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United States securities and exchange commission logo
September 15, 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
File No. 001-35594
Dear Mr. Arora:
We have reviewed your filing 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.
Form 10-K for Fiscal Year Ended July 31, 2021
General
1. We note that you
provided more expansive disclosure in your CSR report than you
provided in your SEC
filings. Please advise us what consideration you gave to providing
the same type of
climate-related disclosure in your SEC filings as you provided in your
CSR report.
Risk Factors, page 14
2. You generally refer to
environmental laws and regulations concerning the hazardous
material content of
your products and the collection of and recycling of electrical and
electronic equipment
and disclose on page 13 of your Form 10-K that you aligned your
carbon neutral goal to
the Paris Agreement. Please tailor your disclosure to identify any
other material existing
climate change-related legislation, regulations, and international
accords and describe
any material effect on your business, financial condition, and results
of operations.
Nikesh Arora
Palo Alto Networks, Inc.
September 15, 2021
Page 2
3. Disclose the material effects of transition risks related to climate
change that may affect
your business, financial condition, and results of operations, such as
policy and regulatory
changes that could impose operational and compliance burdens, market
trends that may
alter business opportunities, credit risks, or technological changes.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
43
4. We note the disclosure in your annual report and proxy statement about
enhancements you
made during 2020 and 2021 to your environmental initiatives. Please
quantify any
material capital expenditures or compliance costs related to these
initiatives.
5. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods and services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources;
increased demand for goods and services that result in lower
emissions than
competing products;
increased competition to develop innovative new products and
services that result in
lower emissions; and
any anticipated reputational risks resulting from operations or
products that produce
material greenhouse gas emissions.
6. If material, discuss the significant physical effects of climate change
on your operations
and results. This disclosure may include quantification of material
weather-related
damages to your property or operations and any weather-related impacts on
the cost or
availability of insurance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may 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
September 15, 2021 Page 2
cc: Jose F. Macias
FirstName LastName