Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Annual Report on Form 10-K are as follows:

1.Consolidated Financial Statements

Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

2.Financial Statement Schedules

Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or the notes thereto.

3.Exhibits

The following documents are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

EXHIBIT INDEX

Exhibit Number						Exhibit Description						Incorporated by Reference
Form						File No.						Exhibit						Filing Date
3.1						Restated Certificate of Incorporation of the Registrant.						10-K						001-35594						3.1						October 4, 2012
3.2						Amended and Restated Bylaws of the Registrant.						8-K						001-35594						3.1						May 23, 2022
3.3						Certificate of Change of Location of Registered Agent and/or Registered Office.						8-K						001-35594						3.1						August 30, 2016
4.1						Indenture between the Registrant and U.S. Bank National Association, dated as of July 12, 2018.						8-K						001-35594						4.1						July 13, 2018
4.2						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
4.3						Form of Global 0.75% Convertible Senior Note due 2023 (included in Exhibit 4.1).						8-K						001-35594						4.2						July 13, 2018
4.4						Form of Global 0.375% Convertible Senior Note due 2023 (included in Exhibit 4.1).						8-K						001-35594						4.2						June 8, 2020
4.5						Description of Registrant’s Securities.
10.1*						Form of Indemnification Agreement between the Registrant and its directors and officers.						S-1/A						333-180620						10.1						July 9, 2012
10.2*						2012 Equity Incentive Plan and related form agreements.						10-Q						001-35594						10.2						November 26, 2019
10.3*						Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement						10-Q						001-35594						10.4						November 19, 2021
10.4*						2021 Equity Incentive Plan						S-8						333-261697						99.1						December 16, 2021
10.5*						Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement						S-8						333-261697						99.2						December 16, 2021
10.6*						Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement						S-8						333-261697						99.3						December 16, 2021
10.7*						2012 Employee Stock Purchase Plan, as amended and restated, and related form agreements.
10.8*						RedLock Inc. 2015 Stock Plan, as amended, and related form agreements under RedLock Inc. 2015 Stock Plan, as amended.						S-8						333-227901						99.1						October 19, 2018
10.9*						Demisto, Inc. 2015 Stock Option Plan, as amended.						S-8						333-230663						99.1						April 1, 2019

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Exhibit Number						Exhibit Description						Incorporated by Reference
Form						File No.						Exhibit						Filing Date
10.10*						Twistlock Ltd. Amended and Restated 2015 Share Option Plan.						S-8						333-232672						99.1						July 16, 2019
10.11*						Zingbox, Inc. Stock Incentive Plan, as amended and restated.						S-8						333-234059						99.1						October 2, 2019
10.12*						Aporeto, Inc. Amended and Restated 2015 Stock Option and Grant Plan.						S-8						333-235854						99.1						January 8, 2020
10.13*						CloudGenix Inc. 2013 Equity Incentive Plan.						S-8						333-238014						99.1						May 5, 2020
10.14*						Crypsis Group Holdings, LLC 2017 Equity Incentive Plan.						S-8						333-249387						99.1						October 8, 2020
10.15*						Sinefa Group, Inc. 2020 Stock Plan.						S-8						333-251423						99.1						December 17, 2020
10.16*						Expanse Holding Company, Inc. Amended and Restated 2012 Stock Incentive Plan.						S-8						333-251425						99.1						December 17, 2020
10.17*						Gamma Networks, Inc. 2018 Stock Option and Grant Plan						S-8						333-259327						99.1						September 3, 2021
10.18*						Bridgecrew, Inc. 2019 Stock Incentive Plan.						S-8						333-254042						99.1						March 9, 2021
10.19*						Employee Incentive Compensation Plan, as amended and restated.						10-Q						001-35594						10.2						November 25, 2014
10.20*						Clawback Policy, adopted as of August 29, 2017.						10-Q						001-35594						10.3						November 21, 2017
10.21*						Amended and Restated Outside Director Compensation Policy (last amended February 16, 2022)						10-Q						001-35594						10.4						February 23, 2022
10.22*						Continued Service Policy						10-Q						001-35594						10.3						May 20, 2022
10.23*						Palo Alto Networks, Inc. Deferred Compensation Plan effective June 1, 2022
10.24*						New Offer Letter between the Registrant and Mark D. McLaughlin, dated May 31, 2018.						8-K						001-35594						10.1						June 4, 2018
10.25*						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
10.26*						Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018.						8-K						001-35594						10.1						June 4, 2018
10.27*						Offer Letter between the Registrant and Josh Paul, dated August 5, 2021.						8-K						001-35594						10.1						September 8, 2021
10.28*						Confirmatory Employment Letter 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
10.29*						Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated March 17, 2021.						8-K						001-35594						10.1						March 19, 2021
10.30*						Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated February 18, 2022.						10-Q						001-35594						10.1						May 20, 2022
10.31*						Employment Offer Letter by and between the Registrant and William “BJ” Jenkins, dated July 27, 2021.						8-K						001-35594						10.1						August 12, 2021
10.32*						Addendum to Employment Offer Letter between the Registrant and William “BJ” Jenkins dated February 18, 2022.						10-Q						001-35594						10.2						May 20, 2022

