SecProbe.io

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 [Palo Alto Networks, Inc. Letterhead]
 September 29, 2025 VIA EDGAR
 Marion Graham Division of Corporation Finance
 Office of Technology Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Palo Alto Networks, Inc.
 Registration Statement on Form S-4
 File No. 333-290235
 Request for Effectiveness Dear Marion
Graham: Reference is made to the Registration Statement on Form S-4 (File No. 333-290235)
filed by Palo Alto Networks, Inc. (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on September 12, 2025, as amended on September 26, 2025 (the “ Registration
Statement ”). The Company hereby requests the Registration Statement be made effective at 9:00 a.m., Eastern Time, on
September 30, 2025, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended. The Company hereby authorizes Jacob A. Kling of Wachtell, Lipton, Rosen & Katz to orally
modify or withdraw this request for acceleration. Please contact Jacob A. Kling of Wachtell, Lipton, Rosen & Katz at (212) 403-1003 or JAKling@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify him when this request for acceleration of effectiveness of the
Registration Statement has been granted. [ Signature Page Follows ]

 Very truly yours,

 PALO ALTO NETWORKS, INC.

 By:

 /s/ Bruce Byrd

 Name:

 Bruce Byrd

 Title:

 Executive Vice President and General Counsel

 cc:
 Jacob A. Kling, Wachtell, Lipton, Rosen & Katz
 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 19, 2025

Nikesh Arora
Chief Executive Officer
Palo Alto Networks Incorporated
3000 Tannery Way
Santa Clara, California 95054

 Re: Palo Alto Networks Incorporated
 Registration Statement on Form S-4
 Filed September 12, 2025
 File No. 333-290235
Dear Nikesh Arora:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jacob Kling
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 13, 2024
Dipak Golechha
Chief Financial Officer
Palo Alto Networks Inc.
3000 Tannery Way
Santa Clara, CA 95054
Re:Palo Alto Networks Inc.
Form 10-Q for Fiscal Quarter Ended January 31, 2024
File No. 001-35594
Dear Dipak Golechha:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

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Document

April 30, 2024

Via EDGAR

Ms. Claire DeLabar

Mr. Robert Littlepage

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington DC 20549

Re:    Palo Alto Networks, Inc.

Form 10-Q for Fiscal Quarter Ended January 31, 2024

File No. 001-35594

Dear Ms. DeLabar and Mr. Littlepage:

Palo Alto Networks, Inc. (the “Company”, “we,” “us,” or “our”) received your letter dated April 11, 2024 (the “Comment Letter”) containing comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Form 10-Q for the fiscal quarter ended January 31, 2024.

In this letter, our response is prefaced by the text of the Staff’s corresponding comment in bold text for convenience. In further response to the Comment Letter, we have supplementally expanded our Income Tax footnote disclosure in our Form 10-Q to be filed on or around May 20, 2024.

1.We note that as of January 31, 2024, your analysis of all positive and negative evidence resulted in a conclusion that it is more likely than not that deferred tax assets will be realizable based on recent profitability and continued forecasted income. This conclusion resulted in recording a deferred tax benefit of $3.2 billion, deferred tax expense of $1.7 billion and a net tax benefit of $1.5 billion in the three month period ended January 31, 2024. Please expand the discussion of income tax to include a detailed discussion of the reason for the amount and timing of the change in valuation allowance in the three month period ended January 31, 2024. Describe the facts and circumstances surrounding the recognition of the "deferred tax expense of $1.7 billion for the U.S. federal indirect tax effect of foreign deferred taxes." In this regard, please supplementally tell us and expand the discussion to explain the timing of your recognition of the expense and the nature and timing of the foreign deferred taxes. Also, describe in detail any related trends in profitability underlying your analysis pursuant to Item 303(b)(2)(ii) of Regulation S-K.

Securities and Exchange Commission

April 30, 2024

Page 2

We determined in the fiscal quarter ended January 31, 2024 that it was more likely than not that certain deferred tax assets would be realized. In reaching this conclusion, all available positive and negative information was considered with more weight given to the evidence that is objectively verifiable. Principally, we considered our historic results of operation and expectations of future results of operation.

In considering our historical results, we note that Accounting Standard Codification (“ASC”) 740-10-30-23 establishes that “A cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” ASC does not define “cumulative loss in recent years”, however, many believe a starting point is to consider a three-year period. This is because, while non-authoritative, the Financial Accounting Standards Board (“FASB”) previously noted in the Basis for Conclusion of Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes that the FASB considered losses in the context of a three-year period.

Through the fiscal year ended July 31, 2023, our three-year historic consolidated cumulative loss before tax was $106 million, which included loss before tax of $465 million and $207 million for fiscal years ended 2021 and 2022, respectively, and income before tax of $566 million for fiscal year ended 2023. As of January 31, 2024, we forecasted three-year consolidated cumulative income for fiscal years 2022, 2023 and 2024 and for the relevant jurisdictions, including the United States (“U.S.”) and the United Kingdom (“U.K.”). Importantly, the fiscal year 2021 loss before tax of $465 million is replaced by fiscal year 2024 forecasted income before tax. Further, the three-year period comprised ten quarters of actual results of operations and two quarters of forecasted results of operations. The actual cumulative income before taxes for the ten quarters was $777 million. The forecast for the remaining two quarters, historically our strongest, of fiscal year 2024 was income before tax and in our judgment sufficiently strong to provide confidence that we would remain in a three-year cumulative income position at the end of fiscal year 2024. It's highly unlikely for us to be in a three-year cumulative loss position at the end of fiscal year 2024, as it would require significant losses in the remaining two quarters of fiscal year 2024, surpassing our total loss before taxes in fiscal years 2021 and 2022 combined. We also considered macroeconomic, geopolitical and industry conditions and their impact, or lack thereof, on our business. We have confidence in our business plans resulting in continued income before tax for the foreseeable future given our increasing profitability and proven ability to reasonably forecast. Accordingly, we concluded that our fiscal quarter ended January 31, 2024 was the appropriate time to release our valuation allowance.

The valuation allowance release of $3.2 billion during our fiscal quarter ended January 31, 2024 was for our U.S. federal, U.S. states other than California, and the U.K. The U.S. deferred tax assets (excluding California) were $1.1 billion and largely consisted of capitalized research expenditures and accelerated recognition of deferred revenue for tax purposes. U.S. tax carryforwards (including net operating losses and tax credits) are expected to be fully utilized to the extent allowable by law.  The U.K. deferred tax assets were $2.1 billion and largely consisted of basis differences in intangible assets and related net operating losses expected to be utilized in

Securities and Exchange Commission

April 30, 2024

Page 3

future years. A full valuation allowance for California remains because we have not met the “more likely than not” realization criterion. We expect future research and development tax credit generation in California to exceed our ability to use the existing tax credits.

Additionally, during our fiscal quarter ended January 31, 2024, we recognized a deferred tax liability and tax expense of $1.7 billion for the U.S. federal tax effect of our future U.K. tax deductions. This indirect effect is the future incremental tax in the U.S. resulting from decreased foreign tax credits available to offset U.S. federal income tax related to the global intangible low-taxed income inclusion. The decreased foreign tax credits are attributable to reduced taxable income and less tax paid in the U.K. as a result of our expected utilization of the $2.1 billion U.K. deferred tax asset. The recognition of the deferred tax liability and tax expense is consistent with our accounting policy1 to account for deferred taxes relating to global intangible low-taxed income rather than accounting for the incremental expense (or benefit) in future periods of reversal.

Finally, we believe we have complied with the requirements of Item 303(b)(2)(ii) of Regulation S-K in describing material trends affecting our profitability. Specifically, we respectfully highlight that we described the possibility of the valuation allowance reversal in the Income Tax footnote within our Notes to Condensed Consolidated Financial Statements and the Provision for Income Taxes section within our Management’s Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-Q for the period ended October 31, 2023:

“Due to recent profitability, a reversal of our valuation allowance in certain jurisdictions in the near future is reasonably possible.”

In response to the staff’s comments, we will enhance our disclosure regarding the nature, amount, and timing of our valuation allowance in our Form 10-Q for the period ending April 30, 2024. Specifically, we expect to revise our Income Tax footnote as follows (presented as tracked changes with additions underlined and deletions struck from our footnote 12. Income Tax included on our Form 10-Q for the period ended January 31, 2024):

We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all the deferred tax assets will not be realized. As of January 31, 2024, basedBased on our analysis of all positive and negative evidence during the fiscal quarter ended January 31, 2024, we concluded it is more likely than not that our U.S. federal, U.S. states other than California, and United Kingdom deferred tax assets will be realizable based on our recent

1 As described in footnote 1. Description of Business and Summary of Significant Accounting Policies on page 67 of our Form 10-K filed on September 1, 2023 and consistent with the guidance included in the FASB Staff Q&A Topic 740, No. 5-Accounting for Global Intangible Low-Taxed Income.

Securities and Exchange Commission

April 30, 2024

Page 4

profitability and continued forecasted income. In making these judgments, we considered our recent and expected ongoing profitability, which supports our conclusion of the realization of the deferred tax assets. We continue to maintain a valuation allowance for our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criterion. We expect future research and development tax credit generation in California to exceed our ability to use the existing tax credits.

As a result of the valuation allowance release, we recognized a deferred tax benefit of $3.2 billion for the U.S. federal, U.S. states other than California, and United Kingdom deferred tax assets. Our U.S. federal and state deferred tax assets largely consist of capitalized research expenditures and accelerated recognition of deferred revenue for tax purposes. U.S. tax carryforwards (including net operating losses and tax credits) are expected to be fully utilized to the extent allowable by law. Our United Kingdom deferred tax assets largely consist of basis differences in intangible assets and related net operating losses expected to be utilized in the future.

In addition, we recognized a deferred tax expense of $1.7 billion for the U.S. federal indirect tax effect of foreign deferred taxes consistent with our policy to record deferred tax assets for basis differences relating to our global intangible low-taxed income. Accordingly, during the three and six months ended January 31, 2024, we recognized a net tax benefit of $1.5 billion relating to our valuation allowance release. We will continue to monitor the need for a valuation allowance on our deferred tax assets.

Please direct any questions with respect to this response to the undersigned at jpaul@paloaltonetworks.com.

Sincerely,

/s/ Josh Paul

Josh Paul

Senior Vice President and Chief Accounting Officer

cc:

 Nikesh Arora, Chief Executive Officer and Chairman, Palo Alto Networks, Inc.

 Dipak Golechha, Chief Financial Officer, Palo Alto Networks, Inc.

 Bruce Byrd, General Counsel, Palo Alto Networks, Inc.

 Richard Jackson, Ernst & Young LLP

United States securities and exchange commission logo
April 11, 2024
Dipak Golechha
Chief Financial Officer
Palo Alto Networks Inc.
3000 Tannery Way
Santa Clara, CA 95054
Re:Palo Alto Networks Inc.
Form 10-Q for Fiscal Quarter Ended January 31, 2024
File No. 001-35594
Dear Dipak Golechha:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended January 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Provision for (Benefit from) Income Taxes , page 34
1.We note that as of January 31, 2024, your analysis of all positive and negative evidence
resulted in a conclusion that it is more likely than not that deferred tax assets will be
realizable based on recent profitability and continued forecasted income. This conclusion
resulted in recording a deferred tax benefit of $3.2 billion, deferred tax expense of $1.7
billion and a net tax benefit of $1.5 billion in the three month period ended January 31,
2024. Please expand the discussion of income tax to include a detailed discussion of the
reason for the amount and timing of the change in valuation allowance in the three month
period ended January 31, 2024. Describe the facts and circumstances surrounding the
recognition of the "deferred tax expense of $1.7 billion for the U.S. federal indirect tax
effect of foreign deferred taxes." In this regard, please supplementally tell us and expand
the discussion to explain the timing of your recognition of the expense and the nature and
timing of the foreign deferred taxes. Also, describe in detail any related trends in
profitability underlying your analysis pursuant to Item 303(b)(2)(ii) of Regulation S-K.

 FirstName LastNameDipak Golechha
 Comapany NamePalo Alto Networks Inc.
 April 11, 2024 Page 2
 FirstName LastName
Dipak Golechha
Palo Alto Networks Inc.
April 11, 2024
Page 2
            In closing, 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.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
January 19, 2022
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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jose F. Macias

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 November 18, 2021

 Via
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

 Attention:    Anna Abramson

 Mitchell Austin

Re:
 Palo Alto Networks, Inc.

Form 10-K for Fiscal Year Ended July 31, 2021

File No. 001-35594

Ladies and Gentlemen:

 Palo Alto Networks, Inc.
(the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated October 27, 2021,
relating to the above referenced filing.

 In this letter, the Company has recited the comments from the Staff in italicized, bold type and
has followed each comment with the Company’s response. Unless we note otherwise, references to prior Staff comments are to Staff comments in the Staff’s letter to the Company dated September 15, 2021 and references to prior Company
responses are to the Company’s response letter to the Staff dated October 6, 2021.

 Form 10-K for
Fiscal Year Ended July 31, 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.

 Securities and Exchange Commission

November 18, 2021

  Page
 2

 In response to the Staff’s comment, we respectfully advise the Staff that, in our
response to prior comment 2, we did not refer to difficulties in assessing the timing and effect of pending climate-related laws or regulations on us and our business. Generally, we have not experienced such difficulties, as climate-related laws or
regulations have not had a material impact on our business, financial condition or results of operations, as described in our prior response.

We have a process to evaluate and assess pending or expected climate-related laws and regulations. We have an internal cross-functional policy
working committee (the “Climate Committee”) focussed on climate, clean energy and sustainability policy issues, that meets regularly to monitor and analyze potential and pending climate-related laws and regulations and their impact
on us. The Climate Committee regularly reports to our Senior Director of Global Corporate Responsibility and to senior management, which reports to the Board of Directors of the Company, regarding enacted or pending climate-change related laws and
regulations. Our Senior Director of Global Corporate Responsibility also reports to our Disclosure Committee. In addition, we partner with external, reputable, non-governmental organizations
(“NGOs”), including the Information Technology Industry Council (“ITI”), and the non-profit organization Ceres and the Renewable Energy Buyers Alliance
(“REBA”), to keep abreast of current governmental policies and their potential outcomes, and to advocate for impactful climate and clean energy legislation. Our Climate Committee works together with our government policy team and
enterprise risk management function to consider holistically the impact of pending or expected laws and regulations on us.

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.

 In response to the Staff’s comment, we respectfully advise the Staff that we consider transition risks as
those specific, potential climate-related risks that could have a substantive impact on our business, such as power outages, disruption of our supply chain (either in the case of our hardware products, with respect to the manufacturing or delivery
of those products, or in the case of our cloud-delivered services, data center operations), employee health impacts, or reputational damage from negative media or legal actions.

 Bruce R. Byrd, EVP
& General Counsel | 202.286.2676 | bbyrd@paloaltonetworks.com | 3000 Tannery Way, Santa Clara, CA 95054 |

 Securities and Exchange Commission

November 18, 2021

  Page
 3

 Our firewall hardware products consist of computer hardware appliances with a range of
cybersecurity capabilities, from those designed for small organizations and remote or branch offices, to those designed for large-scale data centers and service provider use. Our consumer product offering, launched recently after the end of the
fiscal year that is covered by the Company’s Annual Report on Form 10K for the fiscal year ended July 31, 2021 (the “Annual Report”), is a hardware product and is subject to the same risks as our other hardware products.
We actively monitor for climate-change and non-climate change related supply chain events and all events are managed through our and our partners’ supply chain risk mitigation processes. We did not
experience any disruptions in our hardware supply chain due to climate-change related weather events in fiscal 2021.

 Our software-based
(digital) cybersecurity products include our firewall cybersecurity products, delivered through virtual and containerized form factors, as well as our Prisma Cloud, Prisma Access and Cortex cloud security offerings. All of these products are
digitally delivered to customers, meaning transition risks (such as drought, flooding, freezing, etc.) are very low due to the ability to instantaneously move computing, storage, and networking to other regions that are not experiencing any climate
impact. We contract with multiple cloud service providers and maintain resiliency in our networks that provide these digital cybersecurity products and services to customers. We did not experience any disruptions in the delivery of our
software-based (digital) cybersecurity products due to climate-change related weather events in fiscal 2021.

 With respect to our prior
response, we respectfully advise the Staff that we were referring to normal supply chain issues that are a normal part of the business. In fiscal 2021, we managed our supply chain so that we were able to deliver our products and services in a timely
manner to customers. For further information regarding the transition risks applicable to us, we direct the Staff to our Response #4 below.

