Palo Alto Networks (PANW) 10-K risk factor changes: FY2022 vs FY2021

- The ongoing global COVID-19 [removed: outbreak] [added: pandemic] could harm our business and results of operations.

- A network or data security incident may allow unauthorized access to our network or data, harm our reputation, create additional [removed: liability,] [added: liability] and adversely impact our financial results.

- If we are not successful in executing our strategy to increase sales of our products, subscriptions and support offerings to new and existing [removed: medium and large] enterprise end-customers, our operating results may suffer.

- We may acquire other businesses, which could subject us to adverse claims or liabilities, require significant management attention, disrupt our business, [removed: and] adversely affect our operating results, may not result in the expected benefits of such acquisitions and may dilute stockholder value.

Insufficient supply and inventory [removed: may] [added: would] result in lost sales opportunities or delayed revenue, while excess inventory [removed: may] [added: would] harm our gross margins.

- Because some of the key components in our products come from limited sources of supply, we are susceptible to supply shortages or supply changes, which [removed: could disrupt] [added: has disrupted] or [removed: delay] [added: delayed] our scheduled product deliveries to our [removed: end-customers] [added: end-customers, increase our costs] and may result in the loss of sales and end-customers.

- The sales prices of our [removed: products and] [added: products,] subscriptions [added: and support offerings] may decrease, which may reduce our gross profits and adversely impact our financial results.

- We are exposed to fluctuations in [added: foreign] currency exchange rates, which could negatively affect our financial condition and operating results.

- Claims by others that we infringe their [removed: proprietary technology or other] [added: intellectual property] rights could harm our business.

[removed: - Our] [added: See the risk factors entitled “*Our] failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new products and subscriptions could reduce our ability to compete and could harm our [removed: business.][added: business.*” and “*The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans, the conversion of our Notes or exercise of the related Warrants, or otherwise will dilute all other stockholders*.” The occurrence of any of these risks could harm our business, operating results, and financial condition.]

The ongoing global COVID-19 [removed: outbreak] [added: pandemic] could harm our business and results of operations.

This [removed: outbreak] [added: pandemic] has negatively impacted and will likely continue to have a negative impact on, worldwide economic activity and financial markets and has impacted, and will further impact, our workforce and operations, the operations of our end-customers, and those of our respective channel partners, vendors and suppliers.

In addition, COVID-19 [removed: may] [added: will likely] continue to disrupt the operations of our end-customers and channel partners for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.

The ongoing impact of COVID-19 is fluid and uncertain, but it has caused and may continue to cause various negative effects, including an inability to meet with our existing or potential end-customers; our end-customers deciding to delay or abandon their planned purchases; increased requests for delayed payment terms or product discounts by our end-customers and channel partners; us delaying, canceling, or withdrawing from user and industry conferences and other marketing events, including some of our own; [added: and] changes in the demand for our products, which has caused us to reprioritize our engineering and research and development efforts and make changes to our original offering [removed: roadmap; and delays or possible disruptions in our supply chain.][added: roadmap.]

As a result, we [removed: may experience] [added: have experienced at times] extended [removed: sales cycles;] [added: delivery time and increased costs for chips and components compared to historic levels;] our demand generation activities, and our ability to close transactions with end-customers and partners may be negatively impacted; our ability to provide 24x7 worldwide support and/or replacement parts to our end-customers may be adversely affected; and it has been and, until the COVID-19 outbreak is contained and global economic activity stabilizes, will continue to be more difficult for us to forecast our operating results.

More generally, the [removed: outbreak] [added: pandemic] has not only significantly and adversely increased economic and demand uncertainty, but it has caused a global economic slowdown, and continuing global economic uncertainty which could decrease technology spending and adversely affect demand for our offerings and harm our business and results of operations.

For example, from the end of fiscal [removed: 2020] [added: 2021] to the end of fiscal [removed: 2021,] [added: 2022,] our headcount increased from [removed: 8,014 to] 10,473 [added: to 12,561] employees.

- the budgeting cycles, seasonal buying patterns, and purchasing practices of our [removed: end-customers, including the likely slowdown in technology spending due to the global economic downturn;][added: end-customers;]

- our ability to successfully and continuously expand our business domestically and internationally, particularly in the current global economic [removed: slowdown;][added: slowdown and the escalation of military conflicts such as Russia’s invasion of Ukraine;]

- our ability to manage production and manufacturing related costs, global customer service organization costs, inventory excess and obsolescence costs, and warranty costs, especially due to [removed: potential] disruptions in our supply chain as a result of [removed: COVID-19;][added: COVID-19 and the global semiconductor chip and component shortage;]

- insolvency or credit difficulties confronting our end-customers, [removed: which could increase] [added: including] due to the [added: continuing] effects of COVID-19 and adversely affect their ability to purchase or pay for our products and subscription and support offerings in a timely manner or at all, or confronting our key suppliers, including our sole source suppliers, which could disrupt our supply chain;

- our inability to [added: timely] fulfill our end-customers’ orders due to supply chain delays or events that impact our manufacturers or their suppliers, [removed: which may be adversely affected by] [added: including due to] the effects of [removed: COVID-19;][added: COVID-19 and the global semiconductor chip and component shortage;]

- political, economic and social instability caused by the United Kingdom’s exit from the European Union (“Brexit”), [added: Russia’s invasion of Ukraine,] continued hostilities in the Middle East, terrorist activities, any disruptions from COVID-19 and any disruption these events may cause to the broader global industrial economy; and

- general macroeconomic conditions, both domestically and in our foreign markets that could impact some or all regions where we operate, including [removed: the expected global economic slowdown, increased risk of] inflation, and [removed: potential] global [removed: recession caused by] [added: economic uncertainty due to] the [removed: COVID-19 pandemic.][added: continuing effects of COVID-19.]

We operate [removed: globally] [added: globally,] and as a [removed: result] [added: result,] our business and revenues are impacted by global [removed: macroeconomic] [added: economic and geopolitical] conditions.

[removed: In addition, the] [added: The] instability in the global credit markets, [removed: falling demand for oil] [added: inflation, shortages] and [removed: other commodities, uncertainties regarding] [added: delays related to] the [removed: effects of Brexit,] [added: global supply chain challenges,] uncertainties related to the timing of the lifting of governmental restrictions to mitigate the spread of COVID-19, [added: the current economic challenges in China,] changes in public policies such as domestic and international regulations, taxes, [added: increase in interest rates, fluctuations in foreign currency exchange rates,] or international trade agreements, international trade disputes, government shutdowns, geopolitical turmoil and other disruptions to global and regional economies and markets continue to add uncertainty to global economic conditions.

We have experienced revenue growth rates of [removed: 24.9%] [added: 29.3%] and [removed: 17.5%] [added: 24.9%] in fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020,] [added: 2021,] respectively.

As a result, we had an accumulated deficit of $1.7 billion as of July 31, [removed: 2021.][added: 2022.]

Any failure to increase our revenue as we grow our business could prevent us from achieving or maintaining profitability or maintaining or increasing cash flow on a consistent [removed: basis.][added: basis or satisfying our capital commitments.]

Our end-customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our [added: subscriptions and our support offerings, the frequency and severity of subscription outages, our product uptime or latency, and the pricing of our, or competing, subscriptions.]

- large companies that incorporate security features in their products, such as Cisco Systems, Inc. [removed: (“Cisco”)] [added: (“Cisco”),] or those that have acquired, or may acquire, large network and endpoint security vendors and have the technical and financial resources to bring competitive solutions to the market;

- independent security [removed: vendors] [added: vendors,] such as Check Point Software Technologies Ltd. (“Check Point”), Fortinet, Inc. (“Fortinet”), and Zscaler, Inc. [removed: (“Zscaler”)] [added: (“Zscaler”),] that offer a mix of network and endpoint security products;

- large and small companies, such as Crowdstrike, [removed: Inc (“Crowdstrike”)] [added: Inc. (“Crowdstrike”),] that offer solutions for security operations and endpoint security.

Some of our competitors have made or could make acquisitions of businesses that may allow them to offer more directly competitive and comprehensive solutions than they had previously offered and adapt more quickly [added: to new technologies and end-customer needs.]

In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, and denial of service attacks, sophisticated nation-state and nation-state supported actors engage in intrusions and attacks (including advanced persistent threat [removed: intrusions)] [added: intrusions] and [added: supply chain attacks) and] add to the risks to our internal networks, cloud-deployed enterprise and customer-facing environments and the information they store and process.

We and our third-party service providers [removed: may] face security threats and attacks from a variety of sources.

A [removed: breach in our data] security [added: breach] or [added: incident or] an attack against our service [removed: availability,] [added: availability suffered by us,] or [removed: that of] our third-party service providers, could impact our networks or networks secured by our products and subscriptions, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored [added: or otherwise processed] on our networks or those of our third-party service providers could be accessed, publicly disclosed, altered, lost, [removed: or] stolen, [added: rendered unavailable, or otherwise used or processed without authorization,] which could subject us to liability and cause us financial harm.

[removed: Although we have not yet experienced significant damages from unauthorized access by a third party of our internal network, any] [added: Any] actual or perceived breach of [removed: network] security in our systems or networks, or any other actual or perceived data security incident we or our third-party service providers suffer, could result in [added: significant] damage to our reputation, negative publicity, loss of channel partners, end-customers and sales, loss of competitive advantages over our competitors, increased costs to remedy any problems and otherwise respond to any incident, regulatory investigations and enforcement actions, [added: demands,] costly litigation, and other liability.

In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional [removed: tools] [added: tools, devices,] and [removed: devices] [added: other measures] designed to prevent actual or perceived security breaches and other security incidents, as well as the costs to comply with any notification obligations resulting from any security incidents.

If we are not successful in executing our strategy to increase sales of our products, subscriptions and support offerings to new and existing [removed: medium and large] enterprise end-customers, our operating results may suffer.

- Our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment.

Through our FLEXWORK program, our employees may choose to work from home or in the office for a set number of days per week.

We have also seen supply chain challenges increase significantly, including chip and component shortages (in some cases, attributable to labor shortages), and at times we do not have sufficient inventory of certain of our products to promptly meet customer demand.

- our obligation to repay the aggregate principal amount of the Notes as holders exercise their conversion rights under the Notes;

Our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment.

Military actions or armed conflict, including Russia’s invasion of Ukraine and any related political or economic responses and counter-responses, and uncertainty about or changes in government and trade relationships, policies and treaties could also lead to worsening economic and market conditions and the geopolitical environment.

In response to Russia’s invasion of Ukraine, the United States, along with the European Union, has imposed restrictive sanctions on Russia, Russian entities, and Russian citizens (“Sanctions on Russia”).

We are subject to these governmental sanctions and export controls, which may subject us to liability if we are not in full compliance with applicable laws.

Any continued or further uncertainty, weakness or deterioration in economic and market conditions or the geopolitical environment could have a material and adverse impact on our business, financial condition and results of operations, including reductions in sales of our products and subscriptions, longer sales cycles, reductions in subscription or contract duration and value, slower adoption of new technologies, alterations in the spending patterns or priorities of current and prospective customers (including delaying purchasing decisions), increased costs for the chips and components to manufacture our products and increased price competition.

We have also entered into a substantial amount of capital commitments for operating lease obligations and other purchase commitments.

- lower levels of indebtedness;

Incidences of cyberattacks and other cybersecurity breaches and incidents have increased and are likely to continue to increase.

Despite our efforts and processes to prevent breaches of our internal networks, systems and websites, our data, corporate systems, our systems and security measures, as well as those of our third-party service providers, are still vulnerable to computer viruses, break-ins, phishing attacks, ransomware attacks, or other types of attacks from outside parties, or breaches due to employee error, malfeasance, a combination of these, or otherwise.

We cannot guarantee that the measures we have taken to protect our networks, systems and websites will provide adequate security.

The conflict in Ukraine and associated activities in Ukraine and Russia may increase the risk of cyberattacks on various types of infrastructure and operations, and the United States government has warned companies to be prepared for a significant increase in Russian cyberattacks in response to the Sanctions on Russia.

In addition, due to the Russian invasion of Ukraine there could be a significant increase in Russian cyberattacks against our customers, resulting in an increased risk of a security breach of our end-customers’ systems.

In addition, we have experienced increased costs because of these shortages.

Our component suppliers also change their selling prices frequently in response to market trends, including industry-wide increases in demand.

In addition, non-practicing entities also frequently bring claims of infringement of intellectual property rights.

As we expand our footprint, both in our platforms, products, subscriptions and services and geographically, more overlaps occur and we may face more infringement claims both in the United States and abroad.

The U.S. federal government also is contemplating privacy legislation.

Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.

There is an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social, and governance (“ESG”) matters, both in the United States and internationally.

We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, responsible sourcing and social investments, and other matters in our annual ESG Report, on our website, in our filings with the SEC, and elsewhere.

These initiatives, goals, or commitments could be difficult to achieve and costly to implement.

We could fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives, goals, or commitments.

In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them.

