x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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ITEM 1.	FINANCIAL STATEMENTS

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•	Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•	Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

•	Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

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•	if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day (the “sale price condition”);

•	during the five business day period after any five consecutive trading day period, in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the Notes on each such trading day; or

•	upon the occurrence of specified corporate events.

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(1)	The number of PSAs granted represents the aggregate maximum number of shares that may be earned and issued with respect to these awards over their full terms.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Overview. A discussion of our business and overall analysis of financial and other highlights in order to provide context for the remainder of MD&A.

•	Key Financial Metrics. A summary of our generally accepted accounting principles (“GAAP”) and non-GAAP key financial metrics, which management monitors to evaluate our performance.

•	Results of Operations. A discussion of the nature and trends in our financial results and an analysis of our financial results comparing the three months ended October 31, 2016 to the three months ended October 31, 2015.

•	Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows, and a discussion of our financial condition and our ability to meet cash needs.

•	Critical Accounting Estimates. A discussion of our accounting policies that require critical estimates, assumptions, and judgments.

•	Recent Accounting Pronouncements. A discussion of expected impacts of impending accounting changes on financial information to be reported in the future.

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(1)	Amounts have been adjusted for the three months ended October 31, 2015, as a result of our voluntary change in accounting policy for sales commissions. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

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Deferred Revenue. Our deferred revenue consists of amounts that have been invoiced but have not been recognized as revenue as of the period end. The majority of our deferred revenue balance consists of subscription and support revenue that is recognized ratably over the contractual service period. We monitor our deferred revenue balance because it represents a significant portion of revenue to be recognized in future periods.

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Billings. We define billings as total revenue plus the change in total deferred revenue during the period. We consider billings to be a key measure used by management to manage our business given our hybrid SaaS revenue model, and believe billings provides investors with an important indicator of the health and visibility of our business because it includes subscription and support revenue, which is recognized ratably over the contractual service period, and product revenue, which is recognized at the time of shipment, provided that all other revenue recognition criteria have been met. We consider billings to be a useful metric for management and investors, particularly if we continue to experience increased sales of subscriptions and strong renewal rates for subscription and support offerings, and as we monitor our near term cash flows. While we believe that billings provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management, it is important to note that other companies, including companies in our industry, may not use billings, may calculate billings differently, may have different billing frequencies, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of billings as a comparative measure. We calculate billings in the following manner:

•	Cash Flow Provided by Operating Activities. We monitor cash flow provided by operating activities as a measure of our overall business performance. Our cash flow provided by operating activities is driven in large part by sales of our products and from up-front payments for subscription and support offerings. Monitoring cash flow provided by

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Free Cash Flow (non-GAAP). We define free cash flow, a non-GAAP financial measure, as cash provided by operating activities less purchases of property, equipment, and other assets. We consider free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures. A limitation of the utility of free cash flow as a measure of our financial performance and liquidity is that it does not represent the total increase or decrease in our cash balance for the period. In addition, it is important to note that other companies, including companies in our industry, may not use free cash flow, may calculate free cash flow in a different manner than we do, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a comparative measure. A reconciliation of free cash flow to cash flow provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

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(1)	Certain prior period amounts have been adjusted as a result of our voluntary change in accounting policy for sales commissions. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

(2)	Includes share-based compensation as follows:

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(1)	Prior period amount has been adjusted as a result of our voluntary change in accounting policy for sales commissions. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

(1)	Prior period effective tax rate has been adjusted as a result of our voluntary change in accounting policy for sales commissions. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies of

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(1)	Working capital as of July 31, 2016, has been adjusted as a result of our voluntary change in accounting policy for sales commissions. Refer to Note 1. Description of Business and Summary of Significant Accounting Policies of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

(2)	The net carrying amount of the Notes was classified in current liabilities in our condensed consolidated balance sheets as of October 31, 2016. Refer to Note 5. Convertible Senior Notes of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

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ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

•	our ability to attract and retain new end-customers or sell additional products and subscriptions to our existing end-customers;

•	the budgeting cycles, seasonal buying patterns, and purchasing practices of end-customers;

•	changes in end-customer, distributor or reseller requirements, or market needs;

•	price competition;

•	the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our industry, including consolidation among our competitors or end-customers and strategic partnerships entered into by and between our competitors;

•	changes in the mix of our products, subscriptions, and support, including changes in multi-year subscriptions and support;

•	our ability to successfully and continuously expand our business domestically and internationally;

•	changes in the growth rate of the enterprise security market;

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•	deferral of orders from end-customers in anticipation of new products or product enhancements announced by us or our competitors;

•	the timing and costs related to the development or acquisition of technologies or businesses or strategic partnerships;

•	lack of synergy or the inability to realize expected synergies, resulting from acquisitions or strategic partnerships;

•	our inability to execute, complete or integrate efficiently any acquisitions that we may undertake;

•	our ability to increase the size and productivity of our distribution channel;

•	decisions by potential end-customers to purchase security solutions from larger, more established security vendors or from their primary network equipment vendors;

•	changes in end-customer penetration, attach, and renewal rates for our subscriptions;

•	timing of revenue recognition and revenue deferrals;

•	our ability to manage production and manufacturing related costs, global customer service organization costs, inventory excess and obsolescence costs, and warranty costs;