 Bruce R. Byrd, EVP
& General Counsel | 202.286.2676 | bbyrd@paloaltonetworks.com | 3000 Tannery Way, Santa Clara, CA 95054 |

 Securities and Exchange Commission

November 18, 2021

  Page
 4

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.

 In response to the Staff’s comment, we respectfully advise the
Staff that we did not incur material capital expenditures or compliance costs during fiscal 2021 related to our environmental initiatives and we do not currently expect to incur such material expenditures or costs.

To provide further detail, we supplementally advise the Staff that our capital expenditures and compliance costs in fiscal 2021 related to
environmental initiatives totaled approximately $0.4 million, consisting of:

1.
 Partnering with our local utility to procure renewable energy certificates (RECs) to run our headquarters
office in Santa Clara, California (our largest operational footprint, representing over 60% of our total global square footage of office space) with renewable energy.

2.
 Procuring (a) US wind energy RECs to offset the rest of our US footprint (representing 12% of our total
global square footage of office space) and (b) carbon offsets to cover the rest of our global footprint and all of our business travel.

3.
 Other costs included hiring an external sustainability advisory resource, subscribing to a digital platform for
warehousing sustainability data, and engaging a third party consulting firm to support our ESG reporting.

 Our revenues
for fiscal 2021 were approximately $4.3 billion. In fiscal 2021, our GAAP operating loss was $304.1 million. In the context of our total revenues and operating loss, we determined that the total cost of our environmental initiatives, as
described above, of approximately $0.4 million in fiscal 2021, was not material to our business, financial conditions or results of operations. We declared and committed to our environmental sustainability programs in fiscal 2021. Prior to that
time, in fiscal 2020 and in prior years, we did not specifically track costs related to environmental initiatives. We believe our environmental efforts in fiscal 2020 were less than what we undertook in fiscal 2021.

 Bruce R. Byrd, EVP
& General Counsel | 202.286.2676 | bbyrd@paloaltonetworks.com | 3000 Tannery Way, Santa Clara, CA 95054 |

 Securities and Exchange Commission

November 18, 2021

  Page
 5

 In our proxy statement, we have disclosed our goal to be carbon neutral by 2030 and in fiscal
2021, we took the steps outlined above toward this goal. To reach our goal by 2030, we anticipate incurring similar types of costs and expenses each year. While we expect to budget for similar and increasing expenditures annually, we believe that
these costs will not be material to our business, financial conditions or results of operations in the next 24 months. Our budget for environmental initiatives in fiscal 2022 is approximately $0.5 million.

As described above, we assessed the materiality of these expenditures and determined that they were not material to our business, financial
conditions or results of operations. Under Rule 12b-20 of the Securities and Exchange Act of 1934, as amended, as the disclosures in our Annual Report should include material information, we decided the
disclosure of these amounts was not required in our Annual Report.

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.

 With respect to material indirect
consequences of climate-related regulations or business trends, the factors listed in the prior Staff comment letter were:

1.
 decreased demand for goods and services that produce significant greenhouse gas emissions or are related to
carbon-based energy sources;

2.
 increased demand for goods and services that result in lower emissions than competing products;

3.
 increased competition to develop innovative new products and services that result in lower emissions; and

4.
 any anticipated reputational risks resulting from operations or products that produce material greenhouse gas
emissions.

 Bruce R. Byrd, EVP
& General Counsel | 202.286.2676 | bbyrd@paloaltonetworks.com | 3000 Tannery Way, Santa Clara, CA 95054 |

 Securities and Exchange Commission

November 18, 2021

  Page
 6

 As a business, our products and services indirectly produce greenhouse gas emissions due to
the energy used to (a) manufacture our products, (b) power data centers to deliver our software products and services and (c) power offices for our staff. With respect to our level of greenhouse gas emissions, we have a clear
understanding of our emissions and we measure, report and set goals to reduce and eliminate them. However, we believe our products and services do not produce significant greenhouse gas emissions. Accordingly, regarding factors #1 and #2, we
respectfully advise the Staff that we believe our goods and services, consisting of (a) computer hardware appliances, (b) digitally delivered software services and (c) cybersecurity consulting, technical advisory and support services,
do not produce significant greenhouse gas emissions.

 Regarding factor #3, we are subject to competition to develop innovative, energy
efficient products that effectively address cyber threats. While lower emissions are not a key differentiating factor for products in our field, one way that we have developed energy-efficient products and services is by providing our products and
services through a cloud-delivered software as a service. We remain committed to providing our hardware products and in addition, we have embraced the digitally delivered cloud services part of our business. Our digitally delivered cloud software
services eliminate the need for heavy, material intensive, physical processes and contribute to proliferating a digital, clean energy, low-carbon economy. We believe these digitally delivered, cloud software
services are a competitive advantage for us and are leading to increased, incremental sales opportunities for our business, due to all of the factors above, when compared to competitors that have not set ambitious sustainability goals.

Regarding factor #4, “any anticipated reputational risks resulting from operations or products that produce material greenhouse gas
emissions,” as described above, we track, report on, and work to mitigate, our greenhouse gas emissions. However, unlike a manufacturer of products, such as automobiles, whose products emit greenhouse gases, our products and services do not
emit greenhouse gases. Our business operations, consisting of engineering product development of our software and hardware products and general and administrative staff, and our products and services do not produce material greenhouse gas emissions.
Accordingly, we do not anticipate incurring reputational risks from our operations or products.

 Bruce R. Byrd, EVP
& General Counsel | 202.286.2676 | bbyrd@paloaltonetworks.com | 3000 Tannery Way, Santa Clara, CA 95054 |

 Securities and Exchange Commission

November 18, 2021

  Page
 7

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.

 In response to the Staff’s comment, we respectfully advise the Staff that we have not experienced any
material physical effects of climate change on our operations or results.

 In February 2021, we experienced unusual freezing temperatures
at our Texas leased office facility which might be attributable to climate-change. The freezing temperatures caused damage to an automatic transfer switch at the office, which resulted in the office being on generator power for seven days and also
caused landscaping damage. Due to this incident, we incurred approximately $0.1 million in costs for the oil to run the generator, for repairs, and miscellaneous other expenses. In the context of our total revenues and operating loss as set
forth in response #3 above, we determined that these costs and expenditures were not

CORRESP
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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

 650 Page
Mill Road

 Palo Alto, California 94304-1050

O: 650.493.9300

F: 650.493.6811

 November 3, 2021

 Via
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

Attention:

Anna Abramson

Mitchell Austin

Re:
 Palo Alto Networks, Inc.

Form 10-K for Fiscal Year Ended July 31, 2021

File No. 001-35594

Ladies and Gentlemen:

 On behalf of Palo Alto
Networks, Inc. (the “Company”), this letter is to confirm that the Company has received additional comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated October 27, 2021, relating to the above referenced filing. The Company is in the process of preparing a response and requires additional time to review the proposed response internally and with its outside counsel. We
respectfully advise the Staff that we anticipate providing the Company’s response to your letter on or before November 19, 2021.

Thank you for your courtesy and cooperation in this matter.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jose F. Macias

Jose F. Macias

cc:
 Bruce Byrd, Palo Alto Networks, Inc.

Kevin Espinola, Palo Alto Networks, Inc.

AUSTIN        BEIJING        BOSTON
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

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.

 FirstName LastNameNikesh Arora
 Comapany NamePalo Alto Networks, Inc.
 October 27, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Jose F. Macias

CORRESP
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CORRESP

 October 6, 2021

 Via
Edgar

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

Attention:

Anna Abramson

Mitchell Austin

Re:
 Palo Alto Networks, Inc.

Form 10-K for Fiscal Year Ended July 31, 2021

File No. 001-35594

Ladies and Gentlemen:

 Palo Alto Networks, Inc.
(the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 15,
2021, relating to the above referenced filing.

 In this letter, the Company has recited the comments from the Staff in italicized, bold
type and have followed each comment with the Company’s response.

 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.

 Securities and Exchange Commission

October 6, 2021

  Page
 2

 Please be advised that the Company has not published or posted a Corporate Social
Responsibility report on its website. The Company’s website does provide an overview of the Company’s Corporate Responsibility vision, as the Company believes that corporations should be good stewards of the environment even if the impact
of climate change and environmental matters has not had a material impact on the corporation. In addition, the Company’s website contains a link to a document titled “Our Approach to Environmental, Social & Governance (ESG)
Practices” which references the Company’s participation in CDP Climate Change 2020 and CDP Climate Change 2021, including links to its submissions in respect thereto.

For purposes of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31,
2021 (the “Annual Report”), the Company provided the environmental disclosure referenced by the Staff in its comment letter, which provided the Company’s stockholders with awareness of the Company’s overall commitment to
environmental matters in the broader context of environmental, social and governance (“ESG”) matters. The Company’s Annual Report also contains risk factor disclosures regarding the potential impact of environmental laws and
regulations on its operations, which are also disclosed in our 2021 CDP Climate Change submission (posted on our website). Although the future impact is currently uncertain (see pages 33 and 34 of the Annual Report), this risk factor disclosure sets
forth the Company’s current assessment of the material risks to the Company arising from climate and environmental matters. Accordingly, the Company believes that the disclosure contained in the Annual Report satisfies the requirements of
Regulation S-K, and the Company also believes that additional disclosure in the Annual Report was not necessary in order to make other statements made by a Company materially accurate or not misleading.

The Company is aware of the Commission’s recent statements that climate change disclosure is a priority and stockholders may have an
interest in learning more about the Company’s commitments related to climate change and the environment. The Company considered and assessed whether to include additional disclosures in the Annual Report, and determined that the Annual Report
should contain a general description of the Company’s commitments to climate change and the risks to the Company presented by environmental matters because such items could be viewed as material to the Company. However, given that climate
change and the environment have not had a material impact on the Company’s business, financial condition or results of operations, the Company determined that additional detail was not required for the Annual Report. Although the Company
believes that it has met its disclosure obligations in the Annual Report, the Company intends to provide further disclosures relating to climate and environmental matters in the Company’s proxy statement for its 2021 annual meeting of
stockholders, which will be held in December 2021. The Company also intends to post a CSR report to its website during the fourth calendar quarter of 2021. The Company believes this additional proxy disclosure and the CSR report will provide its
stockholders with a

 Securities and Exchange Commission

October 6, 2021

  Page
 3

deeper understanding of the Company’s commitment to climate and the environment, as well as contain additional discussion of the Company’s undertakings in respect thereto. The Company
is providing this additional information not because it believes that such information is material; it is providing this additional information because it believes that corporations should be good stewards of the environment, even though climate
change and environmental matters have not had a material impact on the Company’s business, financial condition or results of operations.

 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.

 On page 13 of the Annual Report, the Company disclosed that, on its own initiative, it has aligned with the
Paris Agreement and sets forth three strategies to reach the Company’s goal of being carbon neutral by 2030. The Company does not currently believe that any climate change related legislation, regulations or international accords have or are
expected to have a material impact on the Company’s business, financial condition or results of operations. The Annual Report also contains risk factor disclosures regarding the potential current and future impact of environmental laws and
regulations on its operations, although the future impact is currently uncertain (see pages 33 and 34 of the Annual Report). If, in the future, any such laws or regulations materially affect or are expected to affect the Company’s business,
financial condition or results of operations, the Company will include appropriate disclosures in future filings with the SEC.

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.

 The Company does not currently believe that it is subject to material transition risks related to climate
change. These transition risks are most relevant to the Company’s supply chain for components needed to create its firewall hardware products, which are manufactured by a third party. To date, while the Company has experienced events that could
be labeled as risks related to climate change, none of these events have been material to the Company’s business, financial condition or results of operations.

 Securities and Exchange Commission

Date

  Page
 4

 On page 34 of the Annual Report, the Company discloses that it “expect[s] that our
products will be affected by new environmental laws and regulations on an ongoing basis.” This disclosure historically relates primarily to the Company’s firewall hardware products, which are manufactured by a third party. This disclosure
also applies to the Company’s broad range of software-based cybersecurity products that are dependent upon the operation of computing and storage services provided by cloud service providers, and the Company’s recently introduced
(September 2021) consumer product offering, which is also manufactured by a third party. While the Company’s product offerings have not been materially impacted by climate change and the Company has not otherwise experienced the material
effects of transition risks related to climate change, the Company is mindful that the consequences of climate change are evolving and will continue to monitor such consequences on the Company’s business, financial condition and result of
operations. If, in the future, the Company determines that there are direct consequences or such indirect consequences are material to the Company, the Company will include appropriate disclosures in future filings.

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.

The Company did not incur material capital expenditures or compliance costs during fiscal 2020 or fiscal 2021 related to the environmental
initiatives referenced in our annual report or proxy statement, and currently does not expect to incur such material expenditures or costs. In addition, on page 34 of the Annual Report, the Company discloses that “[t]o date, our expenditures
for environmental compliance have not had a material impact on our operating results or cash flows.” If, in the future, the Company incurs or anticipates material capital expenditures or compliance costs, the Company will include appropriate
disclosures in future annual reports.

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;

 Securities and Exchange Commission

October 6, 2021

  Page
 5

•

 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.

 The Company does not currently believe that it is subject to material indirect consequences of
climate-related regulations or business trends. For example, the Company does not believe that it has experienced any material decreased demand for goods and services, material increased demand for its goods and services, material increased
competition to develop innovative new products and services, or any reputational risks resulting from its operations or products as result of climate-related regulation or business trends. While the Company’s product and service offerings have
not been materially impacted by climate-related regulation or business trends, the Company is mindful that the consequences of climate change are evolving for the Company and its business partners, and will continue to monitor such consequences on
the Company and its operations. If, in the future, the Company determines that such indirect consequences are material to the Company, the Company will include appropriate disclosures in future annual reports.

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.

The Company has not experienced any material physical effects of climate changes on its operation or results, including weather-related damages
to property or operations or any weather-related impacts on the cost or availability of insurance. The Company is mindful that the consequences of climate change are evolving and will continue to monitor such consequences on the Company and its
operations. If, in the future, the Company experiences significant physical effects attributable to client change on its operations or results of operations, the Company will include appropriate disclosures in future annual reports.

* * * * *

 Securities and Exchange Commission

October 6, 2021

  Page
 6

 As noted by the Staff, the Company acknowledges 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.

Please contact me with any questions or comments regarding the Company’s responses at (202)
286-2676. Thank you for your assistance.

 Sincerely,

 /s/ Bruce R. Byrd

 Bruce R. Byrd

 Executive Vice President and General Counsel

cc:
 Nikesh Arora, Chief Executive Officer, Palo Alto Networks, Inc.

Dipak
 Golechha, Chief Financial Officer, Palo Alto Networks, Inc.

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

 650 Page
Mill Road

 Palo Alto, California 94304-1050

O: 650.493.9300

F: 650.493.6811

 September 23, 2021

 Via
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

 Attention:

 Anna Abramson

 Mitchell Austin

 Re:

 Palo Alto Networks, Inc.

 Form 10-K for Fiscal Year Ended July 31,
2021

 File No. 001-35594

 Ladies and Gentlemen:

On behalf of Palo Alto Networks, Inc. (the “Company”), this letter is to confirm that the Company has received comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 15, 2021, relating to the above referenced filing. The Company is in the process of preparing a
response and requires additional time to review the proposed response internally and with its outside counsel. We respectfully advise the Staff that we anticipate providing the Company’s response to your letter on or before October 8,
2021.

 Thank you for your courtesy and cooperation in this matter.

 Very truly yours,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Jose F. Macias

 Jose F. Macias

cc:

Bruce Byrd, Palo Alto Networks, Inc.

Kevin Espinola, Palo Alto Networks, Inc.

AUSTIN                BEIJING
          BOSTON                BRUSSELS
   HONG KONG                LONDON                LOS
ANGELES                NEW YORK                PALO ALTO

SAN DIEGO                SAN
FRANCISCO                SEATTLE                SHANGHAI
           WASHINGTON, DC                WILMINGTON, DE

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.

 FirstName LastNameNikesh Arora
 Comapany NamePalo Alto Networks, Inc.
 September 15, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Jose F. Macias

July 25, 2019
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
Re:Palo Alto Networks, Inc.
Form 10-K for the Fiscal Year Ended July 31, 2018
File No. 001-35594
Dear Mr. Arora:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

CORRESP

 June 28, 2019

Via EDGAR and Overnight Delivery

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Craig Wilson, Senior Assistant Chief Accountant

Morgan Youngwood, Staff Accountant

Re:

Palo Alto Networks, Inc.

Form 10-K for the Fiscal Year Ended July 31, 2018

Form 10-Q for the Quarterly Period Ended April 30, 2019

File No. 001-35594

 Ladies and Gentlemen:

Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 14, 2019, relating to the above referenced filings.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed the comment with the Company’s
response.

