UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-27130
NetApp, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0307520
(I.R.S. Employer
Identification No.)
3060 Olsen Drive,
San Jose, California 95128
(Address of principal executive offices, including zip code)
(408) 822-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 Par Value
Trading Symbol(s)
NTAP
Name of exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☑
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Accelerated filer
Smaller reporting company
☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of voting stock held by non-affiliates of the registrant, as of October 30, 2020, the last business day of the registrant’s most recently completed second fiscal
quarter, was $5,651,372,914 (based on the closing price for shares of the registrant’s common stock as reported by the NASDAQ Global Select Market on that date). Shares of common stock held
by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of
possible affiliate status is not a conclusive determination for other purposes.
On June 2, 2021, 223,217,394 shares of the registrant’s common stock, $0.001 par value, were outstanding.
The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be
filed with the Securities and Exchange Commission not later than 120 days after April 30, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Business
Item 1
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2
Item 3
Item 4
Properties
Legal Proceedings
Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 5
Item 6
Item 7
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9
Item 9A Controls and Procedures
Item 9B Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15
Signatures
Exhibits, Financial Statement Schedules
PART IV
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Cautionary Note on Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are all statements (and their
underlying assumptions) included in this document that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but
rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,”
“plan,” “predict,” “seek,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to
future events or circumstances. A non-comprehensive list of the topics including forward-looking statements in this document includes:
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our future financial and operating results;
our strategy;
our beliefs and objectives for future operations, research and development;
expectations regarding future product releases, growth and performance;
political, economic and industry trends;
expected timing of, customer acceptance of and benefits from, product introductions, developments and enhancements;
expected benefits from acquisitions, joint ventures, growth opportunities and investments;
expected outcomes from legal, regulatory and administrative proceedings;
our competitive position;
our short-term and long-term cash requirements, including, without limitation, anticipated capital expenditures;
our anticipated tax rate;
the repayment of our indebtedness; and
future uses of our cash, including, without limitation, the continuation of our stock repurchase and cash dividend programs.
All forward-looking statements included in this document are inherently uncertain as they are based on management’s current expectations and
assumptions concerning future events and are subject to numerous known and unknown risks and uncertainties. Therefore, actual events and results may
differ materially from these forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, but
are not limited to:
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the impacts of the global COVID-19 pandemic and uneven recovery on our business operations, financial condition, results of operations or
cash flows;
the overall growth, structure and changes in the networked storage market;
our ability to expand our total available market and grow our portfolio of products and solutions;
our ability to introduce new and differentiated products, solutions and services without disruption;
our ability to successfully execute new business models;
our ability to successfully execute on our Data Fabric strategy to generate profitable growth and stockholder return;
general global political, macroeconomic, social, health and market conditions;
our ability to accurately forecast demand for our products, solutions and services, and future financial performance;
our ability to successfully manage our backlog;
disruptions in our supply chain, which could limit our ability to ship products to our customers in the amounts and at the prices forecasted;
our ability to maintain our customer, partner, supplier and contract manufacturer relationships on favorable terms and conditions;
our ability to maintain our gross profit margins;
our ability to timely and successfully introduce and increase volumes of new products and services and to forecast demand and pricing for the
same;
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changes in U.S. government spending;
the actions of our competitors including, without limitation, their ability to introduce competitive products and to acquire businesses and
technologies that negatively impact our strategy, operations or customer demand for our products;
the impact of industry consolidation affecting our suppliers, competitors, partners and customers;
our ability to grow direct and indirect sales and to efficiently provide global service and support;
our ability to design, manufacture and market products meeting global environmental standards;
failure of our products and services to meet our customers’ quality requirements, including, without limitation, any epidemic failure event
relating to our systems installed by our customers in their IT infrastructures;
our ability to resolve ongoing litigation, tax audits, government audits, inquiries and investigations in line with our expectations;
the availability of acceptable financing to support our future cash requirements;
our ability to effectively integrate acquired businesses, products and technologies;
valuation and liquidity of our investment portfolio;
foreign exchange rate impacts;
our ability to successfully recruit and retain critical employees and to manage our investment in people, process and systems;
our ability to anticipate techniques used to obtain unauthorized access or to sabotage systems and to implement adequate preventative measures
against cybersecurity and other security breaches; and
those factors discussed under the heading “Risk Factors” elsewhere in this Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are based
upon information available to us at this time. These statements are not guarantees of future performance. Except as required by law, we disclaim any
obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the foregoing
factors as well as other important factors.
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Item 1. Business
Overview
PART I
NetApp, Inc. (NetApp, we, or us) is a global cloud-led, data-centric software company, building on a rich history of software innovation. We bring
enterprise-grade data services to the leading clouds, and the simple flexibility of cloud into the data center. We help organizations run large and demanding
workloads on the public cloud and in hybrid cloud environments with industry-leading solutions that work across diverse environments and the leading public
clouds. We empower organizations to lead with data in the age of accelerated digital transformation. We were incorporated in 1992 and are headquartered in
San Jose, California. In a world where technology is pervasive and changing expectations, digital transformation tops the strategic agenda in most
organizations. To successfully transform, data must become the lifeblood of an organization, accelerating efforts to create new customer experiences and
seize opportunities for innovation, while at the same time, optimizing operations for cost, scale, speed, and agility. Digital transformations are driving IT
organizations to future-proof on-premises investments for a cloud-next world, move enterprise workloads to the cloud, and continually pursue the promise of
cloud-native innovation. Meeting these requirements means transforming IT to take control and thrive in a multi-cloud world. This puts IT leaders under
pressure to harness today’s wealth of data and leverage technology to create value across the entire organization.
Our strategy is to apply our rich data-centric software innovation to enable customers to thrive in a hybrid cloud world and build data fabrics to accelerate
data-driven digital transformations. A data fabric simplifies the integration and orchestration of data services across clouds and on-premises to accelerate
digital transformation. We help organizations to get the most out of their cloud experience – whether public, private or hybrid – by enabling IT to discover,
integrate, automate, optimize, protect, and secure data and applications. NetApp delivers the full range of capabilities organizations need for their data
fabrics, enabling the business to deliver the data and applications to the right place at the right time with the right capabilities to fuel innovation.
Product, Solutions and Services Portfolio
NetApp provides software, systems and cloud services that allow organizations to run their applications from the data center to the cloud, whether they
are developing in the cloud, moving to the cloud, or creating their own cloudlike experiences on-premises.
Public Cloud Services
NetApp's public cloud services (formerly referred to as “Cloud Data Services”) are delivered as cloud-based software and as Software-as-a-Service
(SaaS). Our portfolio of enterprise-class solutions and services enables customers to fully control and manage storage systems in the cloud, consume high-
performance storage services for primary workloads, and optimize cloud environments for cost and efficiency. These solutions and services are generally
available on the leading public clouds, including Microsoft Azure, Google Cloud Platform and Amazon Web Services (AWS).
The public cloud services portfolio can be categorized into four solution areas:
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Cloud Storage – Software and services available for the management of storage in the public clouds.
Cloud Controls – A centralized control plane to automate, monitor, orchestrate, manage, and optimize applications, services, and data in the
cloud and hybrid-cloud environments.
Cloud Services and Analytics – SaaS services that help protect, leverage, and optimize customer investments in the cloud.
Cloud Optimization – Services that automate and continuously optimize cloud compute infrastructure, helping companies reduce their compute
costs while ensuring scalability and availability, as well as offerings that provide managed virtual desktop services.
Cloud Storage
NetApp Cloud Volumes delivers cloud storage as customer-managed software or as a fully managed service, enabling customers to choose whether to
fully control and manage their own storage systems in the cloud or simply select their performance levels, service level agreements (SLAs), and service level
objectives (SLOs).
Customers benefit from the ability to migrate data to the cloud securely and efficiently with built-in data transport features and services for existing
NetApp or third-party storage and can choose where to deploy primary workloads without having to re-architect the applications or databases. These cloud
storage offerings are available on the major cloud providers, including Microsoft (Azure NetApp Files), Google (Cloud Volumes Service for Google Cloud),
and Amazon (Cloud Volumes Service for AWS). For those customers who wish to manage their own cloud storage implementation, we offer Cloud Volumes
ONTAP, a cloud-based data management service built on NetApp ONTAP storage software.
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Cloud Controls
NetApp Cloud Manager provides IT experts and cloud architects with a centralized control plane to manage, monitor, and automate data in hybrid-
cloud environments, delivering an integrated experience of NetApp's Cloud Solutions and Services.
NetApp Virtual Desktop Service (VDS) enables organizations to deploy, manage, and optimize virtual desktop environments through a SaaS-delivered
global control plane for virtual desktop management that functions as an extension of their cloud environment.
Cloud Services and Analytics
NetApp Cloud Insights is an infrastructure monitoring tool that gives organizations visibility into their entire infrastructure with the ability to monitor,
troubleshoot, and optimize cost across all resources, including public clouds and private data centers.
NetApp Cloud Sync delivers simple, rapid, and continuous data migration and synchronization service for file systems with any cloud or on-premises
target.
NetApp Cloud Compliance, driven by artificial intelligence algorithms with automated controls for data privacy regulations such as the General Data
Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and more, enables organizations to get their business application data, on-
premises data, and cloud environments privacy-ready.
NetApp Cloud Tiering service allows customers to retain on-premises, high-performance All-Flash FAS (AFF) and FAS Solid-State Disk (SSD) storage
and combine it with the benefits of cloud economics. By leveraging the low costs of Azure Blob and Amazon S3 object storage for cold data, organizations
can optimize their investments.
NetApp SaaS Backup service is a secure, encrypted cloud-native offering that safeguards business-critical Microsoft Office 365 data from corruption,
malicious or accidental deletion via a backup and restore offering.
NetApp Cloud Backup delivers seamless and cost-effective backup and restore capabilities for protecting and archiving cloud and on-premises ONTAP
data.
NetApp Global File Cache is a software-based solution that delivers fast and secure access to data for users by caching active data sets to distributed
offices globally.
Cloud Optimization
Spot by NetApp offers a portfolio of compute and storage services that monitor and analyze applications' needs and automatically optimize cloud
resources to meet those needs. These cloud operations services help drive cloud resource optimization in real-time for both compute and storage, offering
significant operational savings while maintaining SLAs and SLOs.
Spot Cloud Analyzer by NetApp is a cloud management and optimization dashboard. It provides a gateway to other tools that optimize cloud spending,
including tracking and monitoring of cloud expenses, identifying waste and potential optimization points, and providing executable action items.
Spot Eco by NetApp automates reserved instance lifecycle management. By providing comprehensive lifecycle management, Eco is a flexible reserved
capacity management service that allows users to plan, buy, and sell reserved instances.
Spot Ocean by NetApp provides automation for cloud infrastructure containers. It continuously analyzes how containers are using infrastructure and
automatically scales compute resources to maximize utilization and availability.
Spot Wave by NetApp allows organizations to automate infrastructure provisioning, management, and scaling for big data cloud environments. Wave
simplifies, automates, and optimizes cloud infrastructure for Apache Spark running on Kubernetes.
Spot Elastigroup by NetApp simplifies and automates cloud infrastructure for scale-out applications running in Microsoft Azure, Google Cloud
Platform and Amazon AWS, freeing operations teams from infrastructure management burdens. It continuously analyzes resource usage and provides
autoscaling groups that optimize compute resources to ensure availability and meet resource demands using the lowest-cost compute options.
NetApp Virtual Desktop Managed Service (VDMS) provides turnkey virtual desktops as a managed service for the expanding enterprise. VDMS
integrates a complete Desktop-as-a-Service (DaaS) solution with our data services infrastructure for a simple per-user monthly fee.
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Hybrid Cloud Solutions
NetApp Hybrid Cloud Solutions are a portfolio of offerings that deliver on-premises, private cloud, and hybrid cloud services, designed to operate with
public cloud data services (e.g., Microsoft Azure, Google Cloud Platform, AWS) through a simplified customer experience.
Our hybrid cloud solutions enable customers to modernize their IT architectures with cloud-connected storage offerings (flash and disk) to free the
resources necessary to fund business transformation. Additionally, they help organizations simplify and automate virtualized workloads, accelerate the
DevOps journey and build service provider-like infrastructure.
ONTAP is the foundational software underpinning most of NetApp's storage solutions, as well as NetApp’s cloud storage solutions. With ONTAP 9,
customers can connect their on-premises NetApp infrastructure to multiple public clouds, creating a Data Fabric. ONTAP 9 provides flexibility to design and
deploy a storage environment across the broadest range of architectures - engineered systems, software-defined storage (SDS), and the cloud – while
unifying data management across all of them, as well as SAN and NAS environments.
With ONTAP, customers get a comprehensive, industry-leading portfolio of storage efficiency capabilities. Inline data compression, deduplication, and
compaction work together to reduce storage costs and maximize the amount of data stored. Customers can multiply savings with space-efficient NetApp
Snapshot™ copies, thin provisioning, replication, and cloning technologies.
The hybrid cloud solutions portfolio can be categorized into three solutions areas:
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Data Storage – Data storage devices and solutions ensure that customer data remain secure and accessible no matter what type of physical
media the data are stored on, or what format, either file, block or object, or a mixture of each.
Data Protection – Data protection is the safeguarding of important information from corruption, compromise, or loss.
Data Management – Data management is the software or operating systems that process the data stored and managed. Data Management
includes acquiring, validating, storing, protecting, and processing organizational data to ensure the accessibility, reliability, and timeliness of
the data to users and/or processes.
Data Storage
NetApp All-Flash FAS (AFF) series is a scale-out platform built for virtualized environments, combining low-latency performance via flash memory
(also known as a solid-state storage disk) with best-in-class data management, built-in efficiencies, integrated data protection, multiprotocol support, and
nondisruptive operations; cloud and on-premises. AFF, powered by ONTAP, allows customers to connect to clouds for more data services, data tiering,
caching, and disaster recovery. The AFF Series has a portfolio of products designed for multiple markets and price/performance considerations, from smaller
channel commercial market offerings to large-scale, global enterprises.
NetApp Fabric Attached Storage (FAS) series are high-volume unstructured, high-capacity data storage devices powered by NetApp ONTAP. NetApp
FAS Storage Arrays provide customers with a balance of performance and capacity running either disk drives, hybrid-flash or newer, cost-efficient flash
memory known as Quad-level cell (QLC). QLC based systems (FAS500f) are designed for a balanced ratio of capacity and performance. FAS systems cost-
effectively deliver data protection, security, and scalability.
NetApp FlexPod is a converged infrastructure solution. It combines servers (compute), storage resources, and the network fabric to create an agile,
efficient, and scalable platform for hosting applications. Using Cisco Validated Design methodologies, the FlexPod platform is a portfolio of pre-validated
designs used to meet the challenges of simplifying deployments for best-in-class data center architectures based on the Cisco Unified Computing System and
NetApp data storage solutions.
NetApp E/EF series is built for dedicated, high-bandwidth applications that need simple, fast SAN storage with enterprise-grade reliability. The E-Series
is available as a hybrid-flash platform, while the EF-Series is all-flash. Running on the SANtricity storage operating system, the E/EF-Series storage
appliances are designed for performance-sensitive workloads like real-time analytics, HPC, and databases.
NetApp StorageGRID is a software-defined object storage solution for large archives, media repositories, and web data stores. Using the industry-
standard object APIs like the Amazon Simple Storage Service (S3), the StorageGRID solution, running on the ElementOS data management storage
operating system, is provided both as a NetApp-branded storage solution and as a software-defined solution on third-party hardware.
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NetApp SolidFire is a scale-out, all-flash storage platform designed for large-scale infrastructure. It is primarily positioned for private cloud solutions.
SolidFire, running on the ElementOS data management storage operating system, allows customers to manage storage performance independent of
capabilities and guarantee performance to thousands of applications within a single storage platform.
NetApp HCI, powered by the ElementOS data management storage operating system, allows independent scaling of compute and storage, adapting to
workloads with consistent performance. Organizations can consolidate workloads and reduce costs with unified data orchestration and integration across
public, private, and on-premises environments.
Data Protection
NetApp SnapCenter Backup Management software is designed to deliver high-performance backup and recovery for database and application
workloads hosted on ONTAP storage. This software simplifies backup, restore, and clone lifecycle management with a unified, scalable platform for
application-consistent data protection and application-integrated workflows. Leveraging storage-based data management, SnapCenter provides increased
performance and availability and reduced testing and development times.
NetApp SnapMirror Data Replication software is a cost-effective, easy-to-use unified replication solution, replicating data at high speeds across the
Data Fabric. SnapMirror delivers robust data management capabilities for virtualization, protecting critical data while providing the flexibility to move data
between locations and storage tiers, including cloud service providers.
NetApp SnapLock Data Compliance software delivers high-performance disk-based data permanence for HDD and SSD deployments. SnapLock helps
provide data integrity and retention, enabling electronic records to be both unalterable and rapidly accessible.
NetApp Data Availability Services simplify the protection and management of NetApp ONTAP data from primary to secondary to cloud S3 storage.
Simplified orchestration improves the performance of backup workflows when protecting large numbers of volumes, thereby increasing productivity,
reducing cost, and providing rapid time to business insight.
Data Management
NetApp ONTAP Storage Management System is the foundation of NetApp's hybrid cloud and public cloud storage solutions. ONTAP 9 can be
deployed on AFF, FAS and/or FlexPod systems. ONTAP 9 provides flexibility to design and deploy a storage environment across the broadest range of
architectures - engineered systems, software-defined storage, and the cloud - while unifying data management across all of them, as well as NAS, SAN, and
Object environments.
NetApp ElementOS software delivers agility through scale-out flexibility, predictable performance, and automation integrations so organizations can
build clouds to accelerate new services. Integrated into the NetApp Data Fabric, ElementOS software enables innovative architectures with flexible scale for
our customers' private clouds.
NetApp SANtricity software is the data management software that powers and administers the NetApp E/EF Series storage arrays. SANtricity software
offers industry-leading performance, reliability, and ease of use. These capabilities mean that storage administrators can make configuration changes,
perform maintenance, and expand storage capacity without disrupting I/O to attached hosts.
NetApp Active IQ Digital Advisor uses artificial intelligence to provide insights, guidance, and actions, so customers can readily improve storage
system availability, security, and performance. This predictive analytics and support solution continuously assesses telemetry data, drawing on trillions of
real-time and historical diagnostic records and known risk signatures to spot potential problems before they have a business impact. Active IQ can also look
across the community to identify trends and suggest ways to enhance infrastructure security and efficiency.
OnCommand Insight enables organizations to simplify operational management of complex private and hybrid cloud and virtual IT environments.
Insight is a single solution to enable cross-domain, multi-vendor resource management and analysis across networks, storage, and servers in physical and
virtual environments.
OnCommand Workflow Automation (WFA) is a software solution that delivers on the Data Fabric vision. It helps automate storage management tasks,
such as provisioning, migration, decommissioning, and cloning storage. WFA enables users to build workflows to complete tasks specified by their
processes.
Containers / Kubernetes Solutions
NetApp Astra is a fully managed application-aware data management service built for Kubernetes workloads. Astra allows organizations to protect,
recover, and move applications deployed on Kubernetes with no software to download, install, manage, or upgrade.
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With Astra, NetApp extends its industry-leading data management services into the Kubernetes ecosystem. Astra helps organizations manage cloud-
native applications and legacy workloads with critical capabilities, including data protection, disaster/data recovery with remote backups, simplified
application portability, and migration with active clones. Entire applications, along with their data, can be moved from one Kubernetes cluster to another, no
matter where the clusters are located.
NetApp Subscriptions and Licensing (Keystone)
NetApp Keystone provides a portfolio of payment solutions and storage-as-a-service offerings for hybrid cloud environments to deliver greater agility,
financial flexibility, and reduced financial risk to help companies meet their business outcomes and reduce and or defer payment.
Keystone simplifies the business of hybrid cloud data services. It provides flexible cloud consumption models that simplify how to buy, consume and
operate NetApp capabilities.
For IT organizations that want cloud-like experiences in their own data center, NetApp Keystone subscription services offer a public cloud-like
experience based on performance tier and storage service type –block, file, or object, available as customer-managed solution or NetApp-managed solution.
For IT organizations that want to continue to buy capital infrastructure and capital equipment, Keystone offers a radically simplified experience. Our
combination of efficiency, performance and availability guarantees helps IT organizations protect their storage investment.
Professional and Support Services
NetApp and our partners' services teams offer assessment, design, and implementation services that help customers optimize their on-premises, private
cloud, hybrid cloud, and/or public cloud IT environments.
NetApp strategic consulting services provide executive-level, high-touch consulting services to help organizations facilitate the alignment of their
business and technology goals. Our proven expertise can help organizations define a long-term data fabric strategy and operations model for their enterprise
and execute IT initiatives to drive digital transformation.
NetApp's Professional Services team helps organizations mitigate risk and streamline solution design, deployment, migration, and integration—on-
premises, in private and hybrid clouds, as well as in the public clouds — to bring the benefits of new technology to their businesses faster. Highly skilled
services experts can deliver a secure, optimized environment that provides the consistent, high-quality outcomes one expects from the start.
NetApp Managed Services help optimize performance and efficiency in your hybrid cloud and on-premises environments. These NetApp experts manage
the infrastructure using our proven methodology and best practices, freeing the organization's IT staff to focus on enabling the IT transformation required to
move the business forward.
The NetApp Global Support organization supplies systems, processes, and people wherever needed to provide continuous operation in complex and
critical environments. Our services offer IT organizations the right expertise to envision, deploy, and operate data management solutions, accelerate
innovation, and increase lifetime solution value.
Sales, Principal Markets, and Distribution Channels
We market and sell our products and services in numerous countries throughout the world. Our sales efforts are organized around the evolving needs of
our customers, and our marketing initiatives reflect this focus. NetApp uses a multichannel distribution strategy. We sell our products, solutions and services
to end-user business customers and service providers through a direct sales force and an ecosystem of partners. Our marketing is focused on building our
brand reputation, creating market awareness, communicating customer advantages and generating demand for our sales force and channel partners.
Our diversified customer base spans industry segments and vertical markets such as energy, financial services, government, technology, internet, life
sciences, healthcare services, manufacturing, media, entertainment, animation, video postproduction and telecommunications. NetApp focuses primarily on
the cloud-data services, hybrid cloud, and storage markets. We design our products to meet the needs of our broad customer base – from large enterprises to
midsize customers.
Our partnerships with the industry’s leading cloud, infrastructure, consulting, application, and reseller partners are created with one goal in mind: the
success of our customers. Global enterprises, local businesses, and government installations look to NetApp and our ecosystem of partners to help maximize
the business value of their IT investments.
We work with a wide range of partners for our customers, including technology partners, value-added resellers, system integrators, OEMs, service
providers and distributors. During fiscal 2021, sales through our indirect channels represented 77% of our net revenues. Our global partner ecosystem is
critical to NetApp’s growth and success. We are continually strengthening existing partnerships and investing in new ones to ensure we are meeting the
evolving needs of our customers.
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As of April 30, 2021, our worldwide sales and marketing functions consisted of approximately 5,400 managers, sales representatives and technical
support personnel. We have field sales offices in approximately 27 countries. Sales to customers Arrow Electronics, Inc. and Tech Data Corporation
accounted for 24% and 20% of our net revenues, respectively, in fiscal 2021. Information about sales to and accounts receivables from our major customers,
segment disclosures, foreign operations and net sales attributable to our geographic regions is included in Note 16 – Segment, Geographic, and Significant
Customer Information of the Notes to Consolidated Financial Statements.
Seasonality
We have historically experienced a sequential decline in revenues in the first quarter of our fiscal year, as the sales organization spends time developing
new business after higher close rates in the fourth quarter, and because sales to European customers are typically weaker during the summer months. During
the second quarter of our fiscal year, we have historically experienced increased sales, driven by the government sector, concurrent with the end of the
U.S. federal government’s fiscal year in September, as well as an increase in business from European markets. We derive a majority of our revenue in any
given quarter from customer orders booked in the same quarter. Customer orders and revenues typically follow intra-quarter seasonality patterns weighted
toward the back end of the quarter. If recurring services and cloud revenue continues to increase as a percentage of our total revenues, historical seasonal
patterns may become less pronounced.
Backlog
We manufacture products based on a combination of specific order requirements and forecasts of our customers’ demand. Orders are generally placed by
customers on an as-needed basis. A substantial portion of our products is sold on the basis of standard purchase orders that are cancelable prior to shipment
without penalty. In certain circumstances, purchase orders are subject to change with respect to quantity of product or timing of delivery resulting from
changes in customer requirements. Our business is characterized by seasonal and intra-quarter variability in demand, as well as short lead times and product
delivery schedules. Accordingly, backlog at any given time may not be a meaningful indicator of future revenue.
Manufacturing and Supply Chain
We have outsourced manufacturing operations to third parties located in Memphis, Tennessee; Fremont, California; San Jose, California; San Antonio,
Texas; Guadalajara, Mexico; Schiphol Airport, The Netherlands; Komarom and Tiszaujvaros, Hungary; Wuxi and Tianjin, China; Taoyuan City, Taiwan; and
Singapore. These operations include materials procurement, commodity management, component engineering, test engineering, manufacturing engineering,
product assembly, product assurance, quality control, final test, and global logistics. We rely on a limited number of suppliers for materials, as well as several
key subcontractors for the production of certain subassemblies and finished systems. We strive to have multiple suppliers qualified to provide critical
components where possible and have our products manufactured in a number of locations to mitigate our supply chain risk. Our strategy has been to develop
close relationships with our suppliers, maximizing the exchange of critical information and facilitating the implementation of joint quality programs. We use
contract manufacturers for the production of major subassemblies and final system configuration. This manufacturing strategy minimizes capital investments
and overhead expenditures while creating flexibility for rapid expansion.
We are certified to the International Organization for Standardization (ISO) 9001:2015 and ISO 14001:2015 certification standards. We have been Tier 2
certified under the U.S. Customs and Border Protection’s (CBP) Customs Trade Partnership Against Terrorism (CTPAT) program since January 2015.
Research and Development
Our research and development team delivers innovation to help customers modernize their IT environment and unlock the best of cloud. Our R&D
structure allows us to align and accelerate the execution of our strategies and roadmaps across product groups. We leverage our talent and shared IP for
cloud- and hybrid-cloud solutions to remain agile to changing market conditions. Our R&D priorities are to help customers harness the power of public- and
multi-cloud solutions, enabling modern data management applications and services, and to enable simple cloud-like experiences on-premises. We design our
products and services from the ground up with cloud connectivity in mind, including tiering, disaster recovery, replication, bursting, and migration.
We conduct research and development activities in various locations throughout the world. Total research and development expenses were $881 million,
$847 million and $827 million in fiscal 2021, 2020 and 2019, respectively. These costs consist primarily of personnel and related costs incurred to conduct
product development activities. Although we develop many of our products internally, we also acquire technology through business combinations or through
licensing from third parties when appropriate. We believe that technical leadership is essential to our success, and we expect to continue to commit
substantial resources to research and development.
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Competition
We operate in an industry in which there are rapid technological advances in hardware, software, and related services offerings. Cloud, digital
transformation, and artificial intelligence initiatives are driving changes in customer and solution requirements.
We compete with many companies in the markets we serve. Our hybrid cloud solutions primarily compete with legacy IT and storage vendors. Some
offer a broad spectrum of products, solutions and services and others offer a more limited set of storage- and data-management products, solutions or
services. Additionally, public cloud providers offer customers storage as an operating expense which competes with more traditional storage offerings that
customers acquire through capital expenditures. We both partner with and compete against cloud providers with our public cloud software and services. We
rarely see legacy vendors competing in the cloud.
We face ongoing product and price competition in all areas of our business, including from both branded- and generic-product competitors.
Our current and potential competitors may establish cooperative relationships among themselves or with third parties, including some of our partners. It
is possible that new competitors or alliances among competitors might emerge and further increase competitive pressures.
We consider our software innovation, cloud integration, and technology partnerships key to our competitive differentiation. We believe our competitive
advantage also includes the nature of the relationships we form with our customers and partners worldwide. We strive to deliver an outstanding experience in
every interaction we have with our customers and partners through our product, service, and support offerings, which enable us to provide our customers a
full range of expertise before, during and after their purchases.
Proprietary Rights
We generally rely on patent, copyright, trademark, trade secret and contract laws to establish and maintain our proprietary rights in our technology,
products and services. While our intellectual property rights are important to our success, we believe that our business is not materially dependent on any
particular patent, trademark, copyright, license or other individual intellectual property right. We have been granted or own by assignment well over two
thousand U.S. patents, hundreds of pending U.S. patent applications, and many corresponding patents and patent applications in other countries. From time
to time, we may make certain intellectual property available under an open source license. Our primary trademarks are NetApp and the NetApp design logo,
which are registered trademarks in the U.S. and in many other countries. In addition, we have trademarks and trademark registrations in the U.S. and other
countries covering our various product or service names.
We generally enter into confidentiality agreements with our employees, resellers, distributors, customers, and suppliers. In addition, through various
licensing arrangements, we receive certain rights to the intellectual property of others. We expect to maintain current licensing arrangements and to secure
additional licensing arrangements in the future, as needed and to the extent available on reasonable terms and conditions, to support continued development
and sales of our products and services. Some of these licensing arrangements require or may require royalty payments and other licensing fees. The amount
of these payments and fees may depend on various factors, including but not limited to the structure of royalty payments; offsetting considerations, if any;
and the degree of use of the licensed technology.
The industry in which we compete is characterized by rapidly changing technology, a large number of patents, and frequent claims and related litigation
regarding intellectual property rights, and we may be exposed to various risks related to such claims or legal proceedings. If we are unable to protect our
intellectual property, we may be subject to increased competition that could materially and adversely affect our business operations, financial condition,
results of operations and/or cash flows.
Environmental Disclosure
We are committed to the success of our customers and partners, to delivering value to our stockholders, and to positively affecting the communities
where our employees work and live. We firmly believe that we can accomplish these objectives concurrently with our commitment to sustainability. We are
committed to the prevention of pollution; efficient use of natural resources; and minimizing, relative to the growth of the company, the environmental
impacts from our operations, products, and services, as well as complying with laws and regulations related to these areas. Our environmental management
system provides the framework for setting, monitoring, and continuously improving our environmental goals and objectives.
We are voluntarily measuring, monitoring, and publicly reporting our scope 1 and scope 2 greenhouse gas emissions and participate in the CDP, which is
a global standardized mechanism by which companies report their greenhouse gas emissions to customers and institutional investors. We promote alternative
transportation programs through education and awareness campaigns, and we continuously seek to optimize the energy efficiency of our buildings, labs, and
data centers. At both the global and regional/state levels, various laws and regulations have been implemented or are under consideration to mitigate the
effects of climate change caused by greenhouse gas emissions. Environmental laws are complex, change frequently, and have tended to become more
stringent over time. However, it is often difficult to anticipate future regulations pertaining to environmental matters and to estimate
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their impacts on our operations. Based on current information, we believe that our primary risk related to climate change is the risk of increased energy costs.
We are not currently subject to a cap-and-trade system or any other mitigation measures that could be material to our operations, nor are we aware of any
such measures that will impact us in the near future. Additionally, we have implemented disaster recovery and business resiliency measures to mitigate the
physical risks our facilities, business, and supply chain might face as a consequence of severe weather/climate-related phenomena such as earthquakes,
floods, droughts, and other such natural occurrences.
We are also subject to other federal, state, and local regulations regarding workplace safety and protection of the environment. Various international,
federal, state, and local provisions regulate the use and discharge of certain hazardous materials used in the manufacture of our products. Failure to comply
with environmental regulations in the future could cause us to incur substantial costs or subject us to business interruptions. We believe we are substantially
compliant with all applicable environmental laws. All of our products meet the requirements of the Registration, Evaluation, Authorisation and Restriction of
Chemicals (REACH); Waste Electrical and Electronic Equipment (WEEE); Restriction of Hazardous Substances (RoHS); and China RoHS directives. We
have maintained an environmental management system since December 2004. As part of ISO 14001 requirements, we set local environmental performance
goals such as reducing energy use per square foot and minimizing waste generated on site, that are aligned with our overall corporate strategy. We also
conduct periodic reviews and are subject to third-party audits of our operations, and we monitor environmental legislation and requirements to help make
sure we are taking necessary measures to remain in compliance with applicable laws, not only in our operations but also for our products.
Human Capital Management
We take pride in attracting and retaining leading talent in the industry based on a culture-fit approach. From our inception, NetApp has worked to build a
model company and has embraced a culture of openness and trust. At NetApp, our employees are supported and encouraged to be innovative, and we
communicate openly and transparently so that employees can focus on critical and impactful work that ties directly to our business strategy. We continue to
invest in our global workforce to support diversity and inclusion and to support our employees’ well-being and development.