To the extent that our required and voluntary disclosures about ESG matters increase, we could be criticized for the accuracy, adequacy, or completeness of such disclosures.

Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

Effective August 1, 2022 through October 31, 2022, all of the 2023 Notes and 2025 Notes are convertible.

If all of the Noteholders decided to convert their Notes, we would be obligated to pay the $3.7 billion principal amount of the Notes in cash.

Under the terms of the Notes, we also have the option to settle the amount of our conversion obligation in excess of the aggregate principal amount of the Notes in cash or shares of our common stock.

If our cash provided by operating activities, together with our existing cash, cash equivalents and investments, and existing sources of financing, are inadequate to satisfy these obligations, we will need to obtain third-party financing, which may not be available to us on commercially reasonable terms or at all, to meet these payment obligations.

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- Ongoing global economic uncertainty could have an adverse effect on our business and operating results.

- Our failure to adequately protect personal information could have a material adverse effect on our business.

- We face risks associated with having operations and employees located in Israel.

- We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

- We have a corporate structure aligned with the international nature of our business activities, and if we do not achieve increased tax benefits as a result of our corporate structure, our financial condition and operating results could be adversely affected.

- We may not have the ability to raise the funds necessary to settle conversions of our Notes, repurchase our Notes upon a fundamental change, or repay our Notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of our Notes.

- Our charter documents and Delaware law, as well as certain provisions contained in the indentures governing our Notes, could discourage takeover attempts and lead to management entrenchment, which could also reduce the market price of our common stock.

These measures include transitioning our employee population to work remotely from home beginning in March 2020, which continued through the fiscal year ended July 31, 2021, and may continue into future quarters.

Ongoing global economic uncertainty could have an adverse effect on our business and operating results.

The multinational efforts to contain the spread of COVID-19 have had a significant adverse effect on the global macroeconomic environment that continues to cause economic uncertainty.

These adverse conditions could result in reductions in sales of our products and subscriptions, longer sales cycles, reductions in subscription or contract duration and value, slower adoption of new technologies, and increased price competition.

As a result, any continued or further uncertainty, weakness or deterioration in global macroeconomic and market conditions may cause our end-customers to modify spending priorities or delay purchasing decisions, and result in lengthened sales cycles, any of which could harm our business and operating results.

subscriptions and our support offerings, the frequency and severity of subscription outages, our product uptime or latency, and the pricing of our, or competing, subscriptions.

to new technologies and end-customer needs.

The incidence of cybersecurity breaches have increased.

Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks.

Our data, corporate systems, third-party systems and security measures may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, and, as a result, an unauthorized party may obtain access to our data.

We

In 2019, we announced our new cloud security offerings for securing access to the cloud (Prisma), and our security offerings for securing the future of security operations (Cortex).

If we experience

See the risk factors entitled “*Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new products and subscriptions could reduce our ability to compete and could harm our business.*” and “*The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans, the conversion of our Notes or exercise of the*

*related Warrants, or otherwise will dilute all other stockholders*.” The occurrence of any of these risks could harm our business, operating results, and financial condition.

altogether as potential end-customers turn to competitors’ products that are readily available.

At this time, we cannot predict the impact that the Brexit deal and any future agreements will have on our business.

financing activities may increase in the future.

it may be more difficult to execute on our strategy to increase our coverage with larger end-customers.

For example, in December 2011, Juniper, one of our competitors, filed a lawsuit against us alleging patent infringement.

In September 2013, we filed a lawsuit against Juniper alleging patent infringement.

In May 2014, we entered into a Settlement, Release and Cross-License Agreement with Juniper to resolve all pending disputes between Juniper and us, including dismissal of all pending litigation.

As the number of products and competitors in our market increases and overlaps occur, infringement claims may increase.

access to our confidential information or that the agreements we have entered into will not be breached.

The effects of this decision are highly uncertain and difficult to predict.

or require changes to our business model or practices or growth strategy, which may increase our compliance expenses and make our business more costly or less efficient to conduct.

There has been a significant increase in hostilities and political unrest between Hamas and Israel recently.

our intellectual property, international procurement, and sales operations.

legislation of the E.U. member states.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make payments.

compiles or examines the projections.

Securities litigation could result in

On August 17, 2021, our board of directors authorized another $676.1 million increase to this share repurchase program, bringing the total authorization to $2.4 billion, with $1.0 billion remaining, and extended the expiration date to December 31, 2022.

- Results of Operations. A discussion of the nature and trends in our financial results and an analysis of our financial results comparing fiscal [removed: 2021] [added: 2022] to fiscal [removed: 2020.][added: 2021.]

For discussion and analysis related to our financial results comparing fiscal [removed: 2020] [added: 2021] to [removed: 2019,] [added: 2020,] refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal [removed: 2020,] [added: 2021,] which was filed with the Securities and Exchange Commission on September [removed: 4, 2020.][added: 3, 2021.]

- Liquidity and Capital Resources. An analysis of changes [removed: in] [added: on] our balance sheets and cash flows, and a discussion of our financial condition and our ability to meet cash needs.

- Contractual Obligations and Commitments. An overview of our contractual obligations, contingent liabilities, commitments, and off-balance sheet arrangements outstanding as of July 31, [removed: 2021,] [added: 2022,] including expected payment schedules.

[removed: We believe our portfolio offers advanced prevention and security, while reducing the] [added: Our security solutions are designed to reduce customers’] total cost of ownership [removed: for organizations] by improving operational efficiency and eliminating the need for siloed point products.

[removed: We do this with solutions focused] [added: Our company focuses] on delivering value in five fundamental areas:

[removed: Zero Trust] Network Security:

- [removed: Enabling zero trust] [added: Our] network security [removed: through] [added: platform, which includes] our ML-Powered Next-Generation Firewalls, available in a number of form factors, including physical, virtual, and containerized appliances, as well as a cloud-delivered [removed: service.][added: service, has been a leader in the industry for ten consecutive years.]

[removed: This] [added: Our network security platform] also includes our [removed: add-on] Cloud-Delivered Security Services, such as Threat Prevention, [removed: WildFire, URL Filtering,] Advanced [added: Threat Prevention, WildFire®, Advanced] URL Filtering, DNS Security, IoT Security, [removed: GlobalProtect,] [added: GlobalProtect™,] SD-WAN, Enterprise Data Loss Prevention (“Enterprise DLP”), SaaS Security API and SaaS Security [removed: Inline that secure content, applications, users, and devices across our ML-Powered Next-Generation Firewalls, Prisma, and Cortex product lines, to enable best-in-class security across a broad range of applications.][added: Inline.]

[removed: Panorama,] [added: Panorama™,] our network security management solution, available as hardware or virtual machine, can centrally manage [removed: all of] our [removed: firewalls] [added: network security platform] irrespective of [removed: their] form factor, location, or scale.

- [removed: Enabling] [added: We enable] cloud [added: native] security through our Prisma [removed: security offerings.][added: Cloud platform.]

[removed: Prisma Cloud, the industry’s most] [added: As a] comprehensive Cloud Native [removed: Security] [added: Application Protection] Platform [removed: (“CNSP”),] [added: (“CNAPP”), Prisma Cloud] secures [removed: multi-] [added: hybrid] and [removed: hybrid-cloud] [added: multi-cloud] environments [added: for applications, data,] and [added: the entire] cloud native [removed: applications, integrating security] [added: technology stack] across the full [removed: deployment lifecycle.][added: development lifecycle; from code to runtime.]

[removed: -] Prisma Access, [removed: the industry’s most complete cloud-delivered security platform, together] [added: when combined] with Prisma SD-WAN, [removed: SaaS Security API and SaaS Security Inline, provide] [added: provides] a comprehensive [added: single-vendor] Secure Access Service Edge (“SASE”) offering that is used to secure remote workforces and enable the cloud-delivered branch.

- [removed: Delivering] [added: We deliver] the next generation of endpoint security, security analytics and security automation solutions through our Cortex portfolio.

These include our industry-leading extended detection and response platform Cortex [removed: XDR] [added: XDR®] to prevent, detect, and respond to complex cybersecurity attacks, Cortex [removed: XSOAR] [added: XSOAR®] for security orchestration, automation, and response (“SOAR”), Cortex [removed: Xpanse] [added: Xpanse®] for attack surface management (“ASM”) and Cortex Data Lake allowing our customers to collect and analyze large amounts of context-rich data across endpoints, networks, and clouds.

- [removed: Enabling] [added: We enable] security teams with up-to-date threat intelligence and deep cybersecurity expertise before, during and after attacks through our Unit 42 threat research and security consulting team.

For fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] total revenue was [removed: $4.3] [added: $5.5] billion and [removed: $3.4] [added: $4.3] billion, respectively, representing year-over-year growth of [removed: 24.9%.][added: 29.3%.]

We believe our portfolio will enable us to benefit from recurring revenues [added: and new revenues] as we continue to grow our [removed: installed] end-customer base.

As of July 31, [removed: 2021,] [added: 2022,] we had end-customers in over [removed: 170] [added: 180] countries.

Our end-customers represent a broad range of [removed: industries] [added: industries,] including education, energy, financial services, government entities, healthcare, Internet and media, manufacturing, public sector, and telecommunications, and include [removed: some] [added: almost all] of the [removed: largest] Fortune 100 [added: companies] and [added: a majority of the] Global 2000 companies in the world.

Our product revenue [removed: was $1.1] [added: grew to $1.4] billion or [removed: 26.3%] [added: 24.8%] of total revenue for fiscal [removed: 2021,] [added: 2022,] representing year-over-year growth of [removed: 5.3%.][added: 21.7%.]

Product revenue is [added: primarily] generated from sales of our appliances, primarily our ML-Powered Next-Generation Firewall, which is available in a number of form factors, including as physical, virtual, and containerized appliances.

Our subscription and support revenue grew to [removed: $3.1] [added: $4.1] billion or [removed: 73.7%] [added: 75.2%] of total revenue for fiscal [removed: 2021,] [added: 2022,] representing year-over-year growth of [removed: 33.8%.][added: 32.0%.]

We continue to invest in innovation [removed: and acquire businesses] as we evolve and further extend the capabilities of our portfolio, as we believe that innovation and timely development of new features and products [removed: is] [added: are] essential to meeting the needs of our end-customers and improving our competitive position.

To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative [added: systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner.]

Impact of COVID-19 [added: and Other Macroeconomic Factors] on Our Business

We are actively monitoring, evaluating, and responding to developments relating to COVID-19, which has resulted in and is expected to continue to result in [removed: continued] significant global, social, and business disruption.

Our focus remains on the safety of our employees, and we strive to protect the health and well-being of the communities in which we operate, in part, by providing technology to our employees, end-customers, and partners to help them do their best work while [removed: remote.][added: working remotely.]

[removed: Although some end-customers adopted Prisma Access as their secure work-from-home solution for the longer term, there continues to be uncertainty regarding the business outlook due to COVID-19, which may curtail] [added: COVID-19 has affected] our end-customers’ spending and could lead them to delay or defer purchasing decisions, and lengthen sales cycles and payment terms, which could materially adversely impact our business, results of operations, and overall financial performance.

The extent of the impact of COVID-19 on our operational and financial performance will depend on developments, including the duration and spread of the virus [removed: (including variants),] [added: and its variants,] impact on our end-customers’ spending, volume of sales and length of our sales cycles, impact on our partners, suppliers, and employees, actions that may be taken by governmental authorities, and other factors identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| | | | [removed: (in millions)] [added: (in millions)] | | | | | | | | |

| Total deferred revenue | | | $ | [removed: 5,024.0] [added: 6,994.0] | | | | | $ | [removed: 3,810.2] [added: 5,024.0] | |

| Cash, cash equivalents, and investments | | | $ | [removed: 3,789.4] [added: 4,686.4] | | | | | $ | [removed: 4,302.2] [added: 3,789.4] | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenue | | | $ | [removed: 4,256.1] [added: 5,501.5] | | | | | $ | [removed: 3,408.4] [added: 4,256.1] | | | | | $ | [removed: 2,899.6] [added: 3,408.4] | |

| Total revenue year-over-year percentage increase | | | [removed: 24.9] [added: 29.3] | | % | | | | [removed: 17.5] [added: 24.9] | | % | | | | [removed: 27.5] [added: 17.5] | | % |

| Gross margin | | | [removed: 70.0] [added: 68.8] | | % | | | | [removed: 70.7] [added: 70.0] | | % | | | | [removed: 72.1] [added: 70.7] | | % |

| Operating loss | | | $ | [removed: (304.1)] [added: (188.8)] | | | | | $ | [removed: (179.0)] [added: (304.1)] | | | | | $ | [removed: (54.1)] [added: (179.0)] | |

We empower enterprises, organizations, service providers, and government entities to protect themselves against today’s most sophisticated cyber threats.

Our cybersecurity platforms and services help secure enterprise users, networks, clouds, and endpoints by delivering comprehensive cybersecurity backed by industry leading artificial intelligence and automation.