 Form 10-Q for the Quarterly Period Ended April 30, 2019, Revenue Recognition, page 12

1.
 We note that the majority of your contracts with your customers include various combinations of your
products and subscriptions and support which are distinct and accounted for as separate performance obligations. We further note that when end customers purchase your physical or virtual firewall appliances, they typically purchase support in order
to receive ongoing security updates, upgrades, bug fixes, and repairs. Please explain how you considered the guidance in ASC
606-10-25-21 and Example 10, Case C included in ASC 606-10-55-140D.

 Response:

In connection with its implementation of ASC 606, the Company advises the Staff that it evaluated whether the physical or virtual firewall
appliances and support services constitute distinct performance obligations under ASC 606-10-25-21. Based on this evaluation, the
Company concluded that the physical or virtual firewalls (referred to herein as “Next-Generation Firewalls”) are distinct in the context of the contract from the support services, and as such should be accounted for as separate performance
obligations. The Next-Generation Firewalls are not highly interdependent or interrelated with the support services. The customer substantially benefits from the built-in security features of the
Next-Generation Firewalls even without the optional support services.

 The Company evaluated the guidance in ASC 606-10-25-21 to determine whether the Next-Generation Firewalls are distinct in the context of the contract from the support services through an evaluation of the
specific functionalities and capabilities of the Next-Generation Firewalls. The Company’s Next-Generation Firewalls deliver a broad set of built-in networking and security features which include App-ID, User-ID, site-to-site virtual private network (“VPN”), remote access Secure
Sockets Layer (“SSL”) VPN, and Quality-of-Service (“QoS”). The Next-Generation Firewalls networking features include dynamic routing, switching, high
availability, and VPN support, which enables deployment into a broad range of networking environments. The Next-Generation Firewalls security features include attack protection capabilities, such as blocking invalid or malformed packets, IP
defragmentation, Transmission Control Protocol (“TCP”) reassembly, and network traffic normalization. These specific functionalities and capabilities are built into the Next-Generation Firewalls, do not diminish in a short period of time
and do not require frequent, critical updates during the contractual period to maintain full functionality.

 The Company evaluated ASC 606-10-25-21, which states the following: “In assessing whether an entity’s promises to transfer goods or services to the
customer are separately identifiable in accordance with paragraph 606-10-25-19(b), the objective is to determine whether the
nature of the promise, within the context of the contract, is to transfer each of those goods or services individually or, instead, to transfer a combined item or items to which the promised goods or services are inputs. Factors that indicate
that two or more promises to transfer goods or services to a customer are not separately identifiable include, but are not limited to, the following:

a.
 The entity provides a significant service of integrating goods or services with other goods or services
promised in the contract into a bundle of goods or services that represent the combined output or outputs for which the customer has contracted. In other words, the entity is using the goods or services as inputs to produce or deliver the combined
output or outputs specified by the customer. A combined output or outputs might include more than one phase, element, or unit.

b.
 One or more of the goods or services significantly modifies or customizes, or are significantly modified or
customized by, one or more of the other goods or services promised in the contract.

c.
 The goods or services are highly interdependent or highly interrelated. In other words, each of the goods or
services is significantly affected by one or more of the other goods or services in the contract. For example, in some cases, two or more goods or services are significantly affected by each other because the entity would not be able to fulfill its
promise by transferring each of the goods or services independently.”

 The Company determined 606-10-25-21(a) and (b) are not met as the Company does not provide a significant service of integrating the Next-Generation
Firewalls and support services into a combined unit, and the support services do not modify or customize the Next-Generation Firewalls.

 The Company further evaluated 606-10-25-21(c) to determine whether the Next-Generation Firewalls and support services are highly interdependent or highly interrelated, as follows:

-
 The Next-Generation Firewalls remain substantially functional without the latest upgrades and updates.
Customers with support services have access to download and install the latest upgrades and updates, which are made available for download at the customer’s convenience. These upgrades and updates are normally released every ten to thirteen
months and generally consist of incremental features and functionalities to the existing Next-Generation Firewall. Many customers do not download and install the latest upgrades and updates and this does not affect the customers’ ability to use
and benefit from the Next-Generation Firewalls. Customers with support services also have access to download and install bug fixes, which are normally released every two to four months.

-
 The Company sells the Next-Generation Firewalls and support services separately. While a substantial majority
of customers purchase support services with the Next-Generation Firewalls, a limited number of customers do not purchase the optional support services.

The Company also considered Example 10, Case C included in ASC 606-10-55-140D through 140F. The example illustrates a scenario where the provision of support (referred to as updates in the example) is integral to the customer’s ability to derive or maintain
benefit from the software license, such that the entity cannot fulfill its combined promise without providing both items. In applying the separately identifiable principle, the example also highlights the notion of utility and how the promised
update is critical to maintain the intended use and benefit of the software license. The Company believes this example is not applicable to the Company’s Next-Generation Firewalls as the Next-Generation Firewalls have significant standalone
functionalities and capabilities as discussed above that will continue to provide utility to the customer even without the support services. The support upgrades and updates in the Company’s contract are not necessary to ensure that the
Next-Generation Firewalls without any support services maintain a high level of utility to the customer during the contract period. This is evidenced by the infrequency of the upgrades and updates (every ten to thirteen months), many customers not
using the most recent/updated version of the software and a limited number of customers buying the Next-Generation Firewalls without any support services. For those reasons, the Company’s Next-Generation Firewalls and support services offering
is more analogous to Example 11A in ASC 606-10-55-143.

In addition to the support services described above, the Company also offers a variety of subscriptions that provide customers with real-time
access to the latest intrusion prevention, web filtering, and modern malware prevention capabilities across the network, endpoints, and the cloud. Subscriptions can be purchased at the customer’s discretion, either with or without the
Next-Generation Firewalls. Subscriptions are not highly interdependent or interrelated with the Next-Generation Firewalls because the Company would be able to fulfill its promise to deliver the full functionalities of the Next-Generation Firewalls
even if the customer did not purchase any subscriptions. If these optional subscriptions are purchased, they do not modify or customize the functionality of the Next-Generation Firewalls.

 The Company will expand its disclosures in its annual report on Form 10-K for the fiscal year ending July 31, 2019 as follows (changes are italicized and only paragraphs with the proposed changes are included below):

Product revenue is derived primarily from sales of our appliances. Product revenue also includes revenue derived from software licenses of
Panorama and the VM-Series. We recognize product revenue at the time of hardware shipment or delivery of software license. Our appliances and software licenses include a broad set of built-in networking and security features and functionalities.

 The majority of our contracts with
our customers include various combinations of our products and subscriptions and support. Our appliances and software licenses have significant standalone functionalities and capabilities. Accordingly, these appliances and software licenses are
distinct from the subscriptions and support services as the customer can benefit from the product without the services and the services are separately identifiable within the contract. We account for multiple agreements with a single
customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. The amount of consideration we expect to receive in
exchange for delivering on the contract is allocated to each performance obligation based on its relative standalone selling price. If a contract contains a single performance obligation, no allocation is required.

* * * * *

 Please contact me with any questions or comments regarding the Company’s responses at (408) 638-3383. Thank you for your assistance.

 Sincerely,

/s/ Kathleen Bonanno

 Kathleen Bonanno

 Chief Financial Officer

cc:
 Nikesh Arora

Jeffrey C. True, Esq.

 Palo
Alto Networks, Inc.

 Jeffrey D. Saper, Esq.

Jose F. Macias, Esq.

 Wilson
Sonsini Goodrich & Rosati, P.C.

 David Cabral

Ernst & Young LLP

June 14, 2019
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
Re:Palo Alto Networks, Inc.
Form 10-K for the Fiscal Year Ended July 31, 2018
Form 10-Q for the Quarterly Period Ended April 30,2019
File No. 001-35594
Dear Mr. Arora:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment 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 this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended April 30,2019
Revenue Recognition, page 12
1.We note that the majority of your contracts with your customers include various
combinations of your products and subscriptions and support which are distinct and
accounted for as separate performance obligations. We further note that when end-
customers purchase your physical or virtual firewall appliances, they typically purchase
support in order to receive ongoing security updates, upgrades, bug fixes, and repairs.
Please explain how you considered the guidance in ASC 606-10-25-21 and Example 10,
Case C included in ASC 606-10-55-140D.

 FirstName LastNameNikesh Arora
 Comapany NamePalo Alto Networks, Inc.
 June 14, 2019 Page 2
 FirstName LastName
Nikesh Arora
Palo Alto Networks, Inc.
June 14, 2019
Page 2
            In closing, 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 Morgan Youngwood, Staff Accountant, at 202-551-3479 or Craig
Wilson, Senior Assistant Chief Accountant, at 202-551-3226 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

Mail Stop 4561

April 11, 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 10-K for the Fiscal Year Ended July 31, 2015
Filed September 17, 2015
File No. 001 -35594

Dear Mr. McLaughlin :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsibl e 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 rules require.

Sincerely,

 /s/ Craig D. Wilson

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

CORRESP
1
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CORRESP

 February 29, 2016

Via EDGAR and Overnight Delivery

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:

Craig Wilson, Senior Assistant Chief Accountant

Morgan Youngwood, Staff Accountant

 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

 Ladies and Gentlemen:

Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 16, 2016, relating to the above referenced filings.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response.

 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 incentive 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 your most recent Form 10-Q. In addition, 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.

 The Company supplementally advises the Staff that the weighted-average effect of 5.6 million
potentially dilutive securities included in the Company’s Non-GAAP diluted weighted-average shares outstanding (WASO) differs from the 20.1 million shares excluded from the Company’s computation of diluted net loss per share on page 13 of
its Quarterly Report on Form 10-Q for the first quarter of fiscal 2016 primarily due to the application of the treasury stock method. The treasury stock method assumes that 1) all outstanding in the money securities are settled by issuing common
stock, and 2) the proceeds generated by those securities are used to repurchase common stock at the average market price during the period. The net impact is the effect of potentially dilutive securities. Please note that the Company incurred a net
loss of $38.7 million on a GAAP basis and generated net income of $31.6 million on a non-GAAP basis during the three months ended October 31, 2015. In addition, the Company’s Non-GAAP diluted WASO, as defined on page 5 of its Current
Report on Form 8-K filed on November 23, 2015, includes the anti-dilutive effect of its note hedge agreements, which reduces the potential economic dilution that otherwise would occur upon conversion of the convertible senior notes. Please see
reconciliation in table below.

Q1’16

 WASO used to compute net income (loss) per share, basic

85.1

 Potentially dilutive securities:

|---A---|

|---B---|

 Employee stock options

2.0

2.9

 Employee restricted stock units

2.6

6.8

 Conversion option issued in connection with convertible senior notes

1.8

5.2

 Warrants issued in connection with convertible senior notes

1.0

5.2

 Effect of potentially dilutive securities

7.4

20.1

 ADD: Impact of note hedge issued in connection with convertible senior notes

(1.8
)

 Non-GAAP weighted average effect of potentially dilutive securities

5.6

 Non-GAAP WASO used to compute net income (loss) per share, diluted

90.7

 A: Weighted average effect of potentially dilutive securities after application of the treasury stock method on a
non-GAAP basis.

 B: Outstanding securities that could potentially dilute GAAP basic EPS in the future that were not included in the computation of
diluted EPS because to do so would have been antidilutive for the period presented.

 The Company supplementally advises the Staff that the
non-cash interest expense related to the convertible notes is not, for example, coupon interest that would require cash settlement. Instead, the $5.8 million of non-cash interest expense is comprised of 1) quarterly accretion of the debt component
of $5.2 million, and 2) quarterly amortization of deferred offering costs of $0.6 million, both of which are non-cash expenses that do not require cash to settle. The non-cash interest expense excluded from the Company’s computation of non-GAAP
net income increased its non-GAAP diluted EPS by approximately $0.07 per share.

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

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

Results of Operations, page 45

2.
We note that sales and marketing expense represents approximately 56.3% and 56% of the total revenues during fiscal 2015 and 2014. We further note that sales and marketing expense consists primarily of personnel
costs, including commission costs and also includes costs for market development programs, 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.

 The Company supplementally advises the Staff that the Company considered the guidance in SEC
Interpretive Release No. 33-8350 in preparing the results of operations disclosure for the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of its Annual Report on Form
10-K for the fiscal year ended July 31, 2015 (the “Form 10-K”). The Company has historically taken the approach of describing the material effects of key trends by quantifying the
impact of the trend as a dollar change between periods as opposed to quantifying the components themselves. For example, the Company states that “Sales and marketing expense increased $187.9 million for fiscal 2015 compared to fiscal 2014 due
to an increase in personnel costs of $140.4 million largely due to an increase in headcount.” As a component of Sales and Marketing expense, personnel costs grew from $227.4 million in fiscal 2014 to $367.8 million in fiscal 2015 due to
headcount growth, which increased 50.9%, growing from 956 employees to 1,443 employees over that same time period. For fiscal 2015, personnel costs represented approximately 70.3% of the Company’s Sales and Marketing expense.

The Company supplementally advises the Staff that, in future filings, it will provide enhanced quantitative and qualitative disclosures that
discuss the material components of the Company’s Sales and Marketing expenses, including headcount and headcount growth, to the extent applicable.

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 years 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 historically 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.

 The Company respectfully advises the Staff that, during fiscal years 2013 and 2015, the Company implemented and
operated intercompany arrangements that included initial and ongoing reorganizations of its corporate structure to more closely align with the international nature of its business. These reorganizations have caused, and may continue to cause,
disproportionate relationships among domestic and foreign revenues, pre-tax income (losses) and related provisions.

 The global revenue mix disclosure on page 85 of the Form 10-K reflects revenue from customers
and, therefore, does not reflect the impact of intercompany arrangements such as revenue from intercompany transactions.

 Pre-tax income
(losses) by jurisdiction from note 12 on page 81 includes intercompany results. Additionally, the Company’s operations in foreign jurisdictions have historically incurred a larger proportion of operating costs primarily due to the costs
associated with entering new markets. Foreign pre-tax income also considers additional costs from implementing the Company’s international corporate structure. Examples of these additional costs relate to intercompany arrangements such as use
of intangible property and use of intercompany services.

 The Company’s foreign effective tax rate of negative 9.6% in fiscal 2015
differed from the U.S. tax rate of 35% primarily due to foreign losses taxed at rates lower than the Company’s statutory rate and income tax expenses related to uncertain tax positions. Lower rates and uncertain tax positions are also the
material components for the foreign effective tax rates for fiscal years 2013 and 2014.

 The Company expects that over time its geographic
pre-tax income (loss) mix will align more closely with its geographic revenue mix. However, geographic income (loss) mix and the related tax provision may continue to be impacted disproportionately by the effect of transactions related to
intercompany arrangements including use of intangible property and rendering of intercompany services. To address the Staff’s concern for expanded MD&A in future filings, the Company will include information substantially similar to the
following when applicable:

 “In recent years, we reorganized our corporate structure and intercompany relationships to more closely
align with the international nature of our business activities. Our corporate structure has caused, and may continue to cause, disproportionate relationships between our overall effective tax rate and other jurisdictional measures.”

4.
In addition, please also explain the nature of and basis for the $51.3 million of additions for tax positions taken in fiscal 2015 presented in your gross unrecognized tax benefit reconciliation in Note 12, page
84.

 The Company supplementally advises the Staff that, the nature of a substantial majority of the $51.3
million increase in reserves during fiscal 2015 was attributable to uncertainty regarding intercompany use of intangible property and rendering of intercompany services.

The basis for these additions is primarily due to risks related to the nature of uncertainty and interpretation by tax authorities with
respect to the application of the rules impacting intercompany transactions as described in the Company’s Risk Factors on page 27 of the Form 10-K. Further, these additions were evaluated and recorded in accordance with the application of ASC
740-10 in the process outlined in Management’s Discussion and Analysis on page 51 of the Form 10-K.

 * * * * *

 As requested by the Staff, the Company acknowledges 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.

 Please contact me with any questions or comments regarding the Company’s responses at
(408) 753-3754. Thank you for your assistance.

Sincerely,

 /s/ Steffan C. Tomlinson

Steffan C. Tomlinson

Chief Financial Officer

cc:    Mark D. McLaughlin

     Jeffrey C. True, Esq.

     Palo Alto Networks, Inc.

     Jeffrey D. Saper, Esq.

     Jon C. Avina, Esq.

     Wilson Sonsini Goodrich & Rosati, P.C.