Diversity, Inclusion and Belonging
We believe diversity, inclusion and belonging leads to more innovation, better access to talent and improved business outcomes. Our strategies are
intended to increase the demographic and cognitive diversity of our employee population, promote a culture of inclusion and to leverage such diversity to
achieve business results. For more information about our commitment to diversity, inclusion and belonging, go to the “Diversity Inclusion and Belonging”
section of our website.
Compensation, Benefits and Wellbeing
Our healthcare options offer competitive, comprehensive coverage for our employees and their families, including:
•
•
•
•
•
•
National medical plans,
Regional medical plans,
Expert advice from world-renowned doctors through our medical second opinion program,
National dental plans,
National vision plans with two levels of coverage to choose from and a
Robust wellness program.
Insurance and income protection. We provide life, accidental death and dismemberment and disability insurance programs. For additional peace of mind,
we also offer supplemental insurance for our employees and their dependents.
Financial and savings programs. We offer flexible spending accounts, an employee stock purchase plan and a competitive 401(k) retirement plan with a
company match. Our 401(k) plan gives employees more options to maximize retirement savings with pre-tax, Roth and after-tax contributions. We help our
employees prepare for retirement by capitalizing on their total compensation and helping them save.
Employee Wellbeing. We provide a wide range of wellbeing programs and tools to ensure employees and their families have the resources they need
when they need them. We offer emotional wellbeing resources and programs such as back-up child and elder care, student debt repayment, educational
assistance, and legal services for employees and their dependents. NetApp also offers a variety of time-off programs to help support our employees who need
time-off. Employees also have access to discounts and fitness centers.
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Giving Back. The NetApp Serves Program supports how our employees want to make a difference in the world. In 2019, more than 2,800 NetApp
employees donated over 64,000 hours to serve their communities and make an impact around the world. The NetApp Serves program encourages employees
to volunteer through individual, team or company efforts.
COVID-19
At NetApp, the health and safety of our employees, customers, and partners is our number one priority. Like all businesses, we have been closely
monitoring the COVID-19 outbreak. We are following guidance from the U.S. Centers for Disease Control (CDC), the World Health Organization (WHO),
and international and local health authorities in countries where we operate. Our goal is to reduce the risk that anyone at NetApp might contract or
inadvertently spread the virus. We have taken the following proactive steps to help protect ourselves and others and minimize the spread of COVID-19:
•
•
•
•
•
Implemented work-from-home for the majority of locations in accordance with guidance from the CDC, WHO and local government
and health authorities.
Established a travel freeze to or from high-risk countries.
Restricted all travel to business-critical activities with enhanced notification and approval requirements.
Restricted access to NetApp facilities, including for employees and social and familial visitors.
Optimized all internal meetings for remote participation.
• Met with customers, partners and other key stakeholders virtually in high-risk areas.
We continue to monitor the situation closely and may revise these measures or implement further measures in coordination with best practices and
updated guidance from the relevant authorities.
Employees
As of April 30, 2021, we had approximately 11,000 employees worldwide. None of our employees are represented by a labor union and we consider
relations with our employees to be good.
Please visit our website for more detailed information regarding our human capital programs and initiatives. Nothing on our website shall be deemed
incorporated by reference into this Annual Report on Form 10-K.
Information About Our Executive Officers
Our executive officers and their ages as of June 10, 2021, were as follows:
Name
George Kurian
César Cernuda
Michael Berry
Brad Anderson
Matthew K. Fawcett
Age
54
49
58
62
53
Position
Chief Executive Officer
President
Executive Vice President and Chief Financial Officer
Executive Vice President, Hybrid Cloud Group
Executive Vice President, Chief Strategy and Legal Officer, and
Secretary
George Kurian was appointed chief executive officer on June 1, 2015. He joined our board of directors in June 2015. From September 2013 to May
2015, he was executive vice president of product operations, overseeing all aspects of technology strategy, product and solutions development across our
product portfolio. Mr. Kurian joined NetApp in April 2011 as the senior vice president of the storage solutions group and was appointed to senior vice
president of the Data ONTAP group in December 2011. Prior to NetApp, from 2002 to 2011, Mr. Kurian held several positions at Cisco Systems, including
most recently vice president and general manager of the application networking and switching technology group. From 1999 to 2002, Mr. Kurian was the
vice president of product management and strategy at Akamai Technologies. Prior to that, he was a management consultant with McKinsey and Company,
and led software engineering and product management teams at Oracle Corporation. Mr. Kurian is a board member at Cigna Corporation, a global health
services company. Mr. Kurian holds a BS degree in electrical engineering from Princeton University and an MBA degree from Stanford University.
César Cernuda joined NetApp in July 2020 as president and is responsible for leading the company’s global go-to-market organization spanning sales,
marketing, services, support, and customer success. Before joining NetApp, Mr. Cernuda held various leadership positions in sales, marketing, and product
development. He has more than 20 years of international experience, launching
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and growing businesses in major markets around the world. He worked at Microsoft for 23 years in senior roles, including vice president of worldwide sales
and marketing for Microsoft Dynamics, president of the Microsoft Asia-Pacific region, and most recently president of the company’s Latin America and
Caribbean theater and corporate vice president worldwide. Mr. Cernuda is a graduate of the Harvard Business School Executive Leadership Program and the
Program for Management Development at IESE Business School – University of Navarra. He earned his Bachelor of Business Administration from ESIC
Business & Marketing School.
Michael J. Berry joined NetApp in March 2020 as executive vice president and chief financial officer, overseeing the worldwide finance, investor
relations, workplace resources and IT organizations. Mr. Berry has served as a chief financial officer for 16 years in both public and private companies
including McAfee, FireEye, Informatica, and SolarWinds. Most recently he was executive vice president and chief financial officer at McAfee where he was
responsible for all aspects of finance, including financial planning, accounting, tax and treasury, as well as operations and shared services. Mr. Berry is a
board member of Rapid7 and FinancialForce, holding the chair of the audit committee position at each company. Mr. Berry holds a BS degree in finance
from Augsburg University and an MBA degree in finance from the University of St. Thomas.
Brad Anderson joined NetApp in January 2018 and is the executive vice president and general manager (GM) of the hybrid cloud group, with
responsibility for driving the strategy and development of NetApp’s hybrid cloud solutions portfolio. Prior to NetApp Mr. Anderson spent nine years as
senior vice president and GM of HP Compaq’s servers business and seven years as president and GM of Dell's enterprise solution group. Immediately prior
to joining NetApp, Mr. Anderson served as president and chief operating officer of Gravitant, a cloud service brokerage platform company. Mr. Anderson
holds a BS degree in petroleum engineering from Texas A&M University and an MBA degree from Harvard Business School.
Matthew K. Fawcett joined NetApp in September 2010. As executive vice president, chief strategy and legal officer, Mr. Fawcett is responsible for
leading our corporate strategy, corporate development, government relations and legal affairs worldwide. Prior to joining NetApp, from 1999 to August
2010, Mr. Fawcett served in various positions at JDS Uniphase Corporation, an optical components company, including as senior vice president, general
counsel, and corporate secretary. Prior to joining JDSU, Mr. Fawcett was counsel at Fujitsu and worked in private practice at Morrison & Foerster LLP. Mr.
Fawcett serves on the board of the Law Foundation of Silicon Valley and on various advisory boards. Mr. Fawcett holds a BA degree from the University of
California at Berkeley and a JD degree from the University of California at Los Angeles.
Additional Information
Our internet address is www.netapp.com. We make available through our internet website our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, amendments to those reports and other documents filed or furnished pursuant to the Exchange Act of 1934, as soon
as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.
The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
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Item 1A. Risk Factors
The information included elsewhere in this Annual Report on Form 10-K should be considered and understood in the context of the following risk
factors, which describe circumstances that may materially harm our future business, operating results or financial condition. The following discussion
reflects our current judgment regarding the most significant risks we face. These risks can and will change in the future.
Risks Related to Our Business and Industry
If we are unable to develop, introduce and gain market acceptance for new products and services while managing the transition from older ones, or if
we cannot provide the expected level of quality and support for our new products and services, our business, operating results, financial condition and
cash flows could be harmed.
Our future growth depends upon the successful development and introduction of new hardware and software products and services. Due to the
complexity of storage software, subsystems and appliances and the difficulty in gauging the engineering effort required to produce new products and
services, such products and services are subject to significant technical and quality control risks.
If we are unable, for technological, customer reluctance or other reasons, to develop, introduce and gain market acceptance for new products and
services, as and when required by the market and our customers, our business, operating results, financial condition and cash flows could be materially and
adversely affected.
New or additional product introductions, including new software and cloud offerings, such as Astra by NetApp, Spot by NetApp and new hardware and
all-flash storage products, subject us to additional financial and operational risks, including our ability to forecast customer preferences and/or demand, our
ability to successfully manage the transition from older products and solutions, our ability to forecast the impact of customers’ demand for new products,
services and solutions or the products being replaced, and our ability to manage production capacity to meet the demand for new products and services. In
addition, as new or enhanced products and services are introduced, we must avoid excessive levels of older product inventories and related components and
ensure that new products and services can be delivered to meet customers’ demands. Further risks inherent in the introduction of new products, services and
solutions include the uncertainty of price-performance relative to products of competitors, competitors’ responses to the introductions, delays in sales caused
by the desire of customers to evaluate new products for extended periods of time and our partners’ investment in selling our new products and solutions. If
these risks are not managed effectively, we could experience material risks to our business, operating results, financial condition and cash flows.
As we enter new or emerging markets, we will likely increase demands on our service and support operations and may be exposed to additional
competition. We may not be able to provide products, services and support to effectively compete for these market opportunities.
Our business may be harmed by technological trends in our market or if we are unable to keep pace with rapid industry, technological and market
changes.
Our industry and the markets in which we compete have historically experienced significant growth due to the increase in the demand for storage and
data management solutions by consumers, enterprises and governments around the world, and the purchases of storage and data management solutions to
address this demand. However, despite continued data growth, our traditional market, the networked storage hardware market, experienced a decline in each
of the last three calendar years due to a combination of customers delaying purchases in the face of technology transitions, increasing adoption of cloud
environments built on commodity hardware, increased storage efficiency, and changing economic and business environments. While customers are
navigating through their information technology (IT) transformations, which leverage modern architectures and hybrid cloud environments, they are also
reducing IT budgets, looking for simpler solutions, and changing how they consume IT. This evolution is diverting spending towards transformational
projects and architectures like flash, hybrid cloud, IT as a service, converged infrastructure, and software defined storage. We are unable to predict whether
the impact of the COVID-19 pandemic will accelerate the decline of our traditional market and increase demand for our cloud offerings. Our business may
be adversely impacted if we are unable to keep pace with rapid industry, technological or market changes or if our Data Fabric strategy is not accepted in the
marketplace. As a result of these and other factors discussed in this report, our revenue may decline on a year-over-year basis, as it did in fiscal years 2017
and 2020. The future impact of these trends on both short- and long-term growth patterns is uncertain. If the general historical rate of industry growth
declines, if the growth rates of the specific markets in which we compete decline, and/or if the consumption model of storage changes and our new and
existing products, services and solutions do not receive customer acceptance, our business, operating results, financial condition and cash flows could suffer.
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Our sales and distribution structure makes forecasting revenues difficult and, if disrupted, could harm our business, operating results, financial
condition and cash flows.
Our business and sales models make revenues difficult to forecast. We sell to a variety of customers directly and through various channels, with a
corresponding variety of sales cycles. The majority of our sales are made and/or fulfilled indirectly through channel partners, including value-added resellers,
systems integrators, distributors, original equipment manufacturers (OEMs) and strategic business partners, which now include public cloud providers. This
structure significantly complicates our ability to forecast future revenue, especially within any particular fiscal quarter or year. Moreover, our relationships
with our indirect channel partners and strategic business partners are critical to our success. The loss of one or more of our key indirect channel partners in a
given geographic area or the failure of our channel or strategic partners to promote our products could harm our operating results. Qualifying and developing
new indirect channel partners typically requires a significant investment of time and resources before acceptable levels of productivity are met. If we fail to
maintain our relationships with our indirect channel partners and strategic partners, if their financial condition, business or customer relationships were to
weaken, if they fail to comply with legal or regulatory requirements, or if we were to cease to do business with them for these or other reasons, our business,
operating results, financial condition and cash flows could be harmed.
Increasing competition and industry consolidation could harm our business, operating results, financial condition and cash flows.
The storage and data management markets are intensely competitive and are characterized by rapidly changing technology and fragmentation. We
compete with many companies in the markets we serve, including established public companies, newer public companies with a strong flash focus, and new
market entrants addressing the growing opportunity for application data management for Kubernetes. Some offer a broad spectrum of IT products and
services (full-stack vendors) and others offer a more limited set of storage and data management products or services. Technology trends, such as the
emergence of hosted or public cloud storage, SaaS and flash storage are driving significant changes in storage architectures and solution requirements. Cloud
service provider competitors provide customers storage for their data centers on demand, without requiring a capital expenditure, which meets rapidly
evolving business needs and has changed the competitive landscape. The impacts of the COVID-19 pandemic, including the increase in the number of
employees working remotely, has accelerated customer adoption of competitors’ cloud solutions and contributed to increased competition in the market.
Competitors may develop new technologies or products in advance of us or establish new business models, more flexible contracting models or new
technologies disruptive to us. By extending our flash, cloud storage and converged infrastructure offerings, we are competing in new segments with both
traditional competitors and new competitors, particularly smaller emerging storage vendors. The longer-term potential and competitiveness of these
emerging vendors remains to be determined. In cloud and converged infrastructure, we also compete with large well-established competitors.
It is possible that new competitors or alliances among competitors might emerge and rapidly acquire significant market share or buying power. An
increase in industry consolidation might result in stronger competitors that are better able to compete as full-stack vendors for customers and achieve
increased economies of scale in the supply chain. In addition, current and potential competitors have established or might establish cooperative relationships
among themselves or with third parties, including some of our partners or suppliers. For additional information regarding our competitors, see the section
entitled “Competition” contained in Item 1 – Business of Part I of this Form 10-K.
Continuing uncertain economic and political conditions restrict our visibility and may harm our business, operating results, including our revenue
growth and profitability, financial condition and cash flows.
Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad have, among other things, limited our ability to
forecast future demand for our products, contributed to increased periodic volatility in the computer, storage and networking industries at large, as well as the
IT market, impacted availability of supplies and could constrain future access to capital for our suppliers, customers and partners. The impacts of these
circumstances are global and pervasive, and the timing and nature of any ultimate resolution of these matters remain highly uncertain. Adverse
macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs or other barriers to global trade, changes to fiscal and
monetary policy and higher interest rates, could materially adversely impact the demand for our products and our operating results. We are also unable to
predict whether increased customer spending on our cloud offerings and virtual desktop infrastructure will continue after the COVID-19 pandemic.
Consequently, we expect these concerns to challenge our business for the foreseeable future, which could cause harm to our operating results. Such
conditions have resulted, and may in the future again result, in failure to meet our forecasted financial expectations and to achieve historical levels of
revenue growth.
Transition to consumption-based business models may adversely affect our revenues and profitability in other areas of our business and as a result may
harm our business, operating results, financial condition and cash flows.
We offer customers a full range of consumption models, including the deployment of our software through our subscription and cloud-based Software as
a Service (SaaS), and utility pricing and managed services offerings for our hardware and software systems.
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These business models continue to evolve, and we may not be able to compete effectively, generate significant revenues or maintain the profitability of our
consumption-based offerings. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably
impact the pricing of our on-premise hardware and software offerings and could have a dampening impact on overall demand for our on-premise hardware
and software product and service offerings, which could reduce our revenues and profitability, at least in the near term. If we do not successfully execute our
consumption model strategy or anticipate the needs of our customers, our revenues and profitability could decline.
As customer demand for our consumption model offerings increases, we will experience differences in the timing of revenue recognition between our
traditional hardware and software license arrangements (for which revenue is generally recognized in full at the time of delivery), relative to our
consumption model offerings (for which revenue is generally recognized ratably over the term of the arrangement). We incur certain expenses associated
with the infrastructure and marketing of our consumption model offerings in advance of our ability to recognize the revenues associated with these offerings.
Due to the global nature of our business, risks inherent in our international operations could materially harm our business.
A significant portion of our operations are located, and a significant portion of our revenues are derived, outside of the U.S. In addition, most of our
products are manufactured outside of the U.S., and we have research and development, sales and service centers overseas. Accordingly, our business and
future operating results could be adversely impacted by factors affecting our international operations including, among other things, local political or
economic conditions, trade protection and export and import requirements, tariffs, local labor conditions, transportation costs, government spending patterns,
acts of terrorism, international conflicts and natural disasters in areas with limited infrastructure and adverse public health developments. In particular, the
ongoing COVID-19 pandemic and current trade tensions between the U.S. and China could impact our business and operating results. For products we
manufacture in Mexico, tensions between the U.S. and Mexico related to trade and border security issues could delay our shipments to customers, or impact
pricing or our business and operating results. In addition, due to the global nature of our business, we are subject to complex legal and regulatory
requirements in the U.S. and the foreign jurisdictions in which we operate and sell our products, including antitrust and anti-competition laws, rules and
regulations, and regulations related to data privacy, data protection, and cybersecurity. We are also subject to the potential loss of proprietary information due
to piracy, misappropriation, or laws that may be less protective of our intellectual property rights than U.S. laws. Such factors could have an adverse impact
on our business, operating results, financial condition and cash flows.
We face exposure to adverse movements in foreign currency exchange rates as a result of our international operations. These exposures may change over
time as business practices evolve, and they could have a material adverse impact on our operating results, financial condition and cash flows. We utilize
forward and option contracts in an attempt to reduce the adverse earnings impact from the effect of exchange rate fluctuations on certain assets and
liabilities. Our hedging strategies may not be successful, and currency exchange rate fluctuations could have a material adverse effect on our operating
results and cash flows. In addition, our foreign currency exposure on assets, liabilities and cash flows that we do not hedge could have a material impact on
our financial results in periods when the U.S. dollar significantly fluctuates in relation to foreign currencies.
Moreover, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by
our internal policies and procedures, or U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act. There can be no assurance that
all our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, will comply with these
policies, procedures, laws and/or regulations. Any such violation could subject us to fines and other penalties, which could have a material adverse effect on
our business, operating results, financial condition and cash flows.
If we are unable to attract and retain qualified personnel, our business, operating results, financial condition and cash flows could be harmed.
Our continued success depends, in part, on our ability to hire and retain qualified personnel and to advance our corporate strategy and preserve the key
aspects of our corporate culture. Because our future success is dependent on our ability to continue to enhance and introduce new products, we are
particularly dependent on our ability to hire and retain qualified engineers, including in emerging areas of technology such as artificial intelligence and
machine learning. In addition, to increase revenues, we will be required to increase the productivity of our sales force and support infrastructure to achieve
adequate customer coverage. Competition for qualified employees, particularly in Silicon Valley, is intense. We have periodically reduced our workforce,
including reductions announced in fiscal years 2019, 2020 and 2021, and these actions may make it more difficult to attract and retain qualified employees.
Our inability to hire and retain qualified management and skilled personnel, particularly engineers, salespeople and key executive management, could disrupt
our development efforts, sales results, business relationships and/or our ability to execute our business plan and strategy on a timely basis and could
materially and adversely affect our operating results, financial condition and cash flows.
Equity grants are a critical component of our current compensation programs. If we reduce, modify or eliminate our equity programs or fail to grant
equity competitively, we may have difficulty attracting and retaining critical employees.
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In addition, because of the structure of our sales, cash and equity incentive compensation plans, we may be at increased risk of losing employees at
certain times. For example, the retention value of our compensation plans decreases after the payment of periodic bonuses or the vesting of equity awards.
Our acquisitions may not achieve expected benefits, and may increase our liabilities, disrupt our existing business and harm our operating results,
financial condition and cash flows.
As part of our strategy, we seek to acquire other businesses and technologies to complement our current products, expand the breadth of our markets, or
enhance our technical capabilities. For example, in both fiscal 2021 and fiscal 2020 we acquired two privately held companies. The benefits we have
received, and expect to receive, from these and other acquisitions depend on our ability to successfully conduct due diligence, negotiate the terms of the
acquisition and integrate the acquired business into our systems, procedures and organizational structure. Any inaccuracy in our acquisition assumptions or
any failure to uncover liabilities or risks associated with the acquisition, such as differing or inadequate cybersecurity and data privacy protection controls,
make the acquisition on favorable terms, integrate the acquired business or assets as and when expected or retain key employees of the acquired company
may reduce or eliminate the expected benefits of the acquisition to us, increase our costs, disrupt our operations, result in additional liabilities,
investigations and litigation, and may also harm our strategy, our business and our operating results. The failure to achieve expected acquisition benefits
may also result in impairment charges for goodwill and purchased intangible assets.
We often incur expenses before we receive related benefits, and expenses may be difficult to reduce quickly if demand declines.
We base our expense levels in part on future revenue expectations and a significant percentage of our expenses are fixed. It is difficult to reduce our fixed
costs quickly, and if revenue levels are below our expectations, operating results could be adversely impacted. During periods of uneven growth or decline,
we may incur costs before we realize the anticipated related benefits, which could also harm our operating results. We have made, and will continue to make,
significant investments in engineering, sales, service and support, marketing and other functions to support and grow our business. We are likely to recognize
the costs associated with these investments earlier than some of the related anticipated benefits, such as revenue growth, and the return on these investments
may be lower, or may develop more slowly, than we expect, which could harm our business, operating results, financial condition and cash flows.
Initiatives intended to make our cost structure, business processes and systems more efficient may not achieve the expected benefits and could
inadvertently have an adverse effect on our business, operating results, financial condition and cash flows.
We continuously seek to make our cost structure and business processes more efficient, including by moving our business activities from higher-cost to
lower-cost locations, outsourcing certain business processes and functions, and implementing changes to our business information systems. These efforts
involve a significant investment of financial and human resources and significant changes to our current operating processes. In addition, as we move
operations into lower-cost jurisdictions and outsource certain business processes, we become subject to new regulatory regimes and lose control of certain
aspects of our operations and, as a consequence, become more dependent upon the systems and business processes of third-parties. If we are unable to move
our operations, outsource business processes and implement new business information systems in a manner that complies with local law and maintains
adequate standards, controls and procedures, the quality of our products and services may suffer and we may be subject to increased litigation risk, either of
which could have an adverse effect on our business, operating results and financial condition. Additionally, we may not achieve the expected benefits of
these and other transformational initiatives, which could harm our business, operating results, financial condition and cash flows.
We are exposed to credit risks and our investment portfolio may experience fluctuations in market value or returns.
We maintain an investment portfolio of various holdings, types, and maturities. Credit ratings and pricing of our investments can be negatively affected
by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk or other factors. As a result, the value and liquidity of our
investments and the returns thereon may fluctuate substantially. A resurgence of COVID-19 or other circumstances could result in an economic slowdown
and possibly cause a global recession. An economic slowdown or increased regional or global economic uncertainty may lead to failures of counterparties,
including financial institutions, governments and insurers, which could result in a material decline in the value of our investment portfolio and substantially
reduce our investment returns.
Risks Related to Our Customers and Sales
If we are unable to maintain and develop relationships with strategic partners, our revenues may be harmed.
Our growth strategy includes developing and maintaining strategic partnerships with major third-party software and hardware vendors to integrate our
products into their products and also co-market our products with them. A number of our strategic partners are industry leaders that offer us expanded access
to segments of the storage and data management markets. In particular, strategic partnerships with public cloud providers and other cloud service vendors are
critical to the success of our cloud-based business. However, there is intense competition for attractive strategic partners, and these relationships may not be
exclusive, may not generate
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significant revenues and may be terminated on short notice. For instance, some of our partners are also partnering with our competitors, which may increase
the availability of competing solutions and harm our ability to grow our relationships with those partners. Moreover, some of our partners, particularly large,
more diversified technology companies, including major cloud providers, are also competitors, thereby complicating our relationships. If we are unable to
establish new partnerships or maintain existing partnerships, if our strategic partners favor their relationships with other vendors in the storage industry or if
our strategic partners increasingly compete with us, we could experience lower than expected revenues, suffer delays in product development, or experience
other harm to our business, operating results, financial condition and cash flows.
A portion of our revenues is generated by large, recurring purchases from various customers, resellers and distributors. A loss, cancellation or delay in
purchases by any of these parties has negatively affected our revenues in the past, and could negatively affect our revenues in the future.
A significant portion of our net revenues is generated through sales to a limited number of customers and distributors. We generally do not enter into
binding purchase commitments with our customers, resellers and distributors for extended periods of time, and thus there is no guarantee we will continue to
receive large, recurring orders from these customers, resellers or distributors. For example, our reseller agreements generally do not require minimum
purchases, and our customers, resellers and distributors can stop purchasing and marketing our products at any time. In addition, unfavorable economic
conditions may negatively impact the solvency of our customers, resellers and distributors or the ability of such customers, resellers and distributors to
obtain credit to finance purchases of our products. If any of our key customers, resellers or distributors changes its pricing practices, reduces the size or
frequency of its orders for our products, or stops purchasing our products altogether, our operating results, financial condition and cash flows could be
materially adversely impacted.
Our success depends upon our ability to effectively plan and manage our resources and restructure our business in response to changing market
conditions and market demand for our products, and such actions may have an adverse effect on our business, operating results, financial condition
and cash flows.
Our ability to successfully offer our products and services in a rapidly evolving market requires an effective planning, forecasting, and management
process to enable us to effectively scale and adjust our business in response to fluctuating market opportunities and conditions.
We recently reorganized our sales resources, which included changes and additions to our sales leadership team, to gain operational efficiencies and
improve the alignment of our resources with customer and market opportunities. We expect to continue developing our sales organization and go-to-market
model towards these goals throughout fiscal 2022. The reorganization of our sales resources, and ongoing evolution of our go-to-market model, could result
in short or long-term disruption of our sales cycles, may not produce the efficiencies and benefits desired, and could harm our operating results, financial
condition and cash flows.
In response to changes in market conditions and market demand for our products, we have in the past undertaken cost savings initiatives. For example, in
May 2018, April 2019, May 2019, May 2020 and August 2020 we executed restructuring events designed to streamline our business, reduce our cost
structure and focus our resources on key strategic opportunities. As a result, we have recognized substantial restructuring charges. In fiscal 2020, we further
reorganized our go-to-market organization to streamline operations and improve alignment with customer and market opportunities. In the first quarter of
fiscal 2021, we realigned resources to optimize our business and fund our biggest opportunities. We may in the future undertake initiatives that could include
reorganizing our workforce, restructuring, disposing of, and/or otherwise discontinuing certain products, or a combination of these actions. Rapid changes in
the size, alignment or organization of our workforce, including our business unit structure and sales account coverage, could adversely affect our ability to
develop, sell and deliver products and services as planned or impair our ability to realize our current or future business and financial objectives. Any decision
to take these actions may result in charges to earnings associated with, among other things, inventory or other fixed, intangible or goodwill asset reductions
(including, without limitation, impairment charges), workforce and facility reductions and penalties and claims from third-party resellers or users of
discontinued products. Charges associated with these activities could harm our operating results. In addition to the costs associated with these activities, we
may not realize any of the anticipated benefits of the underlying restructuring activities.
Reduced U.S. government demand could materially harm our business, operating results, financial condition and cash flows. In addition, we could be
harmed by claims that we have or a channel partner has failed to comply with regulatory and contractual requirements applicable to sales to the U.S.
government.
The U.S. government is an important customer for us. However, government demand is uncertain, as it is subject to political and budgetary fluctuations
and constraints. Events such as the U.S. federal government shutdown from December 2018 to January 2019 and continued uncertainty regarding the U.S.
budget and debt levels have increased demand uncertainty for our products. In addition, like other customers, the U.S. government may evaluate competing
products and delay purchasing in the face of the technology transitions taking place in the storage industry. If the U.S. government or an individual agency or
multiple agencies within the U.S. government continue to reduce or shift their IT spending patterns, our operating results, including revenues may be
harmed.
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Selling our products to the U.S. government, whether directly or through channel partners, also subjects us to certain regulatory and contractual
requirements. Failure to comply with these requirements by either us or our channel partners could subject us to investigations, fines, and other penalties,
which could materially harm our operating results and financial condition. As an example, the United States Department of Justice (DOJ) and the General
Services Administration (GSA) have in the past pursued claims against and financial settlements with IT vendors, including us and several of our
competitors and channel partners, under the False Claims Act and other statutes related to pricing and discount practices and compliance with certain
provisions of GSA contracts for sales to the federal government. Although the DOJ and GSA currently have no claims pending against us, we could face
claims in the future. Violations of certain regulatory and contractual requirements, including with respect to data security, could also result in us being
suspended or debarred from future government contracting. Any of these outcomes could have a material adverse effect on our business, operating results,
financial condition and cash flows.
If we do not achieve forecasted sales orders in any quarter, our operating results, financial condition and cash flows could be harmed.
We derive a majority of our revenues in any given quarter from orders booked in the same quarter. Orders typically follow intra-quarter seasonality
patterns weighted toward the back end of the quarter. If we do not achieve the level, timing and mix of orders consistent with our quarterly targets and
historical patterns, or if we experience cancellations of significant orders, our operating results, financial condition and cash flows could be harmed.
Our gross margins may vary.
Our gross margins reflect a variety of factors, including competitive pricing, component and product design, and the volume and relative mix of revenues
from product, software support, hardware support and other services offerings. Increased component costs, increased pricing and discounting pressures, the
relative and varying rates of increases or decreases in component costs and product prices, or changes in the mix of revenue or decreased volume from
product, software support, hardware support and other services offerings could harm our revenues, gross margins or earnings. Our gross margins are also
impacted by the cost of any materials that are of poor quality and our sales and distribution activities, including, without limitation, pricing actions, rebates,
sales initiatives and discount levels, and the timing of service contract renewals.
The costs of third-party components comprise a significant portion of our product costs. While we generally have been able to manage our component
and product design costs, we may have difficulty managing these costs if supplies of certain components become limited or component prices increase. Any
such limitation could result in an increase in our product costs. An increase in component or design costs relative to our product prices could harm our gross
margins and earnings.
We are exposed to the credit and non-payment risk of our customers, resellers and distributors, especially during times of economic uncertainty and
tight credit markets, which could result in material losses.
Most of our sales to customers are on an open credit basis, with typical payment terms of 30 days. We may experience increased losses as potentially
more customers are unable to pay all or a portion of their obligations to us, particularly in the current environment when access to sources of liquidity may
be limited as a result of the global COVID-19 pandemic. Beyond our open credit arrangements, some of our customers have entered into recourse and non-
recourse financing leasing arrangements using third-party leasing companies. Under the terms of recourse leases, which are generally three years or less, we
remain liable for the aggregate unpaid remaining lease payments to the third-party leasing companies in the event of end-user customer default. During
periods of economic uncertainty, our exposure to credit risks from our customers increases. In addition, our exposure to credit risks of our customers may
increase further if our customers and their customers or their lease financing sources are adversely affected by global economic conditions.
Risks Related to Our Products and Services
Any disruption to our supply chain could materially harm our business, operating results, financial condition and cash flows.
We do not manufacture our products or their components. Instead, we rely on third parties to manufacture our products and critical components, such as
disk drives, as well as for associated logistics. Our lack of direct responsibility for, and control over, these elements of our business, as well as the diverse
international geographic locations of our manufacturing partners and suppliers, creates significant risks for us, including, among other things:
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Impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases such as the
ongoing COVID-19 pandemic;
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Limited number of suppliers for certain components;
No guarantees of supply and limited ability to control the quality, quantity and cost of our products or of their components;
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The potential for binding price or purchase commitments with our suppliers at higher than market rates;
Limited ability to adjust production volumes in response to our customers’ demand fluctuations;
Labor and political unrest at facilities we do not operate or own;
Geopolitical disputes disrupting our supply chain;
Business, legal compliance, litigation and financial concerns affecting our suppliers or their ability to manufacture and ship our
products in the quantities, quality and manner we require; and
•
Disruptions due to floods, earthquakes, storms and other natural disasters, particularly in countries with limited infrastructure
and disaster recovery resources.
Such risks have subjected us, and could in the future subject us, to supply constraints, price increases and minimum purchase requirements and our
business, operating results, financial condition and cash flows could be harmed. For example, the current global shortage of semiconductors could reduce our
flexibility to react to product mix changes and un-forecasted orders. The risks associated with our outsourced manufacturing model are particularly acute
when we transition products to new facilities or manufacturers, introduce and increase volumes of new products or qualify new contract manufacturers or
suppliers, at which times our ability to manage the relationships among us, our manufacturing partners and our component suppliers, becomes critical. New
manufacturers, products, components or facilities create increased costs and risk that we will fail to deliver high quality products in the required volumes to
our customers. Any failure of a manufacturer or component supplier to meet our quality, quantity or delivery requirements in a cost-effective manner will
harm our business, including customer relationships and as a result could harm our operating results, financial condition and cash flows.