We are a leading provider of zero trust solutions that start with the next-generation of zero trust network access to secure remote workforces and extend into securing all users, applications and infrastructure with zero trust principles.

Through these add-on security services, our customers are able to secure their content, applications, users, and devices across our network security platform as well as the Prisma® and Cortex® product lines.

- Prisma Access is our next-generation Zero Trust Network Access (“ZTNA”) platform that provides secure network access for all employees with unified policy management and continuous threat inspection.

We have recently introduced ZTNA 2.0, which addresses major shortcomings in the first-generation ZTNA products in the industry (which we refer to as ZTNA 1.0).

Prisma Access delivers granular least-privileged access along with continuous trust verification and security inspection and protects security for all applications and data across the enterprise infrastructure.

For inline network security on multi and hybrid-cloud environments, we also offer our VM-Series and CN-Series Firewall offerings.

Security Operations:

During fiscal 2022, we introduced several new offerings, including: Prisma Cloud 3.0, Prisma Access 3.0, AIOps for NGFW, PAN-OS 10.2, and Cloud NGFW for AWS.

While we instituted a global work-from-home policy beginning in March 2020, which has been modified to provide employees with the choice to work in our offices for a set number of days per week or completely remotely, we did not experience significant disruption in our work operations during fiscal 2022.

The global supply chain and the semiconductor industry are experiencing significant challenges.

We have seen supply chain challenges increase, including chip and component shortages, which have, in certain cases, caused delays for us in acquiring chips, components and inventory and have resulted in increased costs as compared to historic levels.

While we incurred increased costs and experienced increased lead time for certain product deliveries to our end-customers, we continue to work to minimize the effects from supply chain challenges.

In addition, our overall performance depends in part on worldwide economic and geopolitical conditions.

Worsening economic conditions, including inflation, higher interest rates, fluctuations in foreign exchange rates and other changes in economic conditions, may adversely affect our financial performance.

| | | | 2022 | | | | | | 2021 | | |

| Total revenue | | | $ | 5,501.5 | | | | | $ | 4,256.1 | | | | | $ | 3,408.4 | |

| Billings | | | $ | 7,471.5 | | | | | $ | 5,452.2 | | | | | $ | 4,301.7 | |

| Free cash flow (non-GAAP) | | | $ | 1,791.9 | | | | | $ | 1,387.0 | | | | | $ | 821.3 | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Product revenue is derived from sales of our appliances, primarily our ML-Powered Next-Generation Firewall, which is available in a number of form factors, including as physical, virtual, and containerized appliances.

Product revenue increased for fiscal 2022 compared to fiscal 2021 primarily due to increased demand for our new generation of products, which includes customer transition from our legacy products.

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The remaining increase in costs was primarily driven by supply chain challenges.

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Product gross margin decreased for fiscal 2022 compared to fiscal 2021 primarily due to higher costs related to our product offerings driven by supply chain challenges.

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The increase in research and development expense was further driven by increased shared costs and third-party product development costs.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | Change | | | | | | | | |

The increase in sales and marketing expense was further driven by an increase in costs associated with marketing activities.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | Change | | | | | | | | |

General and administrative expenses increased for fiscal 2022 compared to fiscal 2021 primarily due to personnel costs, which grew $24.6 million to $268.6 million, partially offset by a decrease in acquisition-related costs.

The increase in personnel costs was primarily due to headcount growth, partially offset by lower share-based compensation related to accelerated vesting of equity awards in connection with acquisitions.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | Change | | | | | | | | |

Interest expense decreased for fiscal 2022 compared to fiscal 2021 primarily because we no longer recognize interest expense for amortization of the debt discount as a result of the adoption of new debt guidance.

Refer to Note 1.

We empower enterprises, service providers, and government entities to secure all users, applications, data, networks, clouds and devices with comprehensive visibility and context continuously across all locations.

We deliver cybersecurity products covering a broad range of use cases, enabling our end-customers to secure their networks, remote and hybrid workforces, branch locations, and public and private clouds, and to advance their Security Operations Centers (“SOC”).

VM-Series and CN-Series enforce in-line network security in multi- and hybrid-cloud environments.

Security Analytics and Automation:

During fiscal 2021, we introduced several new offerings, including: Cortex XDR 2.5, Next Generation SD-WAN, Prisma Cloud 2.0, Enterprise DLP, 5G Security, IoT Healthcare Security, Prisma Access 2.0 and Complete Zero Trust Network Security.

Additionally, we acquired productive investments that we believe fit well within our long-term strategy.

For example, in September 2020, we acquired Crypsis, which we expect will expand our incident response capabilities and strengthen our Cortex strategy; in November 2020, we acquired Sinefa, which we expect will extend our Prisma Access offering; in December 2020, we acquired Expanse, which we expect will enrich our Cortex offerings and provide organizations an integrated view of the enterprise to combine external, internal, and threat data; and in March 2021, we acquired Bridgecrew, which we expect will expand our Prisma Cloud offering to deliver security across the full application lifecycle.

systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner.

As described in “Impacts of COVID-19 on our Business” included in Part I, Item 1 Business in this Annual Report, we have made some changes to our business including instituting a global work-from-home policy beginning in March 2020 and adopting our FLEXWORK initiative in fiscal 2021, which did not incur significant disruptions in our work operations during fiscal 2020 and fiscal 2021.

Also, certain of our end-customers or partners may be or may become credit or cash constrained, making it difficult for them to fulfill their payment obligations to us.

Given the dynamic nature of these circumstances, the full impact of COVID-19 on our ongoing business, results of operations, and overall financial performance cannot be reasonably estimated at this time.

Product revenue is derived primarily from sales of our appliances.

Product revenue increased for fiscal 2021 compared to fiscal 2020, largely driven by increases in software sales, reflecting increased demand for our products.

The remaining increase was largely due to increased overhead costs to support the growth of our product revenue.

Cloud hosting service costs, which support the adoption of our cloud-based subscription offerings increased $45.6 million for fiscal 2021 compared to fiscal 2020.

Subscription and support gross margin decreased for fiscal 2021 compared to fiscal 2020, primarily due to increased costs to fulfill professional services arrangements.

In response to COVID-19, we instituted a global work-from-home policy, which has been modified to provide employees with the choice to work in certain of our offices when and as they feel comfortable, and limited employee travel beginning in March 2020.

Further, we have canceled in-person events and either replaced them with virtual events or postponed them to future periods.

The increase in personnel costs was primarily due to headcount growth.

The increase in personnel costs was largely due to headcount growth, partially offset by decreased travel expenses due to COVID-19.

In addition, expenses increased as a result of go-to-market initiatives, including advertising, which were partially offset by a decrease in trade shows and convention expenses as in-person events were replaced with virtual events due to COVID-19.

consulting costs.

General and administrative expense also includes certain non-recurring general expenses and impairment losses.

Certain facilities, depreciation, benefits, recruiting, and information technology costs are allocated to other organizations based on headcount.

General and administrative expenses increased for fiscal 2021 compared to fiscal 2020 primarily due to personnel costs, which grew $48.9 million to $244.0 million for fiscal 2021 compared to fiscal 2020, due primarily to an increase in share-based compensation expense related to accelerated vesting of certain equity awards in connection with our acquisitions and headcount growth.

Other increases included increased professional services expense to support our business growth.

Interest expense increased for fiscal 2021 compared to fiscal 2020 due to the issuance of our 2025 Notes in the fourth quarter of fiscal 2020.

In recent years, we reorganized our corporate structure and intercompany relationships to more closely align with the international nature of our business activities.

To the extent

we revisit our corporate structure, it may have an impact on our tax provision.

In June 2014, we issued the 2019 Notes with an aggregate principal amount of $575.0 million.

The 2019 Notes were converted prior to or settled on the maturity date of July 1, 2019.

During fiscal 2019, we repaid in cash $575.0 million in aggregate principal amount of the 2019 Notes and issued 2.5 million shares of common stock to the holders for the conversion value in excess of the principal amount of the 2019 Notes converted, which were fully offset by shares received from our exercise of the associated note hedges.

On August 17, 2021, our board of directors authorized another $676.1 million increase to our current authorization, bringing the total remaining authorization for future share repurchases to $1.0 billion.

Cash used in investing activities during fiscal 2021 was $1.5 billion, a net change of $1.8 billion compared to cash provided by investing activities of $288.0 million in fiscal 2020.

The change was primarily due to a decrease in proceeds from maturities and sales of investments and higher purchases of investments during fiscal 2021.

Cash used in financing activities during fiscal 2021 was $1.1 billion, a net change of $1.8 billion compared to cash provided by financing activities of 673.0 million in fiscal 2020.

The change was primarily due to net proceeds of $1.8 billion from the issuance of our 2025 Notes, issuance of warrants, and purchase of note hedges during fiscal 2020.

Contractual Obligations and Commitments

The following summarizes our contractual obligations and commitments as of July 31, 2021:

A portion of our operating expenses are incurred outside of the United States and are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange [removed: rates, particularly changes in the euro, Israeli shekel, British pound, Singapore dollar, Australian dollar, and Japanese yen.][added: rates.]

The effect of an immediate 10% adverse change in foreign exchange rates on monetary assets and liabilities at July 31, [removed: 2021] [added: 2022] would not be material to our financial condition or results of operations.

As of July 31, [removed: 2021,] [added: 2022,] foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our [added: consolidated] financial statements.

We enter into foreign currency derivative contracts with maturities of 16 months or less which we designate as cash flow hedges to manage the foreign currency exchange [removed: rate] risk associated with our foreign currency denominated [added: operating] expenditures.

As our international operations grow, our risks associated with [removed: fluctuation] [added: fluctuations] in [added: foreign] currency [added: exchange] rates will become greater, and we will continue to reassess our approach to managing this risk.

In addition, a weakening U.S. dollar can increase the costs of our international [added: expansion and a strengthening U.S. dollar can increase the real cost of our products to our end-customers outside of the United States, leading to delays in the purchase of our products and services.]

For additional information, see the risk factor entitled “*We are exposed to fluctuations in [added: foreign] currency exchange rates, which could negatively affect our financial condition and operating [removed: results*”] [added: results.*”] in Part 1, Item 1A of this Annual Report on Form 10-K.

[removed: Some] [added: Most] of the securities we invest in are subject to interest [added: rate] risk.

To minimize this risk, we maintain our portfolio of cash, cash equivalents, and short-term investments in a variety of securities, including commercial paper, money market funds, U.S. government and agency securities, [removed: and] corporate debt [added: securities, and asset-backed] securities.

As these instruments have a fixed annual interest rate, we have no financial and economic [removed: interest] exposure associated with changes in interest rates.

To assess the interest rate risk, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio.

Based on investment positions as of July 31, 2022, a hypothetical 100 basis point increase in interest rates across all maturities would result in a $20.6 million decline in the fair market value of the portfolio.

Such losses would only be realized if we sold the investments prior to maturity.

Conversely, a hypothetical 100 basis point decrease in interest rates would lead to a $20.6 million increase in the fair market value of the portfolio.

expansion and a strengthening U.S. dollar can increase the real cost of our products to our end-customers outside of the United States, leading to delays in the purchase of our products and services.

Due to the short duration and conservative nature of our investment portfolio, a movement of 10% in market interest rates would not have a material impact on our operating results and the total value of the portfolio.

The effect of an immediate 10% change in interest rates at July 31, 2021 would not have been material to our operating results and the total value of the portfolio assuming consistent investment levels.

Market Risk and Market Interest Risk

\- 58 \-

[removed: We believe our portfolio offers advanced prevention and security, while reducing the] [added: Our security solutions are designed to reduce customers’] total cost of ownership [removed: for organizations] by improving operational efficiency and eliminating the need for siloed point products.

[removed: We do this with solutions focused] [added: Our company focuses] on delivering value in five fundamental areas:

[removed: Zero Trust] Network Security:

- [removed: Enabling zero trust] [added: Our] network security [removed: through] [added: platform, which includes] our ML-Powered Next-Generation Firewalls, available in a number of form factors, including physical, virtual, and containerized appliances, as well as a cloud-delivered [removed: service.][added: service, has been recognized as a leader in the industry.]

[removed: This] [added: Our network security platform] also includes our [removed: add-on] Cloud-Delivered Security Services, such as Threat Prevention, [removed: WildFire, URL Filtering,] Advanced [added: Threat Prevention, WildFire®, Advanced] URL Filtering, DNS Security, IoT Security, [removed: GlobalProtect,] [added: GlobalProtect™,] SD-WAN, Enterprise Data Loss Prevention (“Enterprise DLP”), [added: AIOps,] SaaS Security [removed: API] [added: API,] and SaaS Security [removed: Inline that secure content, applications, users, and devices across our ML-Powered Next-Generation Firewalls, Prisma, and Cortex product lines, to enable best-in-class security across a broad range of applications.][added: Inline.]

[removed: Panorama,] [added: Panorama™,] our network security management solution, available as hardware or virtual machine, can centrally manage [removed: all of] our [removed: firewalls] [added: network security platform] irrespective of [removed: their] form factor, location, or scale.

