NetApp
Annual Report 2022

Plain-text annual report

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 29, 2022 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 ☑ ☐ ☐ Accelerated filer Smaller reporting company ☐ ☐ 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.(cid:0)☑ 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 29, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $12,494,943,961 (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 1, 2022, 221,190,424 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 29, 2022. 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 [Reserved] 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 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 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 PART IV Item 15 Signatures Exhibits, Financial Statement Schedules 6 15 29 29 29 29 30 33 34 51 53 92 92 92 92 93 93 93 93 93 93 100 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: • • • • • 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; 3 • • • • • • • • 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: • • • • • • • • • • • • • • • • • • • 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, technological trends and market changes in the enterprise storage and data management, cloud storage and cloud operations markets; our ability to introduce and gain market acceptance for new and differentiated products, solutions and services without disruption; our ability to successfully execute on our Data Fabric strategy; our ability to accurately forecast demand for our products, solutions and services, and future financial performance; our ability to successfully manage our backlog; our ability to effectively plan and manage our resources and restructure our business in response to changing market conditions and market demand; 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; 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; general global political, macroeconomic, social, health and market conditions; our ability to effectively integrate acquired businesses, products and technologies; 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 anticipate techniques used to obtain unauthorized access or to sabotage systems and to implement adequate preventative measures against cybersecurity and other security breaches on our systems, products and services; changes in U.S. government spending; our ability to successfully recruit and retain qualified personnel and to manage our investment in people, processes and systems; our ability to resolve ongoing litigation, tax audits, government audits, inquiries and investigations in line with our expectations; 4 • • • • • the availability of acceptable financing to support our future cash requirements; valuation and liquidity of our investment portfolio; foreign exchange rate impacts; our ability to achieve our goals related to environmental, social and governance matters; 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. 5 Item 1. Business Overview PART I NetApp, Inc. (NetApp, we, or us) is a global cloud-led, data-centric software company. We were incorporated in 1992 and are headquartered in San Jose, California. Building on a rich history of innovation, NetApp gives customers the freedom to manage applications and data across hybrid multicloud environments. Our portfolio of cloud services, and storage infrastructure, powered by intelligent data management software, enables applications to run faster, more reliably, and more securely, all at a lower cost. In the last two years, we have seen an unprecedented acceleration of digital transformation. Organizations accelerated digital initiatives to strengthen and optimize operations, as well as to create new experiences for customers and employees. All these efforts require these organizations to manage and protect data while ensuring that the underlying cloud and data center infrastructure can support application performance and reliability cost-effectively. Increasingly, complexity is the primary barrier to building new applications and capabilities quickly. Our vision is to help our customers increase the pace of innovation by reducing complexity with intelligent software services that manage, protect and optimize data, storage infrastructure, and cloud resources. Our strategy is to help our customers: • Build their data fabric with a single, unified, enterprise-grade data experience across the hybrid multicloud. • Modernize data centers with cloud-like capabilities and consumption models. • • Accelerate cloud deployment by removing economic and operational barriers. Simplify the management of hybrid multicloud environments with a single management plane. Product, Solutions and Services Portfolio NetApp delivers a portfolio of cloud services, and storage infrastructure, powered by intelligent data management software. At the end of the first quarter of fiscal year 2022, corresponding with how we manage the company, we established two segments for financial reporting purposes: Hybrid Cloud and Public Cloud. Hybrid Cloud Hybrid Cloud offers a portfolio of storage management and infrastructure solutions that help customers recast their data centers with the power of cloud. This portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. We offer a broad portfolio of cloud- connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services. Intelligent data management software NetApp ONTAP software is the foundational technology that underpins NetApp's key storage solutions in the data center and in the cloud. ONTAP includes a wide variety of data management and protection features and capabilities, including automatic ransomware protection against cyber-attacks, built-in data transport features, and storage efficiency capabilities. ONTAP 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. Customers can realize savings with space-efficient NetApp Snapshot™ copies, thin provisioning, replication, and cloning technologies. ONTAP includes a number of data protection features designed to safeguard data from corruption, compromise, or loss and to help our customers quickly recover when unexpected events occur. NetApp SnapCenter Backup Management software is designed to deliver high-performance backup and recovery for database and application workloads hosted on ONTAP storage. NetApp SnapMirror Data Replication software is able to replicate data at high speeds across environments. 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. 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. 6 NetApp ElementOS software delivers agility through scale-out flexibility, predictable performance, and automation integrations so organizations can build clouds to accelerate new services. 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. Storage infrastructure 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, 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. 