•	insolvency or credit difficulties confronting our end-customers, which could adversely affect their ability to purchase or pay for our products, subscriptions, and support, or confronting our key suppliers, including our sole source suppliers, which could disrupt our supply chain;

•	any disruption in our channel or termination of our relationships with important channel partners, including as a result of consolidation among distributors and resellers of security solutions;

•	our inability to fulfill our end-customers’ orders due to supply chain delays or events that impact our manufacturers or their suppliers;

•	increased expenses, unforeseen liabilities, or write-downs and any impact on our operating results from any acquisitions we consummate;

•	the cost and potential outcomes of litigation, which could have a material adverse effect on our business;

•	seasonality or cyclical fluctuations in our markets;

•	future accounting pronouncements or changes in our accounting policies, including the potential impact of the adoption and implementation of the Financial Accounting Standards Board’s new standard regarding revenue recognition;

•	increases or decreases in our expenses or fluctuations in our sales cycle caused by fluctuations in foreign currency exchange rates, as an increasing amount of our expenses is incurred and paid in currencies other than the U.S. dollar;

•	political, economic and social instability, such as those caused by the recent U.S. presidential election, the recent referendum in which voters in the United Kingdom (the “U.K.”) approved an exit from the European Union (the “E.U.”), continued hostilities in the Middle East, terrorist activities, 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.

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•	large networking vendors such as Cisco and Juniper that incorporate security features in their products;

•	large companies such as Intel and IBM that have acquired large network and endpoint security specialist vendors in recent years and have the technical and financial resources to bring competitive solutions to the market;

•	independent security vendors such as Check Point, Fortinet, FireEye, and Symantec that offer a mix of network and endpoint security products; and

•	small and large companies that offer point solutions that compete with some of the features present in our platform.

•	greater name recognition and longer operating histories;

•	larger sales and marketing budgets and resources;

•	broader distribution and established relationships with distribution partners and end-customers;

•	greater customer support resources;

•	greater resources to make strategic acquisitions or enter into strategic partnerships;

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•	lower labor and development costs;

•	larger and more mature intellectual property portfolios; and

•	substantially greater financial, technical, and other resources.

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•	end-customers with a December 31 fiscal year-end choosing to spend remaining unused portions of their discretionary budgets before their year-end, which potentially results in a positive impact on our revenue in our second fiscal quarter;

•	our sales compensation plans, which are typically structured around annual quotas and commission rate accelerators, which potentially results in a positive impact on our revenue in our fourth fiscal quarter;

•	seasonal reductions in business activity during August in the United States, Europe and certain regions, which potentially results in a negative impact on our first fiscal quarter revenue; and

•	the timing of end-customer budget planning at the beginning of the calendar year, which can result in a delay in spending at the beginning of the calendar year potentially resulting in a negative impact on our revenue in our third fiscal quarter.

•	competition from larger competitors, such as Cisco, Check Point, and Juniper, that traditionally target larger enterprises, service providers, and government entities and that may have pre-existing relationships or purchase commitments from those end-customers;

•	increased purchasing power and leverage held by large end-customers in negotiating contractual arrangements with us;

•	more stringent requirements in our worldwide support contracts, including stricter support response times and penalties for any failure to meet support requirements; and

•	longer sales cycles, in some cases over 12 months, and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our products and subscriptions.

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•	expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities;

•	loss of existing or potential end-customers or channel partners;

•	delayed or lost revenue;

•	delay or failure to attain market acceptance;

•	an increase in warranty claims compared with our historical experience, or an increased cost of servicing warranty claims, either of which would adversely affect our gross margins; and

•	litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

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•	political, economic and social uncertainty around the world, in particular, those caused by the recent U.S. presidential election, macroeconomic challenges in Europe, terrorist activities, and continued hostilities in the Middle East;

•	greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;

•	the uncertainty of protection for intellectual property rights in some countries;

•	greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;

•	risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our products required in foreign countries;

•	greater risk of a failure of foreign employees, channel partners, distributors, and resellers to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, U.S. or foreign sanctions regimes and export or import control laws, and any trade regulations ensuring fair trade practices;

•	heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements;

•	increased expenses incurred in establishing and maintaining office space and equipment for our international operations;

•	management communication and integration problems resulting from cultural and geographic dispersion; and

•	fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business and related impact on sales cycles.

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•	announcements of new products, subscriptions or technologies, commercial relationships, strategic partnerships, acquisitions or other events by us or our competitors;

•	price and volume fluctuations in the overall stock market from time to time;

•	news announcements that affect investor perception of our industry, including reports related to the discovery of significant cyber attacks;

•	significant volatility in the market price and trading volume of technology companies in general and of companies in our industry;

•	fluctuations in the trading volume of our shares or the size of our public float;

•	actual or anticipated changes in our operating results or fluctuations in our operating results;

•	whether our operating results meet the expectations of securities analysts or investors;

•	actual or anticipated changes in the expectations of securities analysts or investors;

•	inaccurate or unfavorable research reports about our business and industry published by securities analysts or reduced coverage of our company by securities analysts;

•	litigation involving us, our industry, or both;

•	regulatory developments in the United States, foreign countries or both;

•	major catastrophic events;

•	sales of large blocks of our common stock or substantial future sales by our directors, executive officers, employees and significant stockholders;

•	sales of our common stock by investors who view the Notes as a more attractive means of equity participation in us;

•	hedging or arbitrage trading activity involving our common stock as a result of the existence of the Notes;

•	departures of key personnel; or

•	economic uncertainty around the world, in particular, macroeconomic challenges in Europe.