- [removed: Enabling] [added: We enable] cloud [added: native] security through our Prisma [removed: security offerings.][added: Cloud platform.]

[removed: Prisma Cloud, the industry’s most] [added: As a] comprehensive Cloud Native [removed: Security] [added: Application Protection] Platform [removed: (“CNSP”),] [added: (“CNAPP”), Prisma Cloud] secures [removed: multi-] [added: hybrid] and [removed: hybrid-cloud] [added: multi-cloud] environments [added: for applications, data,] and [added: the entire] cloud native [removed: applications, integrating security] [added: technology stack] across the full [removed: deployment lifecycle.][added: development lifecycle; from code to runtime.]

[removed: -] Prisma Access, [removed: the industry’s most complete cloud-delivered security platform, together] [added: when combined] with Prisma SD-WAN, [removed: SaaS Security API and SaaS Security Inline, provide] [added: provides] a comprehensive [added: single-vendor] Secure Access Service Edge (“SASE”) offering that is used to secure remote workforces and enable the cloud-delivered branch.

- [removed: Delivering] [added: We deliver] the next generation of endpoint security, security analytics and security automation solutions through our Cortex portfolio.

These include our industry-leading extended detection and response platform Cortex [removed: XDR] [added: XDR®] to prevent, detect, and respond to complex cybersecurity attacks, Cortex [removed: XSOAR] [added: XSOAR®] for security orchestration, automation, and response (“SOAR”), Cortex [removed: Xpanse] [added: Xpanse®] for attack surface management [removed: (“ASM”)] [added: (“ASM”),] and Cortex Data Lake allowing our customers to collect and analyze large amounts of context-rich data across endpoints, networks, and clouds.

These products are delivered as software [added: subscriptions] or SaaS subscriptions.

- [removed: Enabling] [added: We enable] security teams with up-to-date threat intelligence and deep cybersecurity expertise before, during and after attacks through our Unit 42 threat research and security consulting team.

Unit 42 offers incident response, risk management, board [removed: advisory] [added: advisory,] and proactive cybersecurity assessment services.

Product, Subscription, and [removed: Support Offerings][added: Support]

All of our firewall appliances and software incorporate our [removed: PAN-OS] [added: PAN-OS®] operating system and come with the same rich set of features ensuring consistent operation across our entire product line.

[removed: These] [added: In addition to these components, key] features [removed: include: App-ID, User-ID, Content-ID, Device-ID,] [added: include] site-to-site virtual private network (“VPN”), remote access Secure Sockets Layer (“SSL”) VPN, and Quality-of-Service (“QoS”).

Our appliances and software are designed for different performance requirements throughout an organization and are classified based on throughput, ranging from our PA-410, which is designed for small organizations and [removed: remote or] branch offices, to our top-of-the-line PA-7080, which is designed for large-scale data centers and service provider use.

Our firewall appliances come in a physical form factor, [removed: and in] a [added: containerized form factor, called CN-Series, as well as a] virtual form factor, called VM-Series, that is available for virtualization and cloud environments from companies such as VMware, Inc. (“VMware”), Microsoft Corporation (“Microsoft”), Amazon.com, Inc. (“Amazon”), and Google, Inc. (“Google”), and in Kernel-based Virtual Machine (“KVM”)/OpenStack [removed: environments, as well as in a containerized form factor, called CN-Series.][added: environments.]

Panorama. Panorama is our centralized security management solution for global control of all of our firewall appliances and software deployed on [removed: an end-customer’s] [added: a customer’s] network, as well as in their instances in public or private cloud [removed: environments, as a virtual appliance or a physical appliance.][added: environments.]

Virtual Systems provide a mechanism to support multiple distinct security policies and administrative access for tenants on the same hardware device, which is applicable to our large enterprise and service provider [removed: end-customers.][added: customers.]

Of these subscription offerings, cloud-delivered security services like Threat Prevention, [added: Advanced Threat Prevention,] WildFire, [removed: URL Filtering,] Advanced URL Filtering, DNS Security, IoT Security, SaaS Security Inline, GlobalProtect, [removed: SD-WAN and] [added: SD-WAN,] Enterprise DLP [added: and AIOps] are sold as options to our firewall appliances and software, whereas Prisma [removed: Cloud (formerly Redlock Inc. (“RedLock”), Twistlock Ltd. (“Twistlock”), PureSec Ltd. (“PureSec”), Aporeto Inc. (“Aporeto”)),] [added: Cloud,] Prisma Access, Prisma [removed: SD-WAN (formerly CloudGenix SD-WAN),] [added: SD-WAN,] SaaS Security [removed: API (formerly Prisma SaaS),] [added: API,] Cortex [removed: XDR (formerly Traps),] [added: XDR,] Cortex [removed: XSOAR (formerly Demisto Inc. (“Demisto”)),] [added: XSOAR,] Cortex Xpanse and Cortex Data Lake are sold on a per-user, per-endpoint, or capacity-based basis.

- Threat Prevention. This [removed: subscription] [added: cloud-delivered security service] provides intrusion detection and prevention capabilities and blocks vulnerability exploits, viruses, spyware, buffer overflows, denial-of-service attacks, and port scans from compromising and damaging enterprise information resources.

- WildFire. This [removed: cloud-based or appliance-based subscription] [added: cloud-delivered security service (which can also be delivered as an appliance)] provides protection against targeted malware and advanced persistent threats and provides a near real-time analysis engine for detecting previously unseen malware while resisting attacker evasion techniques.

[added: WildFire combines dynamic and] static analysis, recursive analysis, and a custom-built analysis environment with network traffic profiling and fileless attack detection to discover even the most sophisticated and evasive threats.

A machine learning module derived from the cloud sandbox environment is now delivered [removed: in-line] [added: inline] on the ML-Powered Next-Generation Firewalls to identify the majority of unknown threats without cloud connectivity.

Once identified, whether in the cloud or [removed: in-line,] [added: inline,] preventive measures are automatically generated and delivered in seconds or less across networks, clouds, endpoints, or wherever WildFire-enabled sensors are deployed.

[removed: Our] [added: In addition, it includes a] cloud-based URL filtering database [added: which] consists of millions of URLs across many categories and is designed to analyze web traffic and prevent web-based threats such as phishing, malware, and command-and-control.

While many vendors use machine learning to categorize web content or prevent malware downloads, Advanced URL Filtering is the [added: industry’s] first [removed: offering to protect patient zero from unknown fileless and file-based] [added: inline] web [removed: attacks] [added: protection engine capable of detecting never-before-seen web-based threats and preventing them] in real-time.

- DNS Security. This [removed: cloud-based subscription] [added: cloud-delivered security service] uses machine learning to proactively block malicious domains and stops attacks in progress.

It [added: offers comprehensive DNS attack coverage and] includes industry-first protections against multiple emerging DNS-based network attacks.

- IoT Security. IoT Security is a [removed: new subscription] [added: cloud-delivered security service] on our ML-Powered Next-Generation Firewalls with backward compatibility to older versions of PAN-OS.

- SaaS Security Inline. SaaS Security Inline is a [removed: new subscription] [added: recent cloud-delivered security service] on our ML-Powered Next Generation Firewalls that adds an [removed: in-line] [added: inline] service to automatically gain visibility and control over the tens of thousands of known and new sanctioned, unsanctioned and tolerated SaaS applications in use within organizations today.

The solution is easy to deploy being natively integrated on our range of ML-Powered Next-Generation Firewalls, eliminating the architectural complexity of traditional CASB products, while offering [removed: the lowest] [added: low] total cost of ownership.

It can be combined with SaaS Security API [removed: (formerly Prisma SaaS)] as a complete integrated CASB.

- SD-WAN. Our SD-WAN subscription is [removed: now] integrated with PAN-OS, so that our end-customers can get the security features of our PAN-OS ML-Powered Next-Generation Firewall together with SD-WAN functionality.

[added: The SD-WAN] overlay supports dynamic, intelligent path selection based on the applications, services and conditions of the links that each application or service is allowed to use, allowing applications to be prioritized based on criteria such as whether the application is mission-critical, latency-sensitive, or meets certain health criteria.

- Enterprise DLP. [removed: Our data loss prevention service is a cloud] [added: This cloud-delivered security] service [removed: that] provides consistent, reliable protection of sensitive data, such as personally identifiable information (“PII”) and intellectual property, for all traffic types, applications, and users.

Prisma Cloud delivers cloud security posture management, cloud workload protection platform, cloud network security, [added: cloud code security,] and cloud [removed: infrastructure entitlement management] [added: identity security] capabilities that provide [removed: comprehensive] [added: continuous] visibility and protection across an organization’s hybrid, [added: and] multi-cloud infrastructure.

Prisma Access consolidates more point-products into a single converged cloud-delivered [removed: platform] [added: offering] than any competing solution, transforming network security and allowing organizations to enable secure hybrid workforces.

We empower enterprises, organizations, service providers, and government entities to protect themselves against today’s most sophisticated cyber threats.

Our cybersecurity platforms and services help secure enterprise users, networks, clouds, and endpoints by delivering comprehensive cybersecurity backed by industry leading artificial intelligence and automation.

We are a leading provider of zero trust solutions, starting with next-generation zero trust network access to secure today’s remote hybrid workforces and extending to securing all users, applications and infrastructure with zero trust principles.

Through these add-on security services, our customers are able to secure their content, applications, users, and devices across our network security platform as well as the Prisma® and Cortex® product lines.

- Prisma Access is our next-generation Zero Trust Network Access (“ZTNA”) platform that provides secure network access for all employees with unified policy management and continuous threat inspection.

We have recently introduced ZTNA 2.0, which addresses major shortcomings in the first-generation ZTNA products in the industry (which we refer to as ZTNA 1.0).

Prisma Access delivers granular least-privileged access along with continuous trust verification and security inspection, and protects security for all applications and data across the enterprise infrastructure.

For inline network security on multi and hybrid-cloud environments, we also offer our VM-Series and CN-Series Firewall offerings.

Security Operations:

We also offer Cloud NGFW, a managed next-generation firewall (“NGFW”) offering, to secure customers’ applications on Amazon Web Services (“AWS”).

Panorama can be deployed as a virtual appliance or a physical appliance.

Cloud-delivered Security Services:

- Advanced Threat Prevention.

This cloud-delivered security service builds on all of the capabilities of Threat Prevention, adding the industry’s first Inline Deep Learning protection engine for Command-and-Control (“C2”).

It delivers real-time detection and prevention of unknown, evasive, and targeted C2 communications over HTTP, unknown-TCP, unknown-UDP and encrypted over SSL.

Advanced Threat Prevention is the first offering to protect patient zero from unknown command and control in real-time.

This cloud-delivered security service offers the industry’s first Inline Deep Learning powered web protection engine.

- AIOps for NGFW: AIOps for NGFW is a new cloud-delivered security service available on ML-Powered Next-Generation Firewalls and Panorama that run on PAN‑OS 10.0 and above, and is available in both free and licensed premium versions.

AIOps for NGFW redefines firewall operational experience by empowering security teams to proactively strengthen security posture and resolve firewall disruptions.

AIOps for NGFW provides continuous best practice recommendations powered by machine learning (“ML”) based on industry standards, security policy context, and advanced telemetry data collected from all Palo Alto Networks® firewalls to improve security posture.

It also intelligently predicts firewall health, performance, and capacity problems up to seven days in advance and provides actionable insights to resolve the predicted disruptions.

- Prisma Cloud. Prisma Cloud is a comprehensive CNAPP, securing both cloud native and lift-and-shift applications across hybrid- and multi-cloud environments.

Prisma SD-WAN enables organizations to replace traditional Multiprotocol Label Switching (“MPLS”) based WAN architectures with affordable broadband and internet transport types that promote improved bandwidth availability, redundancy and performance at a reduced cost.

Prisma SD-WAN leverages real-time application performance SLAs and visibility to control and intelligently steer application traffic to deliver an exceptional user experience.

Security Operations:

Many of our customers see significantly faster SOC response times and a significant reduction in SOC alerts which require human intervention.

Customer Support. Global customer support helps our customers achieve their security outcomes with services and support capabilities covering the customer's entire journey with Palo Alto Networks.

This post-sales, global organization advances our customers’ security maturity, supporting them when, where, and how they need it.

We also offer a service offering called Focused Services that includes Customer Success Managers (“CSM”) to provide support for end-customers with unique or complex support requirements.

We help security leaders assess and test their security controls, transform their security strategy with a threat-informed approach and respond to incidents rapidly.

During fiscal 2022, we introduced several new offerings, including: Prisma Cloud 3.0, Prisma Access 3.0, AIOps for NGFW, PAN-OS 10.2, and Cloud NGFW for AWS.

Contract amounts that are not recorded in deferred revenue or revenue are considered backlog.

We expect backlog related to subscription and support offerings will change from period to period for various reasons, including the timing and duration of customer orders and varying billing cycles of those orders.

Products are billed upon shipment.

This is a critical element of our overall company strategy.

