|
Delaware
|
001-35594
|
20-2530195
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
4401 Great America Parkway
Santa Clara, California 95054
(Address of principal executive office, including zip code)
|
|
Exhibit No.
|
Description of Exhibit
|
3.1
|
Certificate of Change of Location of Registered Agent and/or Registered Office.
|
99.1
|
Press release dated as of August 30, 2016.
|
|
PALO ALTO NETWORKS, INC.
|
|
|
By:
|
/s/ M
ARK
D. M
C
L
AUGHLIN
|
|
Mark D. McLaughlin
|
|
Chief Executive Officer
|
Exhibit No.
|
Description of Exhibit
|
3.1
|
Certificate of Change of Location of Registered Agent and/or Registered Office.
|
99.1
|
Press release dated as of August 30, 2016.
|
By:
|
/s/ J
EFFREY
T
RUE
|
|
Authorized Officer
|
|
|
Name:
|
Jeffrey True
|
|
Print or Type
|
•
|
Fiscal fourth quarter total revenue grows 41 percent year over year to $400.8 million
|
•
|
Fiscal year 2016 total revenue grows 49 percent year over year to $1.4 billion
|
•
|
Fiscal fourth quarter billings grow 45 percent year over year to $572.4 million
|
•
|
Fiscal year 2016 billings grow 56 percent year over year to $1.9 billion
|
•
|
Announces $500 million share repurchase authorization
|
•
|
Announced Executive Appointments
–
Underscoring our commitment to scaling our operations for continued unprecedented growth, Dave Peranich joined us as our new executive vice president of worldwide sales, reporting to Mark Anderson. Mark Anderson has been promoted to president with responsibility for sales, our go-to-market strategies, customer support and business
|
•
|
Recognized as a Leader Again –
For the fifth consecutive year, we were recognized as a leader in the Gartner, Inc. Magic Quadrant for Enterprise Network Firewalls report.
1
|
•
|
Teamed With Accenture –
To help organizations better protect themselves and mitigate risk, we teamed with Accenture, Splunk and Tanium to develop an integrated security offering, wrapped with Accenture services, that includes our Next-Generation Security Platform.
|
•
|
Enhanced Traps™ Advanced Endpoint Protection
–
With our new Traps offering, version 3.4, we further strengthened our malware and exploit prevention capabilities, continuing to alleviate the need for legacy antivirus products to protect endpoints.
|
•
|
Established WildFire™ EU Cloud
–
Our WildFire EU cloud, hosted in a newly established data center in the Netherlands, enables European organizations with data privacy, protection and localization concerns to realize the full power of our cloud-based threat analysis and prevention capabilities.
|
•
|
Received ICSA Labs Certification –
WildFire received ICSA Labs certification for the third quarter in a row as an Advanced Threat Defense solution. The combined power of our next-generation firewall, URL Filtering, WildFire service and Traps offering achieved this certification with a detection rate of 98 percent and the lowest false-positive rate of any product tested.
|
•
|
Hosted More Than 800 Channel Partners at Our 2017 Sales Kickoff –
We continued our investment in our channel relationships by hosting more than 800 channel partners who participated side by side with our sales representatives in our annual sales training event in mid-August.
|
•
|
Total fiscal first quarter revenue in the range of $396 to $402 million, representing year-over-year growth between 33 percent and 35 percent.
|
•
|
Diluted non-GAAP net income per share in the range of $0.51 to $0.53 using 92 to 94 million shares.
|
•
|
Diluted non-GAAP net income per share in the range of $2.75 to $2.80 using 94 to 96 million shares.
|
Palo Alto Networks, Inc.
