Item 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 NumberExhibit DescriptionIncorporated by Reference
FormFile No.ExhibitFiling Date
3.1Restated Certificate of Incorporation of the Registrant.10-K001-355943.1October 4, 2012
3.2Amended and Restated Bylaws of the Registrant.10-Q001-355943.2February 25, 2020
3.3Certificate of Change of Location of Registered Agent and/or Registered Office.8-K001-355943.1August 30, 2016
4.1Indenture between the Registrant and U.S. Bank National Association, dated as of July 12, 2018.8-K001-355944.1July 13, 2018
4.2Indenture between the Registrant and U.S. Bank National Association, dated as of June 8, 2020.8-K001-355944.1June 8, 2020
4.3Form of Global 0.75% Convertible Senior Note due 2023 (included in Exhibit 4.1).8-K001-355944.2July 13, 2018
4.4Form of Global 0.375% Convertible Senior Note due 2023 (included in Exhibit 4.1).8-K001-355944.2June 8, 2020
4.5Description of Registrant’s Securities.
10.1*Form of Indemnification Agreement between the Registrant and its directors and officers.S-1/A333-18062010.1July 9, 2012
10.2*2005 Equity Incentive Plan and related form agreements under 2005 Equity Incentive Plan.S-1/A333-18062010.2July 9, 2012
10.3*2012 Equity Incentive Plan and related form agreements under 2012 Equity Incentive Plan, as amended.10-Q001-3559410.2November 26, 2019
10.4*2012 Employee Stock Purchase Plan and related form agreements under 2012 Employee Stock Purchase Plan, as amended and restated.10-K001-3559410.4September 7, 2017
10.5*RedLock Inc. 2015 Stock Plan, as amended, and related form agreements under RedLock Inc. 2015 Stock Plan, as amended.S-8333-22790199.1October 19, 2018
10.6*Demisto, Inc. 2015 Stock Option Plan, as amended.S-8333-23066399.1April 1, 2019
10.7*Twistlock Ltd. Amended and Restated 2015 Share Option Plan.S-8333-23267299.1July 16, 2019
10.8*Zingbox, Inc. Stock Incentive Plan, as amended and restated.S-8333-23405999.1October 2, 2019
10.9*Aporeto, Inc. Amended and Restated 2015 Stock Option and Grant Plan.S-8333-23585499.1January 8, 2020

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Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.ExhibitFiling Date
10.10*CloudGenix Inc. 2013 Equity Incentive Plan.S-8333-23801499.1May 5, 2020
10.11*Crypsis Group Holdings, LLC 2017 Equity Incentive Plan.S-8333-24938799.1October 8, 2020
10.12*Sinefa Group, Inc. 2020 Stock Plan.S-8333-25142399.1December 17, 2020
10.13*Expanse Holding Company, Inc. Amended and Restated 2012 Stock Incentive Plan.S-8333-25142599.1December 17, 2020
10.14*Bridgecrew, Inc. 2019 Stock Incentive Plan.S-8333-25404299.1March 9, 2021
10.15*Employee Incentive Compensation Plan, as amended and restated.10-Q001-3559410.2November 25, 2014
10.16*Clawback Policy, adopted as of August 29, 2017.10-Q001-3559410.3November 21, 2017
10.17*Executive Incentive Plan effective December 8, 2017.10-Q001-3559410.2February 27, 2018
10.18*Employment Agreement between Palo Alto Networks (Israel Analytics) Ltd. and Nir Zuk, dated August 18, 2020.10-Q001-3559410.1November 19, 2020
10.19*Offer Letter between the Registrant and Jean Compeau, dated February 22, 2018.8-K001-3559410.1February 26, 2018
10.20*Addendum to Offer Letter by and between the Registrant and Jean Compeau, dated March 17, 2021.10-Q001-3559410.1May 21, 2021
10.21*New Offer Letter between the Registrant and Mark D. McLaughlin, dated May 31, 2018.8-K001-3559410.1June 4, 2018
10.22*Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018.8-K001-3559410.2June 4, 2018
10.23*Offer Letter between the Registrant and Amit K. Singh, dated October 11, 2018.8-K001-3559410.1October 15, 2018
10.24*Confirmatory Employment Letter between the Registrant and Lee Klarich, dated December 19, 2011.10-Q001-3559410.4November 30, 2018
10.25*Addendum to Offer Letter by and between the Registrant and Dipak Golechha, dated March 17, 2021.8-K001-3559410.1March 19, 2021
10.26*Offer Letter between the Registrant and William “BJ” Jenkins dated July 27, 2021.8-K001-3559410.1August 12, 2021
10.27*Form of Offer Letter between the Registrant and its directors.
10.28**Amended and Restated Flextronics Manufacturing Services Agreement, by and between the Registrant and Flextronics Telecom Systems Ltd., dated April 1, 2019.10-Q001-3559410.1May 30, 2019
10.29Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd. dated July 30, 2021
10.30Settlement, Release and Cross-License Agreement, dated May 27, 2014, by and between the Registrant and Juniper Networks, Inc.8-K001-3559410.1May 28, 2014
10.31Purchase 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-K001-3559410.1July 13, 2018
10.32Form of Convertible Note Hedge Confirmation.8-K001-3559410.2July 13, 2018