We also encourage current employees to provide qualified referrals, and to utilize our internal mobility program to grow their careers.

Through FLEXLearn, employees have full agency to direct their growth at their pace and choosing.

We continue to use insights from an anonymous global employee engagement survey we conducted in 2021 to execute action plans that reinforce our culture of engagement.

Our ENGs are provided with a budget to fund activities for their communities and to make charitable grants to organizations advancing their causes.

Aligned to the Climate Commitments we declared in February 2021, we remain committed to utilizing 100% renewable energy, reducing our greenhouse gas (“GHG”) emissions and working across our value chain, and with coalitions, to achieve these goals by 2030.

We empower enterprises, service providers, and government entities to secure all users, applications, data, networks, clouds and devices with comprehensive visibility and context continuously across all locations.

We deliver cybersecurity products covering a broad range of use cases, enabling our end-customers to secure their networks, remote and hybrid workforces, branch locations, and public and private clouds, and to advance their Security Operations Centers (“SOC”).

VM-Series and CN-Series enforce in-line network security in multi- and hybrid-cloud environments.

Security Analytics and Automation:

Impact of COVID-19 on Our Business

We are actively monitoring, evaluating, and responding to developments relating to COVID-19, which has resulted in, and is expected to continue to result in significant global, social, and business disruption.

While we instituted a global work-from-home policy beginning in March 2020, which has been modified to provide employees with the choice to work in certain of our offices when and as they feel comfortable, we did not incur significant disruptions in our work operations during fiscal 2021.

We are conducting business as usual with restrictions to employee travel, and we have transitioned in-person marketing events to virtual formats, among other modifications.

We expect these changes will substantially remain in effect in the first quarter of fiscal 2022 and could extend to future quarters.

We will continue to actively monitor the situation, including progress made through vaccinations, and we will make further changes to our business operations as may be required by federal, state, or local authorities and that we determine are in the best interests of our employees, end-customers, partners, suppliers, and stockholders.

Our focus remains on the safety of our employees, and we strive to protect the health and well-being of the communities in which we operate, in part, by providing technology to our employees, end-customers, and partners to help them do their best work while remote.

Although some end-customers adopted Prisma Access as their secure work-from-home solution for the longer term, COVID-19

has affected our end-customers’ spending and could lead them to delay or defer purchasing decisions, and lengthen sales cycles and payment terms, which could materially adversely impact our business, results of operations, and overall financial performance.

Also, certain of our end-customers or partners may be or may become credit or cash constrained, making it difficult for them to fulfill their payment obligations to us.

The extent of the impact of COVID-19 on our operational and financial performance will depend on developments, including the duration and spread of the virus and its variants, impact on our end-customers’ spending, volume of sales and length of our sales cycles, impact on our partners, suppliers, and employees, actions that may be taken by governmental authorities, and other factors identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

Given the dynamic nature of these circumstances, the full impact of COVID-19 on our ongoing business, results of operations and overall financial performance cannot be reasonably estimated at this time.

Zero Trust Network Security:

WildFire combines dynamic and

- URL Filtering. This subscription provides the uniform resource locator (“URL”) filtering capabilities of our portfolio.

The curated on-appliance URL database can be augmented to suit the traffic patterns of the local user community with a custom URL database.

Native integration with our ML-Powered Next-Generation Firewalls eliminates the need for customers to deploy and manage their web security separately from network security.

This subscription builds on all of the capabilities of URL Filtering, adding the industry’s first in-line ML-powered web protection engine.

The SD-WAN

- Prisma Cloud. Prisma Cloud is the industry’s most comprehensive CNSP, securing public clouds and cloud native applications.

Security Analytics and Automation:

We also offer a service offering called Focused Services that includes Service Account

Management (“SAM”) to provide support for end-customers with unique or complex support requirements.

As threats escalate, Unit 42 is available to advise customers on the latest risks, assess their readiness, and help them recover when they are victim of a cybersecurity breach.

Technology

We provide comprehensive and integrated cybersecurity solutions with a portfolio that eliminates the need for siloed security products.

Our ML-Powered Next-Generation Firewalls extend visibility and security to all devices connecting to an end-user’s network, including unmanaged IoT devices without the need to deploy additional sensors.

Our ML-Powered Next-Generation Firewalls inspect all traffic defined by the end-users policies, including all applications, threats, and content, and tie that traffic to the user, regardless of location or device type.

As a result, security aligns with business policies, as well as writes rules that are easy to understand and maintain.

Our ML-Powered Next-Generation Firewalls can be deployed in multiple form factors, including hardware, software and cloud service, all managed centrally.

Delivering protection at scale, Prisma Access provides global coverage so teams do not have to worry about sizing and deploying hardware firewalls at the branch.

Prisma Access uses Cortex Data Lake for centralized analysis, reporting, and forensics.

Prisma SD-WAN. Prisma SD-WAN is the industry’s first next-generation SD-WAN solution that makes the secure cloud-delivered branch possible, delivering an ROI of up to 243%.

Unlike legacy SD-WAN solutions that introduce cost and complexity, Prisma SD-WAN ensures exceptional user experience with application-defined policies and simplifies network and security operations using machine learning and AI.

Prisma Cloud.

Prisma Cloud is a unified CNSP with broad security and compliance coverage for the entire cloud across hybrid and multi-cloud environments.

For the fiscal year ended July 31, [removed: 2021][added: 2022]

| Common stock, $0.0001 par value per share | | | | | | PANW | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC (Nasdaq Global Select Market)] | | |

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $33,296,058,434] [added: $49,978,456,856] as of January 31, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sales price for the common stock on the [removed: New York Stock Exchange] [added: Nasdaq Global Select Market] on such date).

On August [removed: 23, 2021, 97,406,113] [added: 22, 2022, 99,737,936] shares of the registrant’s common stock, $0.0001 par value, were outstanding.

Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the registrant’s [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended July 31, [removed: 2021.][added: 2022.]

| Item 1. | | | [removed: [Business](#i324ab1390dd34e81913b9c704092d31c_13)] [added: [Business](#id86d15df0543432988e8ae716cf527ed_13)] | | | [removed: [4](#i324ab1390dd34e81913b9c704092d31c_13)] [added: [4](#id86d15df0543432988e8ae716cf527ed_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i324ab1390dd34e81913b9c704092d31c_46)] [added: Factors](#id86d15df0543432988e8ae716cf527ed_52)] | | | [removed: [14](#i324ab1390dd34e81913b9c704092d31c_46)] [added: [14](#id86d15df0543432988e8ae716cf527ed_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i324ab1390dd34e81913b9c704092d31c_49)] [added: Comments](#id86d15df0543432988e8ae716cf527ed_55)] | | | [removed: [38](#i324ab1390dd34e81913b9c704092d31c_49)] [added: [40](#id86d15df0543432988e8ae716cf527ed_55)] | | |

| Item 2. | | | [removed: [Properties](#i324ab1390dd34e81913b9c704092d31c_52)] [added: [Properties](#id86d15df0543432988e8ae716cf527ed_58)] | | | [removed: [38](#i324ab1390dd34e81913b9c704092d31c_52)] [added: [40](#id86d15df0543432988e8ae716cf527ed_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i324ab1390dd34e81913b9c704092d31c_55)] [added: Proceedings](#id86d15df0543432988e8ae716cf527ed_61)] | | | [removed: [39](#i324ab1390dd34e81913b9c704092d31c_55)] [added: [40](#id86d15df0543432988e8ae716cf527ed_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i324ab1390dd34e81913b9c704092d31c_58)] [added: Disclosures](#id86d15df0543432988e8ae716cf527ed_64)] | | | [removed: [39](#i324ab1390dd34e81913b9c704092d31c_58)] [added: [40](#id86d15df0543432988e8ae716cf527ed_64)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i324ab1390dd34e81913b9c704092d31c_64)] [added: Securities](#id86d15df0543432988e8ae716cf527ed_70)] | | | [removed: [40](#i324ab1390dd34e81913b9c704092d31c_64)] [added: [41](#id86d15df0543432988e8ae716cf527ed_70)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i324ab1390dd34e81913b9c704092d31c_70)] [added: Operations](#id86d15df0543432988e8ae716cf527ed_76)] | | | [removed: [43](#i324ab1390dd34e81913b9c704092d31c_70)] [added: [43](#id86d15df0543432988e8ae716cf527ed_76)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i324ab1390dd34e81913b9c704092d31c_154)] [added: Risk](#id86d15df0543432988e8ae716cf527ed_160)] | | | [removed: [57](#i324ab1390dd34e81913b9c704092d31c_154)] [added: [57](#id86d15df0543432988e8ae716cf527ed_160)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i324ab1390dd34e81913b9c704092d31c_157)] [added: Data](#id86d15df0543432988e8ae716cf527ed_163)] | | | [removed: [59](#i324ab1390dd34e81913b9c704092d31c_157)] [added: [58](#id86d15df0543432988e8ae716cf527ed_163)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i324ab1390dd34e81913b9c704092d31c_274)] [added: Disclosure](#id86d15df0543432988e8ae716cf527ed_277)] | | | [removed: [102](#i324ab1390dd34e81913b9c704092d31c_274)] [added: [98](#id86d15df0543432988e8ae716cf527ed_277)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i324ab1390dd34e81913b9c704092d31c_277)] [added: Procedures](#id86d15df0543432988e8ae716cf527ed_280)] | | | [removed: [102](#i324ab1390dd34e81913b9c704092d31c_277)] [added: [98](#id86d15df0543432988e8ae716cf527ed_280)] | | |

| Item 9B. | | | [Other [removed: Information](#i324ab1390dd34e81913b9c704092d31c_280)] [added: Information](#id86d15df0543432988e8ae716cf527ed_283)] | | | [removed: [102](#i324ab1390dd34e81913b9c704092d31c_280)] [added: [98](#id86d15df0543432988e8ae716cf527ed_283)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i324ab1390dd34e81913b9c704092d31c_3040)] [added: Inspections](#id86d15df0543432988e8ae716cf527ed_286)] | | | [removed: [102](#i324ab1390dd34e81913b9c704092d31c_3040)] [added: [98](#id86d15df0543432988e8ae716cf527ed_286)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i324ab1390dd34e81913b9c704092d31c_286)] [added: Governance](#id86d15df0543432988e8ae716cf527ed_292)] | | | [removed: [103](#i324ab1390dd34e81913b9c704092d31c_286)] [added: [99](#id86d15df0543432988e8ae716cf527ed_292)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i324ab1390dd34e81913b9c704092d31c_289)] [added: Compensation](#id86d15df0543432988e8ae716cf527ed_295)] | | | [removed: [103](#i324ab1390dd34e81913b9c704092d31c_289)] [added: [99](#id86d15df0543432988e8ae716cf527ed_295)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i324ab1390dd34e81913b9c704092d31c_292)] [added: Matters](#id86d15df0543432988e8ae716cf527ed_298)] | | | [removed: [103](#i324ab1390dd34e81913b9c704092d31c_292)] [added: [99](#id86d15df0543432988e8ae716cf527ed_298)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i324ab1390dd34e81913b9c704092d31c_295)] [added: Independence](#id86d15df0543432988e8ae716cf527ed_301)] | | | [removed: [103](#i324ab1390dd34e81913b9c704092d31c_295)] [added: [99](#id86d15df0543432988e8ae716cf527ed_301)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i324ab1390dd34e81913b9c704092d31c_298)] [added: Services](#id86d15df0543432988e8ae716cf527ed_304)] | | | [removed: [103](#i324ab1390dd34e81913b9c704092d31c_298)] [added: [99](#id86d15df0543432988e8ae716cf527ed_304)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i324ab1390dd34e81913b9c704092d31c_304)] [added: Schedules](#id86d15df0543432988e8ae716cf527ed_310)] | | | [removed: [104](#i324ab1390dd34e81913b9c704092d31c_304)] [added: [100](#id86d15df0543432988e8ae716cf527ed_310)] | | |

- our expectations regarding the impacts on our business, the business of our customers, suppliers and partners, and the economy as a result of the global COVID-19 pandemic and related public health measures; [added: and]

- [added: statements regarding] trends in [removed: and expectations regarding] billings, [removed: revenue (including] our [removed: revenue mix), costs] [added: mix] of [added: product and subscription and support] revenue, [added: cost of revenue,] gross margin, cash flows, [removed: interest expense,] operating [removed: expenses (including] [added: expenses, including] future share-based compensation [removed: expense),] [added: expense,] income taxes, investment plans and liquidity;

- the sufficiency of our cash flow from operations with existing [removed: cash and] [added: cash,] cash equivalents [added: and investments] to meet our cash needs for the foreseeable future;

- the timing and amount of capital expenditures and share repurchases; [removed: and]

| Item 6. | | | [\[Reserved\]](#id86d15df0543432988e8ae716cf527ed_73) | | | [42](#id86d15df0543432988e8ae716cf527ed_73) | | |

| | | | [Signatures](#id86d15df0543432988e8ae716cf527ed_313) | | | [105](#id86d15df0543432988e8ae716cf527ed_313) | | |

- the effects of supply chain challenges and the global chip and component shortages and other factors affecting the manufacture, delivery and cost of certain of our products;

- expectations regarding our revenues, including the seasonality and cyclicality from quarter to quarter;

- our expectations regarding the impact of the discontinuance of the LIBO Rate upon our liquidity or financial position;

| Item 6. | | | [\[R](#i324ab1390dd34e81913b9c704092d31c_67)[eserved](#i324ab1390dd34e81913b9c704092d31c_67)[\]](#i324ab1390dd34e81913b9c704092d31c_67) | | | [42](#i324ab1390dd34e81913b9c704092d31c_67) | | |

| | | | [Signatures](#i324ab1390dd34e81913b9c704092d31c_307) | | | [108](#i324ab1390dd34e81913b9c704092d31c_307) | | |

- seasonal trends in our results of operations;

- our ability to obtain adequate supply of our products from our third-party manufacturing partners;

Leases in Part II, Item 8 of this Annual Report on Form 10-K [added: for more information on our operating leases.]