     Rhonda Munnerlyn

     Ernst & Young LLP

CORRESP
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CORRESP

 February 23, 2016

Via Edgar

 Mr. Craig D. Wilson

Senior Assistant Chief Accountant

 Office of Information

Technologies and Services

 U.S. Securities and Exchange
Commission

 Mail Stop 4561

 100 F Street, NE

Washington, D.C. 20549

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

SEC Comment Letter Dated February 16, 2016

 Dear Mr. Wilson:

Palo Alto Networks, Inc. (the “Company”) hereby respectfully requests an extension until March 8, 2016 for the
Company to provide its response to the comments contained in the Staff”s letter dated February 16, 2016 (the “Comment Letter”). The extension is needed to provide additional time to gather and review information in
connection with the Company’s response to the Comment Letter. Please do not hesitate to contact me at (408) 753-4000 should you have any questions. Thank you in advance.

Sincerely,

/s/ Jeffrey C. True

Jeffrey C. True

Senior Vice President & General Counsel

cc:
Morgan Youngwood, Staff Accountant,

U.S. Securities and Exchange Commission

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

April 8, 2014

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 10-Q for the Quarterly Period Ended October 31, 2013
Filed December 5, 2013
Form 10-K for the Fiscal Year Ended July 31, 2013
Filed September 25, 2013
File No. 001 -35594

Dear Mr. McLaughlin :

We have completed our review of your filings.  We remind you  that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant

CORRESP
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CORRESP

 March 25, 2014

Via EDGAR and Overnight Delivery

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Craig Wilson, Senior Assistant Chief Accountant

Morgan Youngwood, Staff Accountant

Re:

Palo Alto Networks, Inc.

Form 10-K for the Fiscal Year Ended July 31, 2013

Filed September 25, 2013

File No. 001-35594

 Ladies and Gentlemen:

Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 14, 2014, relating to the above referenced filings.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response.

 Form 10-K for the Fiscal Year Ended July 31, 2013

Consolidated Financial Statements

 Note 8.
Income Taxes, page 77

1.
We note your response to prior comment 4. Please explain in greater detail how the share-based compensation and foreign rate differentials are determined in each fiscal year presented and identify the significant
components of these items. As part of your response, please explain why your share-based compensation rate differential decreased from 66.6% to (16.1%) describing the type of option grants and related income tax accounting and why the line
item, “Foreign income at other than U.S. rates” decreased from 17.2% to (62.4%) between fiscal 2012 and 2013. In this regard, please explain the relationships among pre-tax earnings (loss) and the non-U.S. revenues disclosed in Note
12, page 81.

 We advise the Staff that for each of the three fiscal years presented, share-based compensation expense
includes amortization charges for share-based awards that are not tax deductible (primarily awards to foreign employees, and domestic incentive stock options or “ISOs”). However, we record income tax benefit to the extent of the previously
expensed share based compensation upon disqualifying dispositions of ISOs as permitted by ASC 718.

 Securities and Exchange Commission

March 25, 2014

  Page
 2

 While our share-based compensation expense has continued to increase, the variation disclosed
in our consolidated income tax rate reconciliation attributed to share-based compensation expense is primarily due to significant fluctuations in income (loss) before provision for income taxes as summarized in the table below:

 ($ in thousands)

Year ended July 31,

2013

2012

2011

 Income (loss) before provision for income taxes

A

(18,656
)

2,799

(12,052
)

 Share-based compensation differential

 Nondeductible share based compensation expense (net of benefit of disqualifying dispositions)

8,121

5,155

2,202

 Federal statutory tax rate

35
%

34
%

34
%

 Tax effected non-deductible SBC expense

2,842

1,753

749

 State taxes, net of federal tax benefit

161

111

83

 Total impact to income tax expense

B

3,003

1,864

832

 Impact on the effective tax rate calculated as (B / A)

(16.1
)%

66.6
%

(6.9
)%

 We further advise the Staff that for each of the three fiscal years presented our foreign tax rate
differential represents the impact to our consolidated income tax rate as a result of foreign income (loss), which is taxed at rates different from the applicable U.S. statutory rate. To determine the foreign tax rate differential, we compute the
hypothetical income tax expense related to foreign income (loss) if such amounts were subject to taxation at the applicable U.S. statutory tax rate. We then compare the hypothetical amount calculated to the actual amount of income tax expense or
benefit attributed to our foreign operations. The additional income tax expense or benefit that results from the difference between these two amounts represents the impact of the foreign tax rate differential.

In fiscal 2013 our non-U.S. revenue increased significantly while our foreign operations generated a $23.9 million foreign loss before tax.
This increased foreign loss as compared to fiscal 2012 and 2011 was in part due to the reorganization of our corporate structure and intercompany relationships to more closely align with the international nature of our business activities, a
significant increase in share-based compensation expense and increased investment in sales headcount and marketing spend to grow our foreign operations. The fiscal 2013 foreign loss was incurred in a jurisdiction with a lower tax rate than the U.S.
federal rate and therefore

 Securities and Exchange Commission

March 25, 2014

  Page
 3

was not benefitted in our income tax expense. The significance of the foreign loss relative to our consolidated results of operations resulted in a significant increase in the foreign tax
differential. When this significant foreign tax differential is divided by our consolidated loss before provision for income taxes, it results in a significant decrease in the 2013 effective tax rate line item “Foreign income at other than U.S.
rates” as summarized in the table below:

 ($ in thousands)

Year ended July 31,

2013

2012

2011

 Income (loss) before provision for income taxes

A

(18,656
)

2,799

(12,052
)

 Foreign rate differential

 Actual foreign income tax expense

B

2,949

890

452

 Foreign pre-tax book income (loss)

(23,854
)

1,153

602

 Federal statutory tax rate

35
%

34
%

34
%

 Hypothetical federal tax benefit (expense)

8,349

(392
)

(205
)

 Hypothetical state tax benefit (expense)

344

(17
)

(30
)

 Hypothetical U.S. tax benefit (expense)

C

8,693

(409
)

(235
)

 Total foreign tax rate differential (B + C)

D

11,642

481

217

 Impact on the effective tax rate calculated as (D / A)

(62.4
)%

17.2
%

(1.8
)%

 * * * * *

 As
requested by the Staff, the Company acknowledges 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.

 Securities and Exchange Commission

March 25, 2014

  Page
 4

 Please contact me with any questions or comments regarding the Company’s responses at
(408) 753-3754. Thank you for your assistance.

Sincerely,

 /s/ Steffan C. Tomlinson

Steffan C. Tomlinson

Chief Financial Officer

cc:
Mark D. McLaughlin

 Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

 Jon C.
Avina, Esq.

 Wilson Sonsini Goodrich & Rosati, P.C.

Rhonda Munnerlyn

Ernst & Young LLP

March 14, 2014

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 10-K for the  Fiscal Year Ended July 31, 2013
Filed September 25, 2013
File No. 001 -35594

Dear Mr. McLaughlin :

We have reviewed you r letter dated February 24, 2014  in connection with the above -
referenced  filing an d have the following comment.  In our comment , 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 w ill provide the requested
response.   If you do not believe our comment applies 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 infor mation you provide in
response to this comment, we may have  additional comments .  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated February 14, 2014 .

Form 10 -K for the Fis cal Year Ended July 31, 2013

Consolida ted Financial Statements

Note 8.  Income Taxes, page 77

1. We note your response to prior comment 4.  Please explain in greater detail how the
share -based compensation and foreign rate differentials are determined in each fiscal year
presented and identify the significant components of these items.  A s part of your
response, please explain why your share -based compensation rate differential decreased
from 66.6% to (16.1%) describing the type of option grants and related income tax
accounting and why the line  item, “Foreign income at other than U.S. rates” decreased

Mark D. McLaughlin
Palo Alto Networks, Inc.
March 14, 2014
Page 2

 from 17.2% to (62.4%) between fiscal 2012 and 2013. In this regard, please explain the
relationships among pre -tax earnings (loss) and the non -U.S. revenues disclosed in Note
12, page 81.

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 -3730 with any other questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant

CORRESP
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CORRESP

 February 24, 2014

Via EDGAR and Overnight Delivery

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

CraigWilson, Senior Assistant Chief Accountant

 MorganYoungwood, Staff Accountant

 Re:

Palo Alto Networks, Inc.

Form 10-Q for the Quarterly Period Ended October 31, 2013

Filed December 5, 2013

Form 10-K for the Fiscal Year Ended July 31, 2013

Filed September 25, 2013

File No. 001-35594

 Ladies and Gentlemen:

Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 14, 2014, relating to the above referenced filings.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response.

 Form 10-Q for the quarter ended October 31, 2013

Condensed Consolidated Balance Sheet, Page 3

1.
It is not clear from your existing disclosures why your allowance for doubtful accounts increased in the amount of $435,000 over the quarter ended October 31, 2013. Please tell us why and consider an explanation
of the reasons in your next Form 10-Q.

 The Company respectfully advises the Staff that during the three months ended
October 31, 2013, it decided to terminate one of its smaller channel partners in Europe for business reasons, and reserved the remaining accounts receivable balance for that channel partner. While the Company’s historical write-offs have
not been significant, as a result of (i) changes to its allowance for doubtful accounts in connection with the terminated relationship and (ii) continued economic uncertainty in Europe, the Company determined that its exposure for
uncollectible accounts receivable increased. As a result, the Company increased the allowance for doubtful accounts by $435,000.

 The
Company evaluated this incremental allowance for doubtful accounts for disclosure purposes, and concluded that the increase does not represent a significant fluctuation that would be meaningful supplemental disclosure. The Company respectfully
advises the Staff that it will continue to reassess movements in its allowance for doubtful accounts for incremental disclosure in future filings, as needed.

 Securities and Exchange Commission

February 24, 2014

  Page
 2

 Form 10-K for the Fiscal Year Ended July 31, 2013

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

Results of Operations

 Comparison of Fiscal
2013 and 2012, page 43

2.
Please tell us what consideration you gave to providing disclosures that explain the extent to which increases/decreases in your product and service revenues were attributable to changes in price. We refer you to
Item 303(a)(3)(iii) of Regulation S-K.

 The Company respectfully advises the Staff that, in preparing the results
of operations disclosure for the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of its Annual Report on Form 10-K for the Fiscal Year Ended July 31, 2013 (the
“Form 10-K”), the Company considered the extent to which increases in product and service revenue was attributable to increases in price or to increases in the volume or amount of goods or services beings sold, as well as the effect
of new product introductions.

 Product revenue increased $69.2 million for fiscal 2013 compared to fiscal 2012. As disclosed in the
MD&A, approximately two-thirds of the increase was driven by new product introductions, in particular, the newly introduced PA-3000 Series firewalls and M-100 management appliance. Most of the remaining increase was driven by an increase in
product unit volume. The Company supplementally advises the Staff that increases in price only accounted for approximately 7% of the product revenue increase. After considering the effect of the increases in price on the increase in product revenue,
the Company determined that the increases in price were not a significant enough driver of the increase in product revenue to merit disclosure in its MD&A.

Service revenue increased $71.7 million for fiscal 2013 compared to fiscal 2012. As disclosed in the MD&A,
approximately half of the increase in service revenue related to increased support and maintenance revenue as a result of the increase in the Company’s total number of end-customers. The remaining increase was primarily due to an increase in
the volume of subscriptions sold by the Company to new end-customers and to existing end-customers. The Company supplementally advises the Staff that, in preparing its MD&A, it compared its service price lists and service discount practices and
noted no significant changes. As a result, the Company determined that changes in price were not a driver of the increase in service revenue.

The Company respectfully advises the Staff that, in future periods, it will consider providing an explanation of the extent to which increases
or decreases in product and services revenues were attributable to changes in price, to the extent applicable.

 Securities and Exchange Commission

February 24, 2014

  Page
 3

 Liquidity and Capital Resources, page 48

3.
We note that approximately $27.2 million of your cash and cash equivalents and investments was held outside the United States and is not presently available to fund domestic operations and obligations as of
July 31, 2013. We further note from your disclosures on page 79 that you have not made any tax provision for U.S. income taxes on approximately $5.2 million of undistributed earnings in foreign subsidiaries, which you expect to reinvest outside
of the U.S. indefinitely. Please explain whether you have recorded a deferred tax liability on any portion of your undistributed earnings in foreign subsidiaries. Describe the nature of any additional restrictions on your cash and cash equivalents
and investments held outside the United States that are not presently available to fund your domestic operations and obligations.

The Company respectfully advises the Staff that it will prospectively enhance the discussion in the Liquidity and Capital Resources section of
its MD&A in the Form 10-K to clarify that there are no additional restrictions on the use of its cash and cash equivalents and investments held outside the United States and that no deferred tax liability has been recorded on any portion of
its undistributed earnings in foreign subsidiaries. Set forth below is the form of additional disclosure that the Company expects to include in future filings.

“At July 31, 2014, our cash and cash equivalents and investments of $xxx.x million were held for working capital purposes, of which
approximately $xx.x million was held outside the United States. Our current plans do not demonstrate a need to repatriate these funds. However, if these funds were needed for our domestic operations, we would be required to accrue and pay U.S. taxes
to do so. There are no other restrictions on the use of these funds. We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries, all of which we expect to reinvest outside of the U.S. indefinitely. If we
were to repatriate these earnings to the U.S, any associated income tax liability would be insignificant.”

 Consolidated Financial Statements

 Note 8. Income Taxes, page 77

4.
We note the captions in your effective income tax rate reconciliation for share-based compensation and foreign income at other than U.S. rates. Please clarify what the share- based compensation and foreign rate
differentials represent for each year presented. As part of your response, explain how the share-based compensation and foreign rate differentials are determined in each fiscal year and identify the significant components of these items.

 We respectfully advise the Staff that the share-based compensation line within the effective tax rate reconciliation
line item is solely comprised of the expense from non-deductible stock awards to U.S. employees and equity awards to foreign employees, net of any benefit recognized when disqualifying dispositions occur, for all periods presented. Since these
share-based compensation awards generally do not result in tax deductions unless there are tax triggering events (i.e. disqualifying dispositions), the share-based compensation expense from these awards does not result in a corresponding benefit in
each year’s income tax expense.

 We respectfully advise the Staff that the foreign rate differential line within the effective tax
rate reconciliation is solely comprised of foreign loss or foreign income generated from countries where we have a foreign tax presence by applying the differences between the applicable foreign statutory rate and the US federal statutory rate of
35% to the applicable foreign loss or income before tax and foreign withholding taxes for all periods presented. The process for identifying components of and determining the share-based compensation and foreign rate differentials for the effective
tax rate reconciliation was consistent in each of the fiscal years presented in the Form 10-K.

 * * * * *

 Securities and Exchange Commission

February 24, 2014

  Page
 4

 As requested by the Staff, the Company acknowledges 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.

 Securities and Exchange Commission

February 24, 2014

  Page
 5

 Please contact me with any questions or comments regarding the Company’s responses at
(408) 753-3754. Thank you for your assistance.

 Sincerely,

 /s/ Steffan C. Tomlinson

 Steffan C. Tomlinson

 Chief Financial Officer

cc:
Mark D. McLaughlin

 Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

 Jon C.
Avina, Esq.

 Wilson Sonsini Goodrich & Rosati, P.C.

Rhonda Munnerlyn

Ernst & Young LLP

February 14, 2014

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 10-Q for the Quarterly Period Ended  October  31, 2013
Filed December 5, 2013
Form 10-K for the  Fiscal Year Ended July 31, 2013
Filed September 25, 2013
File No. 001 -35594

Dear Mr. McLaughlin :

We have reviewed your filing s and have the following co mments.  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 circumstance s 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 10 -Q for the quart er ended October 31, 2013

Condensed Consolidated Balance Sheet, Page 3

1. It is not clear from your existing disclosures why your allowance for doubtful accounts
increa sed in the amount of $435,000 over  the quarter ended October 31, 2013. Pleas e tell
us why  and cons ider an explanation of the reasons in your next Form 10 -Q.

Mark D. McLaughlin
Palo Alto Networks, Inc.
February 14, 2014
Page 2

 Form 10 -K for the Fis cal Year Ended July 31, 2013

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

Results of Operations

Comparison of Fiscal 2013 and 2012, page 43

2. Please tell us what consideration you gave to providing disclosures that explain the extent
to which increases/decreases in your product and service revenues were attributable to
changes in price.  W e refer you to Item 303(a)(3)(iii) of Regulation S -K.