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•	establish that our board of directors is divided into three classes, Class I, Class II and Class III, with three-year staggered terms;

•	authorize our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval;

•	provide our board of directors with the exclusive right to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director;

•	prohibit our stockholders from taking action by written consent;

•	specify that special meetings of our stockholders may be called only by the chairman of our board of directors, our president, our secretary, or a majority vote of our board of directors;

•	require the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws;

•	authorize our board of directors to amend our bylaws by majority vote; and

•	establish advance notice procedures with which our stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting.

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ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(1)

On August 26, 2016, our board of directors authorized a $500.0 million share repurchase which will be funded from available working capital. Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. The repurchase authorization will expire on August 31, 2018, and may be suspended or discontinued at any time.

(2)	Average price paid per share includes costs associated with the repurchases.

ITEM 6.	EXHIBITS

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*	Indicates a management contract or compensatory plan or arrangement.

†

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10‑Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Palo Alto Networks, Inc. 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 Quarterly Report on Form 10‑Q, irrespective of any general incorporation language contained in such filing.

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•	The building is a steel frame structure with glass, metal and thin-shell concrete window wall system.

•	Interior brace frames with exterior moment frames.

•	Glass/metal frame entry doors.

•	Roof screen is included.

•	15’ floor-to-floor clearance on ground floor and 14’ on upper floors to allow for an 11’+/- ceiling height on the ground floor and a 10’ +/- finished ceiling on the upper floors.

•	Three stairs. Center stair to be open between floors 1-4 and floors 5-8.

•	15mil Stego vapor barrier installed under building slabs.

•	Ground floor and upper floor elevator lobbies to be completed by Tenant as part of TIs.

•	Floor flatness/levelness consistent with ASTM E1155/E 1155M.

•	The floors will be designed for structural loading capability that can accommodate the placement of furnishings, fixtures and equipment that is consistent with the needs of a typical office tenant (live load of 100psf).

•	Exterior glass Title 24 compliant, insulated, free from scratches, nicks, cracks, marring and the intrusion of weather.

•	One 4,000lb and four 3,500lb capacity Mitsubishi Electric traction passenger elevator with a rated speed of 350fpm provided.

•	Center opening doors with 9’-3” cab finished ceiling height.

•	Finished interior cabs, except floors, which will be finished by Tenant to match Tenant’s ground floor lobby.

•	All elevator cars, lobby call lanterns and call buttons in compliance with all codes and regulations.

•	No freight elevator provided.

•	Two-stop dumbwaiter.

•	No elevator cars security card readers; part of TIs.

•	Lights, finished walls, ceiling and floor tile provided in restrooms and exit corridors only; lights and unfinished walls in electrical rooms. Toilet exhaust at restrooms included. IT closets are part of TI construction except ground floor MPOE room.

•	Code required exit stairwells with painted walls, finished ceilings, handrails, lights and noise reducing epoxy sealed floors stairs and landings The center stairwell is open with exposed steel and cable railings; additional finishes installed by Tenant with TIs.

•	Exposed window wall system. Completed window assembly with painted metal frames.

•	Exterior building envelope insulation as per Title 24, roof insulation and firesafing are included. No drywall is included except in the core areas. Core walls are framed, drywalled and fire taped finish.

•	Code compliant paint grade finished wood and metal doors, complete with frame, trim and hardware, installed at all stairwells, toilet rooms and service areas. Finish mutually agreed to by Tenant and Landlord.

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•	Intumescent paint in lieu of fireproofing on steel beams/columns and center open stairwell, mutually agreed to by Landlord and Tenant.

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Women's and men's toilet rooms designed and constructed in compliance with current code requirements, laws and recommendations for size and quantity, including the Americans with Disabilities Act/Title 24, except that (1) Landlord will provide two additional toilet stalls and one additional sink per restroom and (2) the 2nd floor restrooms shall be designed and installed by Tenant. The design and finish, mutually approved by Landlord and Tenant, include the following:

o	Water (hot and cold) shall be provided for all toilet rooms.

o	Lavatory counters shall have high quality solid surface tops with recessed lavatories.

o	All faucets shall have auto-sensors.

o	Code required wet walls shall be finished with full height ceramic tile.

o	Includes floor drains.

o	The ceilings shall be painted with semi-gloss paint.

o	Toilet partitions shall be floor mounted; baked enamel or P-lam.

o	Urinal partitions shall be wall mounted.

o	Low flow toilets and urinals shall be wall mounted in all restrooms.

o	Code compliant lighting only.

•	All fixtures are porcelain and ADA compliant.

•	Accessories include:

o	Recessed seat cover dispenser

o	Recessed paper towel dispenser/waste receptacles

o	Recessed feminine napkin vendor

o	Recessed mounted roll toilet tissue dispensers

o	Handicap grab bar as required by code

o	Lavatory soap dispensers

•	One cold water line, two hot water lines, a sanitary waste and vent on every floor for Tenant's use, size to be mutually determined. All plumbing required for TIs, including any break areas, to be installed by Tenant as part of TIs.