Additionally, we own [removed: 5.8] [added: 10.4] acres of land adjacent to our headquarters in Santa Clara, California, which we intend to develop to accommodate future expansion, the speed of which development has been slowed due to the current environment.

\- 38 \-

for more information on our operating leases.

\- 40 \-

\- 39 \-

As of August [removed: 23, 2021,] [added: 22, 2022,] there were [removed: 229] [added: 355] holders of record of our common stock.

[removed: In June 2021,] [added: During the three months ended July 31, 2022,] we issued a total of [removed: 11,114] [added: 35,004] shares of our unregistered common stock pursuant to post-closing obligations in connection with our previous [removed: acquisition] [added: acquisitions] of [removed: Aporeto,] [added: The Crypsis Group, Gamma Networks, Inc., and Sinefa Group,] Inc. (the [removed: “Aporeto Transaction”).][added: “Transactions”).]

The [removed: Aporeto Transaction] [added: Transactions] did not involve any underwriters, any underwriting discounts or commissions, or any public offering.

The issuances of the securities pursuant to the [removed: Aporeto Transaction] [added: Transactions] were exempt from registration under the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) of the Act and Rule 506 of Regulation D promulgated thereunder.

The following table summarizes stock repurchases during the three months ended July 31, [removed: 2021] [added: 2022] (in millions, except per share amounts):

[removed: On] [added: In December 2020 and] August [removed: 17,] 2021, [removed: our board of directors authorized another] [added: we announced additional $700.0 million and] $676.1 million [removed: increase] [added: increases] to this share repurchase program, [added: respectively,] bringing the total authorization to $2.4 billion, with [removed: $1.0 billion remaining.][added: $85.0 million remaining as of July 31, 2022.]

This performance graph compares the cumulative total return on our common stock with that of the [added: Nasdaq 100 Index, the Standard & Poor’s 500 Index, the Standard & Poor Information Technology Index, the] NYSE Composite Index and the NYSE Arca Tech 100 Index for the five years ended July 31, [removed: 2021.][added: 2022.]

This performance graph assumes $100 was invested on July 31, [removed: 2016,] [added: 2017,] in each of the common stock of Palo Alto Networks, Inc., the [added: Nasdaq 100 Index, the Standard & Poor’s 500 Index, the Standard & Poor’s Information Technology Index, the] NYSE Composite Index, and the NYSE Arca Tech 100 Index, and assumes the reinvestment of any dividends.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 7/31/2016] [added: 7/31/2017] | | | | | | [removed: 7/31/2017] [added: 7/31/2018] | | | | | | [removed: 7/31/2018] [added: 7/31/2019] | | | | | | [removed: 7/31/2019] [added: 7/31/2020] | | | | | | [removed: 7/31/2020] [added: 7/31/2021] | | | | | | [removed: 7/31/2021] [added: 7/31/2022] | | |

Our common stock, $0.0001 par value per share, is traded on the Nasdaq Global Select Market under the symbol “PANW.” Prior to October 22, 2021, our common stock traded on the New York Stock Exchange (“NYSE”) under the symbol “PANW.”

| May 1, 2022 to May 31, 2022(1)(2) | | | | | | 0.0 | | | | | | $ | 436.37 | | | | | — | | | | | | $ | 450.0 | |

| June 1, 2022 to June 30, 2022(1)(2) | | | | | | 0.5 | | | | | | $ | 482.86 | | | | | 0.5 | | | | | | $ | 196.3 | |

| July 1, 2022 to July 31, 2022(1)(2) | | | | | | 0.3 | | | | | | $ | 486.05 | | | | | 0.3 | | | | | | $ | 85.0 | |

| Total | | | | | | 0.8 | | | | | | $ | 483.50 | | | | | 0.8 | | | | | | | | |

Historically, we have compared the cumulative total return on our common stock with that of the NYSE Composite Index and the NYSE Arca Tech 100 Index.

As a result of the change in our listing from the NYSE to Nasdaq in October 2021, we have added the Nasdaq 100 Index, the Standard & Poor’s 500 Index and the Standard & Poor’s Information Technology Index to the indexes that we have historically used.

| Palo Alto Networks, Inc. | | | | | | $ | 100.00 | | | | | $ | 150.45 | | | | | $ | 171.91 | | | | | $ | 194.20 | | | | | $ | 302.82 | | | | | $ | 378.74 | |

| Nasdaq 100 Index | | | | | | $ | 100.00 | | | | | $ | 122.99 | | | | | $ | 133.48 | | | | | $ | 185.46 | | | | | $ | 254.41 | | | | | $ | 220.19 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 114.01 | | | | | $ | 120.65 | | | | | $ | 132.42 | | | | | $ | 177.92 | | | | | $ | 167.20 | |

| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 126.83 | | | | | $ | 144.57 | | | | | $ | 198.12 | | | | | $ | 274.74 | | | | | $ | 257.30 | |

| NYSE Composite Index | | | | | | $ | 100.00 | | | | | $ | 108.32 | | | | | $ | 109.18 | | | | | $ | 104.16 | | | | | $ | 138.73 | | | | | $ | 128.08 | |

| NYSE Arca Tech 100 Index | | | | | | $ | 100.00 | | | | | $ | 124.87 | | | | | $ | 134.35 | | | | | $ | 155.18 | | | | | $ | 215.23 | | | | | $ | 187.52 | |

Our common stock, $0.0001 par value per share, began trading on the NYSE on July 20, 2012, where its prices are quoted under the symbol “PANW.”

| May 1, 2021 to May 31, 2021(1)(2) | | | | | | 0.0 | | | | | | $ | 353.17 | | | | | 0.0 | | | | | | $ | 651.9 | |

| June 1, 2021 to June 30, 2021(1)(2) | | | | | | 0.0 | | | | | | $ | 361.83 | | | | | 0.0 | | | | | | $ | 651.9 | |

| July 1, 2021 to July 31, 2021(1)(2) | | | | | | 0.9 | | | | | | $ | 387.98 | | | | | 0.9 | | | | | | $ | 323.9 | |

| Total | | | | | | 0.9 | | | | | | $ | 387.63 | | | | | 0.9 | | | | | | | | |

On December 8, 2020, we announced that our board of directors authorized a $700.0 million increase to our share repurchase program, bringing the total authorization to $1.7 billion.

\- 40 \-

| Palo Alto Networks, Inc. | | | | | | $ | 100.00 | | | | | $ | 100.68 | | | | | $ | 151.47 | | | | | $ | 173.08 | | | | | $ | 195.52 | | | | | $ | 304.87 | |

| NYSE Composite Index | | | | | | $ | 100.00 | | | | | $ | 110.96 | | | | | $ | 120.19 | | | | | $ | 121.15 | | | | | $ | 115.57 | | | | | $ | 153.93 | |

| NYSE Arca Tech 100 Index | | | | | | $ | 100.00 | | | | | $ | 123.34 | | | | | $ | 154.01 | | | | | $ | 165.71 | | | | | $ | 191.39 | | | | | $ | 265.46 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i324ab1390dd34e81913b9c704092d31c_160)] [added: Firm](#id86d15df0543432988e8ae716cf527ed_166) (PCAOB ID: 42)] | | | [removed: [60](#i324ab1390dd34e81913b9c704092d31c_160)] [added: [59](#id86d15df0543432988e8ae716cf527ed_166)] | | |

| [Consolidated Balance [removed: Sheets](#i324ab1390dd34e81913b9c704092d31c_169)] [added: Sheets](#id86d15df0543432988e8ae716cf527ed_175)] | | | [removed: [64](#i324ab1390dd34e81913b9c704092d31c_169)] [added: [62](#id86d15df0543432988e8ae716cf527ed_175)] | | |

| [Consolidated Statements of [removed: Operations](#i324ab1390dd34e81913b9c704092d31c_175)] [added: Operations](#id86d15df0543432988e8ae716cf527ed_178)] | | | [removed: [65](#i324ab1390dd34e81913b9c704092d31c_175)] [added: [63](#id86d15df0543432988e8ae716cf527ed_178)] | | |

| [Consolidated Statements of Comprehensive [removed: Loss](#i324ab1390dd34e81913b9c704092d31c_178)] [added: Loss](#id86d15df0543432988e8ae716cf527ed_181)] | | | [removed: [66](#i324ab1390dd34e81913b9c704092d31c_178)] [added: [64](#id86d15df0543432988e8ae716cf527ed_181)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i324ab1390dd34e81913b9c704092d31c_181)] [added: Equity](#id86d15df0543432988e8ae716cf527ed_184)] | | | [removed: [67](#i324ab1390dd34e81913b9c704092d31c_181)] [added: [65](#id86d15df0543432988e8ae716cf527ed_184)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i324ab1390dd34e81913b9c704092d31c_184)] [added: Flows](#id86d15df0543432988e8ae716cf527ed_187)] | | | [removed: [68](#i324ab1390dd34e81913b9c704092d31c_184)] [added: [66](#id86d15df0543432988e8ae716cf527ed_187)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i324ab1390dd34e81913b9c704092d31c_187)] [added: Statements](#id86d15df0543432988e8ae716cf527ed_190)] | | | [removed: [69](#i324ab1390dd34e81913b9c704092d31c_187)] [added: [67](#id86d15df0543432988e8ae716cf527ed_190)] | | |

We have audited the accompanying consolidated balance sheets of Palo Alto Networks, Inc. (the Company) as of July 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended July 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended July 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated September [removed: 3, 2021] [added: 6, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

We have audited Palo Alto Networks, Inc.’s internal control over financial reporting as of July 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Palo Alto Networks, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of July 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of July 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended July 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated September [removed: 3, 2021] [added: 6, 2022] expressed an unqualified opinion thereon.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [added: 2,118.5 | | | | | $ |] 1,874.2 | | | | | $ | 2,958.0 | |

| Short-term investments | | | [removed: 1,026.9] [added: 1,516.0] | | | | | | [removed: 789.8] [added: 1,026.9] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $11.2] [added: $8.9] and [removed: $2.3] [added: $11.2] at July 31, [removed: 2021] [added: 2022] and July 31, [removed: 2020,] [added: 2021,] respectively | | | [removed: 1,240.4] [added: 2,142.5] | | | | | | [removed: 1,037.1] [added: 1,240.4] | | |

| Short-term deferred contract costs | | | [removed: 276.5] [added: 317.7] | | | | | | [removed: 206.0] [added: 276.5] | | |

| Prepaid expenses and other current assets | | | [removed: 229.3] [added: 320.2] | | | | | | [removed: 138.3] [added: 229.3] | | |

| Total current assets | | | [removed: 4,647.3] [added: 6,414.9] | | | | | | [removed: 5,129.2] [added: 4,647.3] | | |

| Property and equipment, net | | | [removed: 318.4] [added: 357.8] | | | | | | [removed: 348.1] [added: 318.4] | | |

| Operating lease right-of-use assets | | | [removed: 262.9] [added: 242.0] | | | | | | [removed: 258.7] [added: 262.9] | | |

| Long-term investments | | | [removed: 888.3] [added: 1,051.9] | | | | | | [removed: 554.4] [added: 888.3] | | |

| Long-term deferred contract costs | | | [removed: 494.6] [added: 550.1] | | | | | | [removed: 422.3] [added: 494.6] | | |

| Goodwill | | | [removed: 2,710.1] [added: 2,747.7] | | | | | | [removed: 1,812.9] [added: 2,710.1] | | |

| Intangible assets, net | | | [removed: 498.6] [added: 384.5] | | | | | | [removed: 358.2] [added: 498.6] | | |

| Other assets | | | [removed: 421.4] [added: 504.7] | | | | | | [removed: 181.6] [added: 421.4] | | |

| Total assets | | | $ | [removed: 10,241.6] [added: 12,253.6] | | | | | $ | [removed: 9,065.4] [added: 10,241.6] | |

| Accounts payable | | | $ | [removed: 56.9] [added: 128.0] | | | | | $ | [removed: 63.6] [added: 56.9] | |

| Accrued compensation | | | [removed: 430.6] [added: 461.1] | | | | | | [removed: 322.2] [added: 430.6] | | |

| Accrued and other liabilities | | | [removed: 329.4] [added: 399.2] | | | | | | [removed: 256.8] [added: 329.4] | | |

| Deferred revenue | | | [removed: 2,741.9] [added: 3,641.2] | | | | | | [removed: 2,049.1] [added: 2,741.9] | | |

| Convertible senior notes, net | | | [removed: 1,557.9] [added: 3,676.8] | | | | | | [removed: —] [added: 1,557.9] | | |

| Total current liabilities | | | [removed: 5,116.7] [added: 8,306.3] | | | | | | [removed: 2,691.7] [added: 5,116.7] | | |

| Convertible senior notes, net | | | [removed: 1,668.1] [added: —] | | | | | | [removed: 3,084.1] [added: 1,668.1] | | |

| Long-term deferred revenue | | | [removed: 2,282.1] [added: 3,352.8] | | | | | | [removed: 1,761.1] [added: 2,282.1] | | |

| Long-term operating lease liabilities | | | [removed: 313.4] [added: 276.1] | | | | | | [removed: 336.6] [added: 313.4] | | |

