.3 million(3), with no debt

Fortinet® (NASDAQ: FTNT) -- a leader in high-performance network security -- today announced financial results for the third quarter ended September 30, 2012.

Financial Highlights for the Third Quarter of 2012

  • Revenue(2): Total revenue was $136.3 million for the third quarter of 2012, an increase of 17% compared to $116.4 million in the same quarter of 2011. Within total revenue, product revenue was $63.0 million, an increase of 19% compared to the same quarter of 2011. Services revenue was $69.8 million, an increase of 21% compared to the same quarter of 2011.

  • Billings(1,2): Total billings were $145.0 million for the third quarter of 2012, an increase of 22% compared to $118.4 million in the same quarter of 2011.

  • Deferred Revenue: Deferred revenue was $340.1 million as of September 30, 2012, an increase of 24% compared to deferred revenue of $275.1 million as of September 30, 2011, and up $8.7 million from $331.4 million as of June 30, 2012.

  • Cash and Cash Flow(1,2,3): As of September 30, 2012, cash, cash equivalents and investments were $690.3 million, compared to $644.4 million as of June 30, 2012. In the third quarter of 2012, cash flow from operations was $40.8 million and free cash flow was $24.3 million.

  • GAAP Operating Income(1,2): GAAP operating income was $25.8 million for the third quarter of 2012, representing a GAAP operating margin of 19%. GAAP operating income was $26.2 million for the same quarter of 2011, representing a GAAP operating margin of 22%.

  • GAAP Net Income and Diluted Net Income Per Share(1,2): GAAP net income was $17.2 million for the third quarter of 2012, based on a 36% tax rate for the quarter. This compares to GAAP net income of $17.9 million for the same quarter of 2011, based on a 34% tax rate for the quarter. GAAP diluted net income per share was $0.10 for the third quarter of 2012, based on 166.8 million weighted-average diluted shares outstanding, compared to $0.11 for the same quarter of 2011, based on 163.9 million weighted-average diluted shares outstanding.

  • Non-GAAPOperating Income(1,2): Non-GAAP operating income was $34.1 million for the third quarter of 2012, representing a non-GAAP operating margin of 25%. Non-GAAP operating income was $31.4 million for the same quarter of 2011, representing a non-GAAP operating margin of 27%.

  • Non-GAAPNet Income and Diluted Net Income Per Share(1,2): Non-GAAP net income was $23.2 million for the third quarter of 2012, based on a 34% effective tax rate for the quarter. Non-GAAP net income for the same quarter of 2011 was $21.7 million, based on a 33% effective tax rate. Non-GAAP diluted net income per share was $0.14 for the third quarter of 2012 based on 166.8 million weighted-average diluted shares outstanding, compared to $0.13 for the same quarter of 2011, based on 163.9 million weighted-average diluted shares outstanding.

(1) A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures."

(2) Includes the impact of a $1.8 million sale and a $2.6 million sale of previously-acquired patents during the third quarter of 2012 and 2011, respectively.

(3) Includes the impact of $14.5 million paid for the purchase of land and buildings near our Silicon Valley headquarters.

Management Commentary:
Ken Xie, founder, president and chief executive officer of Fortinet, stated: "Our third quarter performance highlights the underlying strength of our technology and market adoption of Fortinet solutions, especially among enterprises, where we are seeing strong growth. We are excited about our innovative new FortiOS 5.0 and FortiASIC SoC-2 'System-on-a-Chip,' which we also announced today and which will further differentiate us in the market. We remain focused on executing our growth strategy by continuing to strengthen our research and development capabilities to continue to drive product innovation and by expanding our sales and support infrastructure."

Ken Goldman, chief financial officer of Fortinet, stated: "We are pleased with our third quarter results, which were consistent with expectations across all of our key operating metrics. Our business remains very diverse in terms of products offered, as well as verticals and geographies served, and we are at the beginning of a very strong new product cycle. We remain encouraged by the momentum we are seeing in the business and believe we are well positioned to maintain growth due to the combination of our technology advantage, strong cash flow generation capabilities, and over $690 million in cash on the balance sheet with no debt. We are confident as we enter the fourth quarter and remain focused on continuing to drive productivity improvements to deliver against our goals of long-term operating margin expansion. Finally, as I will be ending my five-year tenure at Fortinet this week, I want to express my confidence in the company and its future. It has been a rewarding experience managing Fortinet from a private company, through its successful IPO, and then through twelve quarters of growth and outperformance as a public company."