Liquidity and Capital Resources, page 48

3. We note that approximately $27.2 million of your cash and cash equivalents and
investments was held outside the United States and is not presently available to fund
domestic operations and obligations as of July 31, 2013.  We further note from your
disclosures on page 79 that you have not made any tax provision for U.S. income taxes
on approximately $5.2 million of undistributed earnings in foreign subsidiarie s, which
you expect to reinvest outside of the U.S. indefinitely.  Please explain whether you have
recorded a deferred tax liability on any portion of your undistributed earnings in foreign
subsidiaries.  Describe the nature of any additional restrictions on your cash and cash
equivalents and investments held outside the United States that are not presently available
to fund your domestic operations and obligations.

Consolidated Financial Statements

Note 8.  Income Taxes, page 77

4. We note the captions i n your effective income tax rate reconciliation for share -based
compensation and foreign income at other than U.S. rates.  Please clarify what the share -
based compensation and foreign rate differentials represent for each year presented.  As
part of your r esponse, explain how the share -based compensation and foreign rate
differentials are determined in each fiscal year and identify the significant components of
these items.

We urge all persons who are responsible for the accuracy and adequacy of the disclo sure
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
in possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mark D. McLaughlin
Palo Alto Networks, Inc.
February 14, 2014
Page 3

  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 -3730 with any other questions.

Sincerely,

 /s/ Craig Wilson

Craig Wilson
Senior Assistant Chief Accountant

April 4, 2013

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
3300 Olcott Street
Santa Clara, CA 95054

Re: Palo Alto Networks, Inc.
Form 10-Q for the Quarterly Period Ended January 31, 2013
Filed March 4, 2013
Form 10-K for the Fiscal Year Ended July 31, 2012
Filed October 4, 2012
File No. 001 -35594

Dear Mr. McLaughlin :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Craig Wilson

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 March 20, 2013

 Via EDGAR and Overnight Delivery

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attention:
Craig Wilson, Senior Assistant Chief Accountant

Morgan Youngwood, Staff Accountant

Re:
Palo Alto Networks, Inc.

Form 10-Q for the Quarterly Period Ended January 31, 2013

Filed March 4, 2013

Form 10-K for the Fiscal Year Ended July 31, 2012

Filed October 4, 2012

File No. 001-35594

 Ladies and
Gentlemen:

 Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 14, 2013, relating to the above referenced filings.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response.

 Form 10-Q for the Quarterly Period Ended January 31, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 18

1.
There are several instances where two or more sources of a material change have been identified, but the dollar amounts and proportionate contribution for each
source that contributed to the change are not disclosed. For example, your disclosures on page 20 indicate that the increase in services revenue for the six month period ended January 31, 2013 was primarily driven by new end-customers and, to a
lesser extent, additional sales of subscription and support and maintenance services to your existing end-customer base. As another example, your disclosures on page 21 indicate that the remaining increase in sales and marketing expense during the
six month period ended January 31, 2013 was primarily due to an increase in allocated costs, travel and entertainment costs, and office equipment and software costs in support of your sales efforts. In future filings, please revise your
disclosures to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results. In addition, your disclosure should remove vague terms such as “primarily” in favor of specific
quantifications. We refer you to Section III.B.3 of SEC Release 33-8350.

 In response to the Staff’s
comment, we will revise our disclosures in future filings to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results.

 Securities and Exchange Commission

 March 20, 2013

  Page
 2

 Form 10-K for
the Fiscal Year Ended July 31, 2012

 Consolidated Financial Statements

Note 13. Selected Quarterly Financial Data (Unaudited), page 88

2.
Please tell us your consideration of including per share data in your selected quarterly financial data. We refer you to Item 302(a)(1) of Regulation S-K.

 The Company acknowledges the Staff’s comment and proposes to include in future filings the per
share data for each full quarter within the two most recent fiscal years and any subsequent interim period for which financial statements are included or are required to be included.

* * * * *

 As requested by the
Staff, the Company acknowledges 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.

 Securities and Exchange Commission

 March 20, 2013

  Page
 3

Please contact me with any questions or comments regarding the Company’s responses at (408) 753-3754. Thank you for your
assistance.

Sincerely,

 /s/ Steffan C. Tomlinson

Steffan C. Tomlinson

Chief Financial Officer

cc:
Mark D. McLaughlin

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

Jon C. Avina, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Michael D. Bobroff

Ernst & Young LLP

March 14, 2013

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
3300 Olcott Street
Santa Clara, CA 95054

Re: Palo Alto Networks, Inc.
Form 10-Q for the Quarterly Period Ended January 31, 2013
Filed March 4, 2013
Form 10-K for the Fiscal Year Ended July 31, 2012
Filed October 4, 2012
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 o r 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 10 -Q for the Quarterly Period Ended January 31, 2013

Management’s Discussion and Analysis of Financial Condition and Results o f Operations

Results of Operations, page 18

1. There are several instances where two or more sources of a material change have been
identified, but the dollar amounts and proportionate contribution for each source that
contributed to the change are not disc losed.   For example, your disclosures on page 20

Mark D. McLaughlin
Palo Alto Networks, Inc.
March 14, 2013
Page 2

 indicate that the increase in services revenue for the six month period ended January 31,
2013 was primarily driven by new end -customers and, to a lesser extent, additional sales
of subscription and support and maintenance services to your existing end -customer base.
As another example, your disclosures on page 21 indicate that the remaining increase in
sales and marketing expense during the six month period ended January 31, 2013 was
primarily due to an inc rease in allocated costs, travel and entertainment costs, and office
equipment and software costs in support of your sales efforts.   In future filings, please
revise your disclosures to quantify each source that contributed to a material change and
discus s the reasonably likely impact on future operating results.  In addition, your
disclosure should remove vague terms such as "primarily" in favor of specific
quantifications.  We refer you to Section III.B.3 of SEC Release 33 -8350.

Form 10 -K for the Fisc al Year Ended July 31, 2012

Consolidated Financial Statements

Note 13.  Selected Quarterly Financial Data (Unaudited), page 88

2. Please tell us your consideration of including per share data in your selected quarterly
financial data.  We refer you to Item 302(a)(1) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fi ling 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
in possession of all facts relating to a company’s disclosure, they are  responsible for the accuracy
and adequacy of the 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 disclo sure 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 init iated by
the Commission or any person under the federal securities laws of the United States.

Mark D. McLaughlin
Palo Alto Networks, Inc.
March 14, 2013
Page 3

 You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479  if you have
any questions regarding  comments on the financial statements and related matter s.  Please
contact me at (202) 551 -3730 with any other questions.

Sincerely,

 /s/ Craig Wilson

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Acceleration Request

 July 18, 2012

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

Re:

Palo Alto Networks, Inc.

Registration Statement on Form S-1 (File No. 333-180620)

Form 8-A (File No. 001-35594)

Acceleration

Request

Requested Date:   July 19, 2012

Requested Time:   4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Palo Alto Networks, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-180620) (the
“Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the
Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35594) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the Staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich &
Rosati, P.C., by calling Jeffrey D. Saper or Jon C. Avina at (650) 493-9300.

 In connection with the acceleration request, the Company hereby acknowledges that:

 Securities and Exchange Commission

July 18, 2012

 Page 2

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 [Signature page follows]

 * * * *

 Sincerely,

 PALO ALTO NETWORKS, INC.

 /s/ Steffan C. Tomlinson

 Steffan C. Tomlinson

Chief Financial Officer

cc:

Mark D. McLaughlin, Esq.

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

Jon C. Avina, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Bruce K. Dallas, Esq.

Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

Acceleration Requests

 July 17, 2012

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

Re:

Palo Alto Networks, Inc.

Registration Statement on Form S-1 (File No. 333-180620)

Form 8-A (File No. 001-35594)

Acceleration

Request

Requested Date:   April 19, 2012

Requested Time:   4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Palo Alto Networks, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-180620) (the
“Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the
Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35594) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich &
Rosati, P.C., by calling Jeffrey D. Saper or Jon C. Avina at (650) 493-9300.

 In connection with the acceleration request, the Company hereby acknowledges that:

 Securities and Exchange Commission

July 17, 2012

 Page 2

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 [Signature page follows]

 * * * *

 Sincerely,

 PALO ALTO NETWORKS, INC.

 /s/ Steffan C. Tomlinson

 Steffan C. Tomlinson

Chief Financial Officer

cc:

Mark D. McLaughlin, Esq.

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

Jon C. Avina, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Bruce K. Dallas, Esq.

Davis Polk & Wardwell LLP

 Morgan Stanley & Co. LLC

 Goldman, Sachs & Co.

 Citigroup Global Markets Inc.

 c/o Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

 July 17, 2012

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attn:

Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

Re:

Palo Alto Networks, Inc.

Registration Statement on Form S-1

Filed on April 6, 2012

File No. 333-180620

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as
representatives of the several Underwriters, hereby join in the request of Palo Alto Networks, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at
4:00 PM Eastern Time on July 19, 2012, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 9, 2012:

(i)

Dates of Distribution: July 9, 2012 through the date hereof

(ii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 7

(iii)

Number of prospectuses furnished to investors: approximately 12,480

(iv)

Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately
190

 We, the undersigned, as
representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

 [Signature page follows]

 Very truly yours,

 MORGAN STANLEY & CO. LLC

GOLDMAN, SACHS & CO.

CITIGROUP GLOBAL MARKETS, INC.

 Acting severally on behalf of themselves and the

several underwriters

 By:

 MORGAN STANLEY & CO. LLC

 By:

 /s/ Cynthia Gaylor

 Name:    Cynthia Gaylor

 Title:      Managing Director

 By:

 GOLDMAN, SACHS & CO.

 By:

 /s/ Goldman, Sachs & Co.

 Name:    H. Andrew Fisher

 Title:      Managing Director

 By:

 CITIGROUP GLOBAL MARKETS, INC.

 By:

 /s/ Paul Phillips

 Name:    Paul Phillips

 Title:      Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

Confidential Treatment Letter

 CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0004

 July 2, 2012

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED
VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

 Re:

Palo Alto Networks, Inc.

Registration Statement on Form S-1

Initially filed April 6, 2012

File No. 333-180620

 Ladies and Gentlemen:

 On behalf of Palo Alto Networks, Inc. (the “Company”), and in connection with the submission of a letter dated May 10, 2012 (the “First Response Letter”), a letter
dated June 18, 2012 (the “June 18 Supplemental Letter”) and a letter dated June 27, 2012 (the “June 27 Supplemental Letter”) submitted in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received by letter dated May 3, 2012, relating to the Company’s Registration Statement on Form S-1 (File No. 333-180620), filed with the Commission on
April 6, 2012 (the “Registration Statement”), we submit this supplemental letter to further address comment no. 21 of the First Response Letter.

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has
filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R.
§ 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions
redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0004

 Page
 2

 For the convenience of the Staff, we are providing to the Staff by overnight delivery
copies of this letter. In this letter, we have recited the prior comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Critical Accounting Policies and Estimates

 Common Stock Valuations,
page 69

21.
When determined, please tell us your proposed IPO price, when you first initiated discussions with underwriters and when the underwriters first communicated their
estimated price range and amount for your stock. When your estimated IPO price is known and included in your registration statement, please reconcile and explain the difference between the fair value of the underlying stock as of the most recent
valuation date and the midpoint of your IPO offering range.

 We previously addressed the Staff’s
comment in the June 18 Supplemental Letter and provided the Staff with a draft of the disclosure to be included in an amendment to the Registration Statement in the June 27 Supplemental Letter. We are supplementally providing the Staff
with a revised draft of the disclosure to be included in an amendment to the Registration Statement. The disclosure included in Annex A to this letter describes the factors contributing to the difference between the fair value of the
Company’s common stock in May 2012 and the anticipated preliminary price range. The disclosure in Annex A will be included in an amendment to the Registration Statement to be filed upon commencement of the marketing efforts for the
proposed initial public offering, currently scheduled for Monday, July 9, 2012. In addition, we will amend the table on page 76 of Amendment No. 2 to reflect the fair value of the Company’s common stock for awards granted in June
2012.

 * * * *

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0004

 Page
 3

 Please direct your questions or comments regarding the Company’s responses to Jeff
Saper, Jon Avina or me at (650) 493-9300. Thank you for your assistance.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

/s/ Peter W. Hennessey

Peter W. Hennessey

cc:
Mark D. McLaughlin

 Steffan C.
Tomlinson

 Jeffrey C. True, Esq.

 Palo Alto Networks, Inc.

 Jeffrey D. Saper

Jon C. Avina

Wilson Sonsini Goodrich & Rosati, P.C.

 Bruce K. Dallas

 Davis Polk & Wardwell LLP

Michael D. Bobroff

 Ernst & Young LLP

 CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0004

 ANNEX A

 May 2012

 Between April 2012 and May 2012, the U.S. economy and the
financial markets began to experience volatility, which affected the market value of our comparable companies, although we experienced revenue growth as our products continued to gain more market awareness, generating $65.7 million in revenue for
the quarter ended April 30, 2012, compared to $31.2 million for the quarter ended April 30, 2011. During this period we also continued to make progress toward an initial public offering. In light of our recent performance, market
conditions, and progress toward a liquidity event, a contemporaneous third party valuation determined the fair value of our common stock to be $20.19 per share as of April 30, 2012, an increase of 8.6% from the fair value of our common stock as
of March 31, 2012 despite volatility in the financial markets during this period. This third party valuation, which we refer to as the “April 30 Valuation Report,” used a 20% weighting of the OPM under a merger and acquisition
scenario and an 80% weighting of the PWERM under an initial public offering scenario, reflecting our continued progress toward an initial public offering. In applying the PWERM, we assigned an 80% probability to a July 2012 initial public offering
and a 20% probability to a January 2013 initial public offering. The change in weighting of the OPM and PWERM scenarios resulted in an increase in the fair value of our common stock of approximately $0.39 from the valuation that was used for
purposes of establishing the fair value of options granted in April 2012. Based on the market valuations of companies that had recently completed an initial public offering and indications of forward-looking revenue multiples for the comparable
companies included in the April 30 Valuation Report, we determined that a revenue multiple of 3.5x to 5.0x applied to the fiscal 2013 revenue forecast was a reasonable estimation for an initial public offering.

The discount rate applied to our cash flows was 18%, and our enterprise value reflected a non-marketability discount of 10%. The decrease
in the discount rate to our cash flows from 20% represents a reduction in our inherent risk in financial forecasting as a result of continuing to demonstrate our ability to meet or exceed our financial forecasts and resulted in an additional
increase in the fair value of our common stock of approximately $0.15. Throughout May 2012, there was no significant change to our financial forecast or any other significant events impacting the fair value of our common stock. Based on the factors
discussed above and the April 30 Valuation Report, we granted awards in May 2012 with an exercise price of $20.19 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for awards granted in May
2012 to be $20.19 per share.

 June 2012

 In June 2012, even though the financial markets continued to experience volatility, we hired a new Senior Vice President Worldwide Field Operations and we continued to perform well against our business
plan. We determined, after consultation with the underwriters, that our anticipated initial offering price range as reflected in this prospectus is $[***] to $[***] per share. We believe the difference between the fair value of our
common stock for awards granted in May 2012, and the anticipated initial offering price range is a result of the following factors:

 First, the initial offering price range necessarily assumes that the initial public offering has occurred and a public market for our common stock has been created and, therefore, excludes the discounts
associated

 CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0004

with the timing or likelihood of an initial public offering, which were appropriately included in the April 30 Valuation Report. The assumptions included in the April 30 Valuation
Report and changed from the determination of the initial offering price range include a decrease in the non-marketability discount from 10% to 0%, the elimination of any weighting of a merger or acquisition scenario under the OPM, a change in the
probability of a July 2012 initial public offering from 80% to 100%, and a change in the discount rate from 18% to 0%.

Second, after discussions among the underwriters, management and our board of directors, the initial offering price range was informed by
the use of a broader group of comparable companies comprised of the comparable companies used in the April 30 Valuation Report and companies that have recently completed their initial public offerings, including software companies with higher
growth rates than the comparable companies used in the April 30 Valuation Report. The additional companies have higher relative valuations than the comparable companies included in the April 30 Valuation Report. In addition, the offering
price range considered the use of forward financial forecasts for future calendar years, rather than forward financial forecasts based on our fiscal year, which were used in the April 30 Valuation Report.

We estimate that these combined factors resulted in an increase in the fair value of our common stock of from $20.19 to $[***] per
share.

 Based upon all the factors discussed above and due to the proximity of the grants in June 2012 to the date of the
determination of the anticipated initial offering price range and the lack of marketability of the common stock in June 2012, for financial reporting purposes, we applied a non-marketability discount of 7% to $[***] per share, the mid-point
of the anticipated initial offering price range set forth on the cover page of this prospectus, to determine the fair value of our common stock granted in June 2012. Based on this calculation, we assessed the fair value of our common stock for
awards granted in June 2012 to be $[***] per share.