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. Public Cloud Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage and data services, and cloud operations services. Our enterprise-class solutions and services enables customers to control and manage storage 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 AWS. Cloud storage and data services The NetApp Cloud Volumes Platform is an integrated collection of cloud storage infrastructure and data services. The platform is anchored by NetApp Cloud Volumes ONTAP, a cloud-based software for customers who wish to manage their own cloud storage infrastructure, and based on the same ONTAP software that underpins our storage infrastructure offerings. Fully managed cloud storage offerings are available natively on Microsoft Azure as Azure NetApp Files, on AWS as Amazon FSx for NetApp ONTAP, and on Google Cloud as NetApp Cloud Volumes Service for Google Cloud. With ONTAP’s built-in data transport features (NetApp Cloud Sync), customers can migrate data to the cloud securely and efficiently and can choose where to deploy primary workloads without having to re-architect applications or databases. Customers also get a comprehensive, industry-leading portfolio of storage efficiency capabilities. Inline data compression, deduplication, compaction, 7 and cloud tiering (NetApp Cloud Tiering) work together to reduce storage costs and maximize the amount of data stored. NetApp Cloud Backup delivers seamless and cost-effective backup and restore capabilities for protecting and archiving cloud and on-premises ONTAP data. NetApp Cloud Data Sense (formerly Cloud Compliance), provides data discovery, mapping, and classification driven by artificial intelligence algorithms with automated controls and reporting for data privacy regulations such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and more. NetApp Cloud Volumes Edge Cache (formerly Global File Cache) software delivers fast and secure access to data for users by caching active data sets to distributed offices globally. Cloud operations services 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. Our Spot by NetApp suite of products delivers a platform for cloud operations, enabling customers to deploy and operate cloud applications reliably and securely in their choice of cloud while reducing costs and complexity. Combining machine learning, predictive analytics and cloud automation, the Spot platform continuously optimizes cloud infrastructure and operations to deliver scalable, reliable and secure infrastructure for applications. With solutions for virtual machines, containers, and key workloads, the Spot portfolio’s automation and optimization capabilities give customers more cloud at less cost. Spot Elastigroup enables customers to scale mission-critical workloads on AWS with automated, optimized cloud infrastructure management. The Spot Ocean Kubernetes Suite enables customers to dynamically provision, scale and optimize cloud resources for microservices and big data workloads. Spot Security delivers cloud security analysis and threat reduction for actionable compliance, remediation, and prevention. Spot Eco enables customers to maximize their cloud savings with intelligent management of AWS reserved instances and savings plans. Spot CloudCheckr provides actionable cloud cost analysis with visibility into performance and optimization opportunities. Professional and Support Services NetApp and our certified services partners offer a comprehensive portfolio of assessment, design, implementation, migration, and proactive support services to help customers optimize the performance and efficiency of their on-premises and hybrid multicloud storage environments. Our portfolio of offerings include strategic consulting, professional, managed, and support services. • • • • NetApp strategic consulting services provide executive-level, high-touch consulting engagements to help organizations facilitate the alignment of their business and technology goals. Our proven expertise can help organizations define long-term data fabric strategies and operations models to drive IT initiatives for digital transformation. NetApp Professional Services provide the expertise to mitigate risk and streamline the design, implementation, migration, and integration of NetApp hybrid cloud solutions to realize the business benefits of new technology investments faster. Highly skilled services experts help enable secure, optimized environments that deliver the consistent, high-quality outcomes customers expect from the start. NetApp Managed Services optimize performance and efficiency in hybrid cloud and on-premises environments. Our NetApp experts use proven methodology and best practices to monitor, administer, operate, and optimize customer environments so their organization's IT staff is free to focus on initiatives to move the business forward. NetApp Global Support supplies systems, processes, and people wherever needed to provide continuous operation in complex and critical environments, with an emphasis on proactive and preemptive technology support for operational continuity across the NetApp hybrid cloud. Personalized support options provide actionable intelligence to resolve problems faster, reduce downtime, and optimize performance of the entire NetApp ecosystem. 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 current and targeted 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, including the leading cloud providers. 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 8 telecommunications. NetApp focuses primarily on the enterprise storage and data management, cloud storage and cloud operations markets. We design our products to meet the evolving requirements of a hybrid, multicloud world, driven by digital transformation and cloud initiatives. 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 and cloud 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 2022, 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. As of April 29, 2022, our worldwide sales and marketing functions consisted of approximately 5,700 managers, sales representatives and technical support personnel. We have field sales offices in approximately 30 countries. Sales to customers Arrow Electronics, Inc. and Tech Data Corporation accounted for 24% and 21% of our net revenues, respectively, in fiscal 2022. 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 15 – 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 continue 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 9 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 in each of fiscal 2022 and fiscal 2021, and $847 million in fiscal 2020. 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. 