|
|||||||||||||||
Preliminary Consolidated Statements of Operations
|
|||||||||||||||
(In millions, except per share data)
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended July 31,
|
|
Year Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
191.1
|
|
|
$
|
154.1
|
|
|
$
|
670.8
|
|
|
$
|
492.7
|
|
Services
|
209.7
|
|
|
129.8
|
|
|
707.7
|
|
|
435.4
|
|
||||
Total revenue
|
400.8
|
|
|
283.9
|
|
|
1,378.5
|
|
|
928.1
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
48.5
|
|
|
38.5
|
|
|
175.4
|
|
|
131.1
|
|
||||
Services
|
53.2
|
|
|
35.8
|
|
|
194.6
|
|
|
120.4
|
|
||||
Total cost of revenue
|
101.7
|
|
|
74.3
|
|
|
370.0
|
|
|
251.5
|
|
||||
Total gross profit
|
299.1
|
|
|
209.6
|
|
|
1,008.5
|
|
|
676.6
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
76.5
|
|
|
53.1
|
|
|
284.2
|
|
|
185.8
|
|
||||
Sales and marketing
|
228.1
|
|
|
162.4
|
|
|
776.0
|
|
|
522.7
|
|
||||
General and administrative
|
39.9
|
|
|
28.6
|
|
|
138.4
|
|
|
101.6
|
|
||||
Total operating expenses
|
344.5
|
|
|
244.1
|
|
|
1,198.6
|
|
|
810.1
|
|
||||
Operating loss
|
(45.4
|
)
|
|
(34.5
|
)
|
|
(190.1
|
)
|
|
(133.5
|
)
|
||||
Interest expense
|
(6.0
|
)
|
|
(5.6
|
)
|
|
(23.4
|
)
|
|
(22.3
|
)
|
||||
Other income (expense), net
|
2.7
|
|
|
(0.5
|
)
|
|
8.4
|
|
|
0.2
|
|
||||
Loss before income taxes
|
(48.7
|
)
|
|
(40.6
|
)
|
|
(205.1
|
)
|
|
(155.6
|
)
|
||||
Provision for income taxes
|
5.8
|
|
|
5.4
|
|
|
20.8
|
|
|
9.4
|
|
||||
Net loss
|
$
|
(54.5
|
)
|
|
$
|
(46.0
|
)
|
|
$
|
(225.9
|
)
|
|
$
|
(165.0
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.61
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(2.59
|
)
|
|
$
|
(2.02
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
88.9
|
|
|
84.0
|
|
|
87.1
|
|
|
81.6
|
|
Palo Alto Networks, Inc.
|
|||||||||||||||
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|||||||||||||||
(In millions, except per share amounts)
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Year Ended
|
||||||||||||
|
July 31
|
|
July 31
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
GAAP net loss
|
$
|
(54.5
|
)
|
|
$
|
(46.0
|
)
|
|
$
|
(225.9
|
)
|
|
$
|
(165.0
|
)
|
Share-based compensation related charges
|
112.7
|
|
|
68.9
|
|
|
407.5
|
|
|
233.2
|
|
||||
Acquisition related costs
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.7
|
|
||||
Amortization expense of acquired intangible assets
|
2.0
|
|
|
2.0
|
|
|
8.3
|
|
|
7.0
|
|
||||
Litigation related charges
|
3.1
|
|
|
3.1
|
|
|
12.3
|
|
|
12.3
|
|
||||
Non-cash interest expense related to convertible notes
|
6.0
|
|
|
5.6
|
|
|
23.4
|
|
|
22.2
|
|
||||
Foreign currency (gain) loss associated with non-GAAP adjustments