CORRESP
1
filename1.htm

SEC Response Letter

 July 2, 2012

 Via EDGAR and Overnight Delivery

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attention:

Barbara C. Jacobs

 Matthew Crispino

 Craig
Wilson

 Morgan Youngwood

Re:

 Palo Alto Networks, Inc.

Amendment No. 2 to Registration Statement on Form S-1

 Filed on June 8, 2012

 File No. 333-180620

 Ladies and Gentlemen:

 On behalf of Palo Alto Networks, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated June 29, 2012, relating to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-180620) (“Amendment
No. 2”) filed with the Commission on June 8, 2012 (the “Registration Statement”).

 We
advise the Staff that the Company intends to file via EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”) on July 9, 2012, in order to, among other things, disclose a preliminary price range and
incorporate changes to the disclosure in response to the Staff’s comments and as further described herein.

 In this
letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of Amendment
No. 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quarterly Results of Operations, page 66

1.
Please explain in greater detail why you recorded a benefit from income taxes during the three months ended April 30, 2012 as a result of better than
expected income before income taxes and your U.S. federal alternative minimum tax position.

 In response
to the Staff’s comment, we will revise the disclosure in Amendment No. 3 to explain in greater detail why the Company recorded a benefit from income taxes during the three months ended April 30, 2012 as a result of better than
expected income before income taxes and its U.S. federal alternative minimum tax position. Specifically, we intend to replace the last two sentences under “—Quarterly Expense Trends” on page 68 of Amendment No. 2 with the
following:

 “For the three month period ended April 30, 2012, we recorded a benefit for income taxes due to a
decrease in our estimated annual effective tax rate. The decrease in our estimated annual effective tax rate was the result of better than expected income before income taxes for the three month period end April 30, 2012. Our domestic

 Securities and Exchange Commission

 July 2, 2012

  Page
 2

income before income taxes is subject to limited U.S. federal tax at the U.S. federal alternative minimum income tax rate and limited state tax due to our net operating loss carryforwards and
other tax attributes. The net impact of an increase in forecasted annual profit before tax without a proportional increase in forecasted annual tax expense resulted in a reduced estimated annual effective tax rate. This reduced estimated annual tax
rate applied to our results for the year to date period yielded an overall reduction in our year to date income tax expense. As such, an income tax benefit was recorded during the quarter ended April 30, 2012.”

Contractual Obligations and Commitments, page 70

2.
Tell us what consideration you gave to the inclusion of any liability associated with your unrecognized tax benefit obligation in the table of contractual
obligations. We refer you to Discussion Document E of the SEC Regulations Committee Meeting on April 17, 2007.

 We respectfully advise the Staff that the Company considered whether or not to include liabilities associated with its unrecognized tax benefit obligations in the table of contractual obligations. The
unrecognized tax benefit of $2.0 million disclosed in Note 9 to the consolidated financial statements includes $1.9 million of research and development tax credits. These credits do not represent an obligation as the Company has not used them to
reduce taxes payable. The Company concluded that the remaining $0.1 million obligation related to unrecognized tax benefits recognized in accordance ASC 740, Income Taxes, was not significant and therefore did not include the amount in the table of
contractual obligations and commitments or in footnote to the table. At such time when the obligation amount becomes significant, the Company will disclose the amount in the table or in a footnote to the table.

Critical Accounting Policies and Estimates

 Common Stock Valuations, page 74

3.
We note your revised disclosures in response to prior comment 9. Please revise your disclosures to clarify whether the same set of comparable companies were used
in all of your relevant valuation estimates prior to your determination of the anticipated initial offering price, including inputs to your stock options, common stock and discount rates.

In response to the Staff’s comment, when we file Amendment No. 3, we will revise the disclosure on pages 75 and 79 of Amendment
No. 2 to clarify that, for each valuation period, the Company appropriately considered the relevance of the comparable companies used for valuation estimates, and from time to time, the Company updated the set of comparable companies. For the
Staff’s reference, Annex A hereto includes a revised version of the last paragraph on page 75 of Amendment No. 2 reflecting the revised disclosure we intend to include in Amendment No. 3, as well as additional disclosure we
intend to include in the description of the fair value of the Company’s common stock in connection with awards granted in January and March 2012 which appears on page 79 of Amendment No. 2.

4.
We note your response to prior comment 10. Please revise your disclosures to explain in greater detail how you adjust the revenue multiples for comparable
companies and IPO companies with different business models.

 Securities and Exchange Commission

 July 2, 2012

  Page
 3

 Upon further consideration of the Staff’s comment, when we file Amendment
No. 3, we will revise the disclosure on pages 75 and 79 in Amendment No. 2 to clarify how the Company considered and determined revenue multiples for comparable companies and IPO companies with different business models. For the
Staff’s reference, Annex A hereto includes a revised version of the last paragraph on page 75 of Amendment No. 2 reflecting the revised disclosure we intend to include in Amendment No. 3, as well as additional disclosure we
intend to include in the description of the fair value of the Company’s common stock in connection with awards granted in January and March 2012 which appears on page 79 of Amendment No. 2.

5.
Please revise your table on page 76 to disclose the exact grant dates of your awards. In this regard, to the extent the May 2012 award grant date is closer to the
June 2012 IPO pricing date than the April 30, 2012 valuation date, please explain in greater detail why you believe it is reasonable to use the April 30, 2012 valuation for purposes of determining the fair value of your common stock
underlying the May 2012 awards. Please be advised that we may have additional comments.

 In response to
the Staff’s comment, we will revise the table on page 76 to disclose the exact grant date of the Company’s awards. For the Staff’s reference, Annex B hereto includes a revised version of the table reflecting the exact grant
dates of the Company’s awards. We supplementally advise the Staff that the Company received a valuation report on May 8, 2012 from a third-party valuation firm which determined the fair value of the Company’s common stock on
April 30, 2012 to be $20.19. On May 18, 2012, ten days after receiving the valuation report, the Company granted awards. During the 18-day period between April 30, 2012 and May 18, 2012, there was no significant change to the
Company’s business or any other significant events impacting the fair value of the Company’s common stock. Accordingly, the Company granted awards on May 18, 2012, with an exercise price of $20.19 and determined that the fair value of
its common stock for awards granted on May 18, 2012 to be $20.19 per share. We supplementally advise the Staff that the Company did not engage in any valuation discussions with the underwriters for nearly a month after it granted these awards,
and the Company did not have any other information on May 18, 2012, that would cause it to believe that the third-party valuation report it received on May 8, 2012 did not continue to be an appropriate factor for determining the fair value
of the common stock for the awards granted on May 18, 2012.

 Executive Compensation

Corporate Performance Measures, page 117

6.
We note your response to prior comment 13. As you are not fully complying with the disclosure requirements of Item 402(b) of Regulation S-K, please remove
the subheading “Compensation Discussion and Analysis” from page 112.

 In response to the
Staff’s comment, we will remove the subheading “Compensation Discussion and Analysis” in Amendment No. 3.

 Securities and Exchange Commission

 July 2, 2012

  Page
 4

 Consolidated Financial Statements

Note 5 Commitments and Contingencies

 Litigation, page F-16

7.
We note your response to prior comment 16. If there is a reasonable possibility that a loss exceeding amounts already recognized may have been incurred and the
amount of that additional loss would be material you must either disclose the estimated additional loss, or state that such an estimate cannot be made. Please tell us whether you believe that it is reasonably possible that additional losses would be
material and, if so, how your disclosures comply with paragraphs 3 through 5 of ASC 450-20-50.

 In
response to the Staff’s comment, we will revise the disclosure in Amendment No. 3. Specifically, we intend to add the following disclosure to the end of “—Litigation” in Note 5 to the Company’s Consolidated Financial
Statements:

 “To the extent there is a reasonable possibility that a loss exceeding amounts already recognized may be
incurred and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. We do not currently believe that it is reasonably possible that additional losses
in connection with litigation arising in the ordinary course of business would be material.”

 Note 14. Subsequent Events, page F-27

8.
Please revise to disclose the aggregate grant date fair values and vesting terms of the option grants.

In response to the Staff’s comment, we will revise the disclosure in Amendment No. 3 to disclose the aggregate grant date fair
values and vesting terms of the option grants. For the Staff’s reference, Annex C hereto includes a revised version of Note 14 to the Company’s Consolidated Financial Statements. We supplementally advise the Staff that we will
include the aggregate grant date fair value for the grants in June 2012 in Amendment No. 3.

 * * * * *

 Securities and Exchange Commission

 July 2, 2012

  Page
 5

 Please direct your questions or comments regarding the Company’s responses or
Amendment No. 3 to Jeffrey D. Saper or me at (650) 493-9300. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jon C. Avina

Jon C. Avina

Enclosures

cc (w/encl.):

Mark D. McLaughlin

Steffan C. Tomlinson

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Bruce K. Dallas, Esq.

Davis Polk & Wardwell LLP

Michael D. Bobroff

Ernst & Young LLP

 Annex A

 Revised disclosure to be included on page 75:

 When considering which
companies to include in our comparable company analysis, we focused on U.S. based companies in the information technology industry in which we operate. For comparable public companies, we focused on companies that address components of the network
security market and networking companies with similar business models of generating revenue from the sale of both products and services, companies with a market capitalization greater than $1 billion, companies with revenue growth rates generally
greater than 10%, and companies with net income and positive cash flow from operating activities. In considering companies that have recently completed their IPO, we selected those companies with business models similar to ours. From time to time we
updated the set of comparable companies as new or more relevant information became available. For example, over time we removed companies that had been acquired, added companies that had completed initial public offerings, and revised the list of
comparable companies when we received new information related to which companies the market may consider most comparable to us. Except as described below under “—January and March 2012,” these changes in comparable companies did not
result in a material change in fair value between valuations. At each valuation date we used the latest set of comparable companies for estimating market-based inputs to the valuation of our common stock including the determination of the discount
rate used.

 Additional disclosure to be included on page 79:

 We also added several networking companies with high growth rates to our set of comparable companies based upon new information regarding which companies the market may consider most comparable to us. As
a result, the set of comparable companies utilized in the valuation had a slightly higher multiple. The remaining increase in the fair value of our common stock during this period was primarily related to this adjustment to the set of comparable
companies.

 Annex B

 Grant Date

Number of Awards
Granted

Exercise Price

Fair Value Per Share of
Common Stock

 February 22, 2011

506,200

$
5.39

$
6.62

 February 28, 2011

1,000

5.39

6.62

 March 31, 2011

797,575

5.39

7.23

 May 26, 2011

245,000

7.84

7.84

 May 31, 2011

2,000

7.84

7.84

 June 11, 2011

65,000

7.84

8.82

 July 8, 2011

358,250

7.84

9.80

 September 30, 2011

2,855,734

10.77

10.77

 December 20, 2011

1,343,500

12.45

12.45

 March 6, 2012

1,471,800

15.50

15.50

 April 18, 2012

267,500

18.59

18.59

 May 18, 2012

743,500

20.19

20.19

 June 5, 2012

815,500

20.19

 Annex C

 Revised version of Note 14 to the Company’s Consolidated Financial Statements:

14.
Subsequent Events

 In May 2012,
we granted 743,500 options to employees with an exercise price of $20.19 per share with a grant date fair value of $8,207,000. These options vest over a four year service period.

In June 2012, we granted 815,000 options to employees with an exercise price of $20.19 per share with a grant date fair value of
$        . These options vest over a four year service period.

June 29, 2012

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
3300 Olcott Street
Santa Clara, CA  95054

Re: Palo Alto Networks, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed on June 8, 2012
File No. 333 -180620

Dear Mr. McLaughlin :

We have reviewed your amended registration statement and have the following
comments.  References to prior comments are to those in our letter dated May 31, 2 012.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quarterly Results of Operations, page 66

1. Please explain in greater detail why you recorded a benefit from income taxes during the
three months ended April 30, 2012 as a result of better than expected income before
income taxes and your U.S. federal alternative minimum tax position.

Contractual Obligations and Commitments, page 70

2. Tell us what consideration you gave to the inclusion o f any liability associated with your
unrecognized tax benefit obligation in the table of contractual obligations.  We refer you
to Discussion Document E of the SEC Regulations Committee Meeting on April 17,
2007.

Critical Accounting Policies and Estimates

Common Stock Valuations,  page 74

3. We note your revised disclosures in response to prior comment 9.  Please revise your
disclosures to clarify whether the same set of comparable companies were used in all of
your relevant valuation estimates prior to your determination of the anti cipated initial
offering price, including inputs to your stock options, common stock and discount rates.

Mark D. McLaughlin
Palo Alto Networks, Inc.
June 29 , 2012
Page 2

4. We note your response to prior comment 10.  Please revise your disclosures to explain in
greater detail how you adjust the revenue multiples for compa rable companies and IPO
companies with different business models.

5. Please revise your table on page 76 to disclose the exact grant dates of your  awards.  In
this regard, to the extent the May 2012 award grant date is closer to the June 2012 IPO
pricing d ate than the April 30, 2012 valuation date, please explain  in greater detail why
you believe it is reasonable to use the April 30, 2012 valuation for purposes of
determining the fair value of your common stock underlying the May 2012 awards.
Please be adv ised that we may have additional comments.

Executive Compensation

Corporate Performance Measures, page 117

6. We note your response to prior comment 13.  As you are not fully complying with the
disclosure requirements of Item 402(b) of Regulation S -K, please remove the subheading
“Compensation Discussion and Analysis” from page 112.

Consolidated Financial State ments

Note 5. Commitments and Contingencies

Litigation, page F -16

7. We note your response to p rior comment 16 .  If there is a reasonable possibility that a
loss exceeding amounts already recognized may have been incurred and the amount of
that additional loss would be material you must either disclose the estimated additional
loss, or state that such an estimate cannot be made.  Please tell us whether you believe
that it is reasonably possible that additional losses would be material and, if so, how your
disclosures comply with paragraphs 3 through 5 o f ASC 450 -20-50.

Note 14. Subsequent Events, page F -27

8. Please revise to disclose the aggregate grant date fair values and vesting terms of the
option grants.

Mark D. McLaughlin
Palo Alto Networks, Inc.
June 29 , 2012
Page 3

You may contact Morgan Youngwood, Staff Acc ountant, at (202) 551 -3479 or Craig
Wilson, Senior Assistant Chief Accountant, at (202) 551 -3488 if you have any questions
regarding comments on the financial statements and related matters.  Please address questions
regarding all other comments to Matthew  Crispino, Staff Attorney, at (202) 551 -3456 or, in his
absence, to me at (202) 551 -3730.

        Sincerely,

        /s/ Barbara C. Jacobs

        Barbara C. Jacobs
        Assistant Director

cc: Via E-mail
 Jeffrey D. Saper, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

Confidential Treatment Request Letter

 CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0003

 June 27, 2012

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

Re:

Palo Alto Networks, Inc.

Registration Statement on Form S-1

Initially filed April 6, 2012

File No. 333-180620

 Ladies and Gentlemen:

 On behalf of Palo Alto Networks, Inc. (the “Company”), and in connection with the submission of a letter dated May 10, 2012 (the “First Response Letter”) and a
letter dated June 18, 2012 (the “June 18 Supplemental Letter”) submitted in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received by letter dated May 3, 2012, relating to the Company’s Registration Statement on Form S-1 (File No. 333-180620), filed with the Commission on April 6, 2012 (the “Registration Statement”), we submit
this supplemental letter to further address comment no. 21 of the First Response Letter.

 Because of the commercially
sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and
Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of
the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting
confidential treatment.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 27, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0003

 Page
 2

 For the convenience of the Staff, we are providing to the Staff by overnight delivery
copies of this letter. In this letter, we have recited the prior comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Critical Accounting Policies and Estimates

 Common Stock Valuations,
page 69

21.
When determined, please tell us your proposed IPO price, when you first initiated discussions with underwriters and when the underwriters first communicated their
estimated price range and amount for your stock. When your estimated IPO price is known and included in your registration statement, please reconcile and explain the difference between the fair value of the underlying stock as of the most recent
valuation date and the midpoint of your IPO offering range.

 We previously addressed the Staff’s
comment in the June 18 Supplemental Letter and are supplementally providing the Staff with a draft of the disclosure to be included in an amendment to the Registration Statement. The disclosure included in Annex A to this letter
describes the factors contributing to the difference between the fair value of the Company’s common stock in May 2012 and the anticipated preliminary price range. The disclosure in Annex A will be included in an amendment to the
Registration Statement to be filed upon commencement of the marketing efforts for the proposed initial public offering, currently scheduled for Monday, July 9, 2012. In addition, we will amend the table on page 76 of Amendment No. 2 to
reflect the fair value of the Company’s common stock for awards granted in June 2012.

