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United States securities and exchange commission logo
October 27, 2021
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, CA 95054
Re: Palo Alto Networks,
Inc.
Form 10-K for
Fiscal Year Ended July 31, 2021
Response dated
October 6, 2021
File No. 001-35594
Dear Mr. Arora:
We have reviewed your October 6, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 15, 2021 letter.
Response dated October 6, 2021
General
1. We note your response
to prior comment 2. Tell us how you considered providing
disclosure regarding
the difficulties involved in assessing the timing and effect of pending
climate-related laws or
regulations.
2. Your response to prior
comment 3 references transition risks in your supply chain for your
firewall hardware
products, software-based cybersecurity products and consumer product
offering. Please
describe the relevant transition risks in your supply chain for each of
these product types and
explain how you analyzed the materiality of these risks. Also,
please describe the
events you reference in your response "that could be labeled as risks
related to climate
change" and any other transition risks related to climate change for
which you performed a
materiality assessment.
Nikesh Arora
Palo Alto Networks, Inc.
October 27, 2021
Page 2
3. Your response to prior comment 4 states that you did not incur material
capital
expenditures or compliance costs during fiscal 2020 or fiscal 2021. In
order to better
understand your response, please tell us about your capital expenditures
and compliance
costs related to environmental initiatives (including quantification of
amounts
incurred) and explain how you assessed the materiality of these
expenditures and costs. In
addition, please tell us more about how you considered providing
disclosure quantifying
the estimated costs of achieving your carbon neutral goal and explain how
you analyzed
the materiality of these costs.
4. Your response to prior comment 5, which states that you do not currently
believe that you
are subject to material indirect consequences of climate-related
regulations or business
trends, appears to be conclusory in nature and does not provide an
analysis of the factors
listed in our comment. Please describe the indirect consequences you
considered in your
analysis and explain how you concluded they were not material.
5. Your response to prior comment 6 states that you have not experienced any
material
physical effects of climate changes on your operations or results. Please
explain whether
you have experienced physical effects of climate change on your
operations or results and,
if so, how you concluded that such effects have been, and are expected to
continue to be,
immaterial to your operations and results. As noted in our prior comment,
quantify
weather-related damages to your property or operations and discuss any
weather-related
impacts on the cost or availability of insurance.
Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or
Mitchell Austin,
Staff Attorney, at (202) 551-3574 with any questions.
Sincerely,
FirstName LastNameNikesh Arora
Division of
Corporation Finance
Comapany NamePalo Alto Networks, Inc.
Office of Technology
October 27, 2021 Page 2
cc: Jose F. Macias
FirstName LastName