Conference Call Details
Fortinet will host a conference call today, October 16, 2012, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its financial results. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 39812108. A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations page of Fortinet's website at http://investor.fortinet.com and a replay will be archived and accessible at http://investor.fortinet.com/events.cfm. A replay of this conference call can also be accessed through October 30, 2012, by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID# 39812108.

Following Fortinet's earnings conference call, the Company will host an additional question-and-answer session at 3:30 p.m. Pacific Time (6:30 p.m. Eastern Time) to provide an opportunity for financial analysts and investors to ask more detailed product and financial questions. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 39812780. This follow-up call will be webcast live and accessible at http://investor.fortinet.com, and a replay will be archived and available after the call at http://investor.fortinet.com/events.cfm. A replay of this conference call will also be available through October 30, 2012 by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID # 39812780.

About Fortinet (www.fortinet.com)
Fortinet (NASDAQ: FTNT) is a worldwide provider of network security appliances and a market leader in unified threat management (UTM). Our products and subscription services provide broad, integrated and high-performance protection against dynamic security threats while simplifying the IT security infrastructure. Our customers include enterprises, service providers and government entities worldwide, including the majority of the 2011 Fortune Global 100. Fortinet's flagship FortiGate product delivers ASIC-accelerated performance and integrates multiple layers of security designed to help protect against application and network threats. Fortinet's broad product line goes beyond UTM to help secure the extended enterprise -- from endpoints, to the perimeter and the core, including databases and applications. Fortinet is headquartered in Sunnyvale, Calif., with offices around the world.

Copyright © 2012 Fortinet, Inc. All rights reserved. The symbols ® and ™ denote respectively federally registered trademarks and unregistered trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet's trademarks include, but are not limited to, the following: Fortinet, FortiGate, FortiGuard, FortiManager, FortiMail, FortiClient, FortiCare, FortiAnalyzer, FortiReporter, FortiOS, FortiASIC, FortiWiFi, FortiSwitch, FortiVoIP, FortiBIOS, FortiLog, FortiResponse, FortiCarrier, FortiScan, FortiDB and FortiWeb. Other trademarks belong to their respective owners.

FTNT-F

Forward-looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding the momentum in our business, growth of our business, and operating margin expansion. Although we attempt to be accurate in making forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause results to differ materially from the statements herein include the following: general economic risks; specific economic risks in different geographies and among different customer segments; uncertainty regarding increased business and renewals from existing customers; uncertainties around continued success in sales growth and market share gains; failure to convert sales pipeline into final sales; risks associated with successful implementation of multiple integrated software products and other product functionality risks; execution risks around new product development and introductions and innovation; litigation and disputes and the potential cost, distraction and damage to sales and reputation caused thereby; market acceptance of new products and services; the ability to attract and retain personnel; changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; technological changes that make our products and services less competitive; risks associated with the adoption of, and demand for, the UTM model in general and by specific customer segments; competition and pricing pressure; and the other risk factors set forth from time to time in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and our other filings with the SEC, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from our investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events.

Non-GAAP Financial Measures
We have provided in this release financial information that has not been prepared in accordance with Generally Accepted Accounting Principles (GAAP). We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures below. As previously mentioned, a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Billings. We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period. We consider billings to be a useful metric for management and investors because billings drive deferred revenue, which is an important indicator of the health and visibility of our business, and has historically represented a majority of the quarterly revenue that we recognize. There are a number of limitations related to the use of billings versus revenue calculated in accordance with GAAP. First, billings include amounts that have not yet been recognized as revenue. Second, we may calculate billings in a manner that is different from peer companies that report similar financial measures. Management compensates for these limitations by providing specific information regarding GAAP revenue and evaluating billings together with revenues calculated in accordance with GAAP.

Free cash flow. We define free cash flow as net cash provided by operating activities minus capital expenditures. We consider 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 the acquisition of property and equipment, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet. Analysis of free cash flow facilitates management's comparisons of our operating results to competitors' operating results. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating the Company is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period because it excludes cash used for capital expenditures. Management compensates for this limitation by providing information about our capital expenditures on the face of the cash flow statement and under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K.