 In addition, we supplementally
advise the Staff that the Company believes that the valuation report dated May 8, 2012 (the “May Report”) was appropriate for determining the fair value of the common stock in May 2012 and that the straight-line calculation was
appropriate for determining the fair value of the common stock in June 2012. The Company believes that the May Report continues to be appropriate for determining the fair value of the common stock for the awards granted in May 2012, as the
assumptions used to inform this valuation report were based upon the best available information at the time determined in consultation with the Company’s third party valuation specialists. The Company considered alternatives to determining the
fair value of the common stock for financial reporting purposes for the awards granted in June 2012 but believes the use of the straight-line calculation for determining the fair value is reasonable because it is consistent with the practice the
Company has followed for determining the fair value of the common stock during intervening periods between contemporaneous valuations.

 * * * *

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 27, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0003

 Page
 3

 Please direct your questions or comments regarding the Company’s responses to Jeff
Saper, Jon Avina or me at (650) 493-9300. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Peter W. Hennessey

Peter W. Hennessey

cc:

Mark D. McLaughlin

Steffan C. Tomlinson

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper

Jon C. Avina

Wilson Sonsini Goodrich & Rosati, P.C.

Bruce K. Dallas

Davis Polk & Wardwell LLP

Michael D. Bobroff

Ernst & Young LLP

CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0003

 ANNEX A

 May 2012

 Between April 2012 and May 2012, the U.S. economy and the
financial markets began to experience volatility, which affected the market value of our comparable companies, although we experienced revenue growth as our products continued to gain more market awareness, generating $65.7 million in revenue for
the quarter ended April 30, 2012, compared to $31.2 million for the quarter ended April 30, 2011. During this period we also continued to make progress toward an initial public offering. In light of our recent performance, market
conditions, and progress toward a liquidity event, a contemporaneous third party valuation determined the fair value of our common stock to be $20.19 per share as of April 30, 2012, an increase of 8.6% from the fair value of our common stock as
of March 31, 2012 despite volatility in the financial markets during this period. This third party valuation, which we refer to as the “April 30 Valuation Report,” used a 20% weighting of the OPM under a merger and acquisition
scenario and an 80% weighting of the PWERM under an initial public offering scenario, reflecting our continued progress toward an initial public offering. In applying the PWERM, we assigned an 80% probability to a July 2012 initial public offering
and a 20% probability to a January 2013 initial public offering. The change in weighting of the OPM and PWERM scenarios resulted in an increase in the fair value of our common stock of approximately $0.39 from the valuation that was used for
purposes of establishing the fair value of options granted in April 2012. Based on the market valuations of companies that had recently completed an initial public offering and indications of forward-looking revenue multiples for the comparable
companies included in the April 30 Valuation Report, we determined that a revenue multiple of 3.5x to 5.0x applied to the fiscal 2013 revenue forecast was a reasonable estimation for an initial public offering.

The discount rate applied to our cash flows was 18%, and our enterprise value reflected a non-marketability discount of 10%. The decrease
in the discount rate to our cash flows from 20% represents a reduction in our inherent risk in financial forecasting as a result of continuing to demonstrate our ability to meet or exceed our financial forecasts and resulted in an additional
increase in the fair value of our common stock of approximately $0.15. Throughout May 2012, there was no significant change to our financial forecast or any other significant events impacting the fair value of our common stock. Based on the factors
discussed above and the April 30 Valuation Report, we granted awards in May 2012 with an exercise price of $20.19 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for awards granted in May
2012 to be $20.19 per share.

 June 2012

 In June 2012 we continued to see strength in our business, even though the financial markets continued to experience volatility, we hired a new Senior Vice President Worldwide Field Operations and we
continued to perform well against our business plan. We determined, after consultation with the underwriters, that our anticipated initial offering price range as reflected in this prospectus is $[***] to $[***] per share. We believe
the difference between the fair value of our common stock for awards granted in May 2012, and the anticipated initial offering price range is a result of the following factors:

First, the initial offering price range necessarily assumes that the initial public offering has occurred and a public market for our
common stock has been created and, therefore, excludes the discounts associated

CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0003

with the timing or likelihood of an initial public offering, which were appropriately included in the April 30 Valuation Report. The assumptions included in the April 30 Valuation
Report and changed from the determination of the initial offering price range include a decrease in the non-marketability discount from 10% to 0%, the elimination of any weighting of a merger or acquisition scenario under the OPM, a change in the
probability of a July 2012 initial public offering from 80% to 100%, and a change in the discount rate from 18% to 0%.

Second, after discussions among the underwriters, management and our board of directors, the initial offering price range was informed by
the use of a broader group of comparable companies comprised of the comparable companies used in the April 30 Valuation Report and companies that have recently completed their initial public offerings, including software companies with higher
growth rates than the comparable companies used in the April 30 Valuation Report. The additional companies have higher relative valuations than the comparable companies included in the April 30 Valuation Report. In addition, the offering
price range considered the use of forward financial forecasts for future calendar years, rather than forward financial forecasts based on our fiscal year, which were used in the April 30 Valuation Report.

We estimate that these combined factors resulted in an increase in the fair value of our common stock of from $20.19 to $[***] per
share.

 Based upon all the factors discussed above and due to the proximity of the grants in June 2012 to the date of the
determination of the anticipated initial offering price range and the amount of time between the April 30 Valuation Report and the June grants, for financial reporting purposes, we applied a straight-line calculation using the fair value
determined in the April 30 Valuation Report of $20.19 per share and $[***] per share, the mid-point of the anticipated initial offering price range set forth on the cover page of this prospectus, to determine the fair value of our common
stock granted in June 2012. Based on this calculation, we assessed the fair value of our common stock for awards granted in June 2012 to be $         per share.

CORRESP
1
filename1.htm

Correspondence

 CONFIDENTIAL TREATMENT REQUESTED

BY PALO ALTO NETWORKS, INC.: PAN-0002

 June 18, 2012

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
Barbara C. Jacobs

Matthew Crispino

Craig Wilson

Morgan Youngwood

Re:
Palo Alto Networks, Inc.

Registration Statement on Form S-1

Initially filed April 6, 2012

File No. 333-180620

 Ladies and
Gentlemen:

 On behalf of Palo Alto Networks, Inc. (the “Company”), and in connection with the submission of a
letter dated May 10, 2012 (the “First Response Letter”) submitted in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated May 3, 2012, relating to the Company’s Registration Statement on Form S-1 (File No. 333-180620), filed with the Commission on April 6, 2012 (the “Registration Statement”), we submit this supplemental letter to
further address comment no. 21 of the First Response Letter.

 Because of the commercially sensitive nature of information
contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection
with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office
of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter. In this letter, we have
recited the prior comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 18, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0002

 Page
 2

 Critical Accounting Policies and Estimates

Common Stock Valuations, page 69

21.
When determined, please tell us your proposed IPO price, when you first initiated discussions with underwriters and when the underwriters first
communicated their estimated price range and amount for your stock. When your estimated IPO price is known and included in your registration statement, please reconcile and explain the difference between the fair value of the underlying stock as of
the most recent valuation date and the midpoint of your IPO offering range.

 We previously advised the
Staff that the Company first initiated formal discussions with the underwriters regarding the offering on February 22 and 23, 2012 and that the underwriters did not provide the Company with any valuation of the Company at that time. We
supplementally advise the Staff that, on June 15, 2012, representatives of Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc., the lead underwriters for the Company’s initial public offering (the
“Lead Underwriters”), and the Company discussed valuation and, based on then current market conditions, decided upon an anticipated preliminary price range of $[***] per share (the “Preliminary Price Range”).
The actual range to be included in the preliminary prospectus distributed to investors will be no greater than 20% of the top end of the range. Prior to June 15, 2012, the Company had not held discussions with the underwriters regarding the
Preliminary Price Range for the initial public offering.

 As described on pages 76 and 79 of Amendment No. 2 to the
Registration Statement (“Amendment No. 2”), the Company determined that the fair value of the Common Stock for awards granted in May 2012 was $20.19 per share. The Company believes that the significant factors that contributed to
the difference between $[***], the midpoint of the Preliminary Price Range, and $20.19, the per share fair value of the Common Stock as of May 18, 2012, as determined by the Company’s board of directors (the “Board”) and
informed by the valuation report dated as of April 30, 2012, from the Company’s third party valuation specialist (the “Valuation Report”), were as follows:

•

 The Preliminary Price Range necessarily assumes the consummation of a successful initial public offering and the creation of a public market for the
Common Stock by the end of July 2012. It therefore excludes any marketability or illiquidity discount for the Common Stock, which was appropriately taken into account in the Valuation Report, which was prepared as of a date approximately three
months prior to the date of the Company’s proposed initial public offering. In this regard, we note that even for companies in registration there is a substantial probability of an IPO being delayed or cancelled. According to a June 15, 2012,
article in The Wall Street Journal entitled “June’s Likely U.S. IPO Tally: A Fat Zero”, since mid-May “no IPOs have priced, and 14 have been withdrawn.”

•

 The Preliminary Price Range does not assign any weighting to any other outcome for the Company’s business, such as an acquisition of the Company
or a delay in the expected timing for the initial public offering. In contrast, the Valuation Report applied an 80% weighting to the PWERM under an initial public offering scenario, resulting in an indicated value of $21.70 per share, and a 20%
weighting to the option pricing method under a merger and acquisition scenario, resulting in an indicated value for the Common Stock of $14.11 per share. In addition, the PWERM analysis in the Valuation Report modeled potential initial public
offerings under two

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 18, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0002

 Page
 3

different time horizons (July 2012 and January 2013) and assigned probabilities to each scenario to determine the Company’s enterprise value. More specifically, the PWERM assigned an 80%
probability to a July 2012 initial public offering and a 20% probability to a January 2013 initial public offering with a resulting present value that was lower than the July 2012 analysis, reflecting the longer time horizon.

•

 In June 2012, the Company hired a new Senior Vice President of Worldwide Field Operations as part of its continued focus on investing in sales and
marketing to drive revenue growth.

•

 As described on page 75 of Amendment No. 2, when considering which companies to include in the Company’s comparable company analysis, the Company
focused on companies that address components of the network security market and networking companies with similar business models, namely, generating revenue from the sale of both products and services, market capitalization greater than $1 billion,
revenue growth rates generally greater than 10%, and net income and positive cash flow from operating activities. The Company recognized that many companies that had recently completed initial public offerings, such as LinkedIn, Jive and Splunk,
have business models and target markets that are not comparable to the Company. Therefore, the Company more strongly considered relevant revenue multiples from high growth companies that address a component of the network security market and
networking leaders with a similar business model.

•

 While the Lead Underwriters also believed that network security companies and networking leaders were relevant comparables, they placed a greater
emphasis on high growth enterprise software (including SaaS) companies, such as LinkedIn, Cornerstone, Splunk, Jive, Demandware, Bazaarvoice and NetSuite. The Lead Underwriters placed a greater emphasis on these companies because their revenue
growth rates and near-term margin profiles are more similar to the Company than those of the network security companies and networking leaders. These high growth enterprise software companies generally have higher revenue multiples than those
companies addressing the Company’s target network security market or having similar networking business models. As a result, the Preliminary Price Range reflects the application of a higher revenue multiple to the Company’s revenue
forecast than the multiple used in the Valuation Report.

•

 The Lead Underwriters’ Preliminary Price Range took into account the recent performance and valuation of companies that they feel may potentially
be viewed by certain investors as comparable to the Company and the recent performance of such companies with successful initial public offerings outside of the Company’s target network security market. For example, Splunk, a company that
provides a software platform that enables organizations to gain operational intelligence, priced its initial public offering at $17.00 per share on April 18, 2012. The closing price of Splunk’s common stock on June 14, 2012 was $31.66 per
share, representing an 86.2% increase from the initial public offering price and a revenue multiple over 13x market analysts’ forward looking revenue forecasts.

•

 Both the Lead Underwriters’ valuation model dated June 15, 2012 and the Valuation Report dated April 30, 2012 relied on forward looking revenue
forecasts. However, the Lead Underwriters’ valuation model was generated one and a half months after the Valuation Report and applied a revenue multiple to their projections of the Company’s revenue for calendar year ended December 31,
2013, consistent with their expectation that public investors will use calendar multiples for

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 18, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0002

 Page
 4

•

 valuation purposes, as opposed to the Valuation Report, which relied on revenue forecasts for the fiscal year ended July 31, 2013. Because the Company
and Lead Underwriters expect continued growth in its business during the remainder of calendar year 2013, the Lead Underwriters’ valuation models applied a revenue multiple to a higher revenue estimate.

Based upon all the factors discussed above, the Company advises the Staff that the Board appropriately granted options with exercise
prices at what it believed was the fair value at the time of grant. However, due to the proximity of the grants on June 5, 2012, to the date of the underwriters’ recommendation of the Preliminary Price Range, the Company intends to reassess the
fair value of its Common Stock for financial reporting purposes as of June 5, 2012. In reassessing the fair value of its Common Stock for financial reporting purposes as of June 5, 2012, the Company will apply a straight-line calculation from
$20.19, the fair value of the Common Stock as determined by the Board on May 18, 2012, to the mid-point of the preliminary price range included on the cover of the preliminary prospectus to be distributed to potential investors at the commencement
of the road show for the Company’s initial public offering.

 We supplementally advise the Staff that the Company does not
intend to disclose the Preliminary Price Range in the Registration Statement until it commences the marketing efforts for the proposed initial public offering, which is currently scheduled to commence on Monday, July 9, 2012. We will amend the table
on page 76 of Amendment No. 2 to reflect the Common Stock fair value and will disclose the above listed factors to describe the difference between the exercise price of options granted in June 2012 and the Preliminary Price Range at that time.

 * * * *

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

June 18, 2012

BY PALO ALTO NETWORKS, INC.: PAN-0002

 Page
 5

 Please direct your questions or comments regarding the Company’s responses to me or
Jeff Saper at (650) 493-9300. Thank you for your assistance.

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Jon C. Avina

 Jon C. Avina

cc:
Mark D. McLaughlin

Steffan C. Tomlinson

Jeffrey C. True, Esq.

Palo Alto Networks, Inc.

Jeffrey D. Saper

Wilson Sonsini Goodrich & Rosati, P.C.

Bruce K. Dallas

Davis Polk & Wardwell LLP

Michael D. Bobroff

Ernst & Young LLP

May 3 1, 2012

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
3300 Olcott Street
Santa Clara, CA  95054

Re: Palo Alto Networks, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed on May 10, 2012
File No. 333 -180620

Dear Mr. McLaughlin :

We have reviewed your amended registration statement and have the following
comments.  References to prior comments are to those in our letter dated May 3, 20 12.

Prospectus Summary

Risks Affecting Us, page 5

1. We note your response to prior comment 6.  After the number of shares to be offered has
been determined, please revise the last bullet point in this section to disclose the
aggregate percentage of the company’s common stock held by  directors, executive
officers and principal stockholders.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 54

2. We note your response to prior comment 14.  Ple ase revise your disclosures to clarify the
extent to which increases in product and service revenues were attributable to increases in
prices.  Explain your consideration of providing disclosures to discuss the average sales
price of your products and service s.  In addition, tell us your consideration of including
quantitative and qualitative disclosures that discuss the impact of gross margin
distinctions between sales of higher  and lower throughput products  as well as gross
margin distinctions for subscripti ons, which  typically have higher gross margins than
support and maintenance services.  For example, where you discuss services margin
increases being due to higher margin subscription sales in the interim period ended
January 31, 2012 , you then disclose the  service s margin increase in the year ended July
31, 2011 as due to an increase in support and maintenance and subscription sales

Mark  D. McLaughlin
Palo Alto Networks, Inc.
May 3 1, 2012
Page 2

 margins. The quantitative contribution and any material trends between the two service
elements is not clearly disclosed.  We r efer you to Item 303(a)(3) (ii) and (iii) of
Regulation S -K and Section III.B.1 of SEC Release No. 33 -8350.

3. Please revise your disclosures to quantify the increases in product and service revenues
attributable to new end -customers compared with existing en d-customers.   This appears
to be important information necessary to an understanding of your results of operations
and business.  We refer you to Section III.B.3 of SEC Release 33 -8350.

4. We note your response to prior comment 15.  Please r evise to provid e a more detailed
explana tion of the underlying reasons for material changes in revenues by geographic
area.  Explain why your revised disclosures do not include a discussion of the reasons for
the increase in revenues in the EMEA during the six month peri od ended January 31,
2012 compared with the six month period ended January 31, 2011.  In addition, please
revise your disclosures to explain why revenues increased in the APAC during fiscal
2011 compared with fiscal 2010.

