filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Annual Report on Form 10-K are as follows:
| 1. | Consolidated Financial Statements |
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
| 2. | Financial Statement Schedules |
Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or the notes thereto.
| 3. | Exhibits |
The following documents are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||
| Form | File No. | Exhibit | Filing Date | |||||||
| 3.1 | Restated Certificate of Incorporation of the Registrant. | 10-K | 001-35594 | 3.1 | October 4, 2012 | |||||
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-35594 | 3.1 | September 14, 2018 | |||||
| 3.3 | Certificate of Change of Location of Registered Agent and/or Registered Office. | 8-K | 001-35594 | 3.1 | August 30, 2016 | |||||
| 4.1 | Warrant to Purchase Stock by Juniper Networks, Inc. | 8-K | 001-35594 | 4.1 | June 4, 2014 | |||||
| 4.2 | Indenture between the Registrant and U.S. Bank National Association, dated as of June 30, 2014. | 8-K | 001-35594 | 4.1 | July 1, 2014 | |||||
| 4.3 | Indenture between the Registrant and U.S. Bank National Association, dated as of July 12, 2018. | 8-K | 001-35594 | 4.1 | July 13, 2018 | |||||
| 4.4 | Form of Global 0.75% Convertible Senior Note due 2023 (included in Exhibit 4.3). | 8-K | 001-35594 | 4.2 | July 13, 2018 | |||||
| 4.5 | Description of Registrant’s Securities. | |||||||||
| 10.1* | Form of Indemnification Agreement between the Registrant and its directors and officers. | S-1/A | 333-180620 | 10.1 | July 9, 2012 | |||||
| 10.2* | 2005 Equity Incentive Plan and related form agreements under 2005 Equity Incentive Plan. | S-1/A | 333-180620 | 10.2 | July 9, 2012 | |||||
| 10.3* | 2012 Equity Incentive Plan and related form agreements under 2012 Equity Incentive Plan, as amended. | 10-Q | 001-35594 | 10.1 | February 27, 2019 | |||||
| 10.4* | 2012 Employee Stock Purchase Plan and related form agreements under 2012 Employee Stock Purchase Plan, as amended and restated. | 10-K | 001-35594 | 10.4 | September 7, 2017 | |||||
| 10.5* | RedLock Inc. 2015 Stock Plan, as amended, and related form agreements under RedLock Inc. 2015 Stock Plan, as amended. | S-8 | 333-227901 | 99.1 | October 19, 2018 | |||||
| 10.6* | Demisto, Inc. 2015 Stock Option Plan, as amended. | S-8 | 333-230663 | 99.1 | April 1, 2019 | |||||
| 10.7* | Twistlock Ltd. Amended and Restated 2015 Share Option Plan. | S-8 | 333-232672 | 99.1 | July 16, 2019 | |||||
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| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||
| Form | File No. | Exhibit | Filing Date | |||||||
| 10.8* | Employee Incentive Compensation Plan, as amended and restated. | 10-Q | 001-35594 | 10.2 | November 25, 2014 | |||||
| 10.9* | Clawback Policy, adopted as of August 29, 2017. | 10-Q | 001-35594 | 10.3 | November 21, 2017 | |||||
| 10.10* | Executive Incentive Plan effective December 8, 2017. | 10-Q | 001-35594 | 10.2 | February 27, 2018 | |||||
| 10.11* | Letter Agreement between the Registrant and Nir Zuk, dated December 19, 2011. | S-1 | 333-180620 | 10.8 | April 6, 2012 | |||||
| 10.12* | Amended Offer Letter between the Registrant and René Bonvanie, dated July 10, 2019. | 8-K | 001-35594 | 10.1 | July 11, 2019 | |||||
| 10.13* | Offer Letter between the Registrant and Frank Calderoni, dated February 24, 2016. | 8-K | 001-35594 | 10.1 | February 25, 2016 | |||||
| 10.14* | Offer Letter between the Registrant and Mary Pat McCarthy, dated October 13, 2016. | 8-K | 001-35594 | 10.1 | October 24, 2016 | |||||
| 10.15* | Offer Letter between the Registrant and Sridhar Ramaswamy, dated August 29, 2017. | 8-K | 001-35594 | 10.1 | August 31, 2017 | |||||
| 10.16* | Offer Letter between the Registrant and Kathleen Bonanno, dated November 17, 2017. | 8-K | 001-35594 | 10.1 | November 20, 2017 | |||||
| 10.17* | Offer Letter between the Registrant and Jean Compeau, dated February 22, 2018. | 8-K | 001-35594 | 10.1 | February 26, 2018 | |||||
| 10.18* | New Offer Letter between the Registrant and Mark D. McLaughlin, dated May 31, 2018. | 8-K | 001-35594 | 10.1 | June 4, 2018 | |||||
| 10.19* | Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018. | 8-K | 001-35594 | 10.2 | June 4, 2018 | |||||