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 compete with many companies in the cloud operations marketplace, including new companies (startups) and larger software companies who target developers, operations engineering (DevOps) and financial engineering (FinOps). Some companies have single point solutions that compete with one of our services and others are building platforms. Additionally public cloud providers offer similar services on their own 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 enables 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 10 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 sound environmental management. We are committed to the reduction of greenhouse gas emissions; 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. We voluntarily measure, monitor, and publicly report our scope 1, scope 2, and scope 3 (partial) greenhouse gas emissions and water impacts to CDP, a global standardized mechanism by which companies report their greenhouse gas emissions and water impacts to customers and institutional investors. We continuously seek to optimize the energy efficiency of our buildings, labs, and data centers; and we have increased our use of renewable energy, especially at our facilities in Bangalore, India and Wichita, Kansas, both of which are powered almost exclusively by renewable energy. At both the global and regional/state levels, various laws and regulations have been implemented or are under consideration to mitigate or report on the effects of climate change. 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 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 subject to international, 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, subject us to business interruptions or cause customers to cease purchasing from us. We strive to comply with all applicable environmental laws. All of our products meet the requirements of the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH); Energy Related Products (ErP); Restriction of Hazardous Substances (RoHS); and China RoHS directives. We have a product take-back program and an e-waste scheme to comply with the EU directive on Waste Electrical and Electronic Equipment (WEEE), and Extended Producer Responsibility (EPR) regulations in India. We have maintained an environmental management system since December 2004 that provides the framework for setting, monitoring, and continuously improving our environmental goals and objectives. 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: 11 • • • • • • 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. 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. Board Oversight of Human Capital Management Our Board of Directors plays an active role in overseeing the Company's human capital management strategy and programs. Our Talent and Compensation Committee provides oversight of our talent strategy and key programs related to corporate culture, workforce diversity and inclusion, talent acquisition, engagement, development and retention. Employees As of April 29, 2022, we had approximately 12,000 employees worldwide. None of our employees are represented by a labor union and we consider relations with our employees to be good. 12 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, 2022, were as follows: Name George Kurian César Cernuda Michael J. Berry Harvinder S. Bhela Elizabeth M. O'Callahan Age 55 50 59 50 53 Position Chief Executive Officer President Executive Vice President and Chief Financial Officer Executive Vice President and Chief Product Officer Executive Vice President, Chief Legal Officer, and Corporate 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 came to 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. Mr. Cernuda joined NetApp after a long career at Microsoft that included various leadership roles. Mr. Cernuda is non-executive director and chairman of the ESG committee at Gestamp, an international group dedicated to automotive components. He is also on the advisory boards of Georgetown University’s McDonough School of Business and the IESE Business School – University of Navarra. 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, and he also completed the Leading Sustainable Corporations Programme at Oxford University’s Saïd Business School. He earned his bachelor’s degree in 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, security 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. Harvinder S. Bhela joined NetApp in January 2022 as executive vice president and chief product officer. He is responsible for leading NetApp’s product and engineering teams and building our storage and data services products. Before joining NetApp Mr. Bhela spent 25 years at Microsoft where he held multiple executive leadership positions. Most recently he served as corporate vice president of the Microsoft 365 Security, Compliance and Management business. Mr. Bhela holds a Bachelor of Engineering from the University of Mumbai and a Master of Science in Computer Science from the University of Minnesota. Elizabeth M. O’Callahan was appointed executive vice president, chief legal officer, and corporate secretary in January 2022. Ms. O’Callahan joined NetApp in 2013, and prior to her appointment as chief legal officer, Ms. O’Callahan served as senior vice president and general counsel from May 2021 to December 2021, as vice president and deputy general counsel from May 2020 to April 2021, and as vice president, corporate legal from October 2013 to April 2020. Ms. O’Callahan has over 20 years of experience advising technology companies on a variety of matters, including corporate governance, securities law, mergers and acquisitions, capital markets transactions, corporate compliance and ethics, data privacy, intellectual property, and litigation. Before joining NetApp, Ms. O’Callahan served in a senior legal role at Xilinx (since acquired by AMD). She began her legal career in private practice in Silicon Valley specializing in corporate law and business litigation. Ms. O’Callahan holds a bachelor’s degree from the University of California at Los Angeles and a J.D. from Santa Clara University. 13 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. 14 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 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. The rise in cloud usage and commensurate spending is driving customers to search for cloud operations solutions to lower costs and speed development. Despite these growth drivers, our markets could be adversely impacted by customers delaying purchases in the face of technology transitions, increasing adoption of substitute products and/or services, increased storage efficiency, and/or changing economic and business environments. Additionally, customer requirements are evolving in the nascent cloud operations market, which could also adversely impact our opportunity. While customers are navigating through their information technology (IT) transformations, which leverage modern architectures and hybrid cloud environments, they are also looking for simpler solutions, and changing how they consume IT. This evolution is diverting spending towards transformational projects and architectures like flash, hybrid cloud, cloud storage, IT as a service, converged infrastructure, and software defined storage. 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. 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, cloud operations services including Spot by NetApp and Cloud Insights, and new hardware and all-flash storage products, including AFF A900, 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 and manage 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 existing customers transition from older products and solutions to new software and cloud offerings, the transition could take longer than expected, or the customer could decide to delay the transition, either of which could result in non-renewal of the new offerings or affect our ability to manage and forecast customer churn and expansion rates for new software and cloud offerings, as we saw in the fourth quarter of fiscal 2022. 