•	An ADA accessible drinking water refrigerated fountain installed on each floor. Domestic water booster pump, if required.

•	Underslab plumbing to support TIs, mutually agreed by Landlord and Tenant.

•	Underground grease interceptor (1,000gal).

•	Built-up HVAC system: 760 tons of cooling with two rooftop chillers and two cooling towers, suitable for standard office use.

•	Supply and exhaust ductwork and air outlets for warm shell “core” areas installed by Landlord.

•	Rooftop boilers and hot water line vertically distributed and valved to each floor included.

•	Stairwell pressurization fans with vertical distribution as required to meet code.

•	Fire/smoke control system inclusive of smoke removal fans, damper and overriding controls at fire control room.

•	Tenant to install all additional exhaust and HVAC systems related to TIs, including connecting to the base building energy management system.

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•	Supplied by Tenant in TI construction. Landlord to provide a rooftop equipment pad within Landlord’s roof screen area for Tenant’s supplemental HVAC units or other equipment.

•	12KV primary service with 3,000amps for typical office use.

•	Normal power distribution system with vertical bus duct riser feeding lighting and power bus circuit breakers at each floor and rooftop HVAC.

•	Emergency distribution system consisting of standby generator, distribution board at ground floor with life safety and legally required automatic transfer switches, distribution boards and feeders.

•	Step-down transformers in electrical rooms on all upper floors provided.

•	Landlord to provide switchgear and panels in the main electrical room sufficient to distribute power to accommodate the core, landscape lighting, HVAC, elevators and fire alarm.

•	Power and lighting per 2013 Title 24 Requirements

•	Receptacles provided in the Landlord installed restrooms and exit corridors.

•	Downlights and specialty lighting provided in the Landlord installed restrooms and stairs.

•	Each building is to be separately metered. Landlord will coordinate with the utility companies to have meter installed at Landlord’s cost.

•	Landlord to upsize the 1,250KW code required emergency generator for Buildings E and F to 1,500KW for Tenant’s use.

•	No Backup Power Supply supplied by Landlord.

•	Emergency supply and exhaust fan service.

•	Emergency elevator service.

•	Emergency fire pump and tank per code.

•	Egress lighting to be fed by generator.

•	DAS system.

•	Major fire line throughout the building with sprinkler heads pointing up in unfinished interior space. Complete sprinkler assembly in Landlord installed restrooms and stairwells. Fire monitoring system for base building with core; adequately sized to allow tenant to expand as part of TIs.

•	Includes fire pump and water tanks, per code.

•	Monitoring provided for sprinklers, elevators and HVAC base building and core systems per code. Tenant to expand monitoring for TI.

•	Landlord to provide required Fire/Life Safety systems per code.

•	None provided. Supplied by Tenant in TI construction if desired by Tenant. Landlord to provide rough-in provisions at locations requested by Tenant.

•	Landlord will provide four 4” conduits into the ground floor MPOE room in each building from central underground telecom vaults on site which all service providers can access.

•	Tenant is responsible for distribution of its teledata/IT from the MPOE/IDF rooms to rest of the building.

•	Landlord will provide roof top space and conduit from the IDF room for Tenant's satellite dish. Tenant is responsible for installing its satellite dish.

•	Landlord is to install all surface parking and Parking Structure-P1 as shown on the Approved Plans, excluding Parking Structure-P2 and surface parking surrounding Parking Structure-P2 and Building G.

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•	Landlord is to provide landscape and hardscape at all common areas as shown on the Approved Plans, including added electrical and AV mutually agreed upon by Landlord and Tenant, but expressly excluding landscaping and hardscaping surrounding Building G and Parking Structure-P2.

•	Bike storage areas will be provided in Parking Structure-P1.

•	The landscaped areas are to be planted such that areas containing flowers shall mature within one year of initial occupancy. Areas planted with shrubs and trees shall mature within two years of initial occupancy.

•	All landscaped path of pedestrian travel areas to be lighted and irrigated with electrically controlled automatic systems.

•	No trash compactors.

•	Conduit from Parking Structure-P1 electrical room to 187 dual EV stations (374 parking spaces) in P1 North and 100 dual EV stations (200 parking spaces) in P1 South.

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Installation of 50 dual EV stations (supplied by Tenant) or 100 EV spaces in Parking Structure-P1 North (in each case half of which belong to and are allocated to Building E and half of which belong to and are allocated to Building F). Transformer and electrical panel breakers sized for 100 dual EV stations to allow for an additional 100 EV spaces to be installed by Tenant in the future (in each case half of which belong to and are allocated to Building E and half of which belong to and are allocated to Building F).

•	Installation of 100 dual EV stations (supplied by Landlord) or 200 EV spaces in Parking Structure-P1 South.

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•	The building is a steel frame structure with glass, metal and thin-shell concrete window wall system.

•	Interior brace frames with exterior moment frames.

•	Glass/metal frame entry doors.

•	Roof screen is included.

•	15’ floor-to-floor clearance on ground floor and 14’ on upper floors to allow for an 11’+/- ceiling height on the ground floor and a 10’ +/- finished ceiling on the upper floors.

•	Three stairs. Center stair to be open between floors 1-4 and floors 5-8.

•	15mil Stego vapor barrier installed under building slabs.