5. We note your revised disclosure s in response to prior comment 16.  Please revise your
disclosures to quantify the impact that you expect unrecognized compensation expense to
have on your future results of operations.

6. Please consider removing the duplicate disclosures on page 56 regar ding the increase in
service revenues for the six month  period ended January 31, 2012 compared with the six
month period ended January 31, 2011.

Critical Accounting Policies and Estimates

Revenue Recognition, page 68

7. We note your response to prior comment 19.  Please revise your critical accounting
policy for revenue recognition to describe in greater detail the significant estimates and
assumptions used to determine the estimated selling price for the deliverables in your
multiple element arrangements.  In this respect, you should expand your disclosures to
further explain how you establish BESP primarily based on historical transaction pricing
by product as a percentage of list prices and also consider several other i nternal and
external factors including pricing practices, margin objectives, competition, and the
geographies in which you offer your products and services, and the type of sales channel.
We refer you to Section V of SEC Release No. 33 -8350.

Common Sto ck Valuations, page 70

8. We note your response to prior comment 20 and your disclosures that indicate using the
straight -line methodology provides the most reasonable conclusion for valuations of your
common stock on interim dates between contemporaneous th ird-party valuations.  We
believe this suggests that you have used a straight -line approach as a valuation

Mark  D. McLaughlin
Palo Alto Networks, Inc.
May 3 1, 2012
Page 3

 methodology to determine the fair value of your common stock at the various grant dates.
Please revise your disclosure to clarify that this is a str aight -line calculation and not a
valuation methodology.

9. We note your revised disclosures in response to prior comment 22.  Please revise your
disclosures to further explain how you selected comparable public peer companies in the
information security indu stry.  In this respect, you should more clearly describe how you
considered the business size, market share, growth rates and historical operating results
when selecting comparable companies.  In addition, your disclosures should also explain
any other fac tors that you considered in determining your selection of the closest
comparable companies.

10. Please clarify your use of the market -based approach in determining the enterprise value
of your company.  In  this respect, we note from your  disclosures that the
contemporaneous  third -party valuations are determined based on the income approach  at
each respective valuation date .  In addition, please revise your disclosures to e xplain how
you adjust the revenue multiples for comparable companies based on yo ur assessment of
the strengths and weaknesses of your company relative to the comparable companies.

11. We note your response to prior comment 24.  Please revise your disclosures to  quantify
how changes in the discount rate and non -marketability discount an d weightings between
valuation methods impacted the fair value determination at each respective valuation
date.

Business

Sales and Marketing, page 95

12. We note your response to prior comment 26.  Please disclose in this section that two
channel partners r epresented 29% of your total revenue  in 2011 and briefly discuss any
material  arrangements with these partners.

Executive Compensation

Corporate Performance Measures, page 112

13. We note your response to prior comment 29 regarding the competitive harm that you
believe would result from disclosure of your bookings and adjusted operating income
targets; however, we are unable to concur with your position that disclosure of the goals
for a completed financial period reasonabl y threatens competitive harm.  In this regard, it
is unclear from your response how competitors could pull together sufficiently -specific
information about your future operations, strategy or executive compensation plans from
the disclosure of a prior year ’s performance goals  to cause you competitive harm.  In
your response letter, please address with greater specificity how the disclosure of each of
the performance targets might be expected to affect the particular business decisions of

Mark  D. McLaughlin
Palo Alto Networks, Inc.
May 3 1, 2012
Page 4

 your competitors and, in so doing, would result in substantial competitive harm to the
company.  In the alternative, please revise this section to disclose the bookings and
adjusted operating income targets for your 2011 bonus plan.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 1.  Description of Business and Summ ary of Significant Accounting Policies

Revenue Recognition, page F -10

14. We note your expanded disclosures in response to prior comment 31.  Please revise your
disclosures to clarify how you determine VSOE for each of the undelivered elements
contained in y our software arrangements.  As part of your response, explain how you
determine the contractual service period over which to recognize the entire arrangement
fee when you are not able to establish VSOE for one or more of the undelivered
elements. We refer you to ASC 985-605-25-6 and 25-66 through 25 -73.

Note 10.  Net Income (Loss) Per Share

Unaudited Pro Forma Net Income (Loss) Per Share, page F -24

15. We note your revised disclosures in response to prior comment 18 that indicate share -
based compensation exp ense was excluded because you would not have recorded a
significant amount of expense related to these awards.  Explain and disclose your
consideration of Rule 11 -02(b)(5) of Regulation S -X.  In this regard, nonrecurring
charges such as these are the basis  for exclusion in the pro forma condensed income
statement and earnings per share amounts.

Note 5 Commitments and Contingencies

Litigation, page F -16

16. We note from your disclosures that you do not expect that the “ultimate ” costs to resolve
legal proceedings, claims and litigation will have a material adverse effect on your
consolidated financial position, results of operations, or cash flows.  Please explain  and
revise your disclosures to clarify your use of the term “ultim ate.”  It appears you are
using the term “ultimate” as a surrogate for the term “reasonably possible”  or “remote.”
We believe your disclosures should conform to the terms within the guidance in ASC
450-20-50.

Mark  D. McLaughlin
Palo Alto Networks, Inc.
May 3 1, 2012
Page 5

You may contact Morgan Youngwood, Staff Ac countant, at (202) 551 -3479 or Craig
Wilson, Senior Assistant Chief Accountant, at (202) 551 -3488 if you have any questions
regarding comments on the financial statements and related matters.  Please address questions
regarding all other comments to Matthe w Crispino, Staff Attorney, at (202) 551 -3456 or, in his
absence, to me at (202) 551 -3730.

        Sincerely,

        /s/ Barbara C. Jacobs

        Barbara C. Jacobs
        Assistant Director

cc: Via E-mail
 Jeffrey D. Saper, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

May 3, 2012

Via E -mail
Mark D. McLaughlin
President and CEO
Palo Alto Networks, Inc.
3300 Olcott Street
Santa Clara, CA  95054

Re: Palo Alto Networks, Inc.
Registration Statement on Form S-1
Filed on April 6, 2012
File No. 333 -180620

Dear Mr. McLaughlin :

We have reviewed your registration statement 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 dis closure.

Please respond to this letter by amending your registration statement and providing the
requested information.  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 yo ur
response.

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

General

1. We are in receipt of your requ est for confidential treatment in connectio n with Exhibit
10.15 .  Comments, if any, will be issued in a separate letter.  Any comments must be
resolved and your application must be complete before we may accelerate  the effective
date of your registration statement.

2. We will process your amendments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filling, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blank throu ghout the document has been provided.  Please understand that
the effect of the price range on disclosure throughout the document may  cause us to raise
issues in area s on which we have not previously commented .

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 2

 3. We will contact you separately regarding th e gatefold graphics included in your
prospectus.

4. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus
cover page that you  are an emerging growth  company  and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Section 107(b) of the Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 1 02(b)(1) of the Act, provide
a risk factor explaining that this election allows you to delay the adoption of
new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private com panies.
 Please state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a similar statement in your critical accounting
policy disc losures in MD&A.
Prospectus Summary , page 1

5. Please minimize the use in the prospectus of technical jargon that is not likely to be
understood by your readers.  If you cannot convey information without using jargon,
please explain what the jargon means the  first place the terms appear.  For example,
please eliminate, or explain, the terms “appliance form factor” and “natively integrate.”

6. Please disclose in the summary that your directors, executive officers and principal
stockholders will continue to have  substantial control over the company after the
offering.  Also, consider disclosing on the cover page the percentage of your voting
power to be held by your affiliates following the offering.

Overview, page 1

7. Please provide independent and objec tive s upport for your statement  here that you
"pioneered the next generation of network security” and your statement on page 4 that
you “were the first company to define and lead the industry’s transition from the legacy
stateful inspection approach to the next -generation firewall paradigm.”

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 3

 Risk Factors, page 9

8. We note your statement in the introductory paragraph of this section that “additional risks
and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that affect us.”  Please remove this stat ement as your
risk factor section should address current and known material risks.

“A portion of our revenue is  generated by sales t o government entities…,” page 25

9. Tell us what consideration you have given to quantifying the amount of your revenues
attributable to government agencies and to discussing your sales to such entities in your
business disclosure.  Refer to Item 101(c)(1)(ix) of Regulation S -K.

“As a result of becoming a public company…,” page 37

10. Since you qualify as an emerging growth company, please revise this risk factor to note
the exemption available to you to Section 404(b) of the Sarbanes -Oxley Act of 2002 .

Market and Industry Data, page 40

11. We note the following disclosure in this secti on: “While we believe the market position,
market opportunity and market share information included in this prospectus is generally
reliable, such information  is inherently  imprecise .”  As you know, the company is
responsible for the entire content of the registration statement and should not include
language that can be interpreted as a disclaimer of information contained in the filing.
Please revise accordingly.

12. Please supplementally provide us with the applicable pages of all third -party reports cited
in the prospectus.  To expedite our review, please clearly mark each report to highlight
the applicable portion or section containing the information and cross -reference it to the
appropriate location in the prospectus.  Also, please tell us if you commiss ioned any of
the reports you cite.

Managemen t’s Discussion and Analysis of Financial C ondition and Results of Operations

Overview, page 49

13. Consider expanding your overview  to provide insight into material opportunities,
challenges and risks, such as those presented by known material trends  and uncertainties,
on which your executives are most focused for both the short and long term.  For
example, consider discussing the cha llenges and risks you face from your recent
substantial growth , the litigation with Juniper Networks  and your plans to increase your
operating expenses in the future.  Please refer to Section III.A of SEC Release No. 33 -
8350 for further guidance.

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 4

 Key Fin ancial Metrics, page 50

14. Your disc losures indicate that operating results  will depend largely on end-customers
renewal rates for your services , your ability to attract new end-customers and the average
sales price of your products and services .  These appe ar to be important measures and
factors impacting your operating performance.  You also disclose on page 52 gross
margin distinctions between sales of higher  and lower throughput products  as well as
gross margin distinctions for subscriptions which typical ly have higher gross margins
than support and maintenance services.  Tell us how you considered  disclosures here and
in “Results of Operations” regarding quantitative and qualitative discussion and analysis
of the changes in these metrics  and product and s ervice distinctions as well as price and
volume increases that contribute to your revenue increases and gross margin changes for
each period presented .  We refer you to Item 303(a)(3)(iii) of Regulation S -K and to
Section III.B.1 of SEC Release No. 33 -8350 .

Results of Operations , page 53

15. Please r evise to explain the underlying reasons for material changes in revenues by
geographic area.  Your disclosures appear to indicate that a discussion by geographic area
is important information necessary to an understanding of your business.  We refer you to
Section III.B.4 of SEC Release 33 -8350.

16. We note from your disclosures on page F -20 that the total compensation cost related to
unvested share -based awards granted to employees under your stock plans, not ye t
recognized was approximately $25.6 million as of January 31, 2012.  We further note that
you have not recorded any compensation expense associated with the restricted stock
awards granted in January 2012 containing both a service cond ition and liquidity
condition.  Please r evise your disclosures to discuss the impact that you expect
unrecognized compensation expense to have on your future results of operations.

Quarterly Revenue Trends, page 63

17. We note that product revenue decreased by almost 10% in t he quarter ended January 31,
2012 as compared to the quarter ended October 31, 2011.  Please discuss the reasons for
this decrease.

Liquidity and Capital Resources, page 64

18. Your disclosures appear to be a mere recitation of the changes and other inform ation
evident from your financial statements. Please r evise your disclosures to focus on the
primary drivers of and other material factors necessary to an understanding of your cash
flows and the indicative value of historical cash flows.   As an example , please consider
revising  to disclose  the day ’s sales outstanding (“DSO”) at each balance sheet date and
the impact it has on your cash flows. We note a material drop in the DSO for the six

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 5

 months ended January 31, 2012.  We refer you to Section IV.B of SEC  Release No. 33 -
8350.

Critical Accounting Policies and Estimates

Revenue Recognition, page 66

19. Please r evise your critical accounting policy for revenue recognition to describe in greater
detail the significant factors, inputs, assumptions and methods us ed to determine the
estimated selling price for the deliverables  in your multiple element arrangements .  In
particular, we note your use of percentage of appliance list prices to price subscription
services.  We refer you to Section V of SEC Release No. 33 -8350.

Common Stock Valuations, page 69

20. Explain how you determined that a straight -line methodology provides the most
reasonable conclusion for valuations of your common stock on interim dates between
contemporaneous third -party valuations.  Please revi se your disclosures to discuss the
series of events related to exceeding your financial targets between valuation dates.
Explain whether there were any changes in your revenue targets or pretax earnings during
the intervening months.  Please provide us wi th your monthly revenues, pretax earnings
and cash flows for the periods December 2010 through March 2012.  Explain whether
there were any changes in your discount rate, non -marketability discount and weightings
during the intervening periods.

21. When determined, please tell us your proposed IPO price, when you first initiated
discussions with underwriters and when the underwriters first communicated their
estimated price range and amount for your stock.  When your estimated IPO price is
known and included in your registration statement, please reconcile and explain the
difference between the fair value of the underlying stock as of the most recent valuation
date and the midpoint of your IPO offering range.

22. Please revise to disclose the factors you  considered in determining your selection of the
comparable companies. For instance, you should more clearly describe how you selected
comparable companies for your common stock valuations whether based on industry,
size, revenue multiples and/or growth ra tes.  Clarify whether the same set of comparable
companies are used in all the relevant valuation estimates, including inputs to stock
options, common stock and discount rates.

23. Clarify your consideration of a liquidity event for the March 2011, June 201 1 and July
2011 valuations in which you applied the straight -line methodology.  In this respect, your
disclosures on page 70 indicate that you could not reasonably estimate the form and time
of a potential liquidity event prior to August 2011.

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 6

 24. Please revi se your disclosures to provide an enhanced discussion of the significant factors
contributing to the difference in fair value of your underlying common stock at each
valuation date.  For instance, your disclosures should explain more clearly the reasons fo r
the changes in the discount rate applied to your cash flows and the non -marketability
discount.  In addition, you should quantify how changes in the discount rate and non -
marketability discount and weightings between valuation methods impacted the fair v alue
determination at each respective valuation date.

Business

Customer Case Studies, page 92

25. Please supplementally advise us of the names of the customers discussed in the case
studies  in this section and tell us what consideration you gave to disclosi ng the names in
the prospectus.  In this regard, we note you disclose the identity of customers in case
studies included on your website.  Also, please disclose the approximate date that each
customer began using your products.

Sales and Marketing, page  93

26. We note your disclosure on page F -8 that in fiscal 2011 two partners represented 29% of
your total revenue – specifically, 16% and 13%.   Tell us what consideration you gave to
discussing this concentration in your risk factor on page 19 and to disclos ing any
implications on your business in your MD&A overview.  Also, tell us what consideration
you gave to discussing the material terms of your arrangements with these partners in this
section and filing any agreements as exhibits to your registration sta tement.  Refer to
Item 601(b )(10)(ii)(B) of Regulation S -K.

Manufacturing, page 94

27. We note that you have filed your Manufacturing Services Agreement with Flextronics
Telecom Systems as Exhibit 10.15 to your registration statement.  Please revise this
section to disclose the material terms of this agreement.  Also, tell us what consideration
you gave to discussing your arrangements with the original design manufacturer
reference d in the risk factor on page 22  and filing your agreements with this manufactur er
as exhibits to your registration statement.  Refer to Item 601(b)(10)(ii)(B) of Regulation
S-K.

Intellectual Property, page 95

28. Please expand this section to discuss the importance and the duration of your patents .
Refer to Item 101(c)(1)(iv) of Regulation S -K.

Mark D. McLaughlin
Palo Alto Networks, Inc.
May 3, 2012
Page 7

 Executive Compensation

Corporate Performance Measures, page 110

29. We note that the corporate performance measures for your 2011 bonus plan were
bookings and operating income.  Please revise to disclose the quarterly and full year
quantit ative performance targets for each of these financial performance measures.  Refer
to Item 402(b)(2)(v) of Regulation S -K.  To the extent you believe that disclosure of
these targets is not required because it would result in competitive harm such that you
may omit this information under Instruction 4 to Item 402(b) of Regulation S -K, please
provide in your response letter a detailed explanation of such conclusion.  In this regard,
please note that we generally do not agree with the argument that disclosing  a company -
level performance target for the prior fiscal year would cause a registrant competitive
harm when disclosure of the performance target will occur after the fiscal year has ended