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. 15 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 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 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. Our markets are intensely competitive and are characterized by fragmentation and rapidly changing technology. 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 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. We also now compete in the emerging cloud operations market, where growth is being driven by increased customer cloud usage and commensurate spend, but customer requirements are still evolving. There is no clear leader in this 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, converged infrastructure and cloud operations offerings, we are competing in new segments with both traditional competitors and new competitors, particularly smaller emerging storage and cloud operations 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 Part I, Item 1 – Business 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, such as inflation and potential economic recession, 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. In particular, in fiscal 2022, we experienced inflationary pressure and other constraints in our supply chain. We are also unable to predict whether increased customer spending on our cloud offerings will continue after the COVID-19 pandemic. Consequently, these concerns have challenged our business and we expect them to continue to challenge our business for the 16 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. 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, including the unpredictable nature of variants globally, and ongoing 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. As a result of Russia’s actions in the Ukraine, numerous countries and organizations have imposed sanctions and export controls, while businesses, including the Company, have limited or suspended Russian operations. Russia has likewise imposed currency restrictions and regulations and may further take retaliatory trade or other actions, including the nationalization of foreign businesses. These actions could impact our supply chain, pricing, business and operating results and expose us to cyberattacks. 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. 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. 17 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, we acquired seven privately held companies from fiscal 2020 through the end of fiscal 2022. 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 or mitigate liabilities or risks associated with the acquisition, such as differing or inadequate cybersecurity and data privacy protection controls or contractual limitations of liability, 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. 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 each of the fiscal years from 2019 through 2022, 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. 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. 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. 18 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, unfavorable macroeconomic conditions 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. Our goals and disclosures related to environmental, social and governance (ESG) matters expose us to risks that could adversely affect our reputation and performance. We have established and publicly announced ESG goals, including our commitment to reducing our greenhouse gas emissions in accordance with a science-based target and increasing our representation of women in our global workforce and underrepresented minorities in our US workforce. These statements reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Our failure to accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community as well as enforcement authorities. Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control, including the changing regulatory requirements affecting ESG standards or disclosures, our ability to recruit, develop and retain diverse talent in our labor markets, the locations and usage of our products and the implications on their greenhouse gas emissions and the success of our organic growth and acquisitions. Standards for tracking and reporting ESG matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. This may result in a lack of consistent or meaningful comparative data from period to period or between the Company and other companies in the same industry. In addition, our processes and controls may not always comply with evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required of public companies by the Securities and Exchange Commission, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, acquiror or service provider could be negatively impacted. Further, our failure or perceived failure to pursue or fulfill our goals and objectives or to satisfy various reporting standards on a timely basis, or at all, could have similar negative impacts or expose us to government enforcement actions and private litigation. Risks Related to Our Customers and Sales 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. 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 in which do not directly participate. 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 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, 19 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. 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 2023. 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. 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. 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, affirmative action program requirements, or COVID-19 vaccine mandates 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. In response to increasing cybersecurity threats, the U.S. government has subjected IT vendors, including us, to certain additional requirements. As an example, the Executive Order on Improving the Nation’s Cybersecurity (EO 14028), released in May 2021, outlines a one-year plan to address the U.S. government’s software supply chain security for “critical software.” While the potential impact of the Executive Order is still being monitored, we could be categorized as a provider of critical software, which may increase our compliance costs and delay or prevent our ability to execute contracts with customers, including in particular with government entities. 20 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 certain components used in our products. We rely on third parties to manufacture 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: • Impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases such as the ongoing COVID-19 pandemic; • 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; • 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 components in the quantities, quality and manner we require; and 21 • Disruptions due to floods, earthquakes, storms and other natural disasters, especially those caused by climate change, and 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 critical product components has caused us to experience increased prices and extended lead times for certain critical components, such as semiconductors. The shortage could reduce our flexibility to react to product mix changes and disrupt our production schedule. 