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September 6, 2022

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September 6, 2022

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| | | | 2022 | | | | | | 2021 | | |

| Total liabilities | | | 12,043.6 | | | | | | 9,478.0 | | |

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| Net loss | | | $ | (267.0) | | | | | $ | (498.9) | | | | | $ | (267.0) | |

| Cash flow hedges: | | | | | | | | | | | | | | | | | |

| Change in unrealized gains (losses) | | | (54.0) | | | | | | 1.1 | | | | | | 8.3 | | |

| Net realized (gains) losses reclassified into earnings | | | 33.3 | | | | | | (18.5) | | | | | | 4.9 | | |

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| Other comprehensive loss | | | — | | | | | | — | | | | | | (45.7) | | | | | | — | | | | | | (45.7) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of July 31, 2022 | | | 99.6 | | | | | | $ | 1,932.7 | | | | | $ | (55.6) | | | | | $ | (1,667.1) | | | | | $ | 210.0 | |

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| Net loss | | | $ | (267.0) | | | | | $ | (498.9) | | | | | $ | (267.0) | |

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We empower enterprises, organizations, service providers, and government entities to secure their users, networks, clouds and endpoints by delivering comprehensive cybersecurity backed by artificial intelligence and automation.

We evaluate our estimates on an ongoing basis.

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Our financial assets and liabilities that are measured at fair value on a recurring basis include marketable securities and derivative financial instruments.

We determine the classification of our investments in marketable debt securities at the time of purchase and reevaluate such determination at each balance sheet date.

Financing receivables are recorded at amortized cost, which approximates fair value.

We may sell, in certain instances, these financing arrangements on a non-recourse basis to third party financial institutions.

The financing receivables are derecognized upon transfer as these sales qualify as true sales.

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Acquisition-related in-process research and development represents the fair value of incomplete research and development projects that have not reached technological feasibility as of the date of acquisition.

Initially, these assets are not subject to amortization.

Assets related to projects that have been completed are transferred to developed technology, which are subject to amortization.

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Upon adoption of the new debt guidance on August 1, 2021, our convertible senior notes are accounted for entirely as a liability and measured at their amortized cost.

Transaction costs related to the issuance of the notes are netted with the liability and are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the term of the notes.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Management’s Report on Internal Control Over Financial Reporting](#i324ab1390dd34e81913b9c704092d31c_166) | | | [63](#i324ab1390dd34e81913b9c704092d31c_166) | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Business Combinations | | |

| *Description of the Matter* | | | | | | As described in Note 7 to the consolidated financial statements, the Company completed an acquisition of Expanse Inc. for net consideration of $797.2 million in the year ended July 31, 2021. The Company accounted for this acquisition as a business combination. Auditing the accounting for the acquisition was complex due to the significant estimation uncertainty in determining the fair values of identified intangible assets, which consisted of developed technology of $123.4 million and customer relationships of $36.9 million. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about future performance of the acquired business and due to the limited historical data on which to base these assumptions. The significant assumptions used to form the basis of the forecasted results included revenue growth rates and technology migration curves. These significant assumptions were forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition. This included testing controls over the estimation process supporting the recognition and measurement of identified intangible assets, and management’s judgment and evaluation of underlying assumptions and estimates with regards to the fair values of the identified intangible assets. To test the estimated fair values of the identified intangible assets, our audit procedures included, among others, reading the underlying agreements, testing management’s application of the relevant accounting guidance, and involving a specialist to assist us in the evaluation of the Company’s valuation methodology and testing of the significant assumptions. For example, we compared the revenue growth rates and technology migration curves to current industry, market and economic trends. Additionally, we tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. | | |

September 3, 2021

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

The management of Palo Alto Networks, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 for the Company.

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Consolidated Financial Statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2021, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013 framework).

Based on that assessment, management concluded that, as of July 31, 2021, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of July 31, 2021, has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits the Company’s Consolidated Financial Statements, as stated in their report preceding this report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of July 31, 2021.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of July 31, 2018 | | | 93.6 | | | | | | $ | 1,967.4 | | | | | $ | (16.4) | | | | | $ | (790.7) | | | | | $ | 1,160.3 | |

| Other comprehensive income | | | — | | | | | | — | | | | | | 12.7 | | | | | | — | | | | | | 12.7 | | |

| Temporary equity reclassification | | | — | | | | | | 21.9 | | | | | | — | | | | | | — | | | | | | 21.9 | | |

| Settlement of convertible notes | | | 2.5 | | | | | | (12.2) | | | | | | — | | | | | | — | | | | | | (12.2) | | |

| Common stock received from exercise of note hedges | | | (2.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of common and restricted common stock in connection with acquisitions | | | 1.3 | | | | | | 229.5 | | | | | | — | | | | | | — | | | | | | 229.5 | | |

We empower enterprises, service providers, and government entities to secure all users, applications, data, networks, clouds and devices with comprehensive visibility and context, continuously, across all locations.

We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.

The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security.

Refer to Note 5.

Financing Receivables for additional information.

statements of operations when the underlying hedged transaction is recognized in earnings.

If it becomes probable that the hedged transaction will not occur, the cumulative unrealized gain or loss is reclassified immediately from AOCI into the financial statement line item associated with the underlying hedged transaction in our consolidated statements of operations.

method over the term of the notes.

commissions paid for renewal contracts, given the substantive difference in commission rates in proportion to their respective contract values.

We apply the authoritative accounting guidance prescribing a threshold and measurement attribute for the financial recognition and measurement of a tax position taken or expected to be taken in a tax return.

*Credit Losses*

In June 2016, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance on the accounting for credit losses on most financial assets and certain financial instruments.

The standard replaces the incurred loss model with an expected credit loss model for off-balance sheet credit exposures and financial assets measured at amortized cost, including trade accounts receivables and financing receivables.

Based on our evaluation, our chief executive officer and chief financial officer concluded that, as of July 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

[removed: However there] [added: There] were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013 framework).

Based on that assessment, management concluded that, as of July 31, 2022, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of July 31, 2022 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our consolidated financial statements, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

For “Management’s Annual Report on Internal Control Over Financial Reporting” see the report under Part II, Item 8 of this Annual Report on Form 10-K, which report is incorporated herein by reference.

For the “Report of Independent Registered Public Accounting Firm,” see the report under Part II, Item 8 of this Annual Report on Form 10-K, which report is incorporated herein by reference.

As a result of COVID-19, most of our workforce has been working from home since March 2020.

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The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our [removed: 2021] [added: 2022] annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended July 31, [removed: 2021,] [added: 2022,] and is incorporated in this report by reference.

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| Exhibit Number | | | | | | Exhibit Description | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | [added: | | | | | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312512415530/d405168dex31.htm) | | | | | | Restated Certificate of Incorporation of the Registrant. | | | | | | 10-K | | | | | | 001-35594 | | | | | | 3.1 | | | | | | October 4, 2012 | | | [added: | | | | | |]

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1327567/000132756720000007/panwex32q220.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1327567/000119312522157474/d274773dex31.htm)] | | | | | | Amended and Restated Bylaws of the Registrant. | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-35594 | | | | | | [removed: 3.2] [added: 3.1] | | | | | | [removed: February 25, 2020] [added: May 23, 2022] | | | [added: | | | | | |]

| [3.3](http://www.sec.gov/Archives/edgar/data/1327567/000132756716000057/ex31certificateofchangeofr.htm) | | | | | | Certificate of Change of Location of Registered Agent and/or Registered Office. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 3.1 | | | | | | August 30, 2016 | | | [added: | | | | | |]

| [4.1](http://www.sec.gov/Archives/edgar/data/0001327567/000119312518217281/d471193dex41.htm) | | | | | | 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 | | | [added: | | | | | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/0001327567/000119312520163579/d936599dex41.htm) | | | | | | Indenture between the Registrant and U.S. Bank National Association, dated as of June 8, 2020. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 4.1 | | | | | | June 8, 2020 | | | [added: | | | | | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/0001327567/000119312518217281/d471193dex41.htm) | | | | | | Form of Global 0.75% Convertible Senior Note due 2023 (included in Exhibit 4.1). | | | | | | 8-K | | | | | | 001-35594 | | | | | | 4.2 | | | | | | July 13, 2018 | | | [added: | | | | | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/0001327567/000119312520163579/d936599dex41.htm) | | | | | | Form of Global 0.375% Convertible Senior Note due 2023 (included in Exhibit 4.1). | | | | | | 8-K | | | | | | 001-35594 | | | | | | 4.2 | | | | | | June 8, 2020 | | | [added: | | | | | |]

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex45q421.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1327567/000132756722000028/panwex45q422.htm)] | | | | | | Description of Registrant’s Securities. | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312512296699/d318373dex101.htm)* | | | | | | Form of Indemnification Agreement between the Registrant and its directors and officers. | | | | | | S-1/A | | | | | | 333-180620 | | | | | | 10.1 | | | | | | July 9, 2012 | | | [added: | | | | | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1327567/000119312512296699/d318373dex102.htm)*] [added: [10.](http://www.sec.gov/Archives/edgar/data/0001327567/000132756719000038/panwex102q1202012eip.htm)[2](http://www.sec.gov/Archives/edgar/data/0001327567/000132756719000038/panwex102q1202012eip.htm)*] | | | | | | [removed: 2005] [added: 2012] Equity Incentive Plan and related form [removed: agreements under 2005 Equity Incentive Plan.] [added: agreements.] | | | | | | [removed: S-1/A] [added: 10-Q] | | | | | | [removed: 333-180620] [added: 001-35594] | | | | | | 10.2 | | | | | | [removed: July 9, 2012] [added: November 26, 2019] | | | [added: | | | | | |]

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000027/panwex104q417esppplan.htm)*] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1327567/000132756722000028/panwex107q422espp.htm)*] | | | | | | 2012 Employee Stock Purchase [removed: Plan and related form agreements under 2012 Employee Stock Purchase] Plan, as amended and [removed: restated.] [added: restated, and related form agreements.] | | | | | | [removed: 10-K] | | | | | | [removed: 001-35594] | | | | | | [removed: 10.4] | | | | | | [removed: September 7, 2017] | | | [added: | | | | | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1327567/000119312518303084/d634580dex991.htm)*] [added: [10](http://www.sec.gov/Archives/edgar/data/1327567/000119312518303084/d634580dex991.htm)[.](http://www.sec.gov/Archives/edgar/data/1327567/000119312518303084/d634580dex991.htm)[8](http://www.sec.gov/Archives/edgar/data/1327567/000119312518303084/d634580dex991.htm)*] | | | | | | 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 | | | [added: | | | | | |]

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1327567/000119312519094620/d723370dex991.htm)*] [added: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000119312519094620/d723370dex991.htm)[9](http://www.sec.gov/Archives/edgar/data/1327567/000119312519094620/d723370dex991.htm)*] | | | | | | Demisto, Inc. 2015 Stock Option Plan, as amended. | | | | | | S-8 | | | | | | 333-230663 | | | | | | 99.1 | | | | | | April 1, 2019 | | | [added: | | | | | |]

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1327567/000119312519194821/d614827dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312519194821/d614827dex991.htm)[0](http://www.sec.gov/Archives/edgar/data/1327567/000119312519194821/d614827dex991.htm)*] | | | | | | Twistlock Ltd. Amended and Restated 2015 Share Option Plan. | | | | | | S-8 | | | | | | 333-232672 | | | | | | 99.1 | | | | | | July 16, 2019 | | | [added: | | | | | |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1327567/000119312519260766/d795787dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312519260766/d795787dex991.htm)[1](http://www.sec.gov/Archives/edgar/data/1327567/000119312519260766/d795787dex991.htm)*] | | | | | | Zingbox, Inc. Stock Incentive Plan, as amended and restated. | | | | | | S-8 | | | | | | 333-234059 | | | | | | 99.1 | | | | | | October 2, 2019 | | | [added: | | | | | |]