Non-GAAP operating income and operating margin. We define non-GAAP operating income as operating income plus stock-based compensation reduced by the income from payments we received from a patent settlement. Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of stock-based compensation expense and patent settlement related income so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP operating income versus operating income calculated in accordance with GAAP. First, non-GAAP operating income excludes stock-based compensation expense. Stock-based compensation has been and will continue to be for the foreseeable future a significant recurring expense in our business. Second, stock-based compensation is an important part of our employees' compensation and impacts their performance. Third, the components of the costs that we exclude in our calculation of non-GAAP operating income may differ from the components that our peer companies exclude when they report their non-GAAP results of operations. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating income and evaluating non-GAAP operating income together with operating income calculated in accordance with GAAP.

Non-GAAP net income and diluted net income per share. We define non-GAAP net income as net income plus stock-based compensation expense reduced by the income from payments we received from a patent settlement, less the related tax effects. We define non-GAAP diluted net income per share as non-GAAP net income divided by the weighted-average diluted shares outstanding. We consider these non-GAAP financial measures to be useful metrics for management and investors for the same reasons that we use non-GAAP operating income and non-GAAP operating margin. However, in order to provide a complete picture of our recurring core business operating results, we exclude from non-GAAP net income and non-GAAP diluted net income per share, the tax effects associated with stock-based compensation and the patent settlement. We believe the effective tax rates we used are reasonable estimates of long-term normalized tax rates under our global operating structure. The same limitations described above regarding our use of non-GAAP operating income and non-GAAP operating margin apply to our use of non-GAAP net income and non-GAAP diluted net income per share. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and non-GAAP diluted net income per share and evaluating non-GAAP net income and non-GAAP diluted net income per share together with net income and diluted net income per share calculated in accordance with GAAP.


                               FORTINET, INC.

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                         (Unaudited, in thousands)





                                               September 30,   December 31,

                                                    2012           2011

                                               -------------  -------------

                    ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                    $      75,466  $      71,990

  Short-term investments                             299,180        318,283

  Accounts receivable, net of allowance for

   doubtful accounts of $234 and $336,

   respectively                                       89,843         95,522

  Inventory                                           26,182         16,249

  Deferred tax assets                                  7,088          7,578

  Prepaid expenses and other current assets           16,893         13,948

                                               -------------  -------------

    Total current assets                             514,652        523,570

PROPERTY AND EQUIPMENT-Net                            26,020          7,966

DEFERRED TAX ASSETS-Non-current                       50,393         46,523

LONG-TERM INVESTMENTS                                315,657        148,414

OTHER ASSETS                                           6,546          8,274

                                               -------------  -------------

TOTAL ASSETS                                   $     913,268  $     734,747

                                               =============  =============

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                             $      23,160  $      19,768

  Accrued liabilities                                 19,032         15,971

  Accrued payroll and compensation                    25,940         24,197

  Deferred revenue                                   230,562        206,928

                                               -------------  -------------

    Total current liabilities                        298,694        266,864

DEFERRED REVENUE-Non-current                         109,516         87,905

OTHER LIABILITIES                                     26,589         21,624

                                               -------------  -------------

    Total liabilities                                434,799        376,393

                                               -------------  -------------

STOCKHOLDERS' EQUITY:

  Common stock                                           161            156

  Additional paid-in capital                         388,632        317,026

  Treasury stock                                      (2,995)        (2,995)

  Accumulated other comprehensive income               3,577            402

  Retained earnings                                   89,094         43,765

                                               -------------  -------------

    Total stockholders' equity                       478,469        358,354

                                               -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $     913,268  $     734,747

                                               =============  =============








                               FORTINET, INC.

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

            (Unaudited, in thousands, except per share amounts)



                                   Three Months Ended    Nine Months Ended

                                  -------------------- --------------------

                                  September  September September  September

                                   30, 2012   30, 2011  30, 2012   30, 2011





REVENUE:

  Product                         $  63,027  $  53,093 $ 177,923  $ 139,945

  Services                           69,782     57,835   197,332    159,192

  Ratable and other revenue           3,459      5,498     7,222     13,578

                                  ---------  --------- ---------  ---------

    Total revenue                   136,268    116,426   382,477    312,715

                                  ---------  --------- ---------  ---------

COST OF REVENUE:

  Product (1)                        23,995     20,606    66,997     51,272

  Services (1)                       13,166      9,438    36,846     25,815

  Ratable and other revenue             647      1,095     2,135      4,026

                                  ---------  --------- ---------  ---------

    Total cost of revenue            37,808     31,139   105,978     81,113

                                  ---------  --------- ---------  ---------

GROSS PROFIT:

  Product                            39,032     32,487   110,926     88,673

  Services                           56,616     48,397   160,486    133,377

  Ratable and other revenue           2,812      4,403     5,087      9,552

                                  ---------  --------- ---------  ---------

    Total gross profit               98,460     85,287   276,499    231,602

                                  ---------  --------- ---------  ---------

OPERATING EXPENSES:

  Research and development (1)       20,498     16,834    60,553     47,197

  Sales and marketing (1)            44,743     36,934   131,038    105,548

  General and administrative (1)      7,449      5,359    19,473     16,473

                                  ---------  --------- ---------  ---------

    Total operating expenses         72,690     59,127   211,064    169,218

                                  ---------  --------- ---------  ---------

OPERATING INCOME                     25,770     26,160    65,435     62,384

INTEREST INCOME                       1,318        904     3,606      2,560

OTHER INCOME (EXPENSE)-Net             (317)        60      (315)      (242)

                                  ---------  --------- ---------  ---------

INCOME BEFORE INCOME TAXES           26,771     27,124    68,726     64,702

PROVISION FOR INCOME TAXES            9,565      9,207    23,397     18,704

                                  ---------  --------- ---------  ---------

NET INCOME                        $  17,206  $  17,917 $  45,329  $  45,998

                                  =========  ========= =========  =========

Net income per share:

  Basic                           $    0.11  $    0.12 $    0.29  $    0.30

                                  =========  ========= =========  =========

  Diluted                         $    0.10  $    0.11 $    0.27  $    0.28

                                  =========  ========= =========  =========

Weighted-average shares

 outstanding:

  Basic                             158,751    153,265   157,416    151,958

                                  =========  ========= =========  =========

  Diluted                           166,791    163,869   166,127    163,554

                                  =========  ========= =========  =========



(1) Includes stock-based

 compensation expense as follows:

  Cost of product revenue         $      85  $      64 $     237  $     129

  Cost of services revenue            1,018        564     2,704      1,124

  Research and development            2,525      1,516     6,774      2,954

  Sales and marketing                 3,879      2,708    10,797      6,289

  General and administrative          1,323        882     3,416      2,178

                                  ---------  --------- ---------  ---------

                                  $   8,830  $   5,734 $  23,928  $  12,674

                                  =========  ========= =========  =========







         CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                         (Unaudited, in thousands)







                               Three Months Ended       Nine Months Ended

                             ----------------------  ----------------------

                              September   September   September   September

                              30, 2012    30, 2011    30, 2012    30, 2011

                             ----------  ----------  ----------  ----------

Net income                   $   17,206  $   17,917  $   45,329  $   45,998

Other comprehensive income:

  Foreign currency

   translation                    1,092      (1,722)        867        (797)

  Unrealized gains (losses)

   on investments                 1,968      (1,347)      3,441      (1,194)

  Unrealized losses on cash

   flow hedges                      (19)       (119)          -        (194)

  Tax provision related to

   items of other

   comprehensive income            (618)          -      (1,133)          -

                             ----------  ----------  ----------  ----------

Net change in accumulated

 other comprehensive income       2,423      (3,188)      3,175      (2,185)

                             ----------  ----------  ----------  ----------

Comprehensive income         $   19,629  $   14,729  $   48,504  $   43,813

                             ==========  ==========  ==========  ==========







              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (Unaudited, in thousands)





                                                   Nine Months Ended

                                           --------------------------------

                                            September 30,    September 30,

                                                 2012             2011

                                           ---------------  ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                               $        45,329  $        45,998

  Adjustments to reconcile net income to

   net cash provided by operating

   activities:

    Depreciation and amortization                    8,076            5,114

    Loss on disposal of fixed assets                    37               22

    Amortization of investment premiums             10,002            9,508

    Stock-based compensation                        23,928           12,674

    Excess tax benefits from employee

     stock options plans                            (9,611)          (9,264)

    Other non-cash items, net                          856                -

    Changes in operating assets and

     liabilities:

    Accounts receivable-net                          5,680           (3,559)

    Inventory                                      (14,977)          (1,478)

    Deferred tax assets                             (4,515)          (5,546)

    Prepaid expenses and other current

     assets                                            (71)          (1,009)