We rely on a limited number of suppliers for critical product components.
We rely on a limited number of suppliers for drives and other components utilized in the assembly of our products, including certain single source
suppliers, which has subjected us, and could in the future subject us, to price rigidity, periodic supply constraints, and the inability to produce our products
with the quality and in the quantities demanded. Consolidation among suppliers, particularly within the semiconductor and disk drive industries, has
contributed to price rigidity and supply constraints. When industry supply is constrained, our suppliers may allocate volumes away from us and to our
competitors, all of which rely on many of the same suppliers as we do. Accordingly, our business, operating results, financial condition and cash flows may
be harmed.
If a cybersecurity or other security breach occurs on our systems, within our supply chain, or on our end-user customer systems, or if stored data is
improperly accessed, customers may reduce or cease using our solutions, our reputation may be harmed and we may incur significant liabilities.
We store and transmit, and sell products and services that store and transmit, personal, sensitive and proprietary data related to our products, our
employees, customers, clients and partners (including third-party vendors such as data centers and providers of SaaS, cloud computing, and internet
infrastructure and bandwidth), and their respective customers, including intellectual property, books of record and personal information. It is critical to our
business strategy that our infrastructure, products and services remain secure and are perceived by customers, clients and partners to be secure. There are
numerous and evolving risks to cybersecurity and privacy, including criminal hackers, state-sponsored intrusions, industrial espionage, human error and
technological vulnerabilities. Cybersecurity incidents or other security breaches could result in (1) unauthorized access to, or loss or unauthorized use,
alteration, or disclosure of, such information; (2) litigation, indemnity obligations, government investigations and proceedings, and other possible liabilities;
(3) negative publicity; and (4) disruptions to our internal and external operations. Any of these could damage our reputation and public perception of the
security and reliability of our products, as well as harm our business and cause us to incur significant liabilities. In addition, a cybersecurity incident or loss
of personal information, or other security breach could result in other negative consequences, including remediation costs, disruption of internal operations,
increased cybersecurity protection costs and lost revenues.
Our clients and customers use our platforms for the transmission and storage of sensitive data. We do not review the information or content that our
clients and their customers upload and store, and, therefore, we have no direct control over the substance of the information or content stored within our
platforms. If our employees, or our clients, partners or their respective customers use our platforms for the transmission or storage of personal or other
sensitive information or our supply chain cybersecurity is compromised and our security measures are breached as a result of third-party action, employee
error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation could be damaged, our business may be harmed and we
could incur significant liabilities.
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High-profile cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number of
employees working remotely due to COVID-19. Security industry experts and government officials have warned about the risks of hackers and cyberattacks
targeting IT products and businesses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not
recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As we continue
to increase our client base and expand our brand, we may become more of a target for third parties seeking to compromise our security systems and we
anticipate that hacking attempts and cyberattacks will increase in the future. We cannot give assurance that we will always be successful in preventing or
repelling unauthorized access to our systems. We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any
other breach. Additionally, we use third-party service providers to provide some services to us that involve the storage or transmission of data, such as SaaS,
cloud computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents or other
security breaches.
Many jurisdictions have enacted or are enacting laws requiring companies to notify regulators or individuals of data security incidents involving certain
types of personal data. These mandatory disclosures regarding security incidents often lead to widespread negative publicity. Moreover, the risk of
reputational harm may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs,
social media, and other online communication forums and services. Any security incident, loss of data, or other security breach, whether actual or perceived,
or whether impacting us or our third-party service providers, could harm our reputation, erode customer confidence in the effectiveness of our data security
measures, negatively impact our ability to attract new customers, cause existing customers to elect not to renew their support contracts or their SaaS
subscriptions, or subject us to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect our business and
operating results.
There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such
liabilities or damages with respect to any particular claim. Our existing general liability insurance coverage and coverage for errors and omissions may not
continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims, or our insurers may deny
coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence
of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material
adverse effect on our business, operating results, financial condition and cash flows.
If a data center or other third-party who relies on our products experiences a disruption in service or a loss of data, such disruption could be attributed
to the quality of our products, thereby causing financial or reputational harm to our business.
Our clients, including data centers, SaaS, cloud computing and internet infrastructure and bandwidth providers, rely on our products for their data storage
needs. Our clients may authorize third-party technology providers to access their data on our systems. Because we do not control the transmissions between
our clients, their customers, and third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the
complete integrity or security of such transmissions or processing. Errors or wrongdoing by clients, their customers, or third-party technology providers
resulting in actual or perceived security breaches may result in such actual or perceived breaches being attributed to us.
A failure or inability to meet our clients’ expectations with respect to security and confidentiality through a disruption in the services provided by these
third-party vendors, or the loss or alteration of data stored by such vendors, could result in financial or reputational harm to our business to the extent that
such disruption or loss is caused by, or perceived by our customers to have been caused by, defects in our products. Moreover, the risk of reputational harm
may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs, social media, and
other online communication forums and services. This may affect our ability to retain clients and attract new business.
Failure to comply with new and existing laws and regulations relating to privacy, data protection, and information security could cause harm to our
reputation, result in liability and adversely impact our business.
Our business is subject to increasing regulation by various federal, state and international governmental agencies responsible for enacting and enforcing
laws and regulations relating to privacy, data protection, and information security. The rapidly evolving regulatory framework in this area is likely to remain
uncertain for the foreseeable future. In addition, changes in the interpretation and enforcement of existing laws and regulations could impact our business
operations and those of our partners, vendors and customers. Customers, privacy advocates and industry groups also may propose new and different self-
regulatory standards or standards of care that may legally or contractually apply to us, and these standards may be subject to change. These factors create
uncertainty and we cannot yet determine the impact such future laws, regulations and standards, or changes to such laws, regulations, or standards, or to their
interpretation or enforcement, may have on our business or the businesses of our partners, vendors and customers. In addition, changes in the interpretation
of existing laws and regulations could impact our business operations and those of our partners, vendors and customers.
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Because the interpretation and application of many laws and regulations relating to privacy, data protection and information security, along with industry
standards, are uncertain, it is possible that relevant laws, regulations, or standards may be interpreted and applied in manners that are, or are alleged to be,
inconsistent with our data management practices or the features of our products. Any failure, or perceived failure, by us or our business partners to comply
with federal, state or international laws and regulations relating to privacy, data protection, and information security, commitments relating to privacy, data
protection, and information security contained in our contracts, self-regulatory standards that apply to us or that third parties assert are applicable to us, or
our policies or notices we post or make available could subject us to claims, investigations, sanctions, enforcement actions and other proceedings,
disgorgement of profits, fines, damages, civil and criminal liability, penalties or injunctions.
Additionally, as a technology provider, our customers expect that we can demonstrate compliance with laws and regulations relating to privacy, data
protection, and information security, and our inability or perceived inability to do so may adversely impact sales of our products and services, particularly to
customers in highly-regulated industries. We have invested company resources in complying with new laws, regulations, and other obligations relating to
privacy, data protection, and information security, and we may be required to make additional, significant changes in our business operations, all of which
may adversely affect our revenue and our business overall. As a result of any inability to comply with such laws and regulations, our reputation and brand
may be harmed, we could incur significant costs, and financial and operating results could be materially adversely affected, and we could be required to
modify or change our products or our business practices, any of which could have an adverse effect on our business. Our business could be subject to stricter
obligations, greater fines and private causes of action under the enactment of new laws and regulations relating to privacy, data protection, and information
security, including but not limited to, the European Union General Data Protection Regulation, which provides for penalties of up to 20 million Euros or four
percent of our annual global revenues, the California Consumer Privacy Act and the California Privacy Rights Act.
If our products or services are defective, or are perceived to be defective as a result of improper use or maintenance, our operating results, including
gross margins, and customer relationships may be harmed.
Our products and services are complex. We have experienced in the past, and expect to experience in the future, quality issues impacting certain products,
and in the future, we could experience reliability issues with services we provide. Such quality and reliability issues may be due to, for example, our own
designs or processes, the designs or processes of our suppliers, and/or flaws in third-party software used in our products. These types of risks are most acute
when we are introducing new products. Quality or reliability issues have and could again in the future cause customers to experience outages or disruptions
in service, data loss or data corruption. If we fail to remedy a product defect or flaw, we may experience a failure of a product line, temporary or permanent
withdrawal from a product or market, damage to our reputation, loss of revenue, inventory costs or product reengineering expenses and higher ongoing
warranty and service costs, and these occurrences could have a material impact on our gross margins, business and operating results. In addition, we exercise
little control over how our customers use or maintain our products and services, and in some cases improper usage or maintenance could impair the
performance of our products and services, which could lead to a perception of a quality or reliability issue. Customers may experience losses that may result
from or are alleged to result from defects or flaws in our products and services, which could subject us to claims for damages, including consequential
damages.
Changes in regulations relating to our products or their components, or the manufacture, sourcing, distribution or use thereof, may harm our
business, operating results financial condition and cash flows.
The laws and regulations governing the manufacturing, sourcing, distribution and use of our products have become more complex and stringent over
time. For example, in addition to various environmental laws relating to carbon emissions, the use and discharge of hazardous materials and the use of
certain minerals originating from identified conflict zones, many governments, including the U.S., the United Kingdom and Australia, have adopted
regulations concerning the risk of human trafficking in supply chains which govern how workers are recruited and managed. We incur costs to comply with
the requirements of such laws. Further, since our supply chain is complex, we may face reputational harm if our customers or other stakeholders conclude
that we are unable to verify sufficiently the origins of the minerals used in the products we sell or the actions of our suppliers with respect to workers. As the
laws and regulations governing our products continue to expand and change, our costs are likely to rise, and the failure to comply with any such laws and
regulations could subject us to business interruptions, litigation risks and reputational harm.
Some of our products are subject to U.S. export control laws and other laws affecting the countries in which our products and services may be sold,
distributed, or delivered, and any violation of these laws could have a material and adverse effect on our business, operating results, financial condition
and cash flows.
Due to the global nature of our business, we are subject to import and export restrictions and regulations, including the Export Administration
Regulations administered by the Commerce Department’s Bureau of Industry and Security (BIS) and the trade and economic sanctions regulations
administered by the Treasury Department’s Office of Foreign Assets Control (OFAC). The U.S., through the BIS and OFAC, places restrictions on the sale or
export of certain products and services to certain countries and persons. The BIS and OFAC have also placed restrictions on dealing with certain "blocked”
entities, such as Russia’s federal security service (FSB), including the Company’s filing of notifications to the FSB for exporting certain products to Russia.
Violators of these export control and sanctions laws may be subject to significant penalties, which may include significant monetary fines, criminal
proceedings
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against them and their officers and employees, a denial of export privileges, and suspension or debarment from selling products to the federal government.
Our products could be shipped to those targets by third parties, including potentially our channel partners, despite our precautions.
If we were ever found to have violated U.S. export control laws, we may be subject to various penalties available under the laws, any of which could
have a material and adverse impact on our business, operating results and financial condition. Even if we were not found to have violated such laws, the
political and media scrutiny surrounding any governmental investigation of us could cause us significant expense and reputational harm. Such collateral
consequences could have a material adverse impact on our business, operating results, financial condition and cash flows.
Our failure to protect our intellectual property could harm our business, operating results, financial condition and cash flows.
Our success depends significantly upon developing, maintaining and protecting our proprietary technology. We rely on a combination of patents,
copyrights, trademarks, trade secrets, confidentiality procedures and contractual provisions with employees, resellers, strategic partners and customers, to
protect our proprietary rights. We currently have multiple U.S. and international patent applications pending and multiple U.S. and international patents
issued. The pending applications may not be approved, and our existing and future patents may be challenged. If such challenges are brought, the patents
may be invalidated. We may not be able to develop proprietary products or technologies that are patentable, and patents issued to us may not provide us with
any competitive advantages and may be challenged by third parties. Further, the patents of others may materially and adversely affect our ability to do
business. In addition, a failure to obtain and defend our trademark registrations may impede our marketing and branding efforts and competitive condition.
Litigation may be necessary to protect our proprietary technology. Any such litigation may be time-consuming and costly. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary. In addition,
the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the U.S. Our means of protecting our proprietary
rights may not be adequate or our competitors may independently develop similar technology, duplicate our products, or design around patents issued to us
or other intellectual property rights of ours. In addition, while we train employees in confidentiality practices and include terms in our employee and
consultant agreements to protect our intellectual property, there is persistent risk that some individuals will improperly take our intellectual property after
terminating their employment or other engagements with us, which could lead to intellectual property leakage to competitors and a loss of our competitive
advantages.
We may be found to infringe on intellectual property rights of others.
We compete in markets in which intellectual property infringement claims arise in the normal course of business. Third parties have, from time to time,
asserted intellectual property-related claims against us, including claims for alleged patent infringement brought by non-practicing entities. Such claims may
be made against our products and services, our customers’ use of our products and services, or a combination of our products and third-party products. We
also may be subject to claims and indemnification obligations from customers and resellers with respect to third-party intellectual property rights pursuant to
our agreements with them. If we refuse to indemnify or defend such claims, even in situations in which the third-party’s allegations are meritless, then
customers and resellers may refuse to do business with us.
Patent litigation is particularly common in our industry. We have been, and continue to be, in active patent litigations with non-practicing entities. While
we vigorously defend our ability to compete in the marketplace, there is no guarantee that, in patent or other types of intellectual property litigation, we will
prevail at trial or be able to settle at a reasonable cost. If a judge or jury were to find that our products infringe, we could be required to pay significant
monetary damages and be subject to an injunction that could cause product shipment delays, require us to redesign our products, affect our ability to supply
or service our customers, and/or require us to enter into compulsory royalty or licensing agreements.
We expect that companies in the network storage and data management markets will increasingly be subject to infringement claims as the number of
products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Any such claims, and any
such infringement claims discussed above, could be time consuming, result in costly litigation, cause suspension of product shipments or product shipment
delays, require us to redesign our products, or require us to enter into royalty or licensing agreements, any of which could materially and adversely affect our
operating results, financial condition and cash flows. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us or at
all.
We rely on software from third parties, and a failure to properly manage our use of third-party software could result in increased costs or loss of
revenue.
Many of our products are designed to include software licensed from third parties. Such third-party software includes software licensed from commercial
suppliers and software licensed under public open source licenses. We have internal processes to manage our use of such third-party software. However, if
we fail to adequately manage our use of third-party software, then we may be subject to copyright infringement or other third-party claims. If we are non-
compliant with a license for commercial software, then we may be required to pay penalties or undergo costly audits pursuant to the license agreement. In
the case of open-source software licensed under certain “copyleft” licenses, the license itself may require, or a court-imposed remedy for non-compliant use
of the open source
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software may require, that proprietary portions of our own software be publicly disclosed or licensed. This could result in a loss of intellectual property
rights, increased costs, damage to our reputation and/or a loss of revenue.
Our failure to adjust to emerging standards in the storage and data management industry may harm our business.
Emerging standards in the storage and data management markets may adversely affect the UNIX®, Windows® and World Wide Web server markets upon
which we depend. For example, we provide our open access data retention solutions to customers within the financial services, healthcare, pharmaceutical
and government market segments, industries that are subject to various evolving governmental regulations with respect to data access, reliability and
permanence in the U.S. and in the other countries in which we operate. If our products do not meet and continue to comply with these evolving governmental
regulations in this regard, customers in these market and geographical segments will not purchase our products, and we may not be able to expand our
product offerings in these market and geographical segments at the rates which we have forecasted.
Risks Related to Our Securities
Our stock price is subject to volatility.
Our stock price is subject to changes in recommendations or earnings estimates by financial analysts, changes in investors' or analysts' valuation
measures for our stock, changes in our capital structure, including issuance of additional debt, changes in our credit ratings, our ability to pay dividends and
to continue to execute our stock repurchase program as planned and market trends unrelated to our performance.
Our ability to pay quarterly dividends and to continue to execute our stock repurchase program as planned will be subject to, among other things, our
financial condition and operating results, available cash and cash flows in the U.S., capital requirements, and other factors. Future dividends are subject to
declaration by our Board of Directors, and our stock repurchase program does not obligate us to acquire any specific number of shares. However, if we fail to
meet any investor expectations related to dividends and/or stock repurchases, the market price of our stock could decline significantly, and could have a
material adverse impact on investor confidence. Additionally, price volatility of our stock over a given period may cause the average price at which we
repurchase our own stock to exceed the stock’s market price at a given point in time.
Furthermore, speculation in the press or investment community about our strategic position, financial condition, results of operations or business can
cause changes in our stock price. These factors, as well as general economic and political conditions and the timing of announcements in the public market
regarding new products or services, product enhancements or technological advances by our competitors or us, and any announcements by us of acquisitions,
major transactions, or management changes may adversely affect our stock price.
Our quarterly operating results may fluctuate materially, which could harm our common stock price.
Our operating results have fluctuated in the past and will continue to do so, sometimes materially. All of the matters discussed in this Risk Factors section
could impact our operating results in any fiscal quarter or year. In addition to those matters, we face the following issues, which could impact our quarterly
results:
•
•
•
Seasonality, such as our historical seasonal decline in revenues in the first quarter of our fiscal year and seasonal increase in revenues in the second
quarter of our fiscal year, with the latter due in part to the impact of the U.S. federal government’s September 30 fiscal year end on the timing of
its orders;
Linearity, such as our historical intra-quarter customer orders and revenue pattern in which a disproportionate percentage of each quarter’s total
orders and related revenue occur in the last month of the quarter; and
Unpredictability associated with larger scale enterprise software license agreements which generally take longer to negotiate and occur less
consistently than other types of contracts, and for which revenue attributable to the software license component is typically recognized in full upon
delivery.
If our operating results fall below our forecasts and the expectations of public market analysts and investors, the trading price of our common stock may
decline.
There are risks associated with our outstanding and future indebtedness.
As of April 30, 2021, we had $2.7 billion aggregate principal amount of outstanding indebtedness for our senior notes that mature at specific dates in
calendar years 2022, 2024, 2025, 2027 and 2030. We may incur additional indebtedness in the future under existing credit facilities and/or enter into new
financing arrangements. We may fail to pay these or additional future obligations, as and when required. Specifically, if we are unable to generate sufficient
cash flows from operations or to borrow sufficient funds in the future to service or refinance our debt, our business, operating results, financial condition and
cash flows will be harmed. Any downgrades from credit rating agencies such as Moody’s Investors Service or Standard & Poor’s Rating Services may
adversely
25
impact our ability to obtain additional financing or the terms of such financing and reduce the market capacity for our commercial paper. Furthermore, if
prevailing interest rates or other factors result in higher interest rates upon any potential future financing, then interest expense related to the refinance
indebtedness would increase.
In addition, all our debt and credit facility arrangements subject us to continued compliance with restrictive and financial covenants. If we do not comply
with these covenants or otherwise default under the arrangements, we may be required to repay any outstanding amounts borrowed under these agreements.
Moreover, compliance with these covenants may restrict our strategic or operational flexibility in the future, which could harm our business, operating
results, financial condition and cash flows.
General Risks
We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business, operating results, financial condition,
and cash flows.
The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including
in most or all of the regions in which we sell our products and services and conduct our business operations. While we are currently considered an essential
business in many of the key regions in which we operate, including in the United States (U.S.), there is no guarantee that we will continue to be classified as
such. We have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we
operate such as India, including office closures and working remotely for the vast majority of employees, all of which could negatively impact our business.
The magnitude and duration of the disruption and resulting decline in business activity is uncertain and has limited our ability to forecast future demand for
our products and services. The COVID-19 pandemic and its uneven recovery have adversely affected, and we expect may continue to adversely affect, our
business in a variety of ways, including by negatively impacting the demand for our products and services, and our ability to build and convert our sales
pipeline (including delayed and deferred purchases); restricting our sales, marketing and distribution efforts; disrupting our supply chain and our ability to
deliver product to customers; and constraining business operations, research and development capabilities, engineering, design and manufacturing processes
and other important business activities, including in India. In addition, the COVID-19 pandemic has disrupted the operations of our suppliers, customers and
partners for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns and limited access to capital markets, all of
which have and may continue to negatively impact our business and results of operations, including cash flows. Accordingly, we expect the COVID-19
pandemic to have a negative impact on our future sales and results of operations, the magnitude and duration of which we are unable to predict. Additionally,
concerns over the economic impact of COVID-19 pandemic have caused extreme volatility in financial and other capital markets, which volatility has and
may continue to adversely impact our stock price and could impact our ability to access capital markets. More generally, the COVID-19 pandemic has
adversely affected economies and financial markets globally, potentially leading to a prolonged economic downturn, which could decrease technology
spending and adversely affect demand for our offerings and harm our business and results of operations for an extended period of time. To the extent that the
COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this
“Risk Factors” section and those incorporated by reference herein, such as those relating to our products and services, financial performance, credit rating
and debt obligations.
Our business could be materially and adversely affected as a result of natural disasters, terrorist acts or other catastrophic events.
We depend on the ability of our personnel, inventories, equipment and products to move reasonably unimpeded around the world. Any political, military,
terrorism, global trade, world health or other issue that hinders this movement or restricts the import or export of materials could lead to significant business
disruptions. For example, the ongoing COVID-19 pandemic is impeding the mobility of our personnel, inventories, equipment and products and disrupting
our business operations. Furthermore, any economic failure or other material disruption caused by natural disasters, including fires, floods, hurricanes,
earthquakes, and volcanoes; power loss or shortages; environmental disasters; telecommunications or business information systems failures or break-ins and
similar events could also adversely affect our ability to conduct business. If such disruptions result in cancellations of customer orders or contribute to a
general decrease in economic activity or corporate spending on IT, or directly impact our marketing, manufacturing, financial and logistics functions, or
impair our ability to meet our customer demands, our operating results and financial condition could be materially adversely affected. Our headquarters is
located in Northern California, an area susceptible to earthquakes and wildfires. If any significant disaster were to occur there, our ability to operate our
business and our operating results, financial condition and cash flows could be adversely impacted.
We could be subject to additional income tax liabilities.
Our effective tax rate is influenced by a variety of factors, many of which are outside of our control. These factors include among other things,
fluctuations in our earnings and financial results in the various countries and states in which we do business, changes to the tax laws in such jurisdictions and
the outcome of income tax audits. Changes to any of these factors could materially impact our operating results, financial condition and cash flows.
We receive significant tax benefits from sales to our non-U.S. customers. These benefits are contingent upon existing tax laws and regulations in the U.S.
and in the countries in which our international operations are located. Future changes in domestic or
26
international tax laws and regulations or a change in how we manage our international operations could adversely affect our ability to continue realizing
these tax benefits.
Many countries around the world are beginning to implement legislation and other guidance to align their international tax rules with the Organisation for
Economic Co-operation and Development’s Base Erosion and Profit Shifting recommendations and related action plans that aim to standardize and
modernize global corporate tax policy, including changes to cross-border tax, transfer-pricing documentation rules and nexus-based tax incentive practices.
As a result, many of these changes, if enacted, could increase our worldwide effective tax rate and harm our operating result, financial condition and cash
flows.
Our effective tax rate could also be adversely affected by changes in tax laws and regulations and interpretations of such laws and regulations, which in
turn would negatively impact our earnings and cash and cash equivalent balances we currently maintain. Additionally, our effective tax rate could also be
adversely affected if there is a change in international operations, our tax structure and how our operations are managed and structured, and as a result, we
could experience harm to our operating results and financial condition. Evolving or revised tax laws and regulations globally, including the 2017 Tax Cuts
and Jobs Act deferral on tax deductions for certain research and development expenses could change the amount or accounting treatment of the expense we
occur in the future. President Biden has detailed his Made in America Tax Plan which includes proposed increases to tax rates on both domestic and foreign
income. If these proposals are ultimately enacted into legislation, they could materially impact our operations and financial results.
We are routinely subject to income tax audits in the U.S. and several foreign tax jurisdictions. If the ultimate determination of income taxes or at-source
withholding taxes assessed under these audits results in amounts in excess of the tax provision we have recorded or reserved for, our operating results,
financial condition and cash flows could be adversely affected.
27
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We owned or leased, domestically and internationally, the following properties as of April 30, 2021.
We own approximately 0.8 million square feet of facilities in Research Triangle Park (RTP), North Carolina. In addition, we own 65 acres of
undeveloped land. The RTP site supports research and development, global services and sales and marketing.
We own approximately 0.7 million square feet of facilities in Bangalore, India on 14 acres of land. The Bangalore site supports research and
development, marketing and global services.
We executed a lease for our new corporate headquarters located in San Jose, California in April 2021. The lease commenced on June 1, 2021 and
includes approximately 0.3 million square feet of office space. The San Jose site supports research and development, corporate general administration, sales
and marketing, global services and operations.
We lease other sales offices and research and development facilities throughout the U.S. and internationally. We expect that our existing facilities and
those being developed worldwide are suitable and adequate for our requirements over at least the next two years and that additional space will be available if
needed.
Item 3. Legal Proceedings
For a discussion of legal proceedings, see Note 18 – Commitments and Contingencies of the Notes to Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
28
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is traded on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbol NTAP.
PART II
Price Range of Common Stock
The price range per share of common stock presented below represents the highest and lowest intraday sales prices for the Company’s common stock on
the NASDAQ during each quarter of our two most recent fiscal years.
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders
Fiscal 2021
Fiscal 2020
High
Low
High
Low
$
$
$
$
49.65 $
48.94 $
70.64 $
78.77 $
39.81 $
40.08 $
43.92 $
58.83 $
73.69 $
59.84 $
65.38 $
60.96 $
58.04
44.55
55.00
34.66
As of June 2, 2021 there were 456 holders of record of our common stock.
Dividends
The Company paid cash dividends of $0.48 per outstanding common share in each quarter of fiscal 2021 for an aggregate of $427 million, $0.48 per
outstanding common share in each quarter of fiscal 2020 for an aggregate of $439 million, and $0.40 per outstanding common share in each quarter of fiscal
2019 for an aggregate of $403 million. In the first quarter of fiscal 2022, the Company declared a cash dividend of $0.50 per share of common stock, payable
on July 28, 2021 to shareholders of record as of the close of business on July 9, 2021.
29
Performance Graph
The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, of an investment of $100 for
the Company, the S&P 500 Index, the S&P 500 Information Technology Index and the S&P 1500 Technology Hardware & Equipment Index for the five
years ended April 30, 2021. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future
performance of our common stock. The graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor
shall such information be incorporated by reference into any past or future filing with the SEC, except to the extent that such filing specifically states that
such graph and related information are incorporated by reference into such filing.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among NetApp, Inc., the S&P 500 Index, the S&P 500 Information Technology Index and the S&P 1500 Technology Hardware & Equipment
Index*
*$100 invested on April 29, 2016 in stock or index, including reinvestment of dividends. Data points are the last day of each fiscal year for the Company’s common stock and
each of the indexes.
NetApp, Inc.
S&P 500 Index
S&P 500 Information Technology Index
S&P 1500 Technology Hardware & Equipment Index
April 2017
April 2018
April 2019
April 2020
April 2016
$
$
$
$
100.00 $
100.00 $
100.00 $
100.00 $
172.47 $
117.92 $
135.36 $
148.11 $
296.45 $
134.66 $
169.58 $
172.45 $
323.40 $
151.27 $
206.69 $
211.24 $
200.91 $
148.91 $
236.93 $
241.57 $
April 2021
361.06
223.20
376.88
429.57
We believe that a number of factors may cause the market price of our common stock to fluctuate significantly. See Item 1A. – Risk Factors.
30
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information with respect to the shares of common stock repurchased by us during the three months ended April 30, 2021:
Period
January 30, 2021 - February 26, 2021
February 27, 2021 - March 26, 2021
March 27, 2021 - April 30, 2021
Total
Total Number
of Shares
Purchased
(Shares in thousands)
Average
Price Paid
per Share
200 $
525 $
352 $
1,077 $
68.54
67.02
74.16
69.63
Total Number of Shares
Purchased as Part of
Approximate Dollar Value
of Shares That May Yet
Publicly Announced
Program
(Shares in thousands)
Be Purchased Under The
Repurchase Program
(Dollars in millions)
339,269 $
339,794 $
340,146 $
413
378
352
In May 2003, our Board of Directors approved a stock repurchase program. As of April 30, 2021, our Board of Directors had authorized the repurchase
of up to $13.6 billion of our common stock under our stock repurchase program, and on May 28, 2021, authorized an additional $500 million. Since
inception of the program through April 30, 2021, we repurchased a total of 340 million shares of our common stock for an aggregate purchase price of $13.3
billion. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in
privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed
appropriate by our management. The stock repurchase program may be suspended or discontinued at any time, and it was suspended for the first half of
fiscal 2021 due to the economic impact of the COVID-19 pandemic. We reinitiated our stock repurchase program in the third quarter of fiscal 2021.
31
Item 6. Selected Financial Data
We have elected to early adopt the amendment to Item 301 of Regulation S-K and are omitting this disclosure in reliance thereon.
32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the financial statements and the accompanying
notes set forth under Item 8. – Financial Statements and Supplementary Data. The following discussion also contains trend information and other forward-
looking statements that involve a number of risks and uncertainties. The Risk Factors set forth in Item 1A. – Risk Factors are hereby incorporated into the
discussion by reference.
Executive Overview
Our Company
NetApp is a global cloud-led, data-centric software company that give organizations the freedom to put data to work in the applications that elevate their
business. We help our customers get the most out of their data with industry-leading cloud data services, storage systems, and software. Throughout our
history, we have kept our focus on one thing – the data, continuously improving how data are managed, stored, analyzed, protected, and moved. Our strategy
has been shaped around helping our customers embrace the full potential of new technologies – from the rise of the internet, to helping large enterprise
customers in vertical markets, to bringing new systems to market. Today, we are focused on unlocking the best of cloud.
NetApp helps customers move from building data centers to building data fabrics that achieve business objectives. A data fabric simplifies the
integration and orchestration of data services across clouds and on-premises to accelerate digital transformation. We help organizations to get the most out of
their cloud experience – whether private, public, or hybrid – by enabling IT to discover, integrate, automate, optimize, protect, and secure data and
applications. NetApp delivers the full range of capabilities organizations need for their data fabrics, enabling the business to deliver the right data and
applications to the right place at the right time with the right capabilities to fuel innovation.
We bring the enterprise-grade data services our customers rely on into the cloud, and the simple flexibility of cloud into the data center. Our industry-
leading solutions work across diverse environments and the world’s biggest clouds. NetApp can help a company wherever it is on its hybrid cloud journey.
We focus on delivering an exceptional customer experience to become our customers’ preferred data partner. NetApp’s unique approach to data enables
organizations to create new customer experiences, seize every opportunity to innovate, and optimize operations for cost, scale, speed, and agility – all while
thriving in a multi-cloud world.
We employ a multichannel distribution strategy, selling products and services to end users and service providers through a direct sales force and through
channel partners, including value-added resellers, system integrators, original equipment manufacturers (OEMs) and distributors.
As our product portfolio evolves, market dynamics change, and management continues to assess our largest opportunities, we periodically change how
we group product revenue. To provide improved visibility into the value created by our software innovation and R&D investment, beginning in fiscal 2021,
we no longer group our products by “Strategic” and “Mature” solutions, but instead disclose the “Software” and “Hardware” components of our product
revenues. The engineering DNA of NetApp and the value we provide to customers is grounded in software (particularly our ONTAP OS) and we will
continue to look for opportunities to highlight and reinvest in this innovation engine. Software product revenue includes the OS software and optional add-on
software solutions attached to our systems across our entire product set: All-Flash FAS, SolidFire, EF-series, Hybrid FAS, E-series, NetApp HCI, and
StorageGrid. Hardware product revenues include the non-software component of our systems across our entire product set.
In addition to our products and solutions, we provide a variety of services to our customers, including software support, hardware support and other
services including professional services, and customer education and training to help customers most effectively build their unique data fabrics and
efficiently manage their data. Revenues generated by our Public Cloud Services (formerly referred to as Cloud Data Services) offerings, are included in
software support revenues.
COVID-19
The novel coronavirus, or COVID-19, pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and
services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations. We have taken
precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate. Since March
2020, the vast majority of our employees have been working remotely and we have suspended business travel.
During fiscal 2021, due to macroeconomic uncertainty caused by COVID-19, we continued to observe certain customers delay purchases of our
products and services, while other customers accelerated or placed new orders to address the demands of remote working and digital business. We also
experienced certain logistical challenges in delivering our products and services to customers in
33
certain regions, and minor supply chain constraints. Given recent developments in the broader technology supply chain, we have begun to invest in inventory
and certain longer-term commitments to help mitigate the risk of supply shortages.