|
(0.6
|
)
|
|
0.9
|
|
|
(0.3
|
)
|
|
1.4
|
|
||||
Income tax and other tax adjustments related to the above
|
(22.5
|
)
|
|
(9.9
|
)
|
|
(72.7
|
)
|
|
(36.6
|
)
|
||||
Non-GAAP net income
|
$
|
46.2
|
|
|
$
|
25.0
|
|
|
$
|
152.6
|
|
|
$
|
75.2
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP net loss per share, diluted
|
$
|
(0.61
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(2.59
|
)
|
|
$
|
(2.02
|
)
|
Share-based compensation related charges
|
1.25
|
|
|
0.81
|
|
|
4.58
|
|
|
2.79
|
|
||||
Acquisition related costs
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.01
|
|
||||
Amortization expense of acquired intangible assets
|
0.02
|
|
|
0.02
|
|
|
0.10
|
|
|
0.09
|
|
||||
Litigation related charges
|
0.03
|
|
|
0.04
|
|
|
0.14
|
|
|
0.15
|
|
||||
Non-cash interest expense related to convertible notes
|
0.07
|
|
|
0.07
|
|
|
0.27
|
|
|
0.27
|
|
||||
Foreign currency (gain) loss associated with non-GAAP adjustments
|
(0.01
|
)
|
|
0.01
|
|
|
0.00
|
|
|
0.02
|
|
||||
Income tax and other tax adjustments related to the above
|
(0.25
|
)
|
|
(0.12
|
)
|
|
(0.83
|
)
|
|
(0.45
|
)
|
||||
Non-GAAP net income per share, diluted
|
$
|
0.50
|
|
|
$
|
0.28
|
|
|
$
|
1.67
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP weighted-average shares used to compute net loss per share, diluted
|
88.9
|
|
|
84.0
|
|
|
87.1
|
|
|
81.6
|
|
||||
Weighted-average effect of potentially dilutive securities [a]
|
2.8
|
|
|
6.1
|
|
|
4.2
|
|
|
5.8
|
|
||||
Non-GAAP weighted-average shares used to compute net income per share, diluted
|
91.7
|
|
|
90.1
|
|
|
91.3
|
|
|
87.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
187.5
|
|
|
$
|
111.3
|
|
|
$
|
658.1
|
|
|
$
|
350.3
|
|
Less: purchases of property, equipment, and other assets
|
16.3
|
|
|
11.9
|
|
|
72.5
|
|
|
33.8
|
|
||||
Free cash flow
|
$
|
171.2
|
|
|
$
|
99.4
|
|
|
$
|
585.6
|
|
|
$
|
316.5
|
|
Net cash provided by (used in) investing activities
|
$
|
0.4
|
|
|
$
|
(198.4
|
)
|
|
$
|
(338.9
|
)
|
|
$
|
(679.0
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(3.5
|
)
|
|
$
|
8.8
|
|
|
$
|
39.4
|
|
|
$
|
50.7
|
|
Palo Alto Networks, Inc.
|
|||||||||||||||
Calculation of Billings
|
|||||||||||||||
(In millions)
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Year Ended
|
||||||||||||
|
July 31
|
|
July 31
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenue
|
$
|
400.8
|
|
|
$
|
283.9
|
|
|
$
|
1,378.5
|
|
|
$
|
928.1
|
|
Add: change in total deferred revenue
|
171.6
|
|
|
109.7
|
|
|
527.1
|
|
|
291.0
|
|
||||
Billings
|
$
|
572.4
|
|
|
$
|
393.6
|
|
|
$
|
1,905.6
|
|
|
$
|
1,219.1
|
|
Palo Alto Networks, Inc.