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1327567/000119312520003856/d850020dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520003856/d850020dex991.htm)[2](http://www.sec.gov/Archives/edgar/data/1327567/000119312520003856/d850020dex991.htm)*] | | | | | | Aporeto, Inc. Amended and Restated 2015 Stock Option and Grant Plan. | | | | | | S-8 | | | | | | 333-235854 | | | | | | 99.1 | | | | | | January 8, 2020 | | | [added: | | | | | |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1327567/000119312520133786/d849861dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520133786/d849861dex991.htm)[3](http://www.sec.gov/Archives/edgar/data/1327567/000119312520133786/d849861dex991.htm)*] | | | | | | CloudGenix Inc. 2013 Equity Incentive Plan. | | | | | | S-8 | | | | | | 333-238014 | | | | | | 99.1 | | | | | | May 5, 2020 | | | [added: | | | | | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520266352/d99009dex991.htm)[1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520266352/d99009dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520266352/d99009dex991.htm)[4](http://www.sec.gov/Archives/edgar/data/1327567/000119312520266352/d99009dex991.htm)*] | | | | | | Crypsis Group Holdings, LLC 2017 Equity Incentive Plan. | | | | | | S-8 | | | | | | 333-249387 | | | | | | 99.1 | | | | | | October 8, 2020 | | | [added: | | | | | |]

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320091/d23873dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320091/d23873dex991.htm)[5](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320091/d23873dex991.htm)*] | | | | | | Sinefa Group, Inc. 2020 Stock Plan. | | | | | | S-8 | | | | | | 333-251423 | | | | | | 99.1 | | | | | | December 17, 2020 | | | [added: | | | | | |]

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320099/d35944dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320099/d35944dex991.htm)[6](http://www.sec.gov/Archives/edgar/data/1327567/000119312520320099/d35944dex991.htm)*] | | | | | | Expanse Holding Company, Inc. Amended and Restated 2012 Stock Incentive Plan. | | | | | | S-8 | | | | | | 333-251425 | | | | | | 99.1 | | | | | | December 17, 2020 | | | [added: | | | | | |]

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1327567/000119312521074955/d51651dex991.htm)*] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1327567/000119312521074955/d51651dex991.htm)[8](http://www.sec.gov/Archives/edgar/data/1327567/000119312521074955/d51651dex991.htm)*] | | | | | | Bridgecrew, Inc. 2019 Stock Incentive Plan. | | | | | | S-8 | | | | | | 333-254042 | | | | | | 99.1 | | | | | | March 9, 2021 | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756714000043/panwex102q115.htm)[15](http://www.sec.gov/Archives/edgar/data/1327567/000132756714000043/panwex102q115.htm)*] [added: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756714000043/panwex102q115.htm)[19](http://www.sec.gov/Archives/edgar/data/1327567/000132756714000043/panwex102q115.htm)*] | | | | | | Employee Incentive Compensation Plan, as amended and restated. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.2 | | | | | | November 25, 2014 | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000035/panwex103q118_clawbackpoli.htm)[16](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000035/panwex103q118_clawbackpoli.htm)*] [added: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000035/panwex103q118_clawbackpoli.htm)[2](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000035/panwex103q118_clawbackpoli.htm)[0](http://www.sec.gov/Archives/edgar/data/1327567/000132756717000035/panwex103q118_clawbackpoli.htm)*] | | | | | | Clawback Policy, adopted as of August 29, 2017. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.3 | | | | | | November 21, 2017 | | | [added: | | | | | |]

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/0001327567/000132756720000041/panwex101q121.htm)*] [added: [10.2](https://www.sec.gov/Archives/edgar/data/0001327567/000132756720000041/panwex101q121.htm)[5](https://www.sec.gov/Archives/edgar/data/0001327567/000132756720000041/panwex101q121.htm)*] | | | | | | Employment Agreement between Palo Alto Networks (Israel Analytics) Ltd. and Nir Zuk, dated August 18, 2020. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.1 | | | | | | November 19, 2020 | | | [added: | | | | | |]

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000004/ex101offerletterjcompeau.htm)[.19](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000004/ex101offerletterjcompeau.htm)*] [added: [10.33](http://www.sec.gov/Archives/edgar/data/1327567/000119312518299312/d635314dex101.htm)*] | | | | | | Offer Letter between the Registrant and [removed: Jean Compeau,] [added: Amit K. Singh,] dated [removed: February 22,] [added: October 11,] 2018. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 10.1 | | | | | | [removed: February 26,] [added: October 15,] 2018 | | | [added: | | | | | |]

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/0001327567/000132756721000014/panw-ex101q321.htm)[2](https://www.sec.gov/Archives/edgar/data/0001327567/000132756721000014/panw-ex101q321.htm)[0](https://www.sec.gov/Archives/edgar/data/0001327567/000132756721000014/panw-ex101q321.htm)*] [added: [10.29](http://www.sec.gov/Archives/edgar/data/0001327567/000119312521087516/d160663dex101.htm)*] | | | | | | Addendum to [added: Employment] Offer Letter by and between the Registrant and [removed: Jean Compeau,] [added: Dipak Golechha,] dated March 17, 2021. | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-35594 | | | | | | 10.1 | | | | | | [removed: May 21,] [added: March 19,] 2021 | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex101newofferlettermmclaug.htm)[21](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex101newofferlettermmclaug.htm)*] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex101newofferlettermmclaug.htm)[4](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex101newofferlettermmclaug.htm)*] | | | | | | New Offer Letter between the Registrant and Mark D. McLaughlin, dated May 31, 2018. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 10.1 | | | | | | June 4, 2018 | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex102offerletternarora.htm)[2](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex102offerletternarora.htm)[2](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex102offerletternarora.htm)*] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex102offerletternarora.htm)[6](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000011/ex102offerletternarora.htm)*] | | | | | | Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018. | | | | | | 8-K | | | | | | 001-35594 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | June 4, 2018 | | | [added: | | | | | |]

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1327567/000119312518299312/d635314dex101.htm)[.23](http://www.sec.gov/Archives/edgar/data/1327567/000119312518299312/d635314dex101.htm)*] [added: [10.34](http://www.sec.gov/Archives/edgar/data/1327567/000132756721000040/panw-ex102q122.htm)*] | | | | | | [added: Addendum to Employment] Offer Letter [added: by and] between the Registrant and Amit [removed: K.] Singh, dated October [removed: 11, 2018.] [added: 19, 2021.] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-35594 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | [removed: October 15, 2018] [added: November 19, 2021] | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000031/panwex104q119.htm)[24](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000031/panwex104q119.htm)*] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1327567/000132756718000031/panwex104q119.htm)[8](https://www.sec.gov/Archives/edgar/data/1327567/000132756718000031/panwex104q119.htm)*] | | | | | | Confirmatory Employment Letter [added: with Updated Change in Control Protection] between the Registrant and Lee Klarich, dated December 19, 2011. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.4 | | | | | | November 30, 2018 | | | [added: | | | | | |]

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/0001327567/000119312521087516/d160663dex101.htm)*] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1327567/000119312521267862/d200133dex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1327567/000119312521267862/d200133dex101.htm)*] | | | | | | [removed: Addendum to] Offer Letter [removed: by and] between the Registrant and [removed: Dipak Golechha,] [added: Josh Paul,] dated [removed: March 17,] [added: August 5,] 2021. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 10.1 | | | | | | [removed: March 19,] [added: September 8,] 2021 | | | [added: | | | | | |]

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1327567/000119312521244832/d204334dex101.htm)*] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1327567/000119312521244832/d204334dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1327567/000119312521244832/d204334dex101.htm)*] | | | | | | [added: Employment] Offer Letter [added: by and] between the Registrant and William “BJ” [removed: Jenkins] [added: Jenkins,] dated July 27, 2021. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 10.1 | | | | | | August 12, 2021 | | | [added: | | | | | |]

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1027q421directoroffe.htm)[7](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1027q421directoroffe.htm)*] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1027q421directoroffe.htm)[6](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1027q421directoroffe.htm)*] | | | | | | Form of Offer Letter between the Registrant and its directors. | | | | | | [added: 10-K] | | | | | | [added: 001-35594] | | | | | | [added: 10.27] | | | | | | [added: September 3, 2021] | | | [added: | | | | | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1327567/000132756719000016/panwex101q319.htm)[8](http://www.sec.gov/Archives/edgar/data/1327567/000132756719000016/panwex101q319.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1327567/000132756719000016/panwex101q319.htm)[7](http://www.sec.gov/Archives/edgar/data/1327567/000132756719000016/panwex101q319.htm)] | | | | | | 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 | | | [added: | | | | | |]

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1029q421supplieragre.htm)[9](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1029q421supplieragre.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1029q421supplieragre.htm)[8](http://www.sec.gov/Archives/edgar/data/1327567/000132756721000029/panwex1029q421supplieragre.htm)] | | | | | | Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd. dated July [removed: 30,] [added: 23,] 2021 | | | | | | [added: 10-K] | | | | | | [added: 001-35594] | | | | | | [added: 10.29] | | | | | | [added: September 3, 2021] | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000119312514215060/d734043dex101.htm)[3](http://www.sec.gov/Archives/edgar/data/1327567/000119312514215060/d734043dex101.htm)[0](http://www.sec.gov/Archives/edgar/data/1327567/000119312514215060/d734043dex101.htm)] [added: [10.39](http://www.sec.gov/Archives/edgar/data/1327567/000119312514215060/d734043dex101.htm)] | | | | | | 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 | | | [added: | | | | | |]

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex101.htm)[.3](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex101.htm)[1](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex101.htm)] [added: [10.40](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex101.htm)] | | | | | | 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 | | | [added: | | | | | |]

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex102.htm)[3](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex102.htm)[2](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex102.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex102.htm)[1](http://www.sec.gov/Archives/edgar/data/1327567/000119312518217281/d471193dex102.htm)] | | | | | | Form of Convertible Note Hedge Confirmation. | | | | | | 8-K | | | | | | 001-35594 | | | | | | 10.2 | | | | | | July 13, 2018 | | | [added: | | | | | |]

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| [10.](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000040/panw-ex104q122.htm)[3](https://www.sec.gov/Archives/edgar/data/1327567/000132756721000040/panw-ex104q122.htm)* | | | | | | Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.4 | | | | | | November 19, 2021 | | | | | | | | |

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| [10.](https://www.sec.gov/Archives/edgar/data/1327567/000119312521359246/d170141dex991.htm)[4](https://www.sec.gov/Archives/edgar/data/1327567/000119312521359246/d170141dex991.htm)* | | | | | | 2021 Equity Incentive Plan | | | | | | S-8 | | | | | | 333-261697 | | | | | | 99.1 | | | | | | December 16, 2021 | | | | | | | | |

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| [10.5](http://www.sec.gov/Archives/edgar/data/1327567/000119312521359246/d170141dex992.htm)* | | | | | | Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement | | | | | | S-8 | | | | | | 333-261697 | | | | | | 99.2 | | | | | | December 16, 2021 | | | | | | | | |

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| [10.](https://www.sec.gov/Archives/edgar/data/1327567/000119312521359246/d170141dex993.htm)[6](https://www.sec.gov/Archives/edgar/data/1327567/000119312521359246/d170141dex993.htm)* | | | | | | Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement | | | | | | S-8 | | | | | | 333-261697 | | | | | | 99.3 | | | | | | December 16, 2021 | | | | | | | | |

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\- 100 \-

[Ta](#id86d15df0543432988e8ae716cf527ed_7)[ble of](#id86d15df0543432988e8ae716cf527ed_7) [Contents](#id86d15df0543432988e8ae716cf527ed_7)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | | | | | | |

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| [10.1](https://www.sec.gov/Archives/edgar/data/0001327567/000119312521265618/d214080dex991.htm)[7](https://www.sec.gov/Archives/edgar/data/0001327567/000119312521265618/d214080dex991.htm)* | | | | | | Gamma Networks, Inc. 2018 Stock Option and Grant Plan | | | | | | S-8 | | | | | | 333-259327 | | | | | | 99.1 | | | | | | September 3, 2021 | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [10.3](http://www.sec.gov/Archives/edgar/data/0001327567/000132756719000038/panwex102q1202012eip.htm)* | | | | | | 2012 Equity Incentive Plan and related form agreements under 2012 Equity Incentive Plan, as amended. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.2 | | | | | | November 26, 2019 | | |

[Table of](#i324ab1390dd34e81913b9c704092d31c_7) [Contents](#i324ab1390dd34e81913b9c704092d31c_7)

| [10.](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000006/panwex102q218.htm)[17](http://www.sec.gov/Archives/edgar/data/1327567/000132756718000006/panwex102q218.htm)* | | | | | | Executive Incentive Plan effective December 8, 2017. | | | | | | 10-Q | | | | | | 001-35594 | | | | | | 10.2 | | | | | | February 27, 2018 | | |

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| Jean Compeau | | | | | | | | | | | | | | |

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