We believe our existing balances of cash, cash equivalents and investments, cash generated from operations, and ability to access capital markets and
committed lines of credit will be sufficient to satisfy our working capital needs, capital expenditures, dividends, stock repurchases, required debt repayments
and other liquidity requirements associated with our operations.
The magnitude and duration of the disruption to our business, and impact to our operational and financial performance, caused by COVID-19 pandemic
remain uncertain. Refer to Item 1A. – Risk Factors for the significant risks we have identified as a result of the COVID-19 pandemic.
Financial Results and Key Performance Metrics Overview
The following table provides an overview of key financial metrics for each of the last three fiscal years (in millions, except per share amounts and
percentages):
April 30, 2021
April 24, 2020
April 26, 2019
Year Ended
Net revenues
Gross profit
Gross profit margin percentage
Income from operations
Income from operations as a percentage of net revenues
Provision for income taxes
Net income
Diluted net income per share
Net cash provided by operating activities
Deferred revenue and financed unearned services revenue
$
$
$
$
$
$
$
5,744
3,815
$
$
66%
1,031
$
18%
232
730
3.23
1,333
$
$
$
$
5,412
3,623
$
$
67%
945
17%
125
819
3.52
1,060
$
$
$
$
$
6,146
3,945
64%
1,221
20%
99
1,169
4.51
1,341
April 30,
2021
April 24,
2020
$
4,003 $
3,698
• Net revenues: Our net revenues increased 6% in fiscal 2021 compared to fiscal 2020, primarily due to an increase in software support revenues.
• Gross profit margin percentage: Our gross profit margin as a percentage of net revenues decreased by approximately one percentage point in
fiscal 2021 compared to fiscal 2020, primarily due to a reduction in gross profit margins on product revenues, partially offset by software support
revenues representing a higher percentage of total revenues in fiscal 2021.
•
Income from operations as a percentage of net revenues: Our income from operations as a percentage of net revenues increased by approximately
one percentage point in fiscal 2021 compared to fiscal 2020, primarily due to the gain on sale of certain properties in fiscal 2021, partially offset
by higher sales and marketing expense and the lower gross profit margin percentage.
• Provision for income taxes: Our provision for income taxes increased in fiscal 2021 compared to fiscal 2020 primarily as a result of discrete tax
impacts in the prior year.
• Net income and Diluted income per share: The decrease in both net income and diluted net income per share in fiscal 2021 compared to fiscal
2020 reflect the factors discussed above. The impact of the lower net income in fiscal year 2021 on diluted net income per share was partially
offset by a decrease in the number of weighted average dilutive shares outstanding primarily as a result of share repurchases.
• Operating cash flows: Operating cash flows increased by 26% in fiscal 2021 compared to fiscal 2020, primarily reflecting lower cash payments
for incentive compensation.
• Deferred revenue and financed unearned services revenue: Total deferred revenue and financed unearned services revenue increased $305 million,
or 8%, as of fiscal 2021 compared to fiscal 2020 primarily due to increases in the installed base and aggregate contract values under software and
hardware support contracts, Public Cloud Services contracts, and the favorable impact of foreign exchange rate fluctuations.
34
Stock Repurchase Program and Dividend Activity
During fiscal 2021, we repurchased approximately 2 million shares of our common stock at an average price of $67.61 per share, for an aggregate
purchase price of $125 million. We also declared aggregate cash dividends of $1.92 per share in fiscal 2021, for which we paid a total of $427 million.
Acquisitions
On April 28, 2020, we acquired all the outstanding shares of privately-held Cloud Jumper Corporation, a provider of virtual desktop infrastructure and
remote desktop services solutions, for $34 million in cash.
On July 9, 2020, we acquired all the outstanding shares of privately-held Spot, Inc. (Spot) for $340 million in cash. Spot is a provider of compute
management cost optimization services on the public clouds and is based in Israel.
Restructuring Events
In each of the first quarter and second quarter of fiscal 2021, we announced separate restructuring plans to reduce costs and redirect resources to our
highest return activities, which included a reduction in our global workforce by less than 1% and approximately 5%, respectively, and incurred charges of
approximately $5 million and $37 million, respectively, consisting primarily of employee severance costs. See Note 13 – Restructuring Charges for
additional information.
Senior Notes Issuance and Redemption
In June 2020, we issued $750 million aggregate principal amount of 1.875% Senior Notes due 2025, $550 million aggregate principal amount of 2.375%
Senior Notes due 2027 and $700 million aggregate principal amount of 2.70% Senior Notes due 2030, for which we received total proceeds of
approximately $2.0 billion, net of discount and issuance costs. On July 27, 2020, we extinguished our 3.375% Senior Notes due June 2021 for an aggregate
cash redemption price of $513 million, plus accrued and unpaid interest and fees.
Real Estate Transactions
In April 2021, we announced the sale of our corporate headquarters located in Sunnyvale, California, consisting primarily of land, buildings and
improvements, for cash proceeds of $365 million. The assets sold had a net book value totaling $210 million. To facilitate an orderly transition to a new
location, we executed short-term lease agreements with the buyer to lease back these properties. The agreed lease payments were below market rates and as a
result we recognized an asset of $7 million for the difference between the fair value of the leases and the agreed lease payments. The cash proceeds, less
direct selling costs, plus the fair value of the below-market leases resulted in a net gain on the sale of $156 million.
Contemporaneous with the sale, we executed a lease with a separate landlord for our new corporate headquarters located in San Jose, California, which is
comprised of approximately three hundred thousand square feet of office space. The lease commenced in the first quarter of fiscal 2022 and requires future
minimum undiscounted payments of approximately $180 million over the initial 11-year lease term. It also provides us two successive renewal options, each
for five years.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(GAAP), which require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and
expenses, and the disclosure of contingent assets and liabilities. Our estimates are based on historical experience and various other assumptions that we
believe to be reasonable under the circumstances, including the ongoing COVID-19 pandemic, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. We believe that the accounting estimates employed and the resulting balances are reasonable; however,
actual results may differ from these estimates and such differences may be material.
The summary of significant accounting policies is included in Note 1 – Description of Business and Significant Accounting Policies of the Notes to
Consolidated Financial Statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions
about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate
that are reasonably possible could materially impact the financial statements. The accounting policies described below reflect the significant judgments,
estimates and assumptions used in the preparation of the consolidated financial statements.
Revenue Recognition
Our contracts with customers often include the transfer of multiple products and services to the customer. In determining the amount and timing of
revenue recognition, we assess which products and services are distinct performance obligations and allocate the
35
transaction price, which may include fixed and/or variable amounts, among each performance obligation on a relative standalone selling price (SSP) basis.
The following are the key estimates and assumptions and corresponding uncertainties included in this approach:
Key Estimates and Assumptions
Key Uncertainties
• We evaluate whether products and services promised in our contracts with
customers are distinct performance obligations that should be accounted
for separately versus together.
• In determining the transaction price of our contracts, we estimate variable
consideration based on the expected value, primarily relying on our
history. In certain situations, we may also use the most likely amount as
the basis of our estimate.
• In contracts with multiple performance obligations, we establish SSPs
based on the price at which products and services are sold separately. If
SSPs are not observable through past transactions, we estimate them by
maximizing the use of observable inputs including pricing strategy, market
data, internally-approved pricing guidelines related to the performance
obligations and other observable inputs.
• In certain contracts, the determination of our distinct performance
obligations requires significant judgment. As our business and offerings to
customers change over time, the products and services we determine to be
distinct performance obligations may change. Such changes may
adversely impact the amount of revenue and gross margin we report in a
particular period.
• We may have insufficient relevant historical data or other information to
arrive at an accurate estimate of variable consideration using either the
“expected value” or “most likely amount” method. Additionally, changes
in business practices, such as those related to sales returns or marketing
programs, may introduce new forms of variable consideration, as well as
more complexity and uncertainty in the estimation process.
• As our business and offerings evolve over time, modifications to our
pricing and discounting methodologies, changes in the scope and nature of
product and service offerings and/or changes in customer segmentation
may result in a lack of consistency, making it difficult to establish and/or
in different and
maintain SSPs. Changes
unanticipated allocations of
in contracts with multiple
revenue
performance obligations. These factors, among others, may adversely
impact the amount of revenue and gross margin we report in a particular
period.
in SSPs could result
Inventory Valuation and Purchase Order Accruals
Inventories consist primarily of purchased components and finished goods and are stated at the lower of cost or net realizable value, which approximates
actual cost on a first-in, first-out basis. A provision is recorded when inventory is determined to be in excess of anticipated demand or obsolete in order to
adjust inventory to its estimated realizable value. The following are the key estimates and assumptions and corresponding uncertainties for estimating the
value of our inventories:
Key Estimates and Assumptions
Key Uncertainties
• We periodically perform an excess and obsolete analysis of our inventory.
Inventories are written down based on excess and obsolete reserves
determined primarily on assumptions about future demand forecasts and
market conditions. At the point of the loss recognition, a new, lower cost
basis for that inventory is established, and subsequent changes in facts and
circumstances do not result in the restoration or increase in that newly
established cost basis.
to
• Although we use our best estimates to forecast future product demand,
any significant unanticipated changes in demand, which could be
exacerbated by the effects of the COVID-19 pandemic, or obsolescence
introductions,
technological developments, new product
related
customer requirements, competition or other factors could have a
significant impact on the valuation of our inventory. If actual market
conditions are less favorable than those projected, additional write-downs
and other charges against earnings that adversely impact gross margins
may be required. If actual market conditions are more favorable, we may
realize higher gross profits in the period when the written-down inventory
is sold.
We are subject to a variety of environmental laws relating to the
manufacture of our products. If there are changes to the current
regulations, we may be required to make product design changes which
may result in excess or obsolete inventory, which could adversely impact
our operating results.
36
• We make commitments to our third-party contract manufacturers and
other suppliers to manage lead times and meet product forecasts and to
other parties to purchase various key components used in the manufacture
of our products. We establish accruals for estimated losses on non-
cancelable purchase commitments when we believe it is probable that the
components will not be utilized in future operations.
Goodwill and Purchased Intangible Assets
• If the actual materials demand is significantly lower than our forecast, we
may be required to increase our recorded liabilities for estimated losses on
non-cancelable
incremental
commitments made in response to recent developments in the broader
technology supply chain, which would adversely impact our operating
results.
commitments,
including
purchase
We allocate the purchase price of acquisitions to identifiable assets acquired and liabilities assumed at their acquisition date fair values based on
established valuation techniques. Goodwill represents the residual value as of the acquisition date, which in most cases is measured as the excess of the
purchase consideration transferred over the net of the acquisition date fair values of the assets acquired and liabilities assumed.
The carrying values of purchased intangible assets are reviewed whenever events and circumstances indicate that the net book value of an asset may not
be recovered through expected future cash flows from its use and eventual disposition. We periodically review the estimated remaining useful lives of our
intangible assets. This review may result in impairment charges or shortened useful lives, resulting in charges to our consolidated statements of income.
We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying amount of our reporting unit may
exceed its fair value. The provisions of the accounting standard for goodwill allow us to first assess qualitative factors to determine whether it is necessary to
perform the quantitative goodwill impairment test. For our annual goodwill impairment test in the fourth quarter of fiscal 2021, we performed a quantitative
test and determined the fair value of our reporting unit substantially exceeded its carrying amount, therefore, found no impairment of goodwill. To date, the
impacts of the COVID-19 pandemic have not significantly adversely affected the fair value of our reporting unit.
37
The following are the key estimates and assumptions and corresponding uncertainties for estimating the value of our goodwill and purchased intangible
assets:
Key Estimates and Assumptions
Key Uncertainties
• The assessment of fair value for goodwill and purchased intangible assets
is based on factors that market participants would use in an orderly
transaction in accordance with the accounting guidance for the fair value
measurement of nonfinancial assets.
The valuation of purchased intangible assets is principally based on
estimates of the future performance and cash flows expected to be
generated by the acquired assets from the acquired business.
• Evaluations of possible goodwill and purchased
intangible asset
impairment require us to make judgments and assumptions related to the
allocation of our balance sheet and income statement amounts and
estimate future cash flows and fair market values of our reporting unit and
assets.
• While we employ experts to determine the acquisition date fair value of
acquired intangibles, the fair values of assets acquired and liabilities
assumed are based on significant management assumptions and estimates,
which are inherently uncertain and highly subjective and as a result, actual
results may differ from estimates. If different assumptions were to be
used, it could materially impact the purchase price allocation. Volatile
the COVID-19
macroeconomic and market conditions caused by
pandemic have increased the level of uncertainty and subjectivity of
certain management assumptions and estimates.
• In response to changes in industry and market conditions, we could be
required to strategically realign our resources and consider restructuring,
disposing of, or otherwise exiting businesses, which could result in an
impairment of goodwill or purchased intangible assets.
Assumptions and estimates about expected future cash flows and the fair
values of our reporting unit and purchased intangible assets are complex
and subjective. They can be affected by a variety of factors, including
external factors such as the adverse impact of unanticipated changes in
macroeconomic conditions, such as those related to the COVID-19
pandemic, and technological changes or new product introductions from
competitors. They can also be affected by internal factors such as changes
in business strategy or in forecasted product life cycles and roadmaps. Our
ongoing consideration of these and other factors could result in future
impairment charges or accelerated amortization expense, which could
adversely affect our operating results.
Valuation of Investment Securities
Our investments in debt securities are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes
in the fair value of these securities are recognized in accumulated other comprehensive income, net of tax, unless they are determined to be other-than-
temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold.
The following are the key estimates and assumptions and corresponding uncertainties for the valuation of our investment securities:
Key Estimates and Assumptions
Key Uncertainties
• The estimated fair value of our debt securities, and the associated
accounting for unrealized losses is based on an evaluation of current
economic and market conditions, the credit rating of the security’s issuer,
the length of time and extent the security’s fair value has been below its
amortized cost and our ability and intent to hold the security for a period
of time sufficient to allow for anticipated recovery in value. If we
determine that an investment has an other-than-temporary decline in fair
value, we recognize the investment loss in earnings.
• The fair value of our investments in debt securities could decrease
significantly from uncertainties in the credit and capital markets, credit
rating downgrades and/or solvency of the issuer or decreases in the
marketability of the securities, with the ongoing COVID-19 pandemic
contributing to these uncertainties. If the fair value of our investments
decreases significantly and, if because of changes in our ability and intent
to continue to hold the securities or other factors, it is determined to be
other-than-temporary, we may incur impairment charges that could
adversely affect our results of operations.
38
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and
liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the
financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are
measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be
realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be
realized.
The following are the key estimates and assumptions and corresponding uncertainties for our income taxes:
Key Estimates and Assumptions
Key Uncertainties
• Our income tax provision is based on existing tax law and advanced
pricing agreements or letter rulings we have with various tax authorities.
• The determination of whether we should record or adjust a valuation
allowance against our deferred tax assets is based on assumptions
regarding our future profitability.
• The estimates for our uncertain tax positions are based primarily on
company specific circumstances, applicable tax laws, tax opinions from
outside firms and past results from examinations of our income tax
returns.
New Accounting Standards
• Our provision for income taxes is subject to volatility and could be
adversely impacted by future changes in existing tax laws, such as a
change in tax rate, possible U.S. changes to the taxation of earnings of our
foreign subsidiaries, and uncertainties as to future renewals of favorable
tax agreements and rulings.
• Our future profits could differ from current expectations resulting in a
change to our determination as to the amount of deferred tax assets that
are more likely than not to be realized. We could adjust our valuation
allowance with a corresponding impact to the tax provision in the period
in which such determination is made.
• Significant judgment is required in evaluating our uncertain tax positions.
Although we believe our reserves are reasonable, no assurance can be
given that the final tax outcome or tax court rulings of these matters will
not be different from that which is reflected in our historical tax
provisions and accruals.
See Note 1 – Description of Business and Significant Accounting Policies for the impact to our financial statements of the adoption of the accounting
standard update on the measurement of credit losses on financial instruments in the first quarter of fiscal 2021.
See Note 2 – Recent Accounting Standards Not Yet Effective of the Notes to Consolidated Financial Statements for a full description of new accounting
pronouncements, including the respective expected dates of adoption and effects on our financial statements.
39
Results of Operations
Our fiscal year is reported on a 52- or 53-week year that ends on the last Friday in April. An additional week is included in the first fiscal quarter
approximately every six years to realign fiscal months with calendar months. Fiscal year 2021, ending on April 30, 2021 is a 53-week year, with 14 weeks
included in its first quarter and 13 weeks in each subsequent quarter. Fiscal year 2020, which ended on April 24, 2020, and fiscal year 2019, which ended on
April 26, 2019 were both 52-week years. Unless otherwise stated, references to particular years, quarters, months and periods refer to our fiscal years ended
in April and the associated quarters, months and periods of those fiscal years.
The following table sets forth certain Consolidated Statements of Income data as a percentage of net revenues for the periods indicated:
Revenues:
Product
Software support
Hardware support and other services
Net revenues
Cost of revenues:
Cost of product
Cost of software support
Cost of hardware support and other services
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Restructuring charges
Acquisition-related expense
Gain on sale or derecognition of assets
Total operating expenses
Income from operations
Other (expense) income, net
Income before income taxes
Provision for income taxes
Net income
Percentages may not add due to rounding
Discussion and Analysis of Results of Operations
Net Revenues (in millions, except percentages):
2021
Fiscal Year
2020
2019
52 %
22
26
100
25
2
7
66
30
15
4
1
—
(3)
48
18
(1)
17
4
13 %
55 %
19
26
100
25
1
7
67
29
16
5
—
—
(1)
49
17
—
17
2
15 %
61 %
15
24
100
29
1
7
64
27
13
5
1
—
(1)
44
20
1
21
2
19 %
Net revenues
2021
2020
% Change
2019
% Change
$
5,744 $
5,412
6% $
6,146
(12)%
Fiscal Year
The increase in net revenues for fiscal 2021 compared to fiscal 2020 was primarily due to an increase in hardware and software support revenues, which
benefited from an additional week in the first quarter of fiscal 2021, while product revenues were relatively flat. Product revenues as a percentage of net
revenues decreased by approximately three percentage points compared to fiscal 2020. Fluctuations in foreign currency exchange rates benefited net
revenues by approximately one percentage point for fiscal 2021 compared to fiscal 2020.
The decrease in net revenues for fiscal 2020 compared to fiscal 2019 was primarily due to a decrease in product revenues. Product revenues as a percent
of net revenues decreased six percentage points in fiscal 2020 compared to fiscal 2019.
Sales through our indirect channels represented 77%, 79% and 76% of net revenues in fiscal 2021, 2020 and 2019, respectively.
40
The following customers, each of which is a distributor, accounted for 10% or more of net revenues:
Arrow Electronics, Inc.
Tech Data Corporation
Product Revenues (in millions, except percentages):
2021
24%
20%
Fiscal Year
2020
25%
21%
2019
24%
20%
Product revenues
2021
2020
% Change
2019
% Change
$
2,991 $
2,995
—% $
3,755
(20)%
Fiscal Year
Product revenues are derived through the sale of our data solutions and consist of sales of configured all-flash array and hybrid systems, which are
bundled hardware and software products, as well as add-on flash, disk and/or hybrid storage and related OS, NetApp HCI, StorageGrid, OEM products and
add-on optional software.
Total product revenues were relatively flat in fiscal 2021 compared to fiscal 2020, suffering from less favorable macroeconomic conditions through
most of the current year, in part due to the economic uncertainty caused by the COVID-19 pandemic, but then improving in the last quarter of the year. Sales
of all-flash array systems increased in the current year, though this increase was offset by a decline in sales of our other products. Fluctuations in foreign
currency exchange rates benefited product revenues by approximately one percentage point for fiscal 2021 compared to fiscal 2020.
Total product revenues declined in fiscal 2020 compared to fiscal 2019 primarily due to less favorable macroeconomic conditions, lower enterprise IT
spending throughout fiscal 2020 and go-to-market execution issues experienced in the first quarter of fiscal 2020 with some of our largest global customer
accounts. Additionally, in the fourth quarter of fiscal 2020, increasing macroeconomic uncertainty caused by the COVID-19 pandemic contributed to
demand weakness, while associated logistical challenges led to delays in deliveries of products and services to certain customers.
As discussed in the Overview section, beginning in fiscal 2021, we disclose the software and hardware components of our product revenues. Because
our revenue recognition policy under generally accepted accounting principles in the United States of America (GAAP) defines a configured storage system,
inclusive of the operating system software essential to its functionality, as a single performance obligation, the hardware and software components of our
product revenues are considered non-GAAP measures. The hardware and software components of our product revenues are derived from an estimated fair
value allocation of the transaction price of our contracts with customers, down to the level of the product hardware and software components. This allocation
is primarily based on the contractual prices at which NetApp has historically billed customers for such respective components. We believe that the
presentation of the software and hardware components of our product revenues is meaningful to investors and management as it illustrates the significance of
the Company’s software and provides improved visibility into the value created by our software innovation and R&D investment.
Revenues from the hardware component of product revenues totaled $1,355 million, representing 45% of product revenues, in fiscal 2021, compared to
$1,541 million, representing 51% of product revenues, in fiscal 2020, compared to $1,935 million, representing 52% of product revenues, in fiscal 2019. The
software component of product revenues totaled $1,636 million, representing 55% of product revenues, in fiscal 2021, compared to $1,454 million,
representing 49% of product revenues, in fiscal 2020, compared to $1,820 million, representing 48% of product revenues, in fiscal 2019. The increase in the
software component percentage of product revenues in fiscal 2021 is primarily due to a higher mix of all-flash array systems revenues, which contain a
higher proportion of software components than other products.
Software Support Revenues (in millions, except percentages):
Software support revenues
2021
2020
% Change
2019
% Change
$
1,281 $
1,034
24% $
946
9%
Fiscal Year
Software support revenues are associated with contracts which entitle customers to receive unspecified product upgrades and enhancements on a when-
and-if-available basis, bug fixes and patch releases, as well as internet and telephone access to technical support personnel located in our global support
centers.
The growth in software support revenues reflects higher Public Cloud Services revenue and the higher aggregate contract value of the installed base
under software support contracts, which is recognized as revenue ratably over the terms of the underlying contracts.
41
Software support for fiscal 2021 benefitted from the continued growth in all-flash array product sales, as all-flash systems carry a higher support dollar
content than our other products. Software support revenues were also favorably impacted by the additional week of deferred revenue amortization in the first
quarter of fiscal 2021, which contributed approximately $20 million of additional revenues.
Hardware Support and Other Services Revenues (in millions, except percentages):
Hardware support and other services revenues
$
1,472 $
1,383
6% $
1,445
(4)%
2021
2020
% Change
2019
% Change
Fiscal Year
Hardware support and other services revenues include hardware support, professional services and educational and training services revenues.
Hardware support contract revenues were $1,195 million, $1,142 million and $1,182 million in fiscal 2021, 2020 and 2019, respectively. The increase in
fiscal 2021 is primarily due to the additional week in the first quarter of fiscal 2021, which contributed approximately $20 million of additional revenues,
and an increase in our installed base. The decrease in fiscal 2020 was primarily attributable to a decline in average selling price on contracts executed during
the year.
Professional services and educational and training services revenues were $277 million, $241 million and $263 million in fiscal 2021, 2020 and 2019,
respectively.
Revenues by Geographic Area:
United States, Canada and Latin America (Americas)
Europe, Middle East and Africa (EMEA)
Asia Pacific (APAC)
Percentages may not add due to rounding
2021
Fiscal Year
2020
54%
31%
15%
53%
32%
15%
2019
56%
30%
14%
Americas revenues consist of sales to Americas commercial and United States (U.S.) public sector markets. Demand across geographies was relatively
consistent in fiscal 2021 compared to fiscal 2020. During fiscal 2020, Americas revenues were negatively impacted by general macroeconomic conditions in
the region and go-to-market execution issues with some of our largest customer accounts in the first quarter of fiscal 2020, which was reflected in the
geographic distribution of revenues as a percentage of net revenues in fiscal 2020 compared to fiscal 2019.
Cost of Revenues
Our cost of revenues consists of three elements: (1) cost of product revenues, which includes the costs of manufacturing and shipping our storage
products, amortization of purchased intangible assets, inventory write-downs, and warranty costs, (2) cost of software support, which includes the costs of
providing software support and third-party royalty costs and (3) cost of hardware support and other services revenues, which includes costs associated with
providing support activities for hardware support, global support partnership programs, professional services and educational and training services.
Cost of Product Revenues (in millions, except percentages):
Cost of product revenues
2021
2020
% Change
2019
% Change
$
1,432 $
1,368
5% $
1,752
(22)%
Fiscal Year
The changes in cost of product revenues consisted of the following (in percentage points of the total change):
Materials costs
Excess and obsolete inventory
Warranty
Total change
Fiscal 2021 to Fiscal 2020
Fiscal 2020 to Fiscal 2019
7
(1)
(1)
5
(22)
—
—
(22)
42
Cost of product revenues represented 48%, 46% and 47% of product revenues for fiscal 2021, 2020 and 2019, respectively. Materials cost represented
89%, 86% and 90% of product costs for fiscal 2021, 2020 and 2019, respectively.
Total materials costs increased by approximately $96 million in fiscal 2021 compared to fiscal 2020. The trend in product mix toward all-flash array
systems, which have higher margins, but carry higher materials costs, than hybrid systems, was the primary driver of these increases. Excess and obsolete
inventory reserves and warranty expenses were lower in fiscal 2021 compared to fiscal 2020.
Product gross margins in fiscal 2021 decreased by two percentage points compared to fiscal 2020 primarily due to a decrease in the average selling prices
of most of our products, partially offset by a higher mix of all-flash array product sales.
Materials costs decreased $393 million in fiscal 2020 compared to fiscal 2019, primarily due to a decline in product revenue and, to a lesser extent, a
decline in the price of certain product components.
Product gross margins in fiscal 2020 increased one percentage point compared to fiscal 2019, primarily due to a higher mix of all-flash array product
sales in fiscal 2020, partially offset by a decrease in high-margin revenue recognized from the software license component of several enterprise license
agreements.
Cost of Software Support Revenues (in millions, except percentages):
Cost of software support revenues
2021
2020
% Change
2019
% Change
$
95 $
48
98% $
35
37%
Fiscal Year
Cost of software support revenues increased in fiscal 2021 compared to fiscal 2020, reflecting the increase in Public Cloud Services revenue and an
increase in amortization expense for acquired developed technology. Cost of software support revenues increased in fiscal 2020 compared to fiscal 2019, in
line with the increase in software support revenues. Cost of software support revenues represented 7%, 5% and 4% of software support revenues for fiscal
2021, 2020 and 2019, respectively.
Cost of Hardware Support and Other Services Revenues (in millions, except percentages):
Cost of hardware support and other services revenues
$
402 $
373
8% $
414
(10)%
2021
2020
% Change
2019
% Change
Fiscal Year
Cost of hardware support and other services revenues increased in fiscal 2021 compared to fiscal 2020, in line with the increase in hardware support and
other services revenues. Cost of hardware support and other services revenues decreased in fiscal 2020 compared to fiscal 2019, primarily due to the
favorable impact of cost savings initiatives, and the decrease in hardware support and other services revenues. Costs represented 27%, 27% and 29% of
hardware support and other services revenues for fiscal 2021, 2020 and 2019, respectively.
Operating Expenses
Sales and Marketing, Research and Development and General and Administrative Expenses
Sales and marketing, research and development, and general and administrative expenses for fiscal 2021 totaled $2,882 million, or 50% of net revenues,
remaining relatively flat in percentage points as compared to fiscal 2020. Sales and marketing, research and development, and general and administrative
expenses for fiscal 2020 totaled $2,695 million, or 50% of net revenues, representing an increase of five percentage points compared to fiscal 2019, primarily
due to lower net revenues in fiscal 2020.
Compensation costs represent the largest component of operating expenses. Included in compensation costs are salaries, benefits, other compensation-
related costs, stock-based compensation expense and employee incentive compensation plan costs.
Total compensation costs included in operating expenses increased by $225 million, or 15% during fiscal 2021 compared to fiscal 2020, primarily
reflecting higher incentive compensation expense, a 3% increase in average headcount and the impact of one additional week in the first quarter of fiscal
2021.
43
Total compensation costs included in operating expenses decreased $22 million, or 1% during fiscal 2020 compared to fiscal 2019, primarily due to lower
incentive compensation expenses, partially offset by higher salaries, reflecting a 3% increase in average headcount.
Sales and Marketing (in millions, except percentages):
Sales and marketing expenses
2021
2020
% Change
2019
% Change
$
1,744 $
1,585
10% $
1,657
(4)%
Fiscal Year
Sales and marketing expenses consist primarily of compensation costs, commissions, outside services, facilities and IT support costs, advertising and
marketing promotional expense and travel and entertainment expense. The changes in sales and marketing expenses consisted of the following (in percentage
points of the total change):
Compensation costs
Commissions
Advertising and marketing promotional expense
Travel and entertainment
Other
Total change
Fiscal 2021 to Fiscal 2020
Fiscal 2020 to Fiscal 2019
9
3
1
(4)
1
10
(1)
(2)
—
—
(1)
(4)
The increase in compensation costs in fiscal 2021 compared to fiscal 2020 reflected an increase in average headcount of 7%, with this expansion of our
sales and marketing teams supporting our ability to execute on key market opportunities. Compensation costs for fiscal 2021 also reflected the impact of one
additional week in the first quarter.
The increase in commissions expense for fiscal 2021 is primarily due to higher performance against sales goals than in fiscal 2020. Advertising and
marketing promotional expense increased in fiscal 2021 compared to fiscal 2020, primarily due to higher spending levels on certain projects. Travel and
entertainment spend decreased significantly due to the ongoing COVID-19 pandemic.
The decrease in compensation costs in fiscal 2020 compared to fiscal 2019 reflects a slight reduction in average headcount, while the decrease in
commissions expense was primarily due to lower performance against sales goals. We incurred $3 million of non-recurring expenses in fiscal 2020,
primarily due to the cancellation of a major sales event, as a direct result of the COVID-19 pandemic.
Research and Development (in millions, except percentages):
Research and development expenses
2021
2020
% Change
2019
% Change
$
881 $
847
4% $
827
2%
Fiscal Year
Research and development expenses consist primarily of compensation costs, facilities and IT support costs, depreciation, equipment and software
related costs, prototypes, non-recurring engineering charges and other outside services costs. Changes in research and development expense consisted of the
following (in percentage points of the total change):
Compensation costs
Development projects and outside services
Facilities and IT support costs
Travel and entertainment
Total change
Fiscal 2021 to Fiscal 2020
Fiscal 2020 to Fiscal 2019
7
(1)
(1)
(1)
4
2
—
—
—
2
The increase in compensation costs during fiscal 2021 compared to fiscal 2020 was primarily due to higher incentive compensation expense, while
average headcount was relatively consistent in each period. Compensation costs for fiscal 2021 also reflected the impact of one additional week in the first
quarter. The decrease in development projects and outside services was primarily due to the lower spending on certain engineering projects. The decrease in
facilities and IT support costs was primarily due to cost containment efforts, and lower travel and entertainment expense was due to the impact of the
ongoing COVID-19 pandemic.
44
The increase in compensation costs during fiscal 2020 compared to fiscal 2019 was attributable to an increase in average headcount of 8%, resulting in
higher salaries and benefits expense. This increase was partially offset by lower incentive compensation plan expense. The average headcount increase in
fiscal 2020 reflected our investment in additional engineering resources to support the expansion and enhancement of products and solutions targeted at our
most important customer and market opportunities.
General and Administrative (in millions, except percentages):
General and administrative expenses
2021
2020
% Change
2019
% Change
$
257 $
263
(2)% $
278
(5)%
Fiscal Year
General and administrative expenses consist primarily of compensation costs, professional and corporate legal fees, outside services and facilities and IT
support costs. Changes in general and administrative expense consisted of the following (in percentage points of total change):
Compensation costs
Professional and legal fees and outside services
Litigation settlement
Facilities and IT support costs
Total change
Fiscal 2021 to Fiscal 2020
Fiscal 2020 to Fiscal 2019
9
(14)
2
1
(2)
(7)
5
—
(3)
(5)
The increase in compensation costs in fiscal 2021 compared to fiscal 2020 was primarily due to higher incentive compensation expense, while average
headcount was relatively consistent in each period. The decrease in professional and legal fees and outside services expense in fiscal 2021 was primarily due
to lower spending on business transformation projects in the current year. The increase in facilities and IT support costs was primarily due to higher spending
levels on IT projects. During the second quarter of fiscal 2021, we incurred a litigation settlement charge of approximately $5 million that was included in
general and administrative expenses in our consolidated statements of income.