•	Ground floor and upper floor elevator lobbies to be completed by Tenant as part of TIs.

•	Floor flatness/levelness consistent with ASTM E1155/E 1155M.

•	The floors will be designed for structural loading capability that can accommodate the placement of furnishings, fixtures and equipment that is consistent with the needs of a typical office tenant (live load of 100psf), except structural components added for high density loads due to upsized rooftop HVAC equipment.

•	Exterior glass Title 24 compliant, insulated, free from scratches, nicks, cracks, marring and the intrusion of weather.

•	One 4,000lb and four 3,500lb capacity Mitsubishi Electric traction passenger elevators with a rated speed of 350fpm provided.

•	Center opening doors with 9’-3” cab finished ceiling height.

•	Finished interior cabs, except floors, which will be finished by Tenant to match Tenant’s ground floor lobby.

•	All elevator cars, lobby call lanterns and call buttons in compliance with all codes and regulations.

•	One 4,000lb 2-stop hydraulic freight elevator.

•	No elevator cars security card readers; part of TIs.

•	Lights, finished walls, ceiling and floor tile provided in restrooms and exit corridors only; lights and unfinished walls in electrical rooms. Toilet exhaust at restrooms included. IT closets are part of TI construction except ground floor MPOE room.

•	Code required exit stairwells with painted walls, finished ceilings, handrails, lights and noise reducing epoxy sealed floors stairs and landings The center stairwell is open with exposed steel and cable railings; additional finishes installed by Tenant with TIs.

•	Exposed window wall system. Completed window assembly with painted metal frames.

•	Exterior building envelope insulation as per Title 24, roof insulation and firesafing are included. No drywall is included except in the core areas. Core walls are framed, drywalled and fire taped finish.

•	Code compliant paint grade finished wood and metal doors, complete with frame, trim and hardware, installed at all stairwells, toilet rooms and service areas. Finish mutually agreed to by Tenant and Landlord.

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•	Women's and men's toilet rooms designed and constructed in compliance with current code requirements, laws and recommendations for size and quantity, including the Americans with Disabilities Act/Title 24, except that Landlord will provide two additional toilet stalls and one additional sink per restroom. The design and finish, mutually approved by Landlord and Tenant, include the following:

o	Water (hot and cold) shall be provided for all toilet rooms.

o	Lavatory counters shall have high quality solid surface tops with recessed lavatories.

o	All faucets shall have auto-sensors.

o	Code required wet walls shall be finished with full height ceramic tile.

o	Includes floor drains.

o	The ceilings shall be painted with semi-gloss paint.

o	Toilet partitions shall be floor mounted; baked enamel or P-lam.

o	Urinal partitions shall be wall mounted.

o	Low flow toilets and urinals shall be wall mounted in all restrooms.

o	Code compliant lighting only.

•	All fixtures are porcelain and ADA compliant.

•	Accessories include:

o	Recessed seat cover dispenser

o	Recessed paper towel dispenser/waste receptacles

o	Recessed feminine napkin vendor

o	Recessed mounted roll toilet tissue dispensers

o	Handicap grab bar as required by code

o	Lavatory soap dispensers

•	One cold water line, two hot water lines, a sanitary waste and vent on every floor for Tenant's use, size to be mutually determined. All plumbing required for TIs, including any break areas, to be installed by Tenant as part of TIs.

•	An ADA accessible drinking water refrigerated fountain installed on each floor. Domestic water booster pump, if required.

•	Underslab plumbing to support TIs, mutually agreed by Landlord and Tenant.

•	Underground grease interceptor for (2,000gal).

•	Built-up HVAC system: 760 tons of cooling with two rooftop chillers and two cooling towers plus roof top space for an additional chiller and cooling tower.

•	Supply and exhaust ductwork and air outlets for warm shell “core” areas installed by Landlord.

•	Rooftop boilers and hot water line vertically distributed and valved to each floor included.

•	Stairwell pressurization fans with vertical distribution as required to meet code.

•	Fire/smoke control system inclusive of smoke removal fans, damper and overriding controls at fire control room.

•	Tenant to install all additional exhaust and HVAC systems related to TIs, including connecting to the base building energy management system.

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•	Supplied by Tenant in TI construction. Landlord to provide a rooftop equipment pad within Landlord’s roof screen area for Tenant’s supplemental HVAC units or other equipment.

•	12KV primary service with 3,000amps for typical office use plus infrastructure for an additional 3,000amps for non-standard office use per Approved Plans.

•	Power distribution system with vertical bus duct riser feeding lighting and power bus circuit breakers at each floor and rooftop HVAC.

•	Emergency distribution system consisting of standby generator, distribution board at ground floor with life safety and legally required automatic transfer switches, distribution boards and feeders.

•	Step-down transformers in electrical rooms on all upper floors provided.

•	Landlord to provide switchgear and panels in the main electrical room sufficient to distribute power to accommodate the core, landscape lighting, HVAC, elevators and fire alarm.

•	Power and lighting per 2013 Title 24 Requirements

•	Receptacles provided in the Landlord installed restrooms and exit corridors.

•	Downlights and specialty lighting provided in the Landlord installed restrooms and stairs.

•	Each building is to be separately metered. Landlord will coordinate with the utility companies to have meter installed at Landlord’s cost.

•	Emergency Generator as required by code.