| 10.20* | Offer Letter between the Registrant and Amit K. Singh, dated October 11, 2018. | 8-K | 001-35594 | 10.1 | October 15, 2018 | |||||
| 10.21* | Confirmatory Employment Letter between the Registrant and Lee Klarich, dated December 19, 2011. | 10-Q | 001-35594 | 10.4 | November 30, 2018 | |||||
| 10.22* | Offer Letter between the Registrant and Lorraine Twohill, dated April 10, 2019. | 8-K | 001-35594 | 10.1 | April 15, 2019 | |||||
| 10.23* | Offer Letter between the Registrant and Rt Hon Sir John Key, dated April 10, 2019. | 8-K | 001-35594 | 10.2 | April 15, 2019 | |||||
| 10.24 | Lease between the Registrant and Santa Clara Office Partners LLC, dated October 20, 2010, as amended. | S-1 | 333-180620 | 10.14 | April 6, 2012 | |||||
| 10.25 | Amendment No. 2 to Lease between the Registrant and Santa Clara Office Partners LLC, dated July 2, 2013. | 10-K | 001-35594 | 10.17 | September 25, 2013 | |||||
| 10.26 | Lease between the Registrant and SI 34 LLC, dated September 17, 2012. | 10-K | 001-35594 | 10.16 | October 4, 2012 | |||||
| 10.27 | Lease between the Registrant and SI 34 LLC, dated September 17, 2012. | 10-K | 001-35594 | 10.17 | October 4, 2012 | |||||
| 10.28** | Amended and Restated Flextronics Manufacturing Services Agreement, by and between the Registrant and Flextronics Telecom Systems Ltd., dated April 1, 2019. | 10-Q | 001-35594 | 10.1 | May 30, 2019 | |||||
| 10.29 | Settlement, Release and Cross-License Agreement, dated May 27, 2014, by and between the Registrant and Juniper Networks, Inc. | 8-K | 001-35594 | 10.1 | May 28, 2014 | |||||
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| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||
| Form | File No. | Exhibit | Filing Date | |||||||
| 10.30 | Share Purchase Agreement between the Registrant, Cyvera Ltd., Palo Alto Networks Holding B.V., the shareholders of Cyvera Ltd. and Shareholder Representative Services LLC, dated March 22, 2014. | 10-Q | 001-35594 | 10.1 | June 3, 2014 | |||||
| 10.31 | Amendment No. 1 to the Share Purchase Agreement between the Registrant, Cyvera Ltd., Palo Alto Networks Holding B.V., the shareholders of Cyvera Ltd. and Shareholder Representative Services LLC, dated April 9, 2014. | 10-Q | 001-35594 | 10.2 | June 3, 2014 | |||||
| 10.32 | Purchase Agreement, dated June 24, 2014, by and among the Registrant and J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Citigroup Global Markets Inc., as representatives of the initial purchasers named therein. | 8-K | 001-35594 | 10.1 | June 26, 2014 | |||||
| 10.33 | Form of Convertible Note Hedge Confirmation. | 8-K | 001-35594 | 10.2 | June 26, 2014 | |||||
| 10.34 | Form of Warrant Confirmation. | 8-K | 001-35594 | 10.3 | June 26, 2014 | |||||
| 10.35 | Purchase Agreement, dated July 10, 2018, by and among the Registrant and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers named therein. | 8-K | 001-35594 | 10.1 | July 13, 2018 | |||||
| 10.36 | Form of Convertible Note Hedge Confirmation. | 8-K | 001-35594 | 10.2 | July 13, 2018 | |||||
| 10.37 | Form of Warrant Confirmation. | 8-K | 001-35594 | 10.3 | July 13, 2018 | |||||
| 10.38 | Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. | 10-K | 001-35594 | 10.29 | September 17, 2015 | |||||
| 10.39 | Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. | 10-K | 001-35594 | 10.30 | September 17, 2015 | |||||
| 10.40 | Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015. | 10-K | 001-35594 | 10.31 | September 17, 2015 | |||||
| 10.41 | Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated October 7, 2015. | 8-K | 001-35594 | 10.1 | October 19, 2015 | |||||
| 10.42 | Amendment No. 1 to Lease by and between the Registrant and Santa Clara Phase I Property LLC, dated November 9, 2015. | 10-Q | 001-35594 | 10.2 | November 24, 2015 | |||||
| 10.43 | Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 9, 2015. | 10-Q | 001-35594 | 10.3 | November 24, 2015 | |||||
| 10.44 | Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. | 10-Q | 001-35594 | 10.1 | November 22, 2016 | |||||
| 10.45 | Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. | 10-Q | 001-35594 | 10.2 | November 22, 2016 | |||||
| 10.46 | Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016. | 10-Q | 001-35594 | 10.3 | November 22, 2016 | |||||
| 10.47 | Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. | 10-Q | 001-35594 | 10.1 | March 1, 2017 | |||||