The decrease in compensation costs in fiscal 2020 compared to fiscal 2019 was primarily attributable to lower incentive compensation plan expense and
lower stock-based compensation expense. While average headcount increased in fiscal 2020 compared to fiscal 2019, salaries and benefits expense remained
relatively flat as a greater percentage of employees were located in lower cost geographies. The increase in professional and legal fees and outside services
expense in fiscal 2020 compared to fiscal 2019 was due to higher spending levels on projects and outside services. The decrease in facilities and IT support
costs in fiscal 2020 compared to fiscal 2019 was primarily due to lower spending levels on IT projects.
Restructuring Charges (in millions, except percentages):
Restructuring charges
2021
2020
% Change
2019
% Change
$
42 $
21
100% $
35
(40)%
Fiscal Year
In an effort to reduce our cost structure and redirect resources to our highest return activities, in fiscal years 2021, 2020 and 2019, we initiated a number
of business realignment plans designed to streamline our business and focus on key strategic opportunities, resulting in aggregate reductions of our global
workforce of approximately 6% in fiscal 2021, 2% in fiscal 2020 and less than 3% in fiscal 2019, for which we recognized aggregate charges of $42 million,
$21 million and $35 million, respectively, consisting primarily of employee severance costs. See Note 13 – Restructuring Charges of the Notes to
Consolidated Financial Statements for more details regarding our restructuring plans.
Acquisition-related Expense (in millions, except percentages)
Acquisition-related expense
$
16 $
—
NM $
—
NM
2021
2020
Fiscal Year
% Change
2019
% Change
45
During fiscal 2021, we incurred $16 million of acquisition-related costs, primarily legal and consulting fees associated with our acquisition and
subsequent integration of Spot Inc.
Gain on Sale or Derecognition of Assets (in millions, except percentages):
Gain on sale or derecognition of assets
2021
2020
% Change
2019
% Change
$
(156) $
(38)
311% $
(73)
(48)%
Fiscal Year
In April 2021, we sold certain land and buildings located in Sunnyvale, California with an aggregate net book value of $210 million and received cash
proceeds of $365 million, resulting in a gain, net of direct selling cost, and adjusted for below-market rent, of $156 million.
In September 2017, we entered into an agreement to sell certain land and buildings located in Sunnyvale, California, through two separate and
independent closings, the first of which was completed in fiscal 2018. On August 29, 2019, the second closing occurred and we consummated the sale of the
land, with a net book value of $53 million, and received cash proceeds of $96 million, resulting in a gain, net of direct selling costs, of $38 million.
In February 2019, we contributed cash and other assets with a total book value of $7 million to a newly formed joint venture with Lenovo in exchange for
a non-controlling 49% equity interest in the new entity, Lenovo NetApp Technology Limited (“LNTL”). The value of our equity interest was $80 million,
resulting in a gain of $73 million in fiscal 2019.
Other (Expense) Income, Net (in millions, except percentages)
The components of other (expense) income, net were as follows:
Interest income
Interest expense
Other (expense) income, net
Total
NM - Not Meaningful
Fiscal Year
2021
2020
% Change
2019
% Change
$
$
9 $
(74)
(4)
(69) $
48
(55)
6
(1)
(81)% $
35%
(167)%
NM
$
88
(58)
17
47
(45)%
(5)%
(65)%
NM
Interest income decreased during fiscal 2021 compared to fiscal 2020 due to both a reduction in the size of our investment portfolio and lower yields
earned on the investments. Interest income decreased during fiscal 2020 compared to fiscal 2019, primarily due to a reduction in the size of our investment
portfolio as a result of our sale of approximately $1.0 billion of available-for-sale debt securities in the first quarter of fiscal 2020 and net maturities over the
remainder of the year.
Interest expense increased during fiscal 2021 compared to fiscal 2020, as we issued Senior Notes in aggregate principal amount of $2.0 billion in the first
quarter of fiscal 2021. The impact from the issuance of these Senior Notes was partially offset by the extinguishment of our Senior Notes due June 2021 in
the first quarter of fiscal 2021, and a lower average outstanding commercial paper balance during fiscal 2021. Interest expense remained relatively flat in
fiscal 2020 compared to fiscal 2019 as we repaid our maturing Senior Notes, but increased our average outstanding commercial paper balance.
In fiscal 2021, other (expense) income, net includes a $6 million gain recognized on our sale of a minority equity interest in a privately held company for
proceeds of approximately $8 million. This benefit was more than offset by a $14 million loss recognized from the extinguishment of our Senior Notes due
June 2021 in the first quarter of fiscal 2021.
Other (expense) income, net decreased during fiscal 2020 compared to fiscal 2019, primarily due to a $10 million impairment of our equity method
investment in LNTL and the net unfavorable impact of foreign exchange rate fluctuations in fiscal 2020, partially offset by a $14 million gain we realized
from the sale of approximately $1.0 billion of available-for-sale debt securities.
Provision for Income Taxes (in millions, except percentages):
Provision for income taxes
2021
2020
% Change
2019
% Change
$
232 $
125
86% $
99
26%
Fiscal Year
Our effective tax rate for fiscal 2021 was 24.1% compared to an effective tax rate of 13.2% for fiscal 2020. Our effective tax rate for fiscal 2021 was
higher than the prior year primarily due to the impact of taxes resulting from the integration of acquired companies
46
and a shift in jurisdictional mix of income resulting in a lower foreign rate differential. Additionally, the fiscal 2020 tax provision included a benefit of $61
million related to the lapse of statute of limitations compared to a benefit of $6 million recognized in fiscal 2021. Our effective tax rate for fiscal 2019 of
7.8% was lower than fiscal 2020 as it included larger benefits related to foreign profits taxed at effective rates lower than the U.S. federal statutory rates as
well as larger benefits related to stock-based compensation.
Liquidity, Capital Resources and Cash Requirements
(In millions, except percentages)
Cash, cash equivalents and short-term investments
Principal amount of debt
The following is a summary of our cash flow activities:
(In millions)
Net cash provided by operating activities
Net cash provided by investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
April 30,
2021
April 24,
2020
4,596 $
2,650 $
2,882
1,673
Fiscal Year
2021
2020
1,333 $
21
444
71
1,869 $
1,060
1,269
(1,960)
(34)
335
$
$
$
$
As of April 30, 2021, our cash, cash equivalents and short-term investments totaled $4.6 billion, reflecting an increase of $1.7 billion from April 24,
2020. The increase was primarily due to $2.0 billion of net proceeds from the issuance of Senior Notes, $1.3 billion of cash provided by operating activities
and $365 million proceeds from the sale of properties in Sunnyvale, California, partially offset by $513 million used for the extinguishment of our Senior
Notes due June 2021, $420 million used for the net repayment of commercial paper notes with original maturities of three months or less, $350 million used
for the acquisitions of two privately-held companies, $427 million used for the payment of dividends, $162 million in purchases of property and equipment
and $125 million used to repurchase shares of our common stock. Working capital increased by $1.9 billion to $2.5 billion as of April 30, 2021 compared to
April 24, 2020 primarily due to the increases in cash, cash equivalents and short-term investments discussed above.
Cash Flows from Operating Activities
During fiscal 2021, we generated cash from operating activities of $1.3 billion, reflecting net income of $730 million, adjusted by adding non-cash
depreciation and amortization expense of $207 million and non-cash stock-based compensation expense of $197 million and subtracting the gain on sale or
derecognition of assets of $156 million.
Significant changes in assets and liabilities during fiscal 2021 included the following:
• Deferred revenue and financed unearned services revenue increased $193 million, primarily due to an increase in deferred software and hardware
support contracts associated with a growing installed base as well as growth in Public Cloud Services.
• Accrued expenses increased $134 million, primarily due to higher accruals for incentive compensation plans.
During fiscal 2020, we generated cash from operating activities of $1.1 billion, reflecting net income of $819 million, adjusted by adding non-cash
depreciation and amortization expense of $193 million and non-cash stock-based compensation expense of $153 million and subtracting the gain on
derecognition of assets of $38 million.
Significant changes in assets and liabilities during fiscal 2020 included the following:
• Accounts receivable decreased $238 million, reflecting more favorable shipping linearity and lower billings.
• Accounts payable decreased $117 million, reflecting the timing of payments to our suppliers.
• Accrued expenses decreased $177 million, primarily due to employee compensation payouts related to fiscal 2019 commissions and incentive
compensation plans that exceeded fiscal 2020 accruals.
• Long-term taxes payable decreased $163 million, primarily due to resolution of income tax matters and transition taxes associated with U.S. tax
reform.
47
We expect that cash provided by operating activities may materially fluctuate in future periods due to a number of factors, including fluctuations in our
operating results, shipment linearity, accounts receivable collections performance, inventory and supply chain management, vendor payment initiatives, tax
benefits or charges from stock-based compensation, and the timing and amount of compensation and other payments.
Cash Flows from Investing Activities
During fiscal 2021, we generated $365 million from the sale of properties located in Sunnyvale, California and $160 million from maturities and sales of
investments in available-for-sale debt securities, net of purchases. We paid $350 million to acquire two privately-held companies and $162 million for capital
expenditures.
During fiscal 2020, we generated $1.4 billion from maturities and sales of investments in available-for-sale debt securities, net of purchases and paid
$124 million for capital expenditures. Additionally, we received $96 million for the sale of land in Sunnyvale, California and paid $73 million to acquire two
privately-held companies.
Cash Flows from Financing Activities
During fiscal 2021, we received $2.0 billion from the issuance of Senior Notes, which was partially offset by the use of $513 million for the
extinguishment of our Senior Notes due June 2021, $420 million for the net repayment of commercial paper notes with original maturities of three months or
less, $427 million for the payment of dividends, and $125 million for the repurchase of two million shares of our common stock.
During fiscal 2020, we used $1.4 billion for the purchase of 25 million shares of our common stock, $439 million for the payment of dividends and $400
million for the repayment of our Senior Notes due September 2019. These purchases and payments were partially offset by $273 million in proceeds from
the issuance of commercial paper notes, net and $102 million in proceeds from the issuance of common stock under employee common stock award plans.
Key factors that could affect our cash flows include changes in our revenue mix and profitability, our ability to effectively manage our working capital, in
particular, accounts receivable, accounts payable and inventories, the timing and amount of stock repurchases and payment of cash dividends, the impact of
foreign exchange rate changes, our ability to effectively integrate acquired products, businesses and technologies, and the timing of repayments of our debt.
Based on past performance and our current business outlook, we believe that our sources of liquidity, including cash generated from operations, and our
ability to access capital markets and committed credit lines will satisfy our working capital needs, capital expenditures, investment requirements, stock
repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on our debt and other liquidity requirements associated
with operations and meet our cash requirements for at least the next 12 months. However, in the event our liquidity is insufficient, we may be required to
curtail spending and implement additional cost saving measures and restructuring actions or enter into new financing arrangements. We cannot be certain
that we will continue to generate cash flows at or above current levels or that we will be able to obtain additional financing, if necessary, on satisfactory
terms, if at all. For further discussion of factors that could affect our cash flows and liquidity requirements, including the impact of the COVID-19 pandemic,
see Item 1A. Risk Factors.
Liquidity
Our principal sources of liquidity as of April 30, 2021 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from
operations, and our commercial paper program and related credit facility.
Cash, cash equivalents and short-term investments consisted of the following (in millions):
Cash and cash equivalents
Short-term investments
Total
April 30,
2021
April 24,
2020
$
$
4,529 $
67
4,596 $
2,658
224
2,882
As of April 30, 2021 and April 24, 2020, $2.5 billion of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and
were generally based in U.S. dollar-denominated holdings, while $2.1 billion and $0.4 billion, respectively, were available in the U.S. The Tax Cuts and Jobs
Act (TCJA) enacted into law in December 2017 imposed a one-time transition tax on substantially all accumulated foreign earnings through December 31,
2017, and generally allows companies to make distributions of foreign earnings without incurring additional federal taxes. As a part of the recognition of the
impacts of the TCJA, we reviewed our projected global cash requirements and determined that certain historical and future foreign earnings were no longer
indefinitely reinvested.
48
Our principal liquidity requirements are primarily to meet our working capital needs, support ongoing business activities, fund research and development,
meet capital expenditure needs, invest in critical or complementary technologies through asset purchases and/or business acquisitions, service interest and
principal payments on our debt, fund our stock repurchase program, and pay dividends, as and if declared.
The principal objectives of our investment policy are the preservation of principal and maintenance of liquidity. We attempt to mitigate default risk by
investing in high-quality investment grade securities, limiting the time to maturity and monitoring the counter-parties and underlying obligors closely. We
believe our cash equivalents and short-term investments are liquid and accessible. We are not aware of any significant deterioration in the fair value of our
cash equivalents or investments from the values reported as of April 30, 2021.
Our investment portfolio has been and will continue to be exposed to market risk due to trends in the credit and capital markets. We continue to closely
monitor current economic and market events to minimize the market risk of our investment portfolio. We routinely monitor our financial exposure to both
sovereign and non-sovereign borrowers and counterparties. We utilize a variety of planning and financing strategies in an effort to ensure our worldwide cash
is available when and where it is needed. We also have an automatic shelf registration statement on file with the Securities and Exchange Commission
(SEC). We may in the future offer an additional unspecified amount of debt, equity and other securities.
Senior Notes
The following table summarizes the principal amount of our Senior Notes as of April 30, 2021 (in millions):
3.25% Senior Notes Due December 2022
3.30% Senior Notes Due September 2024
1.875% Senior Notes Due June 2025
2.375% Senior Notes Due June 2027
2.70% Senior Notes Due June 2030
Total
$
$
250
400
750
550
700
2,650
Interest on the Senior Notes is payable semi-annually. For further information on the underlying terms, see Note 9 – Financing Arrangements of the
Notes to Consolidated Financial Statements.
Commercial Paper Program and Credit Facility
We have a commercial paper program (the Program), under which we may issue unsecured commercial paper notes. Amounts available under the
Program may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the program at any time not
to exceed $1.0 billion. The maturities of the notes can vary, but may not exceed 397 days from the date of issue. The notes are sold under customary terms in
the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market
conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes. No commercial paper notes
were outstanding as of April 30, 2021.
In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was
amended on January 22, 2021, provides for a $1.0 billion revolving unsecured credit facility, with a sublimit of $50 million available for the issuance of
letters of credit on our behalf. The credit facility matures on January 22, 2026, with an option for us to extend the maturity date for two additional 1-year
periods, subject to certain conditions. The proceeds of the loans may be used by us for general corporate purposes and as liquidity support for our existing
commercial paper program. As of April 30, 2021, we were compliant with all associated covenants in the agreement. No amounts were drawn against this
credit facility during any of the periods presented.
Capital Expenditure Requirements
We expect to fund our capital expenditures, including our commitments related to facilities, equipment, operating leases and internal-use software
development projects over the next few years through existing cash, cash equivalents, investments and cash generated from operations. The timing and
amount of our capital requirements cannot be precisely determined and will depend on a number of factors, including future demand for products, changes in
the network storage industry, hiring plans and our decisions related to the financing of our facilities and equipment requirements. We anticipate capital
expenditures for fiscal 2022 to be between $225 million and $250 million.
49
Dividends and Stock Repurchase Program
On May 28, 2021, we declared a cash dividend of $0.50 per share of common stock, payable on July 28, 2021 to holders of record as of the close of
business on July 9, 2021.
As of April 30, 2021, our Board of Directors had authorized the repurchase of up to $13.6 billion of our common stock under our stock repurchase
program, and on May 28, 2021 authorized the repurchase of an additional $500 million of our common stock. Under this program, we may purchase shares
of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated
share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase
program may be suspended or discontinued at any time. Since the May 13, 2003 inception of this program through April 30, 2021, we repurchased a total of
340 million shares of our common stock at an average price of $39.02 per share, for an aggregate purchase price of $13.3 billion. As of April 30, 2021, the
remaining authorized amount for stock repurchases under this program was $0.3 billion.
Purchase Commitments
In the ordinary course of business, we make commitments to third-party contract manufacturers and component suppliers to manage manufacturer lead
times and meet product forecasts, and to other parties, to purchase various key components used in the manufacture of our products. In addition, we have
open purchase orders and contractual obligations associated with our ordinary course of business for which we have not yet received goods or services.
These off-balance sheet purchase commitments totaled $800 million at April 30, 2021, of which $584 million is due in fiscal 2022, with the remainder due
thereafter.
Financing Guarantees
While most of our arrangements for sales include short-term payment terms, from time to time we provide long-term financing to creditworthy
customers. We have generally sold receivables financed through these arrangements on a non-recourse basis to third party financing institutions within 10
days of the contracts’ dates of execution, and we classify the proceeds from these sales as cash flows from operating activities in our consolidated statements
of cash flows. We account for the sales of these receivables as “true sales” as defined in the accounting standards on transfers of financial assets, as we are
considered to have surrendered control of these financing receivables. We sold $102 million and $59 million of receivables during fiscal 2021 and 2020,
respectively.
In addition, we enter into arrangements with leasing companies for the sale of our hardware systems products. These leasing companies, in turn, lease our
products to end-users. The leasing companies generally have no recourse to us in the event of default by the end-user.
Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions. Under the terms of
recourse leases, which are generally three years or less, we remain liable for the aggregate unpaid remaining lease payments to the third-party leasing
companies in the event of end-user customer default. These arrangements are generally collateralized by a security interest in the underlying assets. As of
April 30, 2021 and April 24, 2020, the aggregate amount by which such contingencies exceeded the associated liabilities was not significant. To date, we
have not experienced significant losses under our lease financing programs or other financing arrangements.
We have entered into service contracts with certain of our end-user customers that are supported by third-party financing arrangements. If a service
contract is terminated as a result of our non-performance under the contract or our failure to comply with the terms of the financing arrangement, we could,
under certain circumstances, be required to acquire certain assets related to the service contract or to pay the aggregate unpaid payments under such
arrangements. As of April 30, 2021, we have not been required to make any payments under these arrangements, and we believe the likelihood of having to
acquire a material amount of assets or make payments under these arrangements is remote. The portion of the financial arrangement that represents unearned
services revenue is included in deferred revenue and financed unearned services revenue in our consolidated balance sheets.
Legal Contingencies
We are subject to various legal proceedings and claims which arise in the normal course of business. See further details on such matters in Note 18 –
Commitments and Contingencies of the Notes to Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk related to fluctuations in interest rates and foreign currency exchange rates. We use certain derivative financial instruments
to manage foreign currency exchange risks. We do not use derivative financial instruments for speculative or trading purposes. All financial instruments are
used in accordance with management-approved policies.
50
Interest Rate Risk
Fixed Income Investments — As of April 30, 2021, we had fixed income debt investments of $67 million. Our investment portfolio primarily consists of
investments with original maturities greater than three months at the date of purchase, which are classified as available-for-sale investments. These
investments, which consist primarily of corporate bonds, U.S. Treasury and government debt securities, and certificates of deposit, are subject to interest rate
and interest income risk and will decrease in value if market interest rates increase. Conversely, declines in interest rates, including the impact from lower
credit spreads, could have a material adverse impact on interest income for our investment portfolio. A hypothetical 100 basis point increase in market
interest rates from levels as of April 30, 2021 would have resulted in a decrease in the fair value of our fixed-income securities of less than $1 million.
Volatility in market interest rates over time will cause variability in our interest income. We do not use derivative financial instruments in our investment
portfolio.
Our investment policy is to limit credit exposure through diversification and investment in highly rated securities. We further mitigate concentrations of
credit risk in our investments by limiting our investments in the debt securities of a single issuer and by diversifying risk across geographies and type of
issuer. We actively review, along with our investment advisors, current investment ratings, company-specific events and general economic conditions in
managing our investments and in determining whether there is a significant decline in fair value that is other-than-temporary. We monitor and evaluate our
investment portfolio on a quarterly basis for any other-than-temporary impairments.
Debt — As of April 30, 2021 we have outstanding $2.7 billion aggregate principal amount of Senior Notes. We carry these instruments at face value less
unamortized discount and issuance costs on our consolidated balance sheets. Since these instruments bear interest at fixed rates, we have no financial
statement risk associated with changes in interest rates. However, the fair value of these instruments fluctuates when interest rates change. See Note 9 –
Financing Arrangements of the Notes to Consolidated Financial Statements for more information.
Credit Facility — We are exposed to the impact of changes in interest rates in connection with our $1.0 billion five-year revolving credit facility.
Borrowings under the facility accrue interest at rates that vary based on certain market rates and our credit rating on our Senior Notes. Consequently, our
interest expense would fluctuate with any changes in these market interest rates or in our credit rating if we were to borrow any amounts under the credit
facility. As of April 30, 2021, no amounts were outstanding under the credit facility.
Foreign Currency Exchange Rate Risk
We hedge risks associated with certain foreign currency transactions to minimize the impact of changes in foreign currency exchange rates on earnings.
We utilize foreign currency exchange forward and option contracts to hedge against the short-term impact of foreign currency fluctuations on certain foreign
currency denominated monetary assets and liabilities. We also use foreign currency exchange forward contracts to hedge foreign currency exposures related
to forecasted sales transactions denominated in certain foreign currencies. These derivatives are designated and qualify as cash flow hedges under accounting
guidance for derivatives and hedging.
We do not enter into foreign currency exchange contracts for speculative or trading purposes. In entering into foreign currency exchange forward and
option contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of the contracts. We attempt to
limit our exposure to credit risk by executing foreign currency exchange contracts with creditworthy multinational commercial banks. All contracts have a
maturity of less than 12 months. See Note 12 – Derivatives and Hedging Activities of the Notes to Consolidated Financial Statements for more information
regarding our derivatives and hedging activities.
51
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets as of April 30, 2021 and April 24, 2020
Consolidated Statements of Income for the years ended April 30, 2021, April 24, 2020 and April 26, 2019
Consolidated Statements of Comprehensive Income for the years ended April 30, 2021, April 24, 2020 and April 26, 2019
Consolidated Statements of Cash Flows for the years ended April 30, 2021, April 24, 2020 and April 26, 2019
Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2021, April 24, 2020 and April 26, 2019
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
53
54
55
56
57
58
87
52
NETAPP, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
ASSETS
April 30,
2021
April 24,
2020
$
$
$
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable
Inventories
Other current assets
Total current assets
Property and equipment, net
Goodwill
Other intangible assets, net
Other non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Commercial paper notes
Short-term deferred revenue and financed unearned services revenue
Total current liabilities
Long-term debt
Other long-term liabilities
Long-term deferred revenue and financed unearned services revenue
Total liabilities
Commitments and contingencies (Note 18)
Stockholders' equity:
Preferred stock, $0.001 par value, 5 shares authorized; no shares issued
or outstanding as of April 30, 2021 or April 24, 2020
Common stock and additional paid-in capital, $0.001 par value, 885 shares
authorized; 222 and 219 shares issued and outstanding as of April 30, 2021
and April 24, 2020, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
$
See accompanying notes to consolidated financial statements.
53
4,529 $
67
945
114
346
6,001
525
2,039
101
694
9,360 $
420 $
970
—
2,062
3,452
2,632
650
1,941
8,675
2,658
224
973
145
274
4,274
727
1,778
44
699
7,522
426
774
522
1,894
3,616
1,146
714
1,804
7,280
—
—
504
211
(30)
685
9,360 $
284
—
(42)
242
7,522
NETAPP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
Revenues:
Product
Software support
Hardware support and other services
Net revenues
Cost of revenues:
Cost of product
Cost of software support
Cost of hardware support and other services
Total cost of revenues
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Restructuring charges
Acquisition-related expense
Gain on sale or derecognition of assets
Total operating expenses
Income from operations
Other (expense) income, net
Income before income taxes
Provision for income taxes
Net income
Net income per share:
Basic
Diluted
Shares used in net income per share calculations:
Basic
Diluted
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
$
$
2,991 $
1,281
1,472
5,744
1,432
95
402
1,929
3,815
1,744
881
257
42
16
(156)
2,784
1,031
(69)
962
232
730 $
3.29 $
3.23 $
222
226
2,995 $
1,034
1,383
5,412
1,368
48
373
1,789
3,623
1,585
847
263
21
—
(38)
2,678
945
(1)
944
125
819 $
3.56 $
3.52 $
230
233
3,755
946
1,445
6,146
1,752
35
414
2,201
3,945
1,657
827
278
35
—
(73)
2,724
1,221
47
1,268
99
1,169
4.60
4.51
254
259
See accompanying notes to consolidated financial statements.
54
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NETAPP, INC.
(In millions)
Net income
Other comprehensive income:
Foreign currency translation adjustments
Defined benefit obligations:
Defined benefit obligation adjustments
Reclassification adjustments related to defined
benefit obligations
Income tax effect
Unrealized gains on available-for-sale securities:
Unrealized holding gains arising during the period
Reclassification adjustments for gains included in
net income
Unrealized gains (losses) on cash flow hedges:
Unrealized holding (losses) gains arising during the period
Reclassification adjustments for losses (gains) included in
net income
Other comprehensive income
Comprehensive income
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
730 $
819 $
1,169
15
(3)
—
—
—
—
(11)
11
12
742 $
(8)
3
(2)
1
22
(14)
5
(7)
(2)
(2)
1
36
—
2
(6)
1
820 $
(1)
27
1,196
$
See accompanying notes to consolidated financial statements.
55
NETAPP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
730 $
819 $
1,169
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
Non-cash operating lease cost
Stock-based compensation
Deferred income taxes
Gain on sale or derecognition of assets
Other items, net
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable
Inventories
Other operating assets
Accounts payable
Accrued expenses
Deferred revenue and financed unearned services revenue
Long-term taxes payable
Other operating liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of investments
Maturities, sales and collections of investments
Purchases of property and equipment
Proceeds from sale of properties
Acquisitions of businesses, net of cash acquired
Other investing activities, net
Net cash provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock award plans
Payments for taxes related to net share settlement of stock awards
Repurchase of common stock
(Repayments of) proceeds from commercial paper notes, original maturities of three
months or less, net
Issuances of debt, net of issuance costs
Repayments and extinguishment of debt
Dividends paid
Other financing activities, net
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash:
207
52
197
(6)
(156)
24
62
31
(60)
(11)
134
193
(57)
(7)
1,333
(5)
165
(162)
371
(350)
2
21
98
(42)
(125)
(420)
2,057
(689)
(427)
(8)
444
71
1,869
193
51
153
(17)
(38)
1
238
(14)
84
(117)
(177)
54
(163)
(7)
1,060
(13)
1,383
(124)
96
(73)
—
1,269
102
(79)
(1,411)
172
111
(410)
(439)
(6)
(1,960)
(34)
335
197
—
158
(3)
(73)
2
(185)
(9)
(73)
(57)
42
343
(164)
(6)
1,341
(41)
917
(173)
—
(3)
4
704
121
(96)
(2,111)
(136)
—
—
(403)
(6)
(2,631)
(30)
(616)
2,947
2,331
Beginning of period
End of period
$
2,666
4,535 $
2,331
2,666 $
See accompanying notes to consolidated financial statements.
56
NETAPP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)
Common Stock and
Additional Paid-in Capital
Shares
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Balances, April 27, 2018
Cumulative-effect of adoption of ASU 2016-16
Net income
Other comprehensive income
Issuance of common stock under employee
stock award plans, net of taxes
Repurchase of common stock
Stock-based compensation
Cash dividends declared ($1.60 per
common share)
Balances, April 26, 2019
Cumulative-effect of adoption of ASC 842
Net income
Other comprehensive income
Issuance of common stock under employee
stock award plans, net of taxes
Repurchase of common stock
Stock-based compensation
Cash dividends declared ($1.92 per
common share)
Balances, April 24, 2020
Net income
Other comprehensive income
Issuance of common stock under employee
stock award plans, net of taxes
Repurchase of common stock
Stock-based compensation
Cash dividends declared ($1.92 per
common share)
Balances, April 30, 2021
263 $
—
—
—
6
(29)
—
—
240
—
—
—
4
(25)
—
—
219
—
—
5
(2)
—
—
222 $
2,355 $
—
—
—
25
(1,002)
158
(403)
1,133
—
—
—
23
(625)
153
(400)
284
—
—
56
(3)
197
(30)
504 $
(9) $
(51)
1,169
—
—
(1,109)
—
—
—
6
819
—
—
(786)
—
(39)
—
730
—
—
(122)
—
(397)
211 $
(70) $
—
—
27
—
—
—
—
(43)
—
—
1
—
—
—
—
(42)
—
12
—
—
—
—
(30) $
2,276
(51)
1,169
27
25
(2,111)
158
(403)
1,090
6
819
1
23
(1,411)
153
(439)
242
730
12
56
(125)
197
(427)
685
See accompanying notes to consolidated financial statements.
57
NETAPP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Significant Accounting Policies
Description of Business — NetApp, Inc. (we, us, or the Company) is a global cloud-led, data-centric software company that provides organizations the
ability to manage and share their data across on-premises, private and public clouds. We provide a full range of enterprise-class software, systems and
services solutions that customers use to modernize their infrastructures, build next generation data centers and harness the power of hybrid clouds.
Fiscal Year — Our fiscal year is reported on a 52- or 53-week year ending on the last Friday in April. An additional week is included in the first fiscal
quarter approximately every six years to realign fiscal months with calendar months. Fiscal year 2021, ending on April 30, 2021 is a 53-week year, with 14
weeks included in its first quarter and 13 weeks in each subsequent quarter. Fiscal year 2020, which ended on April 24, 2020, and fiscal year 2019, which
ended on April 26, 2019 were both 52-week years. Unless otherwise stated, references to particular years, quarters, months and periods refer to the
Company’s fiscal years ended on the last Friday of April and the associated quarters, months and periods of those fiscal years.
Principles of Consolidation — The consolidated financial statements include the Company and its subsidiaries. Intercompany accounts and transactions
are eliminated in consolidation.
Accounting Changes
In June 2016, the FASB issued an accounting standards update on the measurement of credit losses on financial instruments. The standard introduces a
new model for measuring and recognizing credit losses on financial instruments, requiring financial assets measured at amortized cost basis to be presented
at the net amount expected to be collected. It also requires that credit losses be recorded through an allowance for credit losses. On April 25, 2020, we
adopted the standard with no material impact to our consolidated financial statements.
Use of Estimates — The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Such estimates include, but are not limited to, revenue recognition, reserves and allowances; inventory valuation; valuation of goodwill and intangibles;
restructuring reserves; employee benefit accruals; stock-based compensation; loss contingencies; investment impairments; income taxes and fair value
measurements. Actual results could differ materially from those estimates, including impacts from the COVID-19 pandemic, the anticipated effects of which
have been incorporated, as applicable, into management’s estimates as of and for the year ended April 30, 2021.
Cash Equivalents — We consider all highly liquid debt investments with original maturities of three months or less at the time of purchase to be cash
equivalents.
Available-for-Sale Investments — We classify our investments in debt securities as available-for-sale investments. Debt securities primarily consist of
corporate bonds, U.S. Treasury and government debt securities and certificates of deposit. These investments are primarily held in the custody of a major
financial institution. A specific identification method is used to determine the cost basis of debt securities sold. These investments are recorded in the
consolidated balance sheets at fair value.
Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) (AOCI). Upon realization,
those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of
operations. Realized gains and losses are calculated based on the specific identification method.
We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations.
Other-than-Temporary Impairments on Investments — All of our available-for-sale investments are subject to periodic impairment review. When the fair
value of a debt security is less than its amortized cost, it is deemed impaired, and we assess whether the impairment is other-than-temporary. An impairment
is considered other-than-temporary if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before
recovery of the entire amortized cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security. If impairment is considered
other-than-temporary based on condition (i) or (ii) described above, the entire difference between the amortized cost and the fair value of the debt security is
recognized in the results of operations. If an impairment is considered other-than-temporary based on condition (iii) described above, the amount
representing credit losses (defined as the difference between the present value of the cash flows expected to be collected
58
and the amortized cost basis of the debt security) is recognized in earnings, and the amount relating to all other factors is recognized in other comprehensive
income (OCI).
Inventories — Inventories are stated at the lower of cost or net realizable value, which approximates actual cost on a first-in, first-out basis. We write
down excess and obsolete inventory based on the difference between the cost of inventory and the estimated net realizable value. Net realizable value is
estimated using management’s best estimate of forecasts for future demand and expectations regarding market conditions. At the point of a loss recognition,
a new, lower cost basis for that inventory is established, and subsequent changes in facts or circumstances do not result in the restoration or increase in that
newly established basis. In addition, we record a liability for firm, non-cancelable and unconditional purchase commitments with contract manufacturers and
suppliers for quantities in excess of our future demand forecasts consistent with our valuation of excess and obsolete inventory.
Property and Equipment — Property and equipment are recorded at cost.
Depreciation and amortization is computed using the straight-line method, generally over the following periods:
Buildings and improvements
Furniture and fixtures
Computer, production, engineering and other equipment
Computer software
Leasehold improvements
Depreciation Life
10 to 40 years
5 years
2 to 3 years
3 to 5 years
Shorter of remaining lease term or useful life
Construction in progress will be depreciated over the estimated useful lives of the respective assets when they are ready for use. We capitalize interest on
significant facility assets under construction and on significant software development projects.