•	No Backup Power Supply supplied by Landlord.

•	Emergency supply and exhaust fan service.

•	Emergency elevator service.

•	Emergency fire pump and tank per code.

•	Egress lighting to be fed by generator.

•	DAS system.

•	Major fire line throughout the building with sprinkler heads pointing up in unfinished interior space. Complete sprinkler assembly in Landlord installed restrooms and stairwells. Fire monitoring system for base building with core; adequately sized to allow tenant to expand as part of TIs.

•	Includes fire pump and water tanks, per code.

•	Monitoring provided for sprinklers, elevators and HVAC base building and core systems per code. Tenant to expand monitoring for TI.

•	Landlord to provide required Fire/Life Safety systems per code.

•	None provided. Supplied by Tenant in TI construction if desired by Tenant. Landlord to provide rough-in provisions at locations requested by Tenant.

•	Landlord will provide four 4” conduits into the ground floor MPOE room in each building from central underground telecom vaults on site which all service providers can access.

•	Tenant is responsible for distribution of its teledata/IT from the MPOE/IDF rooms to rest of the building.

•	Landlord will provide roof top space and conduit from the IDF room for Tenant's satellite dish. Tenant is responsible for installing its satellite dish.

•	Landlord is to install all surface parking and Parking Structure-P2 as shown on the Site Plan.

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•	Landlord is to provide landscape and hardscape at all common areas surrounding the building and Parking Structure-P2 as shown on the Approved Plans.

•	Bike storage areas will be provided in Parking Structure – P2.

•	The landscaped areas are to be planted such that areas containing flowers shall mature within one year of initial occupancy. Areas planted with shrubs and trees shall mature within two years of initial occupancy.

•	All landscaped path of pedestrian travel areas to be lighted and irrigated with electrically controlled automatic systems.

•	One depressed and one grade level loading dock between Buildings G and H.

•	No trash compactors.

•	Conduit from Parking Structure – P2 electrical room to 75 dual EV stations (150 parking spaces) in Parking Structure – P2.

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•	The building is a steel frame structure with glass, metal and thin-shell concrete window wall system.

•	Interior brace frames with exterior moment frames.

•	Glass/metal frame entry doors.

•	Roof screen is included.

•	15’ floor-to-floor clearance on ground floor and 14’ on upper floors to allow for an 11’+/- ceiling height on the ground floor and a 10’ +/- finished ceiling on the upper floors.

•	Three stairs. Center stair to be open between floors 1-4 and floors 5-8.

•	15mil Stego vapor barrier installed under building slabs.

•	Ground floor and upper floor elevator lobbies to be completed by Tenant as part of TIs.

•	Floor flatness/levelness consistent with ASTM E1155/E 1155M.

•	The floors will be designed for structural loading capability that can accommodate the placement of furnishings, fixtures and equipment that is consistent with the needs of a typical office tenant (live load of 100psf), with structural components added for high density loads due to upsized rooftop HVAC equipment.

•	Exterior glass Title 24 compliant, insulated, free from scratches, nicks, cracks, marring and the intrusion of weather.

•	One 4,000lb and four 3,500lb capacity Mitsubishi Electric traction passenger elevators with a rated speed of 350fpm provided.

•	Center opening doors with 9’-3” cab finished ceiling height.

•	Finished interior cabs, except floors, which will be finished by Tenant to match Tenant’s ground floor lobby.

•	All elevator cars, lobby call lanterns and call buttons in compliance with all codes and regulations.

•	One 4,000lb 2-stop hydraulic freight elevator.

•	No elevator cars security card readers; part of TIs.

•	Lights, finished walls, ceiling and floor tile provided in restrooms and exit corridors only; lights and unfinished walls in electrical rooms. Toilet exhaust at restrooms included. IT closets are part of TI construction except ground floor MPOE room.

•	Code required exit stairwells with painted walls, finished ceilings, handrails, lights and noise reducing epoxy sealed floors stairs and landings The center stairwell is open with exposed steel and cable railings; additional finishes installed by Tenant with TIs.

•	Exposed window wall system. Completed window assembly with painted metal frames.

•	Exterior building envelope insulation as per Title 24, roof insulation and firesafing are included. No drywall is included except in the core areas. Core walls are framed, drywalled and fire taped finish.

•	Code compliant paint grade finished wood and metal doors, complete with frame, trim and hardware, installed at all stairwells, toilet rooms and service areas. Finish mutually agreed to by Tenant and Landlord.

•	Intumescent paint in lieu of fireproofing on steel beams/columns and center open stairwell, mutually agreed to by Landlord and Tenant.

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•	Women's and men's toilet rooms designed and constructed in compliance with current code requirements, laws and recommendations for size and quantity, including the Americans with Disabilities Act/Title 24, except that Landlord will provide two additional toilet stalls and one additional sink per restroom. The design and finish, mutually approved by Landlord and Tenant, include the following:

o	Water (hot and cold) shall be provided for all toilet rooms.

o	Lavatory counters shall have high quality solid surface tops with recessed lavatories.

o	All faucets shall have auto-sensors.

o	Code required wet walls shall be finished with full height ceramic tile.

o	Includes floor drains.

o	The ceilings shall be painted with semi-gloss paint.

o	Toilet partitions shall be floor mounted; baked enamel or P-lam.

o	Urinal partitions shall be wall mounted.

o	Low flow toilets and urinals shall be wall mounted in all restrooms.

o	Code compliant lighting only.