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Exhibit Number						Exhibit Description						Incorporated by Reference
Form						File No.						Exhibit						Filing Date
10.33*						Offer Letter between the Registrant and Amit K. Singh, dated October 11, 2018.						8-K						001-35594						10.1						October 15, 2018
10.34*						Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated October 19, 2021.						10-Q						001-35594						10.2						November 19, 2021
10.35*						Second Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated January 28, 2022.						10-Q						001-35594						10.5						February 23, 2022
10.36*						Form of Offer Letter between the Registrant and its directors.						10-K						001-35594						10.27						September 3, 2021
10.37**						Amended and Restated Flextronics Manufacturing Services Agreement, by and between the Registrant and Flextronics Telecom Systems Ltd., dated April 1, 2019.						10-Q						001-35594						10.1						May 30, 2019
10.38						Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd. dated July 23, 2021						10-K						001-35594						10.29						September 3, 2021
10.39						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
10.40						Purchase Agreement, dated July 10, 2018, by and among the Registrant and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers named therein.						8-K						001-35594						10.1						July 13, 2018
10.41						Form of Convertible Note Hedge Confirmation.						8-K						001-35594						10.2						July 13, 2018
10.42						Form of Warrant Confirmation.						8-K						001-35594						10.3						July 13, 2018
10.43						Purchase Agreement, dated June 3, 2020, by and among the Registrant and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers named therein.						8-K						001-35594						10.1						June 8, 2020
10.44						Form of Convertible Note Hedge Confirmation.						8-K						001-35594						10.2						June 8, 2020
10.45						Form of Warrant Confirmation.						8-K						001-35594						10.3						June 8, 2020
10.46						Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.						10-K						001-35594						10.29						September 17, 2015
10.47						Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.						10-K						001-35594						10.30						September 17, 2015
10.48						Lease between the Registrant and Santa Clara Campus Property Owner I LLC, dated May 28, 2015.						10-K						001-35594						10.31						September 17, 2015
10.49						Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated October 7, 2015.						8-K/A						001-35594						10.1						October 19, 2015
10.50						Amendment No. 1 to Lease by and between the Registrant and Santa Clara Phase I Property LLC, dated November 9, 2015.						10-Q						001-35594						10.2						November 24, 2015
10.51						Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 9, 2015.						10-Q						001-35594						10.3						November 24, 2015
10.52						Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.						10-Q						001-35594						10.1						November 22, 2016
10.53						Amendment No. 1 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.						10-Q						001-35594						10.2						November 22, 2016