Software Development Costs — The costs for the development of new software products and substantial enhancements to existing software products are
expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the
accounting guidance for software. Because our current process for developing software is essentially completed concurrently with the establishment of
technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.
Internal-Use Software Development Costs — We capitalize qualifying costs, which are incurred during the application development stage, for computer
software developed or obtained for internal-use and amortize them over the software’s estimated useful life.
Business Combinations — We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the
acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities
assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and
liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period,
which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to
goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final
determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated
statements of income.
Goodwill and Purchased Intangible Assets — Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible
and intangible assets acquired. Purchased intangible assets with finite lives are generally amortized on a straight-line basis over their economic lives of three
to five years for developed technology, two to five years for customer contracts/relationships, two to three years for covenants not to compete and two to five
years for trademarks and trade names as we believe this method most closely reflects the pattern in which the economic benefits of the assets will be
consumed. In-process research and development is accounted for as an indefinite lived intangible asset and is assessed for potential impairment annually
until development is complete or when events or circumstances indicate that their carrying amounts might be impaired. Upon completion of development, in-
process research and development is accounted for as a finite-lived intangible asset.
The carrying value of goodwill is tested for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if we believe
indicators of impairment exist. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring
actions, lower projections of profitability, or a sustained decline in our market capitalization. For the purpose of impairment testing, we have a single
reporting unit. The performance of the quantitative impairment test requires comparing the fair value of our reporting unit to its carrying amount, including
goodwill. The fair value of our reporting unit is based on our entity level market capitalization, as determined through quoted market prices. An impairment
exists if the fair value of our reporting unit is lower than its carrying amount. The impairment loss is measured based on the amount by which the
59
carrying amount of our reporting unit exceeds its fair value, with the recognized loss not to exceed the total amount of goodwill. The fair value of our
reporting unit has substantially exceeded its carrying amount in all periods presented.
Impairment of Long-Lived Assets — We review the carrying values of long-lived assets whenever events and circumstances, such as reductions in
demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic
trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this
review indicates that there is an impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices
and/or (ii) expected future cash flows utilizing a discount rate. Our estimates regarding future anticipated cash flows, the remaining economic life of the
products and technologies, or both, may differ from those used to assess the recoverability of assets. In that event, impairment charges or shortened useful
lives of certain long-lived assets may be required, resulting in charges to our consolidated statements of income when such determinations are made.
Derivative Instruments — Our derivative instruments, which are carried at fair value in our consolidated balance sheets, consist of foreign currency
exchange contracts as described below:
Balance Sheet Hedges — We utilize foreign currency exchange forward and option contracts to hedge against the short-term impact of foreign
currency exchange rate fluctuations related to certain foreign currency denominated monetary assets and liabilities, primarily intercompany
receivables and payables. These derivative instruments are not designated as hedging instruments and do not subject us to material balance sheet
risk due to exchange rate movements because the gains and losses on these contracts are intended to offset the gains and losses in the underlying
foreign currency denominated monetary assets and liabilities being hedged, and the net amount is included in earnings.
Cash Flow Hedges — We utilize foreign currency exchange forward contracts to hedge foreign currency exchange exposures related to forecasted
sales transactions denominated in certain foreign currencies. These derivative instruments are designated and qualify as cash flow hedges and, in
general, closely match the underlying forecasted transactions in duration. The effective portion of the contracts’ gains and losses resulting from
changes in fair value is recorded in AOCI until the forecasted transaction is recognized in the consolidated statements of income. When the
forecasted transactions occur, we reclassify the related gains or losses on the cash flow hedges into net revenues. If the underlying forecasted
transactions do not occur, or it becomes probable that they will not occur within the defined hedge period, the gains or losses on the related cash
flow hedges are reclassified from AOCI and recognized immediately in earnings. We measure the effectiveness of hedges of forecasted transactions
on a monthly basis by comparing the fair values of the designated foreign currency exchange forward purchase contracts with the fair values of the
forecasted transactions.
Factors that could have an impact on the effectiveness of our hedging programs include the accuracy of forecasts and the volatility of foreign currency
markets. These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. Currently, we do not enter into any foreign
currency exchange forward contracts to hedge exposures related to firm commitments. Cash flows from our derivative programs are included under
operating activities in the consolidated statements of cash flows.
Revenue Recognition — We recognize revenue by applying the following five step approach.
•
•
•
•
•
Identification of the contract, or contracts, with a customer — A contract with a customer is within the scope of ASC 606 when it meets all the
following criteria:
It is enforceable
It defines each party’s rights
It identifies the payment terms
It has commercial substance, and
-
-
-
-
- We determine that collection of substantially all consideration for goods or services that will be transferred is probable based on the
customer’s intent and ability to pay
Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the
goods or services (or a bundle of goods and services) that will be transferred to the customer that are distinct.
Determination of the transaction price — The transaction price is determined based on the consideration to which we will be entitled in
exchange for transferring goods or services to the customer.
Allocation of the transaction price to the performance obligations in the contract — Contracts that contain multiple performance obligations
require an allocation of the transaction price to each performance obligation.
Recognition of revenue when, or as, we satisfy a performance obligation — We satisfy performance obligations either over time or at a point in
time.
60
Customarily we have a purchase order from or executed contract with our customers that establishes the goods and services to be transferred and the
consideration to be received.
We combine two or more contracts entered into at or near the same time with the same customer as a single contract if the contracts are negotiated as one
package with a single commercial objective, if the amount of consideration to be paid on one contract depends on the price or performance of the other
contract or if the goods and services promised in each of the contracts are a single performance obligation.
Our contracts with customers may include hardware systems, software licenses, software support, hardware support and other services. Software support
contracts entitle our customers to receive unspecified upgrades and enhancements on a when-and-if-available basis, and patch releases. Hardware support
services include contracts for extended warranty and technical support with minimum response times. Other services include professional services and
customer education and training services.
We identify performance obligations in our contracts to be those goods and services that are distinct. A good or service is distinct where the customer can
benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and is distinct in
the context of the contract, where the transfer of the good or service is separately identifiable from other promises in the contract.
If a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are distinct. If they are
not, we combine the goods and services until we have a distinct performance obligation. A configured storage system inclusive of the operating system (OS)
software essential to its functionality is considered a single performance obligation, while optional add-on software is a separate performance obligation. In
general, hardware support, software support, and different types of professional services are each separate performance obligations.
In certain instances, we enter into enterprise license agreements (ELAs) with our customers which transfer to them the right to deploy an unlimited or
capped number of OS or optional add-on software licenses and obligate us to provide software support through the ELA term. In general, we treat the
software license component and software support component of ELAs as separate performance obligations.
We determine the transaction price of our contracts with customers based on the consideration to which we will be entitled in exchange for transferring
goods or services. Consideration promised may include fixed amounts, variable amounts or both. We sell professional services either on a time and materials
basis or under fixed price projects.
We evaluate variable consideration in arrangements with contract terms such as rights of return, potential penalties and acceptance clauses. We generally
use the expected value method, primarily relying on our history, to estimate variable consideration. However, when we believe it to provide a better estimate,
we use the most likely amount method. In either case, we consider variable consideration only to the extent that it is probable that a significant reversal in the
amount of cumulative revenue recognized will not occur. Reassessments of our variable consideration may occur as historical information changes.
Transaction prices are also adjusted for the effects of time value of money if the timing of payments provides either the customer or us a significant benefit
of financing.
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative
standalone selling price basis. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the
standalone selling price is not observable through past transactions, we estimate the standalone selling price by maximizing the use of observable inputs
including pricing strategy, market data, internally-approved pricing guidelines related to the performance obligations and other observable inputs. We
regularly review standalone selling prices and maintain internal controls over the establishment and updates of these estimates. Variable consideration is also
allocated to the performance obligations. If the terms of variable consideration relate to one performance obligation, it is entirely allocated to that obligation.
Otherwise, it is allocated to all the performance obligations in the contract.
We typically recognize revenue at a point in time upon the transfer of goods to a customer. Products we transfer at a point in time include our configured
hardware systems, OS software licenses, optional add-on software licenses and add-on hardware. Services are typically transferred over time and revenue is
recognized based on an appropriate method for measuring our progress toward completion of the performance obligation. Our stand-ready services,
including both hardware and software support, are transferred ratably over the period of the contract. For other services such as our fixed professional
services contracts, we use an input method to determine the percentage of completion. That is, we estimate the effort to date versus the expected effort
required over the life of the contract.
Deferred Commissions — We capitalize sales commissions that are incremental direct costs of obtaining customer contracts for which revenue is not
immediately recognized and classify them as current or non-current based on the terms of the related contracts. Capitalized commissions are amortized based
on the transfer of goods or services to which they relate, typically over one to three years, and are also periodically reviewed for impairment. Amortization
expense is recorded to sales and marketing expense in our consolidated statements of income.
61
Leases — We determine if an arrangement is or contains a lease at inception, and we classify leases as operating or finance leases at commencement. In
our consolidated balance sheets, operating lease right-of-use (ROU) assets are included in other non-current assets, while finance lease ROU assets are
included in property and equipment, net. Lease liabilities for both types of leases are included in accrued expenses and other long-term liabilities. ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over that term.
Operating and finance lease ROU assets and liabilities are recognized at commencement based on the present value of lease payments over the lease
term. ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives. The lease term is the noncancelable
period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. As the rate implicit in
our leases is typically not readily determinable, in computing the present value of lease payments we generally use our incremental borrowing rate based on
information available at the commencement date. Variable lease payments not dependent on an index or rate are expensed as incurred and not included
within the calculation of ROU assets and lease liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease
term.
We do not separate non-lease components from lease components for any class of leases, and we do not recognize ROU assets and lease liabilities for
leases with a lease term of twelve months or less.
Foreign Currency Translation — For international subsidiaries whose functional currency is the local currency, gains and losses resulting from
translation of these foreign currency financial statements into U.S. dollars are recorded in AOCI. For international subsidiaries where the functional currency
is the U.S. dollar, gains and losses resulting from the process of remeasuring foreign currency financial statements into U.S. dollars are included in other
(expense) income, net.
Benefit Plans — We record actuarial gains and losses associated with defined benefit plans within AOCI and amortize net gains or losses in excess of 10
percent of the greater of the market value of plan assets or the plans' projected benefit obligation on a straight-line basis over the remaining estimated service
life of plan participants. The measurement date for all defined benefit plans is our fiscal year end.
Stock-Based Compensation — We measure and recognize stock-based compensation for all stock-based awards, including employee stock options,
restricted stock units (RSUs), including time-based RSUs and performance-based RSUs (PBRSUs), and rights to purchase shares under our employee stock
purchase plan (ESPP), based on their estimated fair value, and recognize the costs in our financial statements using the single option straight-line approach
over the requisite service period for the entire award.
The fair value of employee time-based RSUs, and PBRSUs that include a performance condition, is equal to the market value of our common stock on
the grant date of the award, less the present value of expected dividends during the vesting period, discounted at a risk-free interest rate. The fair value of
PBRSUs that include a market condition is measured using a Monte Carlo simulation model on the date of grant.
The fair value of time-based RSUs, and PBRSUs that include a market condition, is not remeasured as a result of subsequent stock price fluctuations.
When there is a change in management’s estimate of expected achievement relative to the performance target for PBRSUs that include a performance
condition, such as our achievement against a cumulative Adjusted Operating Income target, the change in estimate results in the recognition of a cumulative
adjustment of stock-based compensation expense.
Our expected term assumption is based primarily on historical exercise and post-vesting forfeiture experience. Our stock price volatility assumption is
based on a combination of our historical and implied volatility. The risk-free interest rates are based upon United States (U.S.) Treasury bills with equivalent
expected terms, and the expected dividends are based on our history and expected dividend payouts.
We account for forfeitures of stock-based awards as they occur.
Income Taxes — Deferred income tax assets and liabilities are provided for temporary differences that will result in tax deductions or income in future
periods, as well as the future benefit of tax credit carryforwards. A valuation allowance reduces tax assets to their estimated realizable value.
We recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation.
The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate
and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating
these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. We
recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes line on the accompanying consolidated statements
of income.
62
Net Income per Share — Basic net income per share is computed by dividing income available to common stockholders by the weighted-average number
of common shares outstanding. Diluted net income per share is computed giving effect to the weighted-average number of dilutive potential shares that were
outstanding during the period using the treasury stock method. Potential dilutive common shares consist primarily of outstanding stock options, shares to be
purchased under our employee stock purchase plan and unvested RSUs.
Treasury Stock — We account for treasury stock under the cost method. Upon the retirement of treasury stock, we allocate the value of treasury shares
between common stock, additional paid-in capital and retained earnings.
2. Recent Accounting Pronouncements
Although there are several new accounting pronouncements issued or proposed by the FASB that we have adopted or will adopt, as applicable, we do not
believe any of these accounting pronouncements had or will have a material impact on our consolidated financial position, operating results or disclosures.
3. Concentration of Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, investments, foreign currency
exchange contracts and accounts receivable. Cash equivalents and short-term investments consist primarily of corporate bonds, U.S. Treasury and
government debt securities and certificates of deposit, all of which are considered high investment grade. Our policy is to limit the amount of credit exposure
through diversification and investment in highly rated securities. We further mitigate concentrations of credit risk in our investments by limiting our
investments in the debt securities of a single issuer and by diversifying risk across geographies and type of issuer. The COVID-19 pandemic has led to an
increase in market volatility and liquidity challenges for certain companies. However, it has not currently resulted in a material increase in the credit risk
associated with our financial instruments.
By entering into foreign currency exchange contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the
terms of their contracts. The counterparties to these contracts are major multinational commercial banks, and we do not expect any losses as a result of
counterparty defaults.
We sell our products primarily to large organizations in different industries and geographies. We do not require collateral or other security to support
accounts receivable. In addition, we maintain an allowance for potential credit losses. To reduce credit risk, we perform ongoing credit evaluations on our
customers’ financial condition. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends
and other information, including the expected impact of macroeconomic disruptions such as the COVID-19 pandemic, and, to date, such losses have been
within management’s expectations. Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers
who are dispersed across many geographic regions.
There are no concentrations of business transacted with a particular market that would severely impact our business in the near term. However, we rely
on a limited number of suppliers for certain key components and a few key contract manufacturers to manufacture most of our products; any disruption,
including as a result of the COVID-19 pandemic, or termination of these arrangements could materially adversely affect our operating results.
4. Business Combinations
Fiscal 2021 Acquisitions
Cloud Jumper Corporation Acquisition
On April 28, 2020, we acquired all the outstanding shares of privately-held Cloud Jumper Corporation (Cloud Jumper), a provider of virtual desktop
infrastructure and remote desktop services solutions based in North Carolina, for $34 million in cash.
The acquisition date fair values of the assets acquired and liabilities assumed are as follows (in millions):
Developed technology
Customer contracts/relationships
Goodwill
Other assets
Total assets acquired
Liabilities assumed
Total purchase price
Spot, Inc. Acquisition
63
$
$
Amount
16
6
12
1
35
(1)
34
On July 9, 2020, we acquired all the outstanding shares of privately-held Spot, Inc. (Spot), a provider of compute management cost optimization services
on the public clouds based in Israel, for $340 million in cash. The acquisition of Spot will allow us to establish an application driven infrastructure for the
continuous optimization of both compute and storage, which we believe will facilitate customers deploying more applications to the cloud.
The acquisition date fair values of the assets acquired and liabilities assumed are as follows (in millions):
Cash
Intangible assets
Goodwill
Other assets
Total assets acquired
Liabilities assumed
Total purchase price
The components of the Spot intangible assets acquired were as follows (in millions, except useful life):
Developed technology
Customer contracts/relationships
Trade name
Total intangible assets
Amount
24
84
249
6
363
(23)
340
Estimated useful life
(years)
5
5
3
$
$
53
28
3
84
Amount
$
$
The acquired assets and assumed liabilities of Spot and Cloud Jumper were recorded at their estimated fair values. We determined the estimated fair
values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize revenue
synergies, leverage and expand the existing Spot and Cloud Jumper sales channels and product development resources, and utilize their existing workforces.
We also anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others,
contributed to a purchase price in excess of the estimated fair value of their identifiable net assets acquired, and as a result, we have recorded goodwill in
connection with both of these acquisitions. The goodwill is not deductible for income tax purposes.
The results of operations related to the acquisition of both Spot and Cloud Jumper have been included in our consolidated statements of income from
their respective acquisition dates. Pro forma results of operations have not been presented because the impact from these acquisitions would not have been
material to our consolidated results of operations for each of the fiscal years ended April 30, 2021 and April 24, 2020.
Fiscal 2020 Acquisitions
Talon Storage Solutions, Inc. Acquisition
On March 6, 2020, we acquired all the outstanding shares of privately-held Talon Storage Solutions, Inc., a provider of next generation software-defined
storage solutions, for $23 million in cash.
The acquisition date fair values of the assets acquired and liabilities assumed are as follows (in millions):
Cash
Developed technology intangible asset
Customer contracts/relationships
Other assets
Goodwill
Total assets acquired
Liabilities assumed
Total purchase price
64
$
$
Amount
2
6
4
4
13
29
(6)
23
Cognigo Research Ltd. Acquisition
On May 23, 2019, we acquired all the outstanding shares of privately-held Cognigo Research Ltd., a provider of data discovery classification software
designed to manage and protect critical data, for $53 million in cash.
The acquisition date fair values of the assets acquired and liabilities assumed are as follows (in millions):
Cash
Developed technology intangible asset
Goodwill
Total assets acquired
Liabilities assumed
Total purchase price
Fiscal 2019 Acquisition
$
$
Amount
2
26
30
58
(5)
53
On September 17, 2018, we acquired all of the outstanding shares of a privately-held software company for $3 million in cash. Substantially all of the
purchase price was recorded to goodwill.
5. Goodwill and Purchased Intangible Assets, Net
Goodwill activity is summarized as follows (in millions):
Balance as of April 26, 2019
Additions
Balance as of April 24, 2020
Additions
Balance as of April 30, 2021
$
$
Amount
1,735
43
1,778
261
2,039
We derecognized goodwill during fiscal 2019 in connection with our contribution of a group of assets to a newly formed joint venture with Lenovo in
exchange for a non-controlling ownership interest in the new entity. Refer to Note 6 – Supplemental Financial Information for additional details.
Purchased intangible assets, net are summarized below (in millions):
Developed technology
Customer contracts/relationships
Other purchased intangibles
Total purchased intangible assets
Gross
Assets
April 30, 2021
Accumulated
Amortization
Net
Assets
Gross
Assets
April 24, 2020
Accumulated
Amortization
Net
Assets
$
$
215 $
38
3
256 $
(147) $
(8)
—
(155) $
68 $
30
3
101 $
192 $
4
—
196 $
(152) $
—
—
(152) $
40
4
—
44
Amortization expense for purchased intangible assets is summarized below (in millions):
Developed technology
Customer contracts/relationships
Total
Year Ended
April 30, 2021
April 24, 2020
April 26, 2019
Statements of
Income
Classifications
$
$
41 $
8
49 $
39 $
—
39 $
36 Cost of revenues
10 Operating expenses
46
As of April 30, 2021, future amortization expense related to purchased intangible assets is as follows (in millions):
65
Fiscal Year
2022
2023
2024
2025
2026
Total
6. Supplemental Financial Information
Cash and cash equivalents (in millions):
$
$
Amount
36
29
17
16
3
101
The following table presents cash and cash equivalents as reported in our consolidated balance sheets, as well as the sum of cash, cash equivalents and
restricted cash as reported on our consolidated statements of cash flows:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash
Inventories (in millions):
Purchased components
Finished goods
Inventories
Property and equipment, net (in millions):
Land
Buildings and improvements
Leasehold improvements
Computer, production, engineering and other equipment
Computer software
Furniture and fixtures
Construction-in-progress
Accumulated depreciation and amortization
Property and equipment, net
April 30,
2021
April 24,
2020
4,529 $
6
4,535 $
April 30,
2021
April 24,
2020
22 $
92
114 $
April 30,
2021
April 24,
2020
46 $
356
83
869
305
93
46
1,798
(1,273)
525 $
2,658
8
2,666
28
117
145
103
597
89
802
359
106
32
2,088
(1,361)
727
$
$
$
$
$
$
In April 2021, we announced the sale of our corporate headquarters located in Sunnyvale, California, consisting primarily of land, buildings and
improvements, for cash proceeds of $365 million. The assets sold had a net book value totaling $210 million. To facilitate an orderly transition to a new
location, we executed short-term lease agreements with the buyer to lease back these properties. The agreed lease payments were below market rates and as a
result we recognized an asset of $7 million for the difference between the fair value of the leases and the agreed lease payments. The cash proceeds, less
direct selling costs, plus the fair value of the below-market leases, resulted in a net gain on the sale of these properties of $156 million.
In September 2017, we entered into an agreement to sell certain land and buildings located in Sunnyvale, California through two separate and
independent closings. The first closing occurred in fiscal 2018. On August 26, 2019, the second closing occurred and we consummated the sale of the land,
with a net book value of $53 million, and received cash proceeds of $96 million, resulting in a gain, net of direct selling costs, of $38 million.
66
Depreciation and amortization expense related to property and equipment, net is summarized below (in millions):
Depreciation and amortization expense
Other non-current assets (in millions):
Deferred tax assets
Operating lease ROU assets
Other assets
Other non-current assets
April 30,
2021
Year Ended
April 24,
2020
April 26,
2019
$
158 $
154 $
150
April 30,
2021
April 24,
2020
$
$
219 $
114
361
694 $
220
137
342
699
During fiscal 2019, we formed a joint venture with Lenovo (Beijing) Information Technology Ltd. (“Lenovo”) in China and, in February 2019,
contributed assets to the newly formed entity, Lenovo NetApp Technology Limited (“LNTL”), in exchange for a non-controlling 49% equity interest. The
group of assets we contributed and derecognized met the definition of a business and included cash, fixed assets, customer relationships and an allocation of
goodwill, with an aggregate book value of $7 million. The fair value of our equity interest in LNTL of $80 million, based on discounted cash flows, resulted
in a non-cash gain of $73 million. We accounted for our ownership interest as an equity method investment and have presented it in other non-current assets
on our consolidated balance sheets. The book value of our investment as of April 30, 2021 and April 24, 2020 was $71 million and $67 million, respectively.
The book value as of April 24, 2020 reflected a $10 million other-than-temporary impairment charge recorded to other (expense) income, net in the fourth
quarter of fiscal 2020 attributable to a decline in growth rate projections for LNTL, in part due to the COVID-19 pandemic.
LNTL is integral to our sales channel strategy in China, acting as a distributor of our offerings to customers headquartered there, and involved in certain
OEM sales to Lenovo. It will also endeavor to localize our products and services, and to develop new joint offerings for the China market by leveraging
NetApp and Lenovo technologies.
Accrued expenses (in millions):
Accrued compensation and benefits
Product warranty liabilities
Operating lease liabilities
Other current liabilities
Accrued expenses
Product warranty liabilities:
April 30,
2021
April 24,
2020
$
$
505 $
21
49
395
970 $
322
26
51
375
774
Equipment and software systems sales include a standard product warranty. Estimated future hardware and software warranty costs are
recorded as a cost of product revenues at the time of product shipment, based on historical and projected warranty claim rates, historical and
projected cost-per-claim and knowledge of specific product failures that are outside our typical experience.
The following tables summarize the activity related to product warranty liabilities and their balances as reported in our consolidated balance
sheets (in millions):
Year Ended
Balance at beginning of period
Expense accrued during the period
Warranty costs incurred
Balance at end of period
67
April 30, 2021
41
$
13
(22)
$
32
April 24, 2020 April 26, 2019
40
40 $
$
22
26
(22)
(25)
40
41 $
$
Accrued expenses
Other long-term liabilities
Total warranty liabilities
April 30,
2021
April 24,
2020
$
$
21
11
32
$
$
26
15
41
Warranty expense accrued during the period includes amounts accrued for systems at the time of shipment, adjustments for changes in
estimated costs for warranties on systems shipped in the period and changes in estimated costs for warranties on systems shipped in prior periods.
Other long-term liabilities (in millions):
Liability for uncertain tax positions
Income taxes payable
Product warranty liabilities
Operating lease liabilities
Other liabilities
Other long-term liabilities
Other (expense) income, net (in millions):
Interest income
Interest expense
Other income, net
Other (expense) income, net
April 30,
2021
April 24,
2020
$
$
127 $
351
11
71
90
650 $
136
399
15
93
71
714
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
9 $
(74)
(4)
(69) $
48 $
(55)
6
(1) $
88
(58)
17
47
Statements of cash flows additional information (in millions):
Supplemental cash flow information related to our operating leases is included in Note 10 – Leases. Non-cash investing and other supplemental cash flow
information are presented below:
Non-cash Investing Activities:
Capital expenditures incurred but not paid
Supplemental Cash Flow Information:
Income taxes paid, net of refunds
Interest paid
7. Revenue
Disaggregation of revenue
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
$
15 $
15 $
338 $
57 $
276 $
50 $
9
205
53
Product revenues include the sale of our hardware and software solutions across our entire product set, including All-Flash FAS, SolidFire, EF-series,
Hybrid FAS, E-series, NetApp HCI, and StorageGrid. In addition to the sale of our products and solutions, we provide a variety of services to our customers,
including software support, hardware support and other services including professional services, and customer education and training. Revenues generated
by our Public Cloud Services (formerly referred to as Cloud Data Services) offerings, are included in software support revenues.
68
The following table depicts the disaggregation of revenue by our products and services (in millions):
Product revenues
Software support revenues
Hardware support and other services revenues
Hardware support contracts
Professional and other services
Net revenues
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
2,991
1,281
1,472
1,195
277
5,744
$
$
2,995
1,034
1,383
1,142
241
5,412
$
$
3,755
946
1,445
1,182
263
6,146
Revenues by geographic region are presented in Note 16 – Segment, Geographic, and Significant Customer Information.
Deferred revenue and financed unearned services revenue:
The following table summarizes the components of our deferred revenue and financed unearned services balance as reported in our consolidated balance
sheets (in millions):
Deferred product revenue
Deferred services revenue
Financed unearned services revenue
Total
Reported as:
Short-term
Long-term
Total
April 30, 2021
April 20, 2020
$
$
$
$
59 $
3,873
71
4,003 $
2,062 $
1,941
4,003 $
75
3,567
56
3,698
1,894
1,804
3,698
Deferred product revenue represents unrecognized revenue related to undelivered product commitments and other product deliveries that have not met all
revenue recognition criteria. Deferred services revenue represents customer payments made in advance for services, which include software and hardware
support contracts and other services. Financed unearned services revenue represents undelivered services for which cash has been received under certain
third-party financing arrangements. See Note 18 – Commitments and Contingencies for additional information related to these arrangements.
The following tables summarize the activity related to deferred revenue and financed unearned services revenue (in millions):
Balance at beginning of period
Additions
Revenue recognized during the period
Balance at end of period
Year Ended
April 30, 2021
April 20, 2020
$
$
3,698 $
3,191
(2,886)
4,003 $
3,668
2,513
(2,483)
3,698
During the years ended April 30, 2021 and April 24, 2020, we recognized $1,894 million and $1,822 million, respectively, that was included in the
deferred revenue and financed unearned services revenue balance at the beginning of the respective periods.
As of April 30, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that
are unsatisfied or partially unsatisfied was $4,003 million, which is equivalent to our deferred revenue and unearned services revenue balance. Because
customer orders are typically placed on an as-needed basis, and cancellable without penalty prior to shipment, orders in backlog may not be a meaningful
indicator of future revenue and have not been included in this amount. We expect to recognize as revenue approximately 52% of our deferred revenue and
financed unearned services revenue balance in the next 12 months, approximately 24% in the next 13 to 24 months, and the remainder thereafter.
69
Deferred commissions
The following tables summarize the activity related to deferred commissions and their balances as reported in our consolidated balance sheets (in
millions):
Balance at beginning of period
Additions
Expense recognized during the period
Balance at end of period
Other current assets
Other non-current assets
Total deferred commissions
Year Ended
April 30, 2021
April 24, 2020
156 $
142
(101)
197 $
April 30, 2021
April 24, 2020
86 $
111
197 $
172
79
(95)
156
67
89
156
$
$
$
$
8. Financial Instruments and Fair Value Measurements
The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby
the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in
active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities;
or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These
assumptions are required to be consistent with market participant assumptions that are reasonably available.
We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing
information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the
prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-
performance risk is considered in measuring the fair values of liabilities and assets, respectively.
Investments
The following is a summary of our investments at their cost or amortized cost for the years ended April 30, 2021 and April 24, 2020 (in millions):
Corporate bonds
U.S. Treasury and government debt securities
Certificates of deposit
Mutual funds
Total debt and equity securities
April 30, 2021
April 24, 2020
$
$
58 $
8
61
40
167 $
155
68
158
33
414
The fair value of our investments approximates their cost or amortized cost for both periods presented.
During fiscal 2020, we sold approximately $1.0 billion of corporate bonds held by foreign subsidiaries and recognized a gain on sale of $14 million,
which is presented in other (expense) income, net on our consolidated statement of income.
70
The following table presents the contractual maturities of our debt investments as of April 30, 2021 (in millions):
Due in one year or less
Due after one year through five years
Due after five years through ten years
Amortized Cost
Fair Value
$
$
102 $
20
5
127 $
102
21
5
128
Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.
Fair Value of Financial Instruments
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in millions):
Cash
Corporate bonds
U.S. Treasury and government debt securities
Certificates of deposit
Total cash, cash equivalents and short-term investments
Other items:
Mutual funds (1)
Mutual funds (2)
Foreign currency exchange contracts assets (1)
Foreign currency exchange contracts liabilities (3)
Cash
Corporate bonds
U.S. Treasury and government debt securities
Certificates of deposit
Total cash, cash equivalents and short-term investments
Other items:
Mutual funds (1)
Mutual funds (2)
Foreign currency exchange contracts assets (1)
Foreign currency exchange contracts liabilities (3)
(1)
(2)
(3)
Reported as other current assets in the consolidated balance sheets
Reported as other non-current assets in the consolidated balance sheets
Reported as accrued expenses in the consolidated balance sheets
$
$
$
$
$
$
$
$
$
$
$
$
71
April 30, 2021
Total
Level 1
Level 2
Fair Value Measurements at Reporting Date Using
4,468
59
8
61
4,596
$
$
$
8
$
32
9
$
(1) $
4,468
—
4
—
4,472
8
32
—
—
$
$
$
$
$
$
—
59
4
61
124
—
—
9
(1)
April 24, 2020
Total
Level 1
Level 2
Fair Value Measurements at Reporting Date Using
2,500
156
68
158
2,882
$
$
$
6
$
27
4
$
(2) $
2,500
—
44
—
2,544
6
27
—
—
$
$
$
$
$
$
—
156
24
158
338
—
—
4
(2)
Our Level 2 debt instruments are held by a custodian who prices some of the investments using standard inputs in various asset price models or obtains
investment prices from third-party pricing providers that incorporate standard inputs in various asset price models. These pricing providers utilize the most
recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like
market transactions involving identical or comparable securities. We review Level 2 inputs and fair value for reasonableness and the values may be further
validated by comparison to multiple independent pricing sources. In addition, we review third-party pricing provider models, key inputs and assumptions and
understand the pricing processes at our third-party providers in determining the overall reasonableness of the fair value of our Level 2 debt instruments. As
of April 30, 2021 and April 24, 2020, we have not made any adjustments to the prices obtained from our third-party pricing providers.
Fair Value of Debt
As of April 30, 2021 and April 24, 2020, the fair value of our long-term debt was approximately $2,736 million and $1,176 million, respectively. The fair
value of our long-term debt was based on observable market prices in a less active market. The fair value of our commercial paper notes approximated their
carrying value. All of our debt obligations are categorized as Level 2 instruments.
9. Financing Arrangements
Long-Term Debt
The following table summarizes information relating to our long-term debt, which we collectively refer to as our Senior Notes (in millions, except
interest rates):
3.375% Senior Notes Due June 2021
3.25% Senior Notes Due December 2022
3.30% Senior Notes Due September 2024
1.875% Senior Notes Due June 2025
2.375% Senior Notes Due June 2027
2.70% Senior Notes Due June 2030
Total principal amount
Unamortized discount and issuance costs
Total senior notes
Senior Notes
Effective Interest Rate
3.54%
3.43%
3.42%
2.03%
2.51%
2.81%
$
$
April 30, 2021
April 24, 2020
— $
250
400
750
550
700
2,650
(18)
2,632 $
500
250
400
—
—
—
1,150
(4)
1,146
In June 2020, we issued $750 million aggregate principal amount of 1.875% Senior Notes due 2025, $550 million aggregate principal amount of 2.375%
Senior Notes due 2027 and $700 million aggregate principal amount of 2.70% Senior Notes due 2030, for which we received total proceeds of
approximately $2.0 billion, net of discount and issuance costs. Interest on these Senior Notes is payable semi-annually in June and December.