•	All fixtures are porcelain and ADA compliant.

•	Accessories include:

o	Recessed seat cover dispenser

o	Recessed paper towel dispenser/waste receptacles

o	Recessed feminine napkin vendor

o	Recessed mounted roll toilet tissue dispensers

o	Handicap grab bar as required by code

o	Lavatory soap dispensers

•	One cold water line, two hot water lines, a sanitary waste and vent on every floor for Tenant's use, size to be mutually determined. All plumbing required for TIs, including any break areas, to be installed by Tenant as part of TIs.

•	An ADA accessible drinking water refrigerated fountain installed on each floor. Domestic water booster pump, if required.

•	Underslab plumbing to support TIs, mutually agreed by Landlord and Tenant.

•	Underground grease interceptor (1,000gal).

•	Built-up HVAC system: 1,950 tons of cooling with three rooftop chillers and three cooling towers

•	Supply and exhaust ductwork and air outlets for warm shell “core” areas installed by Landlord.

•	Rooftop boilers and hot water line vertically distributed and valved to each floor included.

•	Stairwell pressurization fans with vertical distribution as required to meet code.

•	Fire/smoke control system inclusive of smoke removal fans, damper and overriding controls at fire control room.

•	Tenant to install all additional exhaust and HVAC systems related to TIs, including connecting to the base building energy management system.

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•	Supplied by Tenant in TI construction. Landlord to provide a rooftop equipment pad within Landlord’s roof screen area for Tenant’s supplemental HVAC units or other equipment.

•	12KV primary service with 3,000amps for typical office use plus an additional 3,000amps for non-standard office use per Approved Plans.

•	Power distribution system with vertical bus duct riser feeding lighting and power bus circuit breakers at each floor and rooftop HVAC.

•	Emergency distribution system consisting of standby generator, distribution board at ground floor with life safety and legally required automatic transfer switches, distribution boards and feeders.

•	Step-down transformers in electrical rooms on all upper floors provided.

•	Landlord to provide switchgear and panels in the main electrical room sufficient to distribute power to accommodate the core, landscape lighting, HVAC, elevators and fire alarm.

•	Power and lighting per 2013 Title 24 Requirements

•	Receptacles provided in the Landlord installed restrooms and exit corridors.

•	Downlights and specialty lighting provided in the Landlord installed restrooms and stairs.

•	Each building is to be separately metered. Landlord will coordinate with the utility companies to have meter installed at Landlord’s cost.

•	Landlord to upsize the 1,250KW code required emergency generator for Buildings E and F to 1,500KW for Tenant’s use.

•	No Backup Power Supply supplied by Landlord.

•	Emergency supply and exhaust fan service.

•	Emergency elevator service.

•	Emergency fire pump and tank per code.

•	Egress lighting to be fed by generator.

•	DAS system.

•	Major fire line throughout the buildings with sprinkler heads pointing up in unfinished interior space. Complete sprinkler assembly in Landlord installed restrooms and stairwells. Fire monitoring system for base building with core; adequately sized to allow tenant to expand as part of TIs.

•	Includes fire pump and water tanks, per code.

•	Monitoring provided for sprinklers, elevators and HVAC base building and core systems per code. Tenant to expand monitoring for TI.

•	Landlord to provide required Fire/Life Safety systems per code.

•	None provided. Supplied by Tenant in TI construction if desired by Tenant. Landlord to provide rough-in provisions at locations requested by Tenant.

•	Landlord will provide four 4” conduits into the ground floor MPOE room in each building from central underground telecom vaults on site which all service providers can access.

•	Landlord will provide four 4” conduits connecting Buildings E, F, G and H. Two conduits will be run underslab to the IDF rooms; two conduits will be run overhead to a mutually agreed upon location within the buildings.

•	Tenant is responsible for distribution of its teledata/IT from the MPOE/IDF rooms to rest of the building.

•	Landlord will provide roof top space and conduit from the IDF room for Tenant's satellite dish. Tenant is responsible for installing its satellite dish.

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•	Landlord is to install all surface parking and Parking Structure-P1 as shown on the Approved Plans, excluding Parking Structure-P2 and surface parking surrounding Parking Structure-P2 and Building G.

•	Landlord is to provide landscape and hardscape at all common areas as shown on the Approved Plans, including added electrical and AV mutually agreed upon by Landlord and Tenant, but expressly excluding landscaping and hardscaping surrounding Building G and Parking Structure-P2.

•	Landlord to provide an elevated pedestrian walkway between Building E and Building F.

•	Landlord to provide an outdoor amphitheater and three tension courtyard shelters.

•	Landlord to provide an outdoor basketball court.

•	Bike storage areas will be provided in Parking Structure-P1.

•	The landscaped areas are to be planted such that areas containing flowers shall mature within one year of initial occupancy. Areas planted with shrubs and trees shall mature within two years of initial occupancy.

•	All landscaped path of pedestrian travel areas to be lighted and irrigated with electrically controlled automatic systems.

•	Two depressed loading docks and one grade level loading dock provided in between Buildings E and F.

•	No trash compactors.

