SecProbe.io

Mail Stop 4561

February 16, 2016

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
4401 Great America Parkway
Santa Clara, California 95054

Re: Palo Alto Networks, Inc.
Form 8-K
Filed November 23, 2015
Form 10-K for the  Fiscal Year Ended July 31, 2015
Filed September 17, 2015
File No. 001 -35594

Dear Mr. McLaughlin :

We have reviewed your filing s and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 8 -K filed on November 23, 2015

1. We note on page 9 that your Non-GAAP weighted -average shares used to compute
diluted net income per share includes the potentially dilutive effect of employee equity
incen tive plan awards and convertible senior notes  outstanding.  Please reconcile the 5.6
million weighted -average effect of potentially dilutive securities , included in your Non-
GAAP weighted -average shares , with the 20.1 million excluded from your computation
of diluted net loss per share  on page 13 of you r most recent Form 10 -Q.  In addition,

Mark D. McLaughlin
President and CEO
February 16, 2016
Page 2

 please explain why the $0.7 million of non-cash interest expense related to the
convertible notes , included in your reconciliation of Non-GAAP diluted net income per
share, will not require cash to settle.

Form 10 -K for the Fiscal Year Ended July 31, 2015

Item 7.  Management’s Discussion and Analysis of Financial Conditio n and Results of
Operations

Results of Operations, page 45

2. We note that sales and marketing expens e represents approximately 56.3% and 56% of
the total revenues during fiscal 2015 and 2014.  We further note that s ales and marketing
expense consists primarily of personnel costs, including commission costs  and also
includes costs for market development p rograms, promotional and other marketing costs,
travel costs, professional services, and allocated costs.  Please tell us your consideration of
providing enhanced quantitative and qualitative disclosures that separately discuss  the
components of selling and  marketing expense.  This appears to be important and material
information necessary to understanding and evaluating your results of operations.  We
refer to you SEC Interpretive Release No. 33 -8350.

Provision for Income Taxes, page 48

3. We note from your  income tax and segment disclosures in Notes 12 and 15, on pages 81
and 85 respectively, what appear to be disproportionate relationships among domestic
and foreign revenues, pre -tax income (losses) and related provisions both within and
across the three y ears presented.  For example, the relationship of your non -U.S. revenues
to non -U.S. pre -tax loss and related foreign tax provision appears to require expanded
MD&A disclosures as to how your mix of geographic revenues and related income tax
planning has h istorically impacted or is reasonably likely to impact future results of
operations and financial position.  Please explain the material components of foreign
effective income tax rates and their importance in understanding U.S. and non -U.S.
contributions to your results of operations.  Tell us how you would consider revision to
MD&A to explain the foregoing issues in future filings.

4. In addition , please also explain the nature of and basis for the $51.3 million of additions
for tax positions taken in fisca l 2015 presented in your gr oss unrecognized tax be nefit
reconciliation  in Note 12, page 84.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Mark D. McLaughlin
President and CEO
February 16, 2016
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479  if you have
any questions regarding  comments on the financial statements and related matters .  Please
contact me at (202) 551 -3226  with an y other questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant
Office of Information
        Technologies and Services