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Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.ExhibitFiling Date
10.33Form of Warrant Confirmation.8-K001-3559410.3July 13, 2018
10.34Purchase Agreement, dated June 3, 2020, by and among the Registrant and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers named therein.8-K001-3559410.1June 8, 2020
10.35Form of Convertible Note Hedge Confirmation.8-K001-3559410.2June 8, 2020
10.36Form of Warrant Confirmation.8-K001-3559410.3June 8, 2020
10.37Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.10-K001-3559410.29September 17, 2015
10.38Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.10-K001-3559410.30September 17, 2015
10.39Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.10-K001-3559410.31September 17, 2015
10.40Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated October 7, 2015.8-K/A001-3559410.1October 19, 2015
10.41Amendment No. 1 to Lease by and between the Registrant and Santa Clara Phase I Property LLC, dated November 9, 2015.10-Q001-3559410.2November 24, 2015
10.42Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 9, 2015.10-Q001-3559410.3November 24, 2015
10.43Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.10-Q001-3559410.1November 22, 2016
10.44Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.10-Q001-3559410.2November 22, 2016
10.45Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.10-Q001-3559410.3November 22, 2016
10.46Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.10-Q001-3559410.1March 1, 2017
10.47Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.10-Q001-3559410.2March 1, 2017
10.48Amendment No. 3 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.10-Q001-3559410.3March 1, 2017
10.49Amendment No. 3 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017.10-K001-3559410.40September 7, 2017
10.50Amendment No. 3 to Lease by and between the Registrant and Santa Clara G LLC, dated June 22, 2017.10-K001-3559410.41September 7, 2017
10.51Amendment No. 4 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017.10-K001-3559410.42September 7, 2017
10.52Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017.10-Q001-3559410.5November 21, 2017

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Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.ExhibitFiling Date
10.53Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III G LLC, dated September 29, 2017.10-Q001-3559410.6November 21, 2017
10.54Amendment No. 5 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017.10-Q001-3559410.7November 21, 2017
10.55Credit 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-K001-3559410.1September 6, 2018
21.1List of subsidiaries of the Registrant.
23.1Consent of Independent Registered Public Accounting Firm.
24.1Power of Attorney (contained in the signature page to this Annual Report on Form 10-K).
31.1Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2Certification 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.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Schema Linkbase Document.
101.CALXBRL Taxonomy Calculation Linkbase Document.
101.DEFXBRL Taxonomy Definition Linkbase Document.
101.LABXBRL Taxonomy Labels Linkbase Document.
101.PREXBRL Taxonomy Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • 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 3, 2021.

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, Dipak Golechha, 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:

SignatureTitleDate
/s/ NIKESH ARORAChairman, Chief Executive Officer and Director (Principal Executive Officer)September 3, 2021
Nikesh Arora
/s/ DIPAK GOLECHHAChief Financial Officer (Duly Authorized Officer and Principal Financial Officer)September 3, 2021
Dipak Golechha
/s/ JEAN COMPEAUDeputy Chief Financial Officer and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)September 3, 2021
Jean Compeau
/s/ MARK D. MCLAUGHLINVice Chairman and DirectorSeptember 3, 2021
Mark D. McLaughlin
/s/ NIR ZUKChief Technology Officer and DirectorSeptember 3, 2021
Nir Zuk
/s/ APARNA BAWADirectorSeptember 3, 2021
Aparna Bawa
/s/ ASHEEM CHANDNADirectorSeptember 3, 2021
Asheem Chandna
/s/ JOHN M. DONOVANDirectorSeptember 3, 2021
John M. Donovan
/s/ CARL ESCHENBACHDirectorSeptember 3, 2021
Carl Eschenbach
/s/ DR. HELENE D. GAYLEDirectorSeptember 3, 2021
Dr. Helene D. Gayle
/s/ JAMES J. GOETZDirectorSeptember 3, 2021
James J. Goetz
/s/ RT HON SIR JOHN KEYDirectorSeptember 3, 2021
Rt Hon Sir John Key
/s/ MARY PAT MCCARTHYDirectorSeptember 3, 2021
Mary Pat McCarthy
/s/ LORRAINE TWOHILLDirectorSeptember 3, 2021
Lorraine Twohill

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