•	Conduit from Parking Structure-P1 electrical room to 187 dual EV stations (374 parking spaces) in P1 North and 100 dual EV stations (200 parking spaces) in P1 South.

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Installation of 50 dual EV stations (supplied by Tenant) or 100 EV spaces in Parking Structure-P1 North (in each case half of which belong to and are allocated to Building E and half of which belong to and are allocated to Building F). Transformer and electrical panel breakers sized for 100 dual EV stations to allow for an additional 100 EV spaces to be installed by Tenant in the future (in each case half of which belong to and are allocated to Building E and half of which belong to and are allocated to Building F).

•	Installation of 100 dual EV stations (supplied by Landlord) or 200 EV spaces in Parking Structure-P1 South.

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•	The building is a steel frame structure with glass and precast concrete window wall system.

•	Interior brace frames.

•	Glass/metal frame entry doors.

•	Roof screen is included.

•	16’ floor-to-floor clearance to allow for an 11’ +/- finished ceilings.

•	Roof deck off of second floor with a capacity of 50. Furniture provided by Tenant.

•	Two exit stairwells provided by Landlord.

•	Building slab and 15 mil Stego vapor barrier installed under building slab by Tenant as part of TIs.

•	Landlord to provide an outdoor seating area for cafeteria dining and a BBQ station adjacent to Building H as mutually agreed by Landlord and Tenant. Furniture provided by Tenant.

•	Four 4’x4’ skylights.

•	Floor flatness/levelness consistent with ASTM E1155/E 1155M.

•	The floors will be designed for structural loading capability that can accommodate the placement of furnishings, fixtures and equipment that is consistent with the needs of a typical office tenant - live load of 100psf. High density loads by Tenant are not anticipated.

•	Exterior glass Title 24 compliant, insulated, free from scratches, nicks, cracks, marring and the intrusion of weather.

•	One passenger elevator is provided.

•	Center opening doors with 9’-3” cab finished ceiling height.

•	Finished interior cab, except floor, which will be finished by Tenant to match Tenant’s interior space.

•	Elevator car, call lantern and call buttons in compliance with all codes and regulations.

•	No service elevator provided.

•	No elevator cars security card readers; part of TIs.

•	Lights, finished walls, ceiling and floor tile provided in exit corridors only; lights and unfinished walls in electrical rooms. IT closets are part of TI construction except ground floor MPOE room.

•	Exposed window wall system. Completed window assembly with painted metal frames.

•	Exterior building envelope insulation as per Title 24, roof insulation and firesafing are included. No drywall is included except in the core: elevator, electrical room and stair as needed. Core walls are framed, drywalled and fire taped finish.

•	Code compliant paint grade finished doors, complete with frame, trim and hardware, installed in stairwell and service areas. Finish mutually agreed to by Tenant and Landlord.

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•	Tenant shall install window blinds and/or shades as part of TIs, subject to Landlord approval.

•	Toilet rooms installed by Tenant as part of TIs.

•	One 1” cold water line, two ¾” hot water lines, a sanitary waste and vent on second floor for Tenant's use. All plumbing required for TIs, including any cafeterias, break areas, toilet rooms, locker rooms and fitness centers, to be installed by Tenant as part of TIs.

•	Underground 1,500gal grease interceptor.

•	ADA accessible drinking water refrigerated fountains required by code installed by Tenant as part of TIs.

•	Sufficient capacity of HVAC with energy management controls provided by Landlord.

•	Rooftop boiler and hot water line vertically distributed and valved to each floor included.

•	Tenant to install all additional exhaust and HVAC systems related to TIs, including connecting to the base building energy management system.

•	Supplied by Tenant in TI construction. Landlord to provide a rooftop equipment pad within Landlord’s roof screen area for Tenant’s supplemental HVAC units or other equipment.

•	Transformer and 800amp main switchboard with a house panel required for 277/480 volt service provided per SVP specifications. Landlord to provide switchgear and panels in the main electrical room sufficient to distribute power to accommodate the core HVAC, elevators and fire alarm.

•	Downlights and specialty lighting provided in Landlord’s installed stairwell.

•	Building is to be separately metered. Landlord will coordinate with the utility companies to have meter installed at Landlord’s cost.

•	No Emergency/Backup Power Supply and/or Generators supplied by Landlord for Tenant’s use.

•	Emergency elevator service included if required by code.

•	Emergency Generator if required by code.

•	Egress lighting is battery back-up.

•	Major fire line throughout the building with sprinkler heads pointing up in unfinished interior space. Complete sprinkler assembly in Landlord installed stairwell. Fire monitoring system for base building with core; adequately sized to allow tenant to expand as part of TIs.

•	Monitoring provided for sprinklers, elevators and HVAC base building and core systems per code. Tenant to expand monitoring for TI.

•	Landlord to provide code required fire alarm sounding devices and strobe lights in base building and core areas.

•	None provided. Supplied by Tenant in TI construction if desired by Tenant. Landlord to provide rough-in provisions at locations requested by Tenant.

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•	Landlord to provide four 4” conduits into the ground floor MPOE room from central underground telecom vaults on site which connect all of tenant’s buildings to each other and allow service providers access.

•	Tenant is responsible for distribution of its teledata/IT from the MPOE/IDF rooms to rest of the building.

•	Landlord will provide roof top space for Tenant's satellite dish. Tenant is responsible for installing its satellite dish.