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| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||
| Form | File No. | Exhibit | Filing Date | |||||||
| 10.48 | Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. | 10-Q | 001-35594 | 10.2 | March 1, 2017 | |||||
| 10.49 | Amendment No. 3 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016. | 10-Q | 001-35594 | 10.3 | March 1, 2017 | |||||
| 10.50 | Amendment No. 3 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017. | 10-K | 001-35594 | 10.40 | September 7, 2017 | |||||
| 10.51 | Amendment No. 3 to Lease by and between the Registrant and Santa Clara G LLC, dated June 22, 2017. | 10-K | 001-35594 | 10.41 | September 7, 2017 | |||||
| 10.52 | Amendment No. 4 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017. | 10-K | 001-35594 | 10.42 | September 7, 2017 | |||||
| 10.53 | Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017. | 10-Q | 001-35594 | 10.5 | November 21, 2017 | |||||
| 10.54 | Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III G LLC, dated September 29, 2017. | 10-Q | 001-35594 | 10.6 | November 21, 2017 | |||||
| 10.55 | Amendment No. 5 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017. | 10-Q | 001-35594 | 10.7 | November 21, 2017 | |||||
| 10.56 | Credit Agreement, dated as of September 4, 2018, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A., as administrative agent. | 8-K | 001-35594 | 10.1 | September 6, 2018 | |||||
| 21.1 | List of subsidiaries of the Registrant. | |||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |||||||||
| 24.1 | Power of Attorney (contained in the signature page to this Annual Report on Form 10-K). | |||||||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |||||||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.1† | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.2† | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 101.INS | XBRL Instance Document. | |||||||||
| 101.SCH | XBRL Taxonomy Schema Linkbase Document. | |||||||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | |||||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document. | |||||||||
| 101.LAB | XBRL Taxonomy Labels Linkbase Document. | |||||||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. |
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| * | Indicates a management contract or compensatory plan or arrangement. |
| ** | Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed. |
| † | The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 9, 2019.
| PALO ALTO NETWORKS, INC. | |
| By: | /s/ NIKESH ARORA |
| Nikesh Arora | |
| Chairman and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Kathleen Bonanno, and Jean Compeau, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ NIKESH ARORA | Chairman, Chief Executive Officer and Director (Principal Executive Officer) | September 9, 2019 | ||
| Nikesh Arora | ||||
| /s/ KATHLEEN BONANNO | Chief Financial Officer (Principal Financial Officer) | September 9, 2019 | ||
| Kathleen Bonanno | ||||
| /s/ JEAN COMPEAU | Chief Accounting Officer (Principal Accounting Officer) | September 9, 2019 | ||
| Jean Compeau | ||||
| /s/ MARK D. MCLAUGHLIN | Vice Chairman and Director | September 9, 2019 | ||
| Mark D. McLaughlin | ||||
| /s/ NIR ZUK | Chief Technical Officer and Director | September 9, 2019 | ||
| Nir Zuk | ||||
| /s/ FRANK CALDERONI | Director | September 9, 2019 | ||
| Frank Calderoni | ||||
| /s/ ASHEEM CHANDNA | Director | September 9, 2019 | ||
| Asheem Chandna | ||||
| /s/ JOHN M. DONOVAN | Director | September 9, 2019 | ||
| John M. Donovan | ||||
| /s/ CARL ESCHENBACH | Director | September 9, 2019 | ||
| Carl Eschenbach | ||||
| /s/ JAMES J. GOETZ | Director | September 9, 2019 | ||
| James J. Goetz | ||||
| /s/ RT HON SIR JOHN KEY | Director | September 9, 2019 | ||
| Rt Hon Sir John Key | ||||
| /s/ MARY PAT MCCARTHY | Director | September 9, 2019 | ||
| Mary Pat McCarthy | ||||
| /s/ SRIDHAR RAMASWAMY | Director | September 9, 2019 | ||
| Sridhar Ramaswamy | ||||
| /s/ LORRAINE TWOHILL | Director | September 9, 2019 | ||
| Lorraine Twohill | ||||
| /s/ DANIEL J. WARMENHOVEN | Director | September 9, 2019 | ||
| Daniel J. Warmenhoven |
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