    Other assets                                     1,885              312

    Accounts payable                                 3,049            2,514

    Accrued liabilities                              2,662            4,867

    Accrued payroll and compensation                 1,563            1,582

    Other liabilities                               (1,361)           2,664

    Deferred revenue                                45,192           22,471

    Income taxes payable                            15,849           23,413

                                           ---------------  ---------------

Net cash provided by operating activities          133,573          110,283

                                           ---------------  ---------------

  CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of investments                        (523,389)        (407,110)

  Sales of investments                              25,768           75,582

  Maturities of investments                        343,174          204,099

  Purchases of property and equipment              (20,283)          (2,785)

    Payment made in connection with

     business acquisition                             (749)          (2,623)

                                           ---------------  ---------------

Net cash used in investing activities             (175,479)        (132,837)

                                           ---------------  ---------------

  CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of common stock            36,006           14,018

    Excess tax benefit from employee stock

     option plans                                    9,611            9,264

                                           ---------------  ---------------

Net cash provided by financing activities           45,617           23,282

                                           ---------------  ---------------

EFFECT OF EXCHANGE RATES ON CASH AND CASH

 EQUIVALENTS                                          (235)            (957)

                                           ---------------  ---------------

NET INCREASE (DECREASE) IN CASH AND CASH

 EQUIVALENTS                                         3,476             (229)

CASH AND CASH EQUIVALENTS-Beginning of

 period                                    $        71,990  $        66,859

                                           ---------------  ---------------

CASH AND CASH EQUIVALENTS-End of period             75,466           66,630

                                           ===============  ===============







Reconciliations of non-GAAP results of operations measures to the nearest

 comparable GAAP measures

(Unaudited, in thousands)





Reconciliation of GAAP revenue to billings





                                                   Three Months Ended

                                             ------------------------------

                                              September 30,   September 30,

                                                   2012            2011

                                             --------------  --------------

Total revenue                                $      136,268  $      116,426

  Increase in deferred revenue                        8,710           1,927

                                             --------------  --------------

Total billings (Non-GAAP)                    $      144,978  $      118,353

                                             ==============  ==============





Reconciliation of net cash provided by operating activities to free cash

flow





                                                    Three Months Ended

                                             ------------------------------

                                              September 30,   September 30,

                                                   2012            2011

                                             --------------  --------------

Net cash provided by operating activities    $       40,770  $       36,039

  Less purchases of property and equipment          (16,428)         (1,335)

                                             --------------  --------------

Free cash flow (Non-GAAP)                    $       24,342  $       34,704

                                             ==============  ==============







Reconciliation of non-GAAP results of operations to the nearest comparable

 GAAP measures

(Unaudited, in thousands, except per share amounts)



Reconciliation of GAAP to Non-GAAP operating income, operating margin, net

 income and diluted net income per share





              Three Months Ended September    Three Months Ended September

                        30, 2012                        30, 2011

             ------------------------------  ------------------------------

               GAAP    Adjust-     Non-GAAP    GAAP    Adjust-     Non-GAAP

              Results   ments       Results   Results   ments       Results

Operating

 Income      $ 25,770  $ 8,352 (a) $ 34,122  $ 26,160  $ 5,191 (b) $ 31,351

             ========  =======     ========  ========  =======     ========

Operating

 Margin            19%                   25%       22%                   27%

             ========              ========  ========              ========

                         8,352 (a)                       5,191 (b)

                        (2,377)(c)                      (1,457)(c)

                       -------                         -------

Net Income   $ 17,206  $ 5,975     $ 23,181  $ 17,917  $ 3,734     $ 21,651

             ========              ========  ========              ========

Diluted net

 income per

 share       $   0.10              $   0.14  $   0.11              $   0.13

             ========              ========  ========              ========

Shares used

 in per

 share

 calculations

 - diluted    166,791               166,791   163,869               163,869

             ========              ========  ========              ========





(a) To exclude $8.8 million of stock-based compensation expense offset by

 $0.5 million of patent settlement income in the three months ended

 September 30, 2012.



(b) To exclude $5.7 million of stock-based compensation expense offset by

 $0.5 million of patent settlement income in the three months ended

 September 30, 2011.



(c) To exclude the tax effects related to expenses noted in (a) and (b).

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Investor Contact:



Michelle Spolver

Fortinet, Inc.

408-486-7837

mspolver@fortinet.com



Media Contact:



Rick Popko

Fortinet, Inc.

408-486-7853

rpopko@fortinet.com



Source: Fortinet

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