Our 3.30% Senior Notes, with a principal amount of $400 million, were issued in September 2017 with interest paid semi-annually in March and
September. Our 3.25% Senior Notes, with a principal amount of $250 million, were issued in December 2012 with interest paid semi-annually in June and
December. .
Our Senior Notes, which are unsecured, unsubordinated obligations, rank equally in right of payment with any existing and future senior unsecured
indebtedness
On July 27, 2020, we extinguished our 3.375% Senior Notes due June 2021 for an aggregate cash redemption price of $513 million, plus accrued and
unpaid interest. As part of the debt extinguishment, we recognized a loss of $14 million during the first quarter of fiscal year 2021, which includes a cash
redemption premium of $13 million and the write-off of unamortized discount and issuance costs totaling $1 million. The loss on extinguishment of debt is
included in other (expense) income, net in our consolidated statement of income for the year ended April 30, 2021.
We may redeem the Senior Notes in whole or in part, at any time at our option at specified redemption prices. In addition, upon the occurrence of certain
change of control triggering events, we may be required to repurchase the Senior Notes under specified terms. The Senior Notes also include covenants that
limit our ability to incur debt secured by liens on assets or on shares of stock or indebtedness of our subsidiaries; to engage in certain sale and lease-back
transactions; and to consolidate, merge or sell all or substantially all of our assets. As of April 30, 2021, we were in compliance with all covenants associated
with the Senior Notes.
72
As of April 30, 2021, our aggregate future principal debt maturities are as follows (in millions):
Fiscal Year
2022
2023
2024
2025
2026
Thereafter
Total
$
$
Amount
—
250
—
400
750
1,250
2,650
Commercial Paper Program and Credit Facility
We have a commercial paper program (the Program), under which we may issue unsecured commercial paper notes. Amounts available under the
Program, as amended in July 2017, may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the
Program at any time not to exceed $1.0 billion. The maturities of the notes can vary, but may not exceed 397 days from the date of issue. The notes are sold
under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at
rates dictated by market conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes.
While no commercial paper notes were outstanding as of April 30, 2021, we had commercial paper notes outstanding with an aggregate principal amount of
$523 million, a weighted-average interest rate of 2.01%, and maturities primarily less than three months as of April 24, 2020. During fiscal year 2021, we
received proceeds of $75 million from the issuance, and made repayments of $176 million for the settlement, of commercial paper notes with original
maturities greater than three months. During fiscal 2020, we received proceeds of $111 million from the issuance, and made repayments of $10 million for
the settlement, of commercial paper notes with original maturities greater than three months.
In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was
amended on January 22, 2021, provides for a $1.0 billion revolving unsecured credit facility, with a sublimit of $50 million available for the issuance of
letters of credit on our behalf. The credit facility matures on January 22, 2026, with an option for us to extend the maturity date for two additional 1-year
periods, subject to certain conditions. The proceeds of the loans may be used by us for general corporate purposes and as liquidity support for our existing
commercial paper program. As of April 30, 2021, we were compliant with all associated covenants in the agreement. No amounts were drawn against this
credit facility during any of the periods presented.
10. Leases
We lease real estate, equipment and automobiles in the U.S. and internationally. Our real estate leases, which are responsible for the majority of our
aggregate ROU asset and liability balances, include leases for office space, data centers and other facilities, and as of April 30, 2021, have remaining lease
terms of up to 15 years. Some of these leases contain options that allow us to extend or terminate the lease agreement. Our equipment leases are primarily for
servers and networking equipment and as of April 30, 2021, have remaining lease terms of up to 4 years. As of April 30, 2021, our automobile leases have
remaining lease terms of up to 5 years. All our leases are classified as operating leases except for certain immaterial equipment finance leases.
In June 2020, we entered into a build-to-suit lease agreement for an office building with future undiscounted payments of approximately $67 million.
Because the Company does not control the underlying asset during the construction period, the Company is not considered the owner of the asset under
construction for accounting purposes. The lease will commence upon completion of the construction of the office building which is expected to be in the
third quarter of fiscal 2022. The initial term of the lease is twenty years with options to renew the lease during the lease term. A ROU asset and related lease
liability will be measured and recognized in our financial statements in the period the lease commences.
In April 2021, we entered into a lease for our new corporate headquarters located in San Jose, California, which is comprised of approximately three
hundred thousand square feet of office space and requires future minimum undiscounted payments of approximately $180 million over the initial 11-year
lease term. The lease agreement also provides us two successive renewal options, each for five years. A ROU asset and related lease liability will be
measured and recognized in our financial statements upon lease commencement in the first quarter of fiscal 2022.
The components of lease cost related to our operating leases were as follows (in millions):
73
Operating lease cost
Variable lease cost
Total lease cost
Year Ended
April 30,
2021
April 24,
2020
$
$
55 $
11
66 $
Variable lease cost is primarily attributable to amounts paid to lessors for common area maintenance and utility charges under our real estate leases.
The supplemental cash flow information related to our operating leases is as follows (in millions):
Cash paid for amounts included in the measurement of operating lease liabilities
Right-of-use assets obtained in exchange for new operating lease obligations
April 30,
2021
Year Ended
57 $
31 $
April 24,
2020
$
$
The supplemental balance sheet information related to our operating leases is as follows (in millions, except lease term and discount rate):
55
16
71
56
41
Other non-current assets
Total operating lease ROU assets
Accrued expenses
Other long-term liabilities
Total operating lease liabilities
Weighted Average Remaining Lease Term
Weighted Average Discount Rate
April 30,
2021
April 24,
2020
$
$
$
$
114
114
$
$
49
71
120
$
$
137
137
51
93
144
3.4 years
3.9 years
2.9%
2.7%
Future minimum operating lease payments as of April 30, 2021, which exclude the undiscounted payments for the aforementioned build-to-suit and
corporate headquarters leases to commence in fiscal 2022, are as follows (in millions):
Fiscal Year
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: Interest
Total
11. Stockholders’ Equity
Equity Incentive Programs
Operating Leases
52
34
21
10
8
4
129
(9)
120
$
$
The 1999 Plan — As most recently amended on September 12, 2019, the 1999 Stock Option Plan (the Plan) comprises five separate equity incentive
programs: (i) the Discretionary Option Grant Program under which options may be granted to eligible individuals at a fixed price per share; (ii) the Stock
Appreciation Rights Program under which eligible persons may be granted stock appreciation rights that allow individuals to receive the appreciation in fair
market value of the shares; (iii) the Stock Issuance Program under which eligible individuals may be issued shares of common stock directly; (iv) the
Performance Share and Performance Unit Program under which eligible persons may be granted performance shares or performance units which result in
payment to the participant only if performance goals or other vesting criteria are achieved and (v) the Automatic Award Program
74
under which nonemployee board members automatically receive equity grants at designated intervals over their period of board service. In August 2019, the
Plan was extended for a 10-year term.
Under the Plan, the Board of Directors may grant to employees, nonemployee directors, consultants and independent advisors options to purchase shares
of our common stock during their period of service. The exercise price for an incentive stock option and a nonstatutory option cannot be less than 100% of
the fair market value of the common stock on the grant date. The Plan prohibits the repricing of any outstanding stock option or stock appreciation right after
it has been granted or to cancel any outstanding stock option or stock appreciation right and immediately replace it with a new stock option or stock
appreciation right with a lower exercise price unless approved by stockholders. RSUs granted under the Plan include time-based RSUs that generally vest
over a four-year period with 25% vesting on each anniversary of the grant date. The Compensation Committee of the Board of Directors (the Compensation
Committee) has the discretion to use different vesting schedules. In addition, performance-based RSUs may be granted under the Plan and are subject to
performance criteria and vesting terms specified by the Compensation Committee.
Under the Plan, the number of shares reserved for issuance is reduced by two shares for every share subject to a full value award, which are specified to
be grants that are in the form of performance shares and/or performance unit awards, stock, restricted stock or restricted stock units. The Plan (i) limits the
number of shares that may be granted pursuant to awards under the Stock Issuance Program to a participant in any calendar year to 1 million, (ii) limits the
initial value of performance units a participant may receive to not more than $5 million and (iii) limits the number of performance shares a participant may
receive in a calendar year to 1 million.
As of April 30, 2021, 18 million shares were available for grant under the Plan.
Stock Options
Less than 1 million stock options were outstanding as of April 30, 2021 and April 24, 2020.
Additional information related to our stock options is summarized below (in millions):
Intrinsic value of exercises
Proceeds received from exercises
Fair value of options vested
Restricted Stock Units
Year Ended
April 30, 2021
April 24, 2020
April 26, 2019
$
$
$
11 $
8 $
5 $
5 $
4 $
1 $
31
25
2
In fiscal 2021, 2020 and 2019, we granted PBRSUs to certain of our executives. Each PBRSU has performance-based vesting criteria (in addition to the
service-based vesting criteria) such that the PBRSU cliff-vests at the end of either an approximate one, two or three year performance period, which began
on the date specified in the grant agreement and typically ends on the last day of the first, second or third fiscal year, respectively, following the grant date.
The number of shares of common stock that will be issued to settle most of these PBRSUs at the end of the applicable performance and service period will
range from 0% to 200% of a target number of shares originally granted. For most of the PBRSUs granted in fiscal 2021 and half of the PBRSUs granted in
fiscal 2020 and 2019, the number of shares issued will depend upon our Total Stockholder Return (TSR) as compared to the TSR of a specified group of
benchmark peer companies (each expressed as a growth rate percentage) calculated as of the end of the performance period. The fair values of these awards
were fixed at grant date using a Monte Carlo simulation model. For the remaining PBRSUs granted in fiscal 2020 and 2019, the number of shares issued will
depend upon our achievement against a cumulative Adjusted Operating Income (AOI) target, as defined in the grant agreements, for the three-year periods
from fiscal 2020 through 2022 and fiscal 2019 through 2021, respectively. The fair values of these AOI PBRSUs were established consistent with our
methodology for valuing time-based RSUs, while compensation cost is being recognized based on the probable outcome of the performance condition. The
aggregate grant date fair value of all PBRSUs granted in fiscal 2021, 2020 and 2019 was $27 million, $18 million and $24 million, respectively, and these
amounts are being recognized to expense over the shorter of the remaining applicable performance or service periods.
As of April 30, 2021, April 24, 2020 and April 26, 2019, there were approximately 1 million PBRSUs outstanding.
The following table summarizes information related to RSUs, including PBRSUs, (in millions, except for fair value):
75
Outstanding as of April 27, 2018
Granted
Vested
Forfeited
Outstanding as of April 26, 2019
Granted
Vested
Forfeited
Outstanding as of April 24, 2020
Granted
Vested
Forfeited
Outstanding as of April 30, 2021
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
9 $
3 $
(3) $
(1) $
8 $
4 $
(4) $
(1) $
7 $
6 $
(3) $
(1) $
9 $
32.91
63.40
32.02
36.61
45.68
51.39
38.87
48.30
51.40
42.46
44.74
51.20
47.75
We primarily use the net share settlement approach upon vesting, where a portion of the shares are withheld as settlement of employee withholding taxes,
which decreases the shares issued to the employee by a corresponding value. The number and value of the shares netted for employee taxes are summarized
in the table below (in millions):
Shares withheld for taxes
Fair value of shares withheld
Employee Stock Purchase Plan
Year Ended
April 30, 2021
April 24, 2020
April 26, 2019
$
1
42 $
1
79 $
1
96
Eligible employees are offered shares through a 24-month offering period, which consists of four consecutive 6-month purchase periods. Employees may
purchase a limited number of shares of the Company’s stock at a discount of up to 15% of the lesser of the market value at the beginning of the offering
period or the end of each 6-month purchase period. On September 12, 2019, the ESPP was amended to increase the shares reserved for issuance by 2 million
shares of common stock. As of April 30, 2021, 5 million shares were available for issuance. The following table summarizes activity related to the purchase
rights issued under the ESPP (in millions):
Shares issued under the ESPP
Proceeds from issuance of shares
Stock-Based Compensation Expense
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
2
90 $
2
98 $
3
96
Stock-based compensation expense is included in the consolidated statements of income as follows (in millions):
Cost of product revenues
Cost of hardware support and other services revenues
Sales and marketing
Research and development
General and administrative
Total stock-based compensation expense
Income tax benefit for stock-based compensation
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
$
4 $
10
92
64
27
197 $
17 $
3 $
10
66
53
21
153 $
15 $
4
10
67
48
29
158
15
As of April 30, 2021, total unrecognized compensation expense related to our equity awards was $333 million, which is expected to be recognized on a
straight-line basis over a weighted-average remaining service period of 2.2 years.
76
Valuation Assumptions
The valuation of RSUs and ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows:
RSUs:
Risk-free interest rate
Expected dividend yield
Weighted-average fair value per share granted
ESPP:
Expected term in years
Risk-free interest rate
Expected volatility
Expected dividend yield
Weighted-average fair value per right granted
Stock Repurchase Program
April 30, 2021
April 24, 2020
April 26, 2019
Year Ended
0.2%
4.4%
1.7%
2.9%
$
42.46
$
51.39
$
1.2
0.2%
47%
4.4%
1.2
2.0%
33%
3.1%
2.6%
2.4%
63.40
1.2
2.6%
31%
2.4%
$
10.08
$
10.15
$
18.07
As of April 30, 2021, our Board of Directors had authorized the repurchase of up to $13.6 billion of our common stock under our stock repurchase
program, and on May 28, 2021 authorized an additional $500 million. Under this program, which we may suspend or discontinue at any time, we may
purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions,
through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. In
March 2020, we suspended our repurchases under the program due to the economic impact of the COVID-19 pandemic. We reinitiated our stock repurchase
program during the third quarter of fiscal year 2021.
The following table summarizes activity related to this program (in millions, except per share amounts):
Number of shares repurchased
Average price per share
Stock repurchases allocated to additional paid-in capital
Stock repurchases allocated to retained earnings
Remaining authorization at end of period
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
$
$
2
67.61 $
3 $
122 $
352 $
25
56.34 $
625 $
786 $
477 $
29
72.87
1,002
1,109
1,889
Since the May 13, 2003 inception of our stock repurchase program through April 30, 2021, we repurchased a total of 340 million shares of our common
stock at an average price of $39.02 per share, for an aggregate purchase price of $13.3 billion.
Preferred Stock
Our Board of Directors has the authority to issue up to 5 million shares of preferred stock and to determine the price, rights, preferences, privileges, and
restrictions, including voting rights, of those shares without any further vote or action by the stockholders. No shares of preferred stock were issued or
outstanding in any period presented.
Dividends
The following is a summary of our fiscal 2021, 2020 and 2019 activities related to dividends on our common stock (in millions, except per share
amounts).
Dividends per share declared
Dividend payments allocated to additional paid-in capital
Dividend payments allocated to retained earnings
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
$
1.92 $
30 $
397 $
1.92 $
400 $
39 $
1.60
403
-
On May 28, 2021, we declared a cash dividend of $0.50 per share of common stock, payable on July 28, 2021 to shareholders of record as of the close of
business on July 9, 2021. The timing and amount of future dividends will depend on market conditions,
77
corporate business and financial considerations and regulatory requirements. All dividends declared have been determined by the Company to be legally
authorized under the laws of the state in which we are incorporated.
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, are summarized below (in millions):
Balance as of April 27, 2018
$
OCI before reclassifications, net of tax
Amounts reclassified from AOCI, net of tax
Total OCI
Balance as of April 26, 2019
OCI before reclassifications, net of tax
Amounts reclassified from AOCI, net of tax
Total OCI
Balance as of April 24, 2020
OCI before reclassifications, net of tax
Amounts reclassified from AOCI, net of tax
Total OCI
Balance as of April 30, 2021
$
The amounts reclassified out of AOCI are as follows (in millions):
Foreign
Currency
Translation
Adjustments
Defined
Benefit
Obligation
Adjustments
Unrealized
Gains
(Losses) on
Available-
for-Sale
Securities
Unrealized
Gains
(Losses) on
Derivative
Instruments
Total
(27) $
(7)
—
(7)
(34)
(8)
—
(8)
(42)
15
—
15
(27) $
— $
(2)
(1)
(3)
(3)
3
(1)
2
(1)
(3)
—
(3)
(4) $
(43) $
36
—
36
(7)
22
(14)
8
1
—
—
—
1 $
— $
2
(1)
1
1
5
(6)
(1)
—
(11)
11
—
— $
(70)
29
(2)
27
(43)
22
(21)
1
(42)
1
11
12
(30)
Recognized gains on defined benefit obligations
Realized gains on available-for-sale securities
Realized losses (gains) on cash flow hedges
Total reclassifications
$
$
— $
—
11
11 $
(2) $
(14)
(6)
(22) $
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
Statements of Income
Classification
Operating expenses
Other (expense) income,
net
Net revenues
(2)
—
(1)
(3)
12. Derivatives and Hedging Activities
We use derivative instruments to manage exposures to foreign currency risk. Our primary objective in holding derivatives is to reduce the volatility of
earnings and cash flows associated with changes in foreign currency exchange rates. The maximum length of time over which forecasted foreign currency
denominated revenues are hedged is 12 months. The program is not designated for trading or speculative purposes. Our derivatives expose us to credit risk to
the extent that the counterparties may be unable to meet the terms of our agreements with them. We seek to mitigate such risk by limiting our counterparties
to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an
ongoing basis. We also have in place master netting arrangements to mitigate the credit risk of our counterparties and to potentially reduce our losses due to
counterparty nonperformance. We present our derivative instruments as net amounts in our consolidated balance sheets. The gross and net fair value amounts
of such instruments were not material as of April 30, 2021 or April 24, 2020. All contracts have a maturity of less than 12 months.
The notional amount of our outstanding U.S. dollar equivalent foreign currency exchange forward contracts consisted of the following (in millions):
Cash Flow Hedges
Forward contracts purchased
Balance Sheet Contracts
Forward contracts sold
Forward contracts purchased
April 30,
2021
April 24,
2020
$
$
$
167 $
497 $
117 $
124
254
108
78
The effect of cash flow hedges recognized in net revenues is presented in the consolidated statements of comprehensive income and Note 11 –
Stockholders’ Equity.
The effect of derivative instruments not designated as hedging instruments recognized in other (expense) income, net on our consolidated statements of
income was as follows (in millions):
Foreign currency exchange contracts
13. Restructuring Charges
Year Ended
April 30, 2021
April 24, 2020
April 26, 2019
$
Gain Recognized into Income
— $
20 $
15
In the second quarter of fiscal year 2021, we committed to a restructuring plan (the August 2020 Plan) to optimize our business and fund our biggest
opportunities. In connection with the plan, we reduced our global workforce by approximately 5%. Charges related to the plan consisted primarily of
employee severance-related costs. Substantially all activities under the plan have been completed.
In the first quarter of fiscal year 2021, we executed a restructuring plan (the May 2020 Plan) to reduce costs and redirect resources to our highest return
activities, which included a reduction in our global workforce by less than 1%. Charges related to the plan consisted primarily of employee severance-related
costs. Substantially all activities under the plan have been completed.
Management has previously approved several restructuring actions, including the May 2019 Plan, April 2019 Plan, May 2018 Plan and November 2016
Plan, under which we reduced our global workforce by approximately 2%, approximately 1%, less than 2%, and 6%, respectively. Charges related to these
restructuring plans consisted primarily of employee severance-related costs. Substantially all activities under the May 2019 Plan were complete as of the end
of fiscal 2020, and substantially all activities under the April 2019 Plan were complete as of the end of fiscal 2020. Substantially all activities under the
November 2016 Plan and the May 2018 Plan were complete as of the end of fiscal 2018 and 2019, respectively.
Activities related to our restructuring plans are summarized as follows (in millions):
Balance as of April 27, 2018
Net charges
Cash payments
Balance as of April 26, 2019
Net charges
Cash payments
Other
Balance as of April 24, 2020
Net charges
Cash payments
Balance as of April 30, 2021
$
$
Total
6
35
(22)
19
21
(35)
(4)
1
42
(42)
1
Upon adoption of the new lease accounting standard in the first quarter of fiscal 2020, the remaining lease-related liabilities associated with the
November 2016 Plan were recognized as a reduction to the lease right-of-use asset recorded at transition.
Liabilities for our restructuring activities are included in accrued expenses in our consolidated balance sheets.
14. Income Taxes
Income before income taxes is as follows (in millions):
Domestic
Foreign
Total
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
433 $
529
962 $
379 $
565
944 $
678
590
1,268
79
The provision for income taxes consists of the following (in millions):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Provision for income taxes
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
82 $
22
134
238
6
2
(14)
(6)
232 $
83 $
9
50
142
(26)
(6)
15
(17)
125 $
26
27
49
102
35
(6)
(32)
(3)
99
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate as follows (in millions):
Tax computed at federal statutory rate
State income taxes, net of federal benefit
Foreign earnings in lower tax jurisdictions
Stock-based compensation
Research and development credits
Global minimum tax on intangible income
Transition tax and related reserves
Tax charge from integration of acquired companies
Resolution of income tax matters (1)
Non-taxable gain on joint venture formation
Domestic production activities deduction
Other
Provision for income taxes
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
202 $
23
(26)
6
(13)
19
1
35
(6)
—
—
(9)
232 $
198 $
10
(40)
(4)
(16)
32
15
—
(61)
—
—
(9)
125 $
266
16
(84)
(19)
(17)
22
(5)
—
(48)
(14)
(13)
(5)
99
(1) During fiscal 2021, we recognized a tax benefit related to the lapse of statutes of limitations for certain issues on our fiscal 2016 and 2017 federal
income tax returns. During fiscal 2020, we recognized a tax benefit related to the lapse of statutes of limitations on our fiscal 2014 and 2015 federal
income tax returns. During fiscal 2019, the Internal Revenue Service completed the examination of our fiscal 2012 to fiscal 2013 federal income tax
returns, and we recognized a tax benefit attributable to the effective settlement and the release of related tax reserves.
The components of our deferred tax assets and liabilities are as follows (in millions):
80
$
Deferred tax assets:
Reserves and accruals
Net operating loss and credit carryforwards
Stock-based compensation
Deferred revenue
Other
Gross deferred tax assets
Valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Prepaids and accruals
Acquired intangibles
Property and equipment
Other
Total deferred tax liabilities
Deferred tax assets, net of valuation allowance and deferred tax liabilities
$
April 30, 2021
April 24, 2020
65 $
115
18
226
20
444
(107)
337
51
28
31
24
134
203 $
72
113
15
242
14
456
(104)
352
49
40
33
20
142
210
The valuation allowance increased by $3 million in fiscal 2021. The increase is mainly attributable to corresponding changes in deferred tax assets,
primarily certain state tax credit carryforwards.
As of April 30, 2021, we have federal net operating loss and tax credit carryforwards of approximately $6 million and $1 million, respectively. In
addition, we have gross state net operating loss and tax credit carryforwards of $23 million and $130 million, respectively. The majority of the state credit
carryforwards are California research credits which are offset by a valuation allowance as we believe it is more likely than not that these credits will not be
utilized. We also have $1 million of foreign net operating losses, and $28 million of foreign tax credit carryforwards where the majority is generated by our
Dutch subsidiary which are fully offset by a valuation allowance. Certain acquired net operating loss and credit carryforwards are subject to an annual
limitation under Internal Revenue Code Section 382, but are expected to be realized with the exception of those which have a valuation allowance. The
federal, state, and foreign net operating loss carryforwards and credits will expire in various years from fiscal 2022 through 2035. The federal NOLs,
California research credit and Dutch foreign tax credit carryforwards do not expire.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
Balance at beginning of period
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Decreases for tax positions of prior years
Settlements
Balance at end of period
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
211 $
7
11
—
(8)
221 $
296 $
5
1
(10)
(81)
211 $
348
11
26
(35)
(54)
296
As of April 30, 2021, we had $221 million of gross unrecognized tax benefits, of which $127 million has been recorded in other long-term liabilities.
Unrecognized tax benefits of $126 million, including penalties, interest and indirect benefits, would affect our provision for income taxes if recognized.
We recognized expense for increases to accrued interest and penalties related to unrecognized tax benefits in the income tax provision of approximately
$1 million in fiscal 2021, a benefit of $8 million in fiscal 2020 and a benefit of $4 million in fiscal 2019. Accrued interest and penalties of $11 million and
$10 million were recorded in the consolidated balance sheets as of April 30, 2021 and April 24, 2020, respectively.
81
The tax years that remain subject to examination for our major tax jurisdictions are shown below:
Fiscal Years Subject to Examination for Major Tax Jurisdictions at April 30, 2021
2016 — 2021
2012 — 2021
2014 — 2021
2015 — 2021
2007 — 2021
2014 — 2021
2017 — 2021
2016 — 2021
2016 — 2021
United States — federal income tax
United States — state and local income tax
Australia
Germany
India
Japan
The Netherlands
United Kingdom
Canada
We are currently undergoing various income tax audits in the U.S. and several foreign tax jurisdictions. Transfer pricing calculations are key topics under
these audits and are often subject to dispute and appeals. We are effectively subject to federal tax examination adjustments for tax years ended on or after
fiscal 2001, in that we have carryforward attributes from these years that could be subject to adjustment in the tax years of utilization.
In September 2010, the Danish Tax Authorities issued a decision concluding that distributions declared in 2005 and 2006 by our Danish subsidiary were
subject to Danish at-source dividend withholding tax. We do not believe that our Danish subsidiary is liable for such withholding tax and filed an appeal with
the Danish Tax Tribunal. In December 2011, the Danish Tax Tribunal issued a ruling in favor of NetApp. The Danish tax examination agency appealed this
decision at the Danish High Court (DHC) in March 2012. In February 2016, the DHC requested a preliminary ruling from the Court of Justice of the
European Union (CJEU). In March 2018, the Advocate General issued an opinion which was largely in favor of NetApp. The CJEU was not bound by the
opinion of the Advocate General and issued its preliminary ruling in February 2019. The CJEU ruling did not preclude the Danish Tax Authorities from
imposing withholding tax on distributions based on the benefits of certain European Union directives. On May 3, 2021, the DHC reached a decision resulting
in NetApp prevailing on the predominate distribution made in 2005. The smaller distribution made in 2006 was ruled in favor of the Danish Tax Authorities.
On May 28, 2021, the Danish Tax Authorities appealed the DHC decision to the Danish Supreme Court. We believe it is more likely than not that our
distributions were not subject to withholding tax and we will continue to support our position in the appeals process with the Danish Supreme Court.
We continue to monitor the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of
limitations in various taxing jurisdictions. We engage in continuous discussion and negotiation with taxing authorities regarding tax matters in multiple
jurisdictions. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude, certain statutes of limitations will
lapse, or both. As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax
benefits in the next twelve months cannot be made at this time.
As of April 30, 2021, we continue to record a deferred tax liability related to state taxes on unremitted earnings of certain foreign entities. We estimate
the unrecognized deferred tax liability related to the earnings we expect to be indefinitely reinvested to be immaterial. We will continue to monitor our plans
to indefinitely reinvest undistributed earnings of foreign subsidiaries and will assess the related unrecognized deferred tax liability considering our ongoing
projected global cash requirements, tax consequences associated with repatriation and any U.S. or foreign government programs designed to influence
remittances.
15. Net Income per Share
The following is a calculation of basic and diluted net income per share (in millions, except per share amounts):
Numerator:
Net income
Denominator:
Shares used in basic computation
Dilutive impact of employee equity award plans
Shares used in diluted computation
Net Income per Share:
Basic
Diluted
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
730 $
819 $
1,169
222
4
226
$
$
3.29 $
3.23 $
230
3
233
3.56 $
3.52 $
254
5
259
4.60
4.51
82
Four million potential shares from outstanding employee equity awards were excluded from the diluted net income per share calculations for each of fiscal 2021 and
2020, while one million potential shares were excluded from the calculations for fiscal 2019, as their inclusion would have been anti-dilutive.
16. Segment, Geographic, and Significant Customer Information
We operate in one industry segment: the design, manufacturing, marketing, and technical support of high-performance storage and data management
solutions. We conduct business globally, and our sales and support activities are managed on a geographic basis. Our management reviews financial
information presented on a consolidated basis, accompanied by disaggregated information it receives from our internal management system about revenues
by geographic region, based on the location from which the customer relationship is managed, for purposes of allocating resources and evaluating financial
performance. We do not allocate costs of revenues, research and development, sales and marketing, or general and administrative expenses to our geographic
regions in this internal management reporting because management does not review operations or operating results, or make planning decisions, below the
consolidated entity level.
Summarized revenues by geographic region based on information from our internal management system and utilized by our Chief Executive Officer,
who is considered our Chief Operating Decision Maker, is as follows (in millions):
United States, Canada and Latin America (Americas)
Europe, Middle East and Africa (EMEA)
Asia Pacific (APAC)
Net revenues
April 30, 2021
Year Ended
April 24, 2020
April 26, 2019
$
$
3,097 $
1,775
872
5,744 $
2,863 $
1,742
807
5,412 $
3,425
1,847
874
6,146
Americas revenues consist of sales to Americas commercial and U.S. public sector markets. Sales to customers inside the U.S. were $2,784 million,
$2,584 million and $3,116 million during fiscal 2021, 2020 and 2019, respectively.
The majority of our assets, excluding cash, cash equivalents, short-term investments and accounts receivable, were attributable to our
domestic operations. The following table presents cash, cash equivalents and short-term investments held in the U.S. and internationally in various foreign
subsidiaries (in millions):
April 30, 2021
April 24, 2020
U.S.
International
Total
With the exception of property and equipment, we do not identify or allocate our long-lived assets by geographic area. The following table presents
2,098 $
2,498
4,596 $
$
$
385
2,497
2,882
property and equipment information for geographic areas based on the physical location of the assets (in millions):
U.S.
International
Total
April 30, 2021
April 24, 2020
$
$
340 $
185
525 $
540
187
727
The following customers, each of which is a distributor, accounted for 10% or more of our net revenues:
Arrow Electronics, Inc.
Tech Data Corporation
The following customers accounted for 10% or more of accounts receivable:
April 30, 2021
April 24, 2020
April 26, 2019
Year Ended
24%
20%
25%
21%
Arrow Electronics, Inc.
Tech Data Corporation
April 30, 2021
April 24, 2020
10%
21%
83
24%
20%
13%
19%
17. Employee Benefits and Deferred Compensation
Employee 401(k) Plan
Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S.
employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit. We match 100% of the first 2% of eligible earnings an
employee contributes to the 401(k) Plan, and then match 50% of the next 4% of eligible earnings an employee contributes. An employee receives the full 4%
match when he/she contributes at least 6% of his/her eligible earnings, up to a maximum calendar year matching contribution of $6,000. Our employer
matching contributions to the 401(k) Plan were as follows (in millions):
401(k) matching contributions
Deferred Compensation Plan
Year Ended
April 30, 2021
April 24, 2020
April 26, 2019
$
29 $
29 $
29
We have a non-qualified deferred compensation plan that allows a group of employees within the U.S. to contribute base salary and commissions or
incentive compensation on a tax deferred basis in excess of the IRS limits imposed on 401(k) plans. The marketable securities related to these investments
are held in a Rabbi Trust. The related deferred compensation plan assets and liabilities under the non-qualified deferred compensation plan were as follows
(in millions):
Deferred compensation plan assets
Deferred compensation liabilities reported as:
Accrued expenses
Other long-term liabilities
Postretirement Health Care Plan
April 30, 2021
April 24, 2020
$
$
$
40 $
8 $
32 $
33
6
27
Certain of our executive officers were eligible to participate in our Executive Retirement Medical Plan (the ERM Plan). Prior to its termination in fiscal
2020, the ERM Plan provided, upon retirement, medical benefits beyond the COBRA maximum benefit period to a defined group of senior executives based
on minimum age, years of service and position. The ERM Plan was unfunded and there was no minimum funding requirement.
In November 2016, we made certain amendments to the ERM Plan, which prior to amendment, provided group health insurance benefits to eligible
retirees. Effective January 1, 2017, the amended ERM Plan provided each eligible retiree with a capped reimbursement of premiums for the period from
January 1, 2017 through December 31, 2019. During the period from December 31, 2019 through December 31, 2021, participants in the ERM Plan are
eligible to receive a lump sum cash payment equal to two years of projected health care costs, or a prorated portion thereof, pursuant to the methodology set
forth in the ERM Plan. Such payments were, or will be, made by us outside the ERM Plan as the ERM Plan was terminated on December 31, 2019.