|
|||||||
Preliminary Consolidated Balance Sheets
|
|||||||
(In millions)
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
July 31, 2016
|
|
July 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
734.4
|
|
|
$
|
375.8
|
|
Short-term investments
|
551.2
|
|
|
413.2
|
|
||
Accounts receivable, net
|
348.7
|
|
|
212.4
|
|
||
Prepaid expenses and other current assets
|
84.8
|
|
|
72.6
|
|
||
Total current assets
|
1,719.1
|
|
|
1,074.0
|
|
||
Property and equipment, net
|
117.2
|
|
|
62.9
|
|
||
Long-term investments
|
652.8
|
|
|
538.8
|
|
||
Goodwill
|
163.5
|
|
|
163.5
|
|
||
Intangible assets, net
|
44.0
|
|
|
52.7
|
|
||
Other assets
|
64.6
|
|
|
73.3
|
|
||
Total assets
|
$
|
2,761.2
|
|
|
$
|
1,965.2
|
|
Liabilities, temporary equity, and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
30.2
|
|
|
$
|
13.2
|
|
Accrued compensation
|
73.5
|
|
|
79.8
|
|
||
Accrued and other liabilities
|
39.2
|
|
|
28.2
|
|
||
Deferred revenue
|
703.9
|
|
|
423.9
|
|
||
Convertible senior notes, net
|
—
|
|
|
487.1
|
|
||
Total current liabilities
|
846.8
|
|
|
1,032.2
|
|
||
Convertible senior notes, net
|
508.2
|
|
|
—
|
|
||
Long-term deferred revenue
|
536.9
|
|
|
289.8
|
|
||
Other long-term liabilities
|
79.4
|
|
|
67.4
|
|
||
Temporary equity
|
—
|
|
|
87.9
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital
|
1,515.5
|
|
|
988.7
|
|
||
Accumulated other comprehensive income (loss)
|
1.0
|
|
|
(0.1
|
)
|
||
Accumulated deficit
|
(726.6
|
)
|
|
(500.7
|
)
|
||
Total stockholders’ equity
|
789.9
|
|
|
487.9
|
|
||
Total liabilities, temporary equity, and stockholders’ equity
|
$
|
2,761.2
|
|
|
$
|
1,965.2
|
|
Palo Alto Networks, Inc.
|
|||||||
Preliminary Consolidated Statements of Cash Flows
|
|||||||
(In millions)
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
Year Ended July 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(225.9
|
)
|
|
$
|
(165.0
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Share-based compensation for equity based awards
|
392.8
|
|
|
221.3
|
|
||
Depreciation and amortization
|
42.8
|
|
|
28.9
|
|
||
Amortization of investment premiums, net of accretion of purchase discounts
|
3.0
|
|
|
3.2
|
|
||
Amortization of debt discount and debt issuance costs
|
23.4
|
|
|
22.3
|
|
||
Excess tax benefit from share-based compensation arrangements
|
(0.5
|
)
|
|
(2.5
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
(136.4
|
)
|
|
(76.8
|
)
|
||
Prepaid expenses and other assets
|
2.6
|
|
|
(34.2
|
)
|
||
Accounts payable
|
15.1
|
|
|
(3.5
|
)
|
||
Accrued compensation
|
(6.3
|
)
|
|
31.1
|
|
||
Accrued and other liabilities
|
20.4
|
|
|
34.5
|
|
||
Deferred revenue
|
527.1
|
|
|
291.0
|
|
||
Net cash provided by operating activities
|
658.1
|
|
|
350.3
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of investments
|
(1,037.0
|
)
|
|
(987.6
|
)
|
||
Proceeds from sales of investments
|
141.9
|
|
|
18.5
|
|
||
Proceeds from maturities of investments
|
628.7
|
|
|
339.0
|
|
||
Business acquisitions, net of cash acquired
|
—
|
|
|
(15.1
|
)
|
||
Purchases of property, equipment, and other assets
|
(72.5
|
)
|
|
(33.8
|
)
|
||
Net cash used in investing activities
|
(338.9
|
)
|
|
(679.0
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from sales of shares through employee equity incentive plans
|
45.3
|
|
|
48.2
|
|
||
Excess tax benefit from share-based compensation arrangements
|
0.5
|
|
|
2.5
|
|
||
Payment of deferred consideration related to prior year business acquisition
|
(6.4
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
39.4
|
|
|
50.7
|
|
||
Net increase (decrease) in cash and cash equivalents
|
358.6
|
|
|
(278.0
|
)
|
||
Cash and cash equivalents - beginning of period
|
375.8
|
|
|
653.8
|
|
||
Cash and cash equivalents - end of period
|
$
|
734.4
|
|
|
$
|
375.8
|
|