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Exhibit Number						Exhibit Description						Incorporated by Reference
Form						File No.						Exhibit						Filing Date
10.54						Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated September 16, 2016.						10-Q						001-35594						10.3						November 22, 2016
10.55						Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.						10-Q						001-35594						10.1						March 1, 2017
10.56						Amendment No. 2 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.						10-Q						001-35594						10.2						March 1, 2017
10.57						Amendment No. 3 to Lease by and between the Registrant and Santa Clara Campus Property Owner I LLC, dated November 16, 2016.						10-Q						001-35594						10.3						March 1, 2017
10.58						Amendment No. 3 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017.						10-K						001-35594						10.40						September 7, 2017
10.59						Amendment No. 3 to Lease by and between the Registrant and Santa Clara G LLC, dated June 22, 2017.						10-K						001-35594						10.41						September 7, 2017
10.60						Amendment No. 4 to Lease by and between the Registrant and Santa Clara EFH LLC, dated June 22, 2017.						10-K						001-35594						10.42						September 7, 2017
10.61						Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017.						10-Q						001-35594						10.5						November 21, 2017
10.62						Amendment No. 4 to Lease by and between the Registrant and Santa Clara Phase III G LLC, dated September 29, 2017.						10-Q						001-35594						10.6						November 21, 2017
10.63						Amendment No. 5 to Lease by and between the Registrant and Santa Clara Phase III EFH LLC, dated September 29, 2017.						10-Q						001-35594						10.7						November 21, 2017
10.64						Credit Agreement, dated as of September 4, 2018, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A., as administrative agent.						8-K						001-35594						10.1						September 6, 2018
21.1						List of subsidiaries of the Registrant.
23.1						Consent of Independent Registered Public Accounting Firm.
24.1						Power of Attorney (contained in the signature page to this Annual Report on Form 10-K).
31.1						Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1†						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document.
101.SCH						XBRL Taxonomy Schema Linkbase Document.
101.CAL						XBRL Taxonomy Calculation Linkbase Document.

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Exhibit Number						Exhibit Description						Incorporated by Reference
Form						File No.						Exhibit						Filing Date
101.DEF						XBRL Taxonomy Definition Linkbase Document.
101.LAB						XBRL Taxonomy Labels Linkbase Document.
101.PRE						XBRL Taxonomy Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

• Indicates a management contract or compensatory plan or arrangement.

** Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed.

† The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 6, 2022.

PALO ALTO NETWORKS, INC.
By:			/s/ NIKESH ARORA
			Nikesh Arora
			Chairman and Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Josh Paul, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature						Title						Date
/s/ NIKESH ARORA						Chairman, Chief Executive Officer and Director (Principal Executive Officer)						September 6, 2022
Nikesh Arora
/s/ DIPAK GOLECHHA						Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)						September 6, 2022
Dipak Golechha
/s/ JOSH PAUL						Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)						September 6, 2022
Josh Paul
/s/ MARK D. MCLAUGHLIN						Vice Chairman and Director						September 6, 2022
Mark D. McLaughlin
/s/ NIR ZUK						Chief Technology Officer and Director						September 6, 2022
Nir Zuk
/s/ APARNA BAWA						Director						September 6, 2022
Aparna Bawa
/s/ ASHEEM CHANDNA						Director						September 6, 2022
Asheem Chandna
/s/ JOHN M. DONOVAN						Director						September 6, 2022
John M. Donovan
/s/ CARL ESCHENBACH						Director						September 6, 2022
Carl Eschenbach
/s/ DR. HELENE D. GAYLE						Director						September 6, 2022
Dr. Helene D. Gayle
/s/ JAMES J. GOETZ						Director						September 6, 2022
James J. Goetz
/s/ RT HON SIR JOHN KEY						Director						September 6, 2022
Rt Hon Sir John Key
/s/ MARY PAT MCCARTHY						Director						September 6, 2022
Mary Pat McCarthy
/s/ LORRAINE TWOHILL						Director						September 6, 2022
Lorraine Twohill

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