Other Defined Benefit Plans
We maintain various defined benefit plans to provide termination and postretirement benefits to certain eligible employees outside of the U.S. We also
provide disability benefits to certain eligible employees in the U.S. Eligibility is determined based on the terms of our plans and local statutory requirements.
Funded Status
The funded status of our defined benefit plans, which is recognized in other long-term liabilities in our consolidated balance sheets, was as follows (in
millions):
Fair value of plan assets
Benefit obligations
Unfunded obligations
April 30, 2021
April 24, 2020
$
$
38 $
(72)
(34) $
32
(59)
(27)
84
18. Commitments and Contingencies
Purchase Orders and Other Commitments
In the ordinary course of business, we make commitments to third-party contract manufacturers and component suppliers to manage manufacturer lead
times and meet product forecasts, and to other parties, to purchase various key components used in the manufacture of our products. A significant portion of
our reported purchase commitments arising from these agreements consist of firm, non-cancelable, and unconditional commitments. As of April 30, 2021,
we had $576 million in non-cancelable purchase commitments for inventory. We record a liability for firm, non-cancelable and unconditional purchase
commitments for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. As of April 30, 2021
and April 24, 2020, such liability amounted to $15 million and $6 million, respectively, and is included in accrued expenses in our consolidated balance
sheets. To the extent that such forecasts are not achieved, our commitments and associated accruals may change.
In addition to inventory commitments with contract manufacturers and component suppliers, we have open purchase orders and contractual obligations
associated with our ordinary course of business for which we have not yet received goods or services. As of April 30, 2021, we had $224 million in other
purchase obligations.
Of the total $800 million in purchase commitments, $584 million is due in fiscal 2022, with the remainder due thereafter.
Financing Guarantees
While most of our arrangements for sales include short-term payment terms, from time to time we provide long-term financing to creditworthy
customers. We have generally sold receivables financed through these arrangements on a non-recourse basis to third party financing institutions within 10
days of the contracts’ dates of execution, and we classify the proceeds from these sales as cash flows from operating activities in our consolidated statements
of cash flows. We account for the sales of these receivables as “true sales” as defined in the accounting standards on transfers of financial assets, as we are
considered to have surrendered control of these financing receivables. Provided all other revenue recognition criteria have been met, we recognize product
revenues for these arrangements, net of any payment discounts from financing transactions, upon product acceptance. We sold $102 million, $59 million and
$87 million of receivables during fiscal 2021, 2020 and 2019, respectively.
In addition, we enter into arrangements with leasing companies for the sale of our hardware systems products. These leasing companies, in turn, lease our
products to end-users. The leasing companies generally have no recourse to us in the event of default by the end-user and we recognize revenue upon
delivery to the end-user customer, if all other revenue recognition criteria have been met.
Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions. Under the terms of
recourse leases, which are generally three years or less, we remain liable for the aggregate unpaid remaining lease payments to the third-party leasing
companies in the event of end-user customer default. These arrangements are generally collateralized by a security interest in the underlying assets. Where
we provide a guarantee for recourse leases and collectability is probable, we account for these transactions as sales type leases. If collectability is not
probable, the cash received is recorded as a deposit liability and revenue is deferred until the arrangement is deemed collectible. For leases that we are not a
party to, other than providing recourse, we recognize revenue when control is transferred. As of April 30, 2021 and April 24, 2020, the aggregate amount by
which such contingencies exceeded the associated liabilities was not significant. To date, we have not experienced significant losses under our lease
financing programs or other financing arrangements.
We have entered into service contracts with certain of our end-user customers that are supported by third-party financing arrangements. If a service
contract is terminated as a result of our non-performance under the contract or our failure to comply with the terms of the financing arrangement, we could,
under certain circumstances, be required to acquire certain assets related to the service contract or to pay the aggregate unpaid financing payments under
such arrangements. As of April 30, 2021, we have not been required to make any payments under these arrangements, and we believe the likelihood of
having to acquire a material amount of assets or make payments under these arrangements is remote. The portion of the financial arrangement that represents
unearned services revenue is included in deferred revenue and financed unearned services revenue in our consolidated balance sheets.
Legal Contingencies
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the
likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss
may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the
ultimate resolution of the contingency.
On August 14, 2019, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California,
naming as defendants NetApp and certain of our executive officers. The complaint alleges that the defendants violated Section 10(b) and 20(a) of the
Securities Exchange Act of 1934, as amended, and SEC Rule 10b-5, by making materially false or misleading statements with respect to our financial
guidance for fiscal 2020, as provided on May 22, 2019. Members of the alleged class are purchasers of the Company’s stock between May 22, 2019 and
August 1, 2019, the date we provided revised financial guidance for fiscal 2020. The complaint alleges unspecified damages based on the decline in the
market price of our shares following the issuance of the revised guidance on August 1, 2019. NetApp’s Motion to Dismiss was granted and on February 26,
2021 and the judge entered judgment in favor of NetApp. On March 26, 2021, Plaintiffs filed a notice of appeal. We believe the complaint is without merit
and intend to defend the case vigorously.
85
We are subject to various other legal proceedings and claims that arise in the normal course of business. We may, from time to time, receive claims that
we are infringing third parties’ intellectual property rights, including claims for alleged patent infringement brought by non-practicing entities. We are
currently involved in patent litigations brought by non-practicing entities and other third parties. We believe we have strong arguments that our products do
not infringe and/or the asserted patents are invalid, and we intend to vigorously defend against the plaintiffs’ claims. However, there is no guarantee that we
will prevail at trial and if a jury were to find that our products infringe, we could be required to pay significant monetary damages, and may cause product
shipment delays or stoppages, require us to redesign our products, or require us to enter into royalty or licensing agreements.
Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our
financial position, results of operations, cash flows, or overall trends, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other
events could occur. Unfavorable resolutions could include significant monetary damages. In addition, in matters for which injunctive relief or other conduct
remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular
ways or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position,
and overall trends. No material accrual has been recorded as of April 30, 2021 related to such matters.
86
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
NetApp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NetApp, Inc. and subsidiaries (the "Company") as of April 30, 2021 and April 24,
2020, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period
ended April 30, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of April 30, 2021 and April 24, 2020, and the results of its operations and its cash flows for
each of the three years in the period ended April 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of April 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 21, 2021, expressed an unqualified opinion on the
Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
Revenue — Refer to Notes 1 and 7 to the financial statements
Critical Audit Matter Description
Certain of the Company’s revenue contracts with customers include multiple promises (such as hardware systems, software licenses, software and
hardware support, and other services). The Company typically negotiates contracts with its customers, and while many of these contracts contain standard
terms and conditions, certain large enterprises and distributors may have customer specific terms and performance obligations due to the nature of the
contracts.
Pursuant to accounting principles generally accepted in the United States of America, the Company is required to evaluate whether each performance
obligation represents goods and services that are distinct. A good or service is distinct where the customer can benefit from the good or service either on its
own or together with other resources that are readily available from third parties or from the Company, and is distinct in the context of the contract, where
the transfer of the good or service is separately identifiable from other promises in the contract. The evaluation of performance obligations can require
significant judgment and could change the amount of revenue recognized in a given period.
87
We identified the evaluation of performance obligations in certain large enterprise and distributor contracts as a critical audit matter because of the
judgment management makes in evaluating such contracts and the impact of such judgment on the amount of revenue recognized in a given period. This
required a high degree of auditor judgment and an increased extent of testing.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s evaluation of performance obligations for certain large enterprise and distributor contracts included the
following, among others:
• We tested the effectiveness of internal controls related to the review of large enterprise and distributor contracts specifically around the review of
the terms and conditions and proper evaluation of performance obligations.
• We evaluated management’s significant accounting policies related to revenue recognition for reasonableness and compliance with generally
accepted accounting principles.
• We selected a sample of contracts for large enterprise and distributor customers and performed the following:
o Obtained and read contract source documents for each selection, including master agreements, amendments, and other documents that
were part of the contract.
o Assessed the terms and conditions in the contract source documents and evaluated the appropriateness of management’s application of
their accounting policies in the evaluation of performance obligations.
o Where applicable, tested the mathematical accuracy of management’s calculations of revenue and the associated allocation of the
transaction price to the various performance obligations.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
June 21, 2021
We have served as the Company's auditor since 1995.
88
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
NetApp, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of NetApp, Inc. and subsidiaries (the “Company”) as of April 30, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2021, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements as of and for the year ended April 30, 2021 of the Company and our report dated June 21, 2021, expressed an unqualified opinion on
those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
June 21, 2021
89
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), such as this Annual Report on Form 10-K, is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission
(SEC). Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management,
including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and CFO, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of April 30,
2021, the end of the fiscal period covered by this Annual Report on Form 10-K (the Evaluation Date). Based on this evaluation, our CEO and CFO
concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC
reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and
communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management
concluded that, as of April 30, 2021, our internal control over financial reporting was effective at the reasonable assurance level based on those criteria.
The effectiveness of our internal control over financial reporting as of April 30, 2021 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation required by paragraph (d) of
rules 13a-15 and 15d-15 under the Exchange Act that occurred during the fourth quarter of fiscal 2021 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information
Disclosure Pursuant to Section 13(r) of the Exchange Act
This disclosure is made pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 which added subsection (r) to
Section 13 of the Exchange Act (Section 13(r)). Section 13(r) requires an issuer to disclose in its annual or quarterly reports whether it or any of its affiliates
have knowingly engaged in certain activities, transactions or dealings relating to certain countries including Russia. Disclosure of such activities,
transactions or dealings is required even when conducted outside the United States by non-U.S. persons in compliance with applicable law, and whether or
not such activities are sanctionable under U.S. law.
During the period from April 25, 2020 to April 30, 2020, we filed notifications with the Russian Federal Security Service (“FSB”) for two
products. Those notifications are required under Russian law to qualify our products for importation into, and distribution within, the Russian
Federation. The filing of those notifications with the FSB is specifically authorized under OFAC General License 1B, as amended as of March 2, 2021.
90
The filing of the production notifications with the FSB is a regulatory compliance procedure required under Russian law for the importation and
distribution of our products in Russia. We have not sold or supplied any goods or services directly or indirectly to the FSB, and we have not derived any
revenues from any such notifications to the FSB.
We may, in the future, file additional notifications for our products with the FSB to the extent those product notifications are required under Russian
law to qualify the products for importation or distribution in Russia, but only so long as those activities are authorized by OFAC General License 1B or any
successor general license or other authorization issued by OFAC.
91
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 with respect to our executive officers is incorporated herein by reference from the information under Item 1 –
Business of Part I of this Annual Report on Form 10-K under the section entitled “Executive Officers.” The information required by Item 10 with respect to
the Company’s directors and corporate governance is incorporated herein by reference from the information provided under the headings “Election of
Directors” and “Corporate Governance,” respectively, in the Proxy Statement for the 2021 Annual Meeting of Stockholders, which will be filed with the
Securities and Exchange Commission within 120 days of our year ended April 30, 2021. The information required by Item 405 of Regulation S-K is
incorporated herein by reference from the information provided under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement for the 2021
Annual Meeting of Stockholders.
We have adopted a written code of ethics that applies to our Board of Directors and all of our employees, including our principal executive officer and
principal financial and accounting officer. A copy of the code of ethics, which we refer to as our “Code of Conduct,” is available on our website at
http://netapp.com/us/media/code-of-conduct.pdf. We will post any amendments to or waivers from the provisions of our Code of Conduct on our website.
Item 11. Executive Compensation
Information regarding the compensation of executive officers and directors of the Company is incorporated by reference from the information under
the headings “Executive Compensation and Related Information” and “Director Compensation,” respectively, in our Proxy Statement for the 2021 Annual
Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference
from the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2021 Annual
Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence is incorporated by reference from the information
under the headings “Corporate Governance” and “Certain Transactions with Related Parties” in our Proxy Statement for the 2021 Annual Meeting of
Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for
the 2021 Annual Meeting of Stockholders.
With the exception of the information incorporated in Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, NetApp’s Proxy Statement is
not deemed “filed” as part of this Annual Report on Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
(1) All Financial Statements
See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form
10-K.
(3) Exhibits required by Item 601 of Regulation S-K
The information required by this Section (a)(3) of Item 15 is as follows:
92
Exhibit No
Description
EXHIBIT INDEX
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
10.1*
10.2*
10.3*
10.4*
10.5*
Certificate of Incorporation of the Company, as
amended.
Bylaws of the Company.
Indenture dated December 12, 2012, by and between
the Company and U.S. Bank National Association.
First Supplemental Indenture dated December 12,
2012, by and between the Company and U.S. Bank
National Association.
Second Supplemental Indenture dated June 5, 2014 by
and between the Company and U.S. Bank National
Association.
Third Supplemental Indenture dated September 29,
2017 by and between the Company and U.S. Bank
National Association.
Fourth Supplemental Indenture, dated June 22, 2020,
by and between NetApp, Inc. and U.S. Bank National
Association.
Description of Capital Stock of the Company
Form of Indemnification Agreement by and between
the Company and each of its directors and executive
officers.
Form of Change of Control Severance Agreement.
The Company’s Amended and Restated Executive
Compensation Plan, as amended effective June 20,
2018.
Form
10-Q
8-K
8-K
8-K
8-K
8-K
8-K
—
10-Q
8-K
10-Q
File No.
000-27130
000-27130
000-27130
000-27130
000-27130
000-27130
000-27130
—
000-27130
000-27130
000-27130
Incorporation by Reference
Exhibit
Filing Date
3.1
3.1
4.1
4.2
4.1
4.2
4.2
—
10.1
10.1
10.1
2.1
November 26, 2013
April 30, 2018
December 12, 2012
December 12, 2012
June 5, 2014
September 29, 2017
June 22, 2020
—
August 28, 2014
May 22, 2019
August 21, 2018
July 7, 2005
The Company’s Deferred Compensation Plan.
8-K
000-27130
The Company’s Amended and Restated Employee
Stock Purchase Plan, as amended effective July 19,
2018.
DEF 14A
000-27130
Appendix B
August 1, 2018
10.6*
The Company’s Amended and Restated 1995 Stock
DEF 14A
000-27130
August 21, 1998
Incentive Plan. (P)
10.7*
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1995
Stock Option Plan.
10-K
000-27130
10.21
July 8, 2005
93
Exhibit No
Description
10.8*
10.9*
10.10*
10.11*
10.12*
Form of Stock Issuance Agreement approved for use
under the Company’s amended and restated 1995
Stock Option Plan (Restricted Stock).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1995
Stock Option Plan (Chairman of the Board or any
Board Committee Chairperson).
The Company’s Amended and Restated 1999 Stock
Option Plan, as amended effective July 19, 2018.
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan.
Form of Restricted Stock Unit Agreement approved
for use under the Company’s amended and restated
1999 Stock Option Plan (Employees).
Form
10-K
File No.
000-27130
Exhibit
10.23
Incorporation by Reference
Filing Date
July 8, 2005
10-K
000-27130
10.22
July 8, 2005
DEF 14A
000-27130
Appendix A
August 1, 2018
10-Q
000-27130
10.3
November 26, 2013
10-Q
000-27130
10.4
November 26, 2013
10.13*
Form of Restricted Stock Unit Agreement
10-K
000-27130
10.14
June 15, 2020
10.14*
10.15*
10.16*
10.17*
10.18*
(Employees) approved for use under the Company’s
1999 Stock option Plan, effective June 2019.
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (Non-Employee Director
Automatic Stock Option — Initial).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (Non-Employee Director
Automatic Stock Option — Annual).
Form of Restricted Stock Unit Agreement approved
for use under the Company’s amended and restated
1999 Stock Option Plan (Non-Employees Directors).
Form of Restricted Stock Unit Agreement (Non-
Employee Directors) approved for use under the
Company’s 1999 Stock Option Plan.
Form of Restricted Stock Unit Agreement (Non-
Employee Directors) approved for use under the
Company’s 1999 Stock Option Plan, effective June
2019.
10-K
000-27130
10.29
July 8, 2005
10-K
000-27130
10.28
July 8, 2005
10-K
000-27130
10.17
June 18, 2010
10-Q
000-27130
10.2
February 11, 2019
10-K
000-27130
10.19
June 15, 2020
94
Exhibit No
Description
10.19*
Form of Restricted Stock Unit Agreement
(Performance Based) under the NetApp, Inc. 1999
Stock Option Plan.
Form
8-K
File No.
000-27130
Exhibit
10.1
Incorporation by Reference
Filing Date
June 26, 2015
10.20*
Form of Restricted Stock Unit Agreement
10-Q
000-27130
10.2
August 21, 2018
(Performance-Based) Total Stockholder Return
approved for use under the Company’s 1999 Stock
Option Plan.
10.21*
Form of Restricted Stock Unit Agreement
10-Q
000-27130
10.3
August 21, 2018
(Performance-Based) – Adjusted Operating Income
approved for use under the Company’s 1999 Stock
Option Plan.
10.22*
Form of Restricted Stock Unit Agreement
10-K
000-27130
10.23
June 15, 2020
(Performance-Based) Total Stockholder Return
approved for use under the Company’s 1999 Stock
Option Plan, effective June 2019.
10.23*
Form of Restricted Stock Unit Agreement
10-K
000-27130
10.24
June 15, 2020
(Performance-Based) – Adjusted Operating Income
approved for use under the Company’s 1999 Stock
Option Plan, effective June 2019.
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (China).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (France).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (India).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (United Kingdom).
Form of Stock Option Agreement approved for use
under the Company’s amended and restated 1999
Stock Option Plan (Israel).
Bycast Inc. 2010 Equity Incentive Plan.
Incentive Stock Option Plan of Bycast Inc.
SolidFire, Inc. 2010 Stock Incentive Plan.
SolidFire, Inc. 2016 Equity Incentive Plan.
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32*
10-K
000-27130
10.27
July 8, 2005
10-K
000-27130
10.30
July 8, 2005
10-K
000-27130
10.31
July 8, 2005
10-K
000-27130
10.32
July 8, 2005
10-K
000-27130
10.81
June 24, 2008
333-167619
333-167619
333-209570
333-209570
99.1
99.2
99.1
99.2
June 18, 2010
June 18, 2010
February 17, 2016
February 17, 2016
S-8
S-8
S-8
S-8
95
Exhibit No
Description
10.33*
Outside Director Compensation Policy (effective
September 1, 2018) of the Company.
10.34
10.35
NetApp, Inc. Executive Retiree Health Plan, as
amended and restated.
Amended and Restated Credit Agreement, dated as of
January 22, 2021, by and among NetApp, Inc., the
lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as administrative agent.
Form
10-Q
8-K
8-K
File No.
000-27130
000-27130
000-27130
10.36
Form of Dealer Agreement between the Company, as
8-K
000-27130
issuer, and each Dealer.
10.37
Collared Accelerated Share Repurchase Transaction
10-Q
000-27130
dated as of June 5, 2013, by and between the
Company and Goldman, Sachs & Co.
Incorporation by Reference
Exhibit
10.1
Filing Date
February 11, 2019
10.1
10.1
10.2
10.1
November 21, 2016
January 22, 2021
December 12, 2016
August 29, 2013
10.38
Agreement of Purchase and Sale and Joint Escrow
10-K
000-27130
10.41
June 22, 2016
Instructions dated as of March 9, 2016 by and
between the Company and Google Inc.
10.39
First Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions dated as of March 11,
2016, by and between the Company and Google Inc.
10-K
000-27130
10.42
June 22, 2016
10.40
Second Amendment to Agreement of Purchase and
10-K
000-27130
10.43
June 22, 2016
10.41
10.42
10.43
Sale and Joint Escrow Instructions dated as of April 8,
2016, by and between the Company and Google Inc.
Agreement of Purchase and Sale and Joint Escrow
Instructions dated as of September 11, 2017 by and
between the Company and Google Inc.
First Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions dated as of October 2,
2017, by and between the Company and Google LLC.
Second Amendment to Agreement of Purchase and
Sale and Joint Escrow Instructions dated as of
October 25, 2017, by and between the Company and
Google LLC.
10-Q
000-27130
10.2
November 29, 2017
10-Q
000-27130
10.3
November 29, 2017
10-Q
000-27130
10.4
November 29, 2017
96
Exhibit No
Description
10.44
10.45
10.46
10.47
10.48
10.49
10.50
Third Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions dated as of October 31,
2017, by and between the Company and Google LLC.
Fourth Amendment to Agreement of Purchase and
Sale and Joint Escrow Instructions dated as of
November 2, 2017, by and between the Company and
Google LLC.
Fifth Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions dated as of November
8, 2017, by and between the Company and Google
LLC.
Sixth Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions dated as of November
10, 2017, by and between the Company and Google
LLC.
Seventh Amendment to the Agreement of Purchase
and Sale and Joint Escrow Instructions dated as of
March 15, 2019 by and between the Company and
Google LLC.
Separation Agreement dated May 28, 2020 by and
between the Company and Henri Richard.
Offer Letter for employment at the Company to César
Cernuda, date March 23, 2020.
10.51
Senior Executive Employment Contract by and
between NetApp Sales Spain S.L., a subsidiary of the
Company, and Cesar Cernuda, effective January 1,
2021
Form
10-Q
File No.
000-27130
Exhibit
10.1
Filing Date
February 22, 2018
Incorporation by Reference
10-Q
000-27130
10.2
February 22, 2018
10-Q
000-27130
10.3
February 22, 2018
10-Q
000-27130
10.4
February 22, 2018
10-K
000-27130
10.54
June 18, 2019
10-K
000-27130
10.57
June 15, 2020
10-K
10-Q
000-27130
000-27130
10.52
Offer Letter for employment at the Company to
10-Q
000-27130
Michael J. Berry, dated January 30, 2020.
10.53
21.1
23.1
Underwriting Agreement, dated June 17, 2020, by and
among the Company, Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, BofA Securities, Inc. and
Morgan Stanley & Co. LLC.
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting
Firm.
8-K
000-27130
—
—
—
—
97
10.58
10.1
10.1
1.1
—
—
June 15, 2020
January 29, 2021
August 28, 2020
June 17, 2020
—
—
Exhibit No
Description
Form
File No.
Exhibit
Filing Date
Incorporation by Reference
24.1
31.1
31.2
32.1
32.2
Power of Attorney (see signature page).
Certification of the Chief Executive Officer pursuant
to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer pursuant
to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance
document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline
XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema
Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase Document
104
Cover Page Interactive Data File (formatted as inline
XBRL and contained in Exhibit 101)
*
(p)
Identifies management plan or compensatory plan or arrangement.
Identifies paper format filed exhibit.
—
—
—
—
—
—
—
—
—
—
—
98
—
—
—
—
—
—
—
—
—
—
—
—
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
NETAPP, INC.
By:
/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer and Director
(Principal Executive Officer and Principal Operating
Officer)
Date: June 21, 2021
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and
Michael J. Berry, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ GEORGE KURIAN
George Kurian
/s/ MICHAEL J. BERRY
Michael J. Berry
/s/ ROBERT PARKS
Robert Parks
/s/ T. MICHAEL NEVENS
T. Michael Nevens
/s/ GERALD HELD
Gerald Held
/s/ KATHRYN M. HILL
Kathryn M. Hill
/s/ DEBORAH KERR
Deborah Kerr
/s/ SCOTT SCHENKEL
Scott Schenkel
/s/ GEORGE T. SHAHEEN
George T. Shaheen
/s/ CARRIE PALIN
Carrie Palin
/s/ DEEPAK AHUJA
Deepak Ahuja
Title
Chief Executive Officer and Director
(Principal Executive Officer
and Principal Operating Officer)
Date
June 21, 2021
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
June 21, 2021
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
June 21, 2021
Chairman of the Board
June 21, 2021
Director
Director
Director
Director
Director
Director
Director
99
June 21, 2021
June 21, 2021
June 21, 2021
June 21, 2021
June 21, 2021
June 21, 2021
June 21, 2021
DESCRIPTION OF CAPITAL STOCK
Exhibit 4.6
The following is a summary of information concerning the capital stock of NetApp, Inc. (“us,” “we,” or “our”). This
summary does not purport to be complete and does not contain all the information that may be important to you. This summary is
qualified in its entirety by the provisions of our certificate of incorporation and bylaws, each previously filed with the Securities
and Exchange Commission, as well as the applicable provisions of the Delaware General Corporate Law (the “DGCL”). We
encourage you to read our certificate of incorporation, our bylaws, and the applicable provisions of the DGCL carefully.
General
Our certificate of incorporation provides for one class of common stock and authorizes shares of undesignated preferred
stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.
Our authorized capital stock consists of 890,000,000 shares, with a par value of $0.001 per share, of which:
•
•
885,000,000 shares are designated as common stock; and
5,000,000 shares are designated as preferred stock.
Common Stock
General
All issued and outstanding shares of our common stock are fully paid and nonassessable.
Voting Rights
Except as described below, each share of common stock is entitled to one vote at all meetings of stockholders. The
holders of common stock are not entitled to cumulative voting rights in the election of directors.
Dividend Rights
Subject to the rights of any then-outstanding preferred stock, holders of our common stock are entitled to receive such
dividends as may be declared by our board of directors out of funds legally available therefor and to share ratably in the assets
available for distribution upon liquidation.
No Preemptive or Similar Rights
Holders of our common stock have no preemptive, subscription or conversion rights and are not liable for further calls or
assessments. There are no redemption or sinking fund provisions in effect with respect to the common stock.
Preferred Stock
Under our certificate of incorporation, our board of directors is authorized to issue shares of preferred stock from time to time
in one or more series and to determine the rights, preferences, privileges and restrictions of those shares without any further vote
or action by our stockholders. When shares of preferred stock are issued, certain rights of the holders thereof may materially affect
the rights of the holders of the common stock, including voting rights and preferences in respect of dividends and liquidation.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Our certificate of incorporation and our bylaws contain provisions that could have certain anti-takeover effects. Among other
things, our certificate of incorporation and our bylaws:
•
•
•
provide that stockholder action by written consent in lieu of a meeting is prohibited;
establish an advance notice procedure with regard to the nomination, other than by or at the direction of the board of
directors or a committee thereof, of candidates for election as directors and with regard to certain matters to be brought
before a meeting of our stockholders; and
authorizes our board of directors to fix, with respect to any series of preferred stock, the rights, preferences, privileges
and restrictions of shares of such series.
In addition, Section 203 of the DGCL is applicable to us. Section 203 of the DGCL restricts some types of transactions and
business combinations between a corporation and a 15% stockholder. A 15% stockholder is generally considered by Section 203 to
be a person owning 15% or more of the corporation’s outstanding voting stock. Section 203 refers to a 15% stockholder as an
“interested stockholder.” Section 203 restricts these transactions for a period of three years from the date that the stockholder
acquires 15% or more of our outstanding voting stock. With some exceptions, unless the transaction is approved by our board of
directors and the holders of at least two-thirds of the outstanding voting stock of the corporation, Section 203 prohibits significant
business transactions such as:
•
•
a merger with, disposition of significant assets to or receipt of disproportionate financial benefits by the interested
stockholder; and
any other transaction that would increase the interested stockholder’s proportionate ownership of any class or series of
our capital stock.
The shares held by the interested stockholder are not counted as outstanding when calculating the two-thirds of the
outstanding voting stock needed for approval.
The prohibition against these transactions does not apply if:
•
•
prior to the time that any stockholder became an interested stockholder, our board of directors approved either the
business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting
stock; or
the interested stockholder owns at least 85% of our outstanding voting stock as a result of a transaction in which such
stockholder acquired 15% or more of our outstanding voting stock. Shares held by persons who are both directors and
officers or by some types of employee stock plans are not counted as outstanding when making this calculation.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is
P.O. Box 505005, Louisville, KY 40233-5005.
Market Listing
Our common stock is listed on The NASDAQ Global Select Market under the symbol “NTAP.”
SUBSIDIARIES OF THE COMPANY
Exhibit 21.1
Name
NetApp Argentina S.R.L.
NetApp Australia Pty. Ltd.
NetApp Austria GmbH
BYMS International, Inc.
NetApp Belgium BVBA
NetApp Global Limited
NetApp Global Holdings Ltd.
NetApp Brasil Solucoes de Gerenciamento e Armazenamento de Dados Ltda
NetApp U.S. Public Sector, Inc.
NetCache, Inc.
NetApp Canada Ltd.
NetApp VTC, Inc.
NetApp Chile Limitada
NetApp (Shanghai) Commercial Co., Ltd.
NetApp Holdings Limited
NetApp Capital Solutions, Inc.
SolidFire International, LLC
SolidFire Holdings, LLC
Sonoma Holdings, LLC
Blue Steel Acquisition LLC
Cloud Jumper LLC
Clu Acquisition LLC
NetApp R&D LLC
Onaro, Inc.
StackPointCloud, LLC
Spotinst LLC
Talon Storage Solutions, Inc.
NetApp Denmark ApS
NetApp Finland Oy
NetApp France SAS
NetApp Deutschland GmbH
NetApp (China) Limited
NetApp (Hong Kong) Limited
NetApp Iceland ehf.
NetApp India Private Limited
NetApp India Marketing and Services Private Limited
PT. NetApp Indonesia
Network Appliance (Sales) Limited
Cognigo Research Ltd
NetApp Israel R&D Ltd.
NetApp Israel Sales Limited
Onaro Israel, Ltd.
Plexistor Ltd.
Scharfnet, Ltd
Spotinst Ltd.
NetApp Italia S.r.l.
NetApp G.K.
NetApp Korea Limited
NetApp Luxembourg S.a.r.l.
NetApp Malaysia Sdn. Bhd.
NetApp Mexico S. de R.L. de C.V.
NetApp New Zealand Limited
NetApp Nigeria Limited
NetApp Norway AS
NetApp Poland Sp. spółka z ograniczoną odpowiedzialnością
NetApp Russia LLC
Network Appliance Saudi Arabia LLC
NetApp Singapore Pte. Ltd.
NetApp South Africa (Pty) Limited
Jurisdiction of Incorporation or Organization
Argentina
Australia
Austria
Barbados
Belgium
Bermuda
Bermuda
Brazil
California
California
Canada
Canada
Chile
China
Cyprus
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Denmark
Finland
France
Germany
Hong Kong
Hong Kong
Iceland
India
India
Indonesia
Ireland
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Italy
Japan
Korea
Luxembourg
Malaysia
Mexico
New Zealand
Nigeria
Norway
Poland
Russia
Saudi Arabia
Singapore
South Africa
Name
NetApp Spain Sales SL
NetApp Sweden AB
NetApp Switzerland GmbH
NetApp (Thailand) Limited
Decru B.V.
NA Technology C.V.
NetApp Asia Pacific Holdings B.V.
NetApp B.V.
NetApp Holding & Manufacturing B.V.
SolidFire B.V.
SolidFire Holdings C.V.
Sonoma Holdings C.V.
NetApp Teknoloji Limited Sirketi
NetApp UK Ltd.
NetApp Vietnam Company Limited
Jurisdiction of Incorporation or Organization
Spain
Sweden
Switzerland
Thailand
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
Turkey
United Kingdom
Vietnam
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-25277, 333-40307, 333-32318, 333-41384, 333-53776, 333-57378, 333-
73982, 333-100837, 333-109627, 333-113200, 333-119640, 333-125448, 333-128098, 333-133564, 333-138337, 333-139835, 333-147034, 333-149375,
333-154867, 333-162696, 333-167619, 333-170089, 333-172081, 333-178213, 333-184259, 333-185216, 333-186967, 333-192564, 333-200586, 333-
208309, 333-209570, 333-214886, 333-219061, 333-220230, 333-221809, 333-228464, 333-232187, 333-234762 and 333-248480 on Form S-8 and
Registration Statement Nos. 333-26163, 333-41386 and 333-253726 on Form S-3 of our reports dated June 21, 2021, relating to the consolidated financial
statements of NetApp, Inc. and subsidiaries, and the effectiveness of NetApp, Inc. and subsidiaries’ internal control over financial reporting, appearing in
this Annual Report on Form 10-K for the year ended April 30, 2021.
Exhibit 23.1
/s/ DELOITTE & TOUCHE LLP
San Jose, California
June 21, 2021
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, George Kurian, certify that:
1) I have reviewed this Annual Report on Form 10-K of NetApp, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer
(Principal Executive Officer and Principal Operating Officer)
Date: June 21, 2021
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Michael J. Berry, certify that:
1) I have reviewed this Annual Report on Form 10-K of NetApp, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ MICHAEL J. BERRY
Michael J. Berry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: June 21, 2021
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
I, George Kurian, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of NetApp, Inc., on Form 10-K for the year ended April 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of NetApp, Inc.
Date: June 21, 2021
/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer
(Principal Executive Officer and Principal Operating Officer)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
I, Michael J. Berry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of NetApp, Inc., on Form 10-K for the year ended April 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of NetApp, Inc.
/s/ MICHAEL J. BERRY
Michael J. Berry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: June 21, 2021