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, or the supply chain is disrupted, as it has been as a result of the COVID-19 pandemic, 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 material 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. Material 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 material cybersecurity incident or loss of personal information, or other material 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. High-profile cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of geopolitical activities and 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. In this regard, the U.S. government has reported that U.S. sanctions against Russia in response to the war in Ukraine could lead to an increased threat of cyberattacks against U.S. companies. 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 22 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. For example, since the effective date of the EU’s General Data Privacy Regulation in 2018, the Court of Justice of the European Union has issued rulings that have impacted how multinational companies must implement that law and the European Commission (EC) has published new regulatory requirements relating to cross-border data transfers applicable to multinational companies like NetApp. NetApp relies on a variety of compliance methods to transfer personal data of European Economic Area (EEA) individuals to other countries, including Binding Corporate Rules and Standard Contractual Clauses (SCCs). In June 2021, the EC imposed new SCC requirements which impose certain contract and operational requirements on NetApp and its contracting parties, including requirements related to government access transparency, enhanced data subject rights, and broader third-party assessments to ensure safeguards necessary to protect personal data transferred from NetApp or its partners to countries outside the EEA. To the extent NetApp relies on SCCs, such engagements will require new contractual arrangements under the updated requirements to avoid limitations on NetApp’s ability to process EEA data in countries outside of the EEA. In addition to the EU’s General Data Privacy Regulation, other global governments have adopted new privacy and data protection laws. In particular, the UK’s exit from the EU has resulted in a parallel comprehensive privacy law known as the UK General Data Protection Regulation, which is similarly supplemented by other domestic data protection laws, such as the UK Data Protection Act 2018. 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 23 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. 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, including class actions, 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, UK General Data Protection Regulation, which provides for penalties up to 15 million Pounds or four percent of our annual global revenue, the California Consumer Privacy Act and the California Privacy Rights Act, and other U.S. state-based regulation. 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. 24 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, including most recently to Russia, Belarus and portions of Ukraine. These regulations have caused the Company to stop selling or servicing our products temporarily in restricted areas, such as Russia, Belarus and portions of Ukraine. 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 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 enterprise storage and data management, cloud storage and cloud operations 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 25 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 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. In addition, many of our products use open-source software. Such open-source software generally does not provide any warranty or contractual protection, and may be susceptible to attack from bad actors. Further, open-source software may contain vulnerabilities, which may or may not be known at the time of our inclusion of the software in a product. If a vulnerability in such software is successfully exploited, we could be subject to damages including remediation costs, reputational damage and lost revenues. Our failure to adjust to emerging standards may harm our business. Emerging standards 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 fourth quarter of our fiscal year; 26 • 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 29, 2022, 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 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. 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 as well as the timing of future supply of product components. 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, including delaying delivery and increasing the cost of critical product components, 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 27 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, droughts, 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. As a result of climate change, we expect the frequency and impact of such natural disasters or other material disruptions to increase. 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 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 in whole or in part, 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. Beginning in our fiscal 2023, the Tax Cuts and Jobs Act of 2017 (TCJA) eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize them pursuant to IRC Section 174. Although Congress is considering legislation that would defer the amortization requirement to later years, we have no assurance that the provision will be repealed or otherwise modified. If the requirement is not modified, it will materially increase our effective tax rate. Changes in U.S. corporate tax law are currently being considered by the U.S. Congress and if certain of 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. 28 Item 1B. Unresolved Staff Comments Not applicable. Item 2. Properties We owned or leased, domestically and internationally, the following properties as of April 29, 2022. 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 lease approximately 0.3 million square feet of office space for our corporate headquarters located in San Jose, California. The San Jose site supports research and development, corporate general administration, sales and marketing, global services and operations. We lease approximately 1.2 million square feet in 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 17 – Commitments and Contingencies of the Notes to Consolidated Financial Statements. Item 4. Mine Safety Disclosures Not applicable. 29 PART II 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. 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 2022 Fiscal 2021 High Low High Low $ $ $ $ 84.19 $ 94.69 $ 96.81 $ 96.82 $ 73.30 $ 78.05 $ 82.50 $ 58.83 $ 49.65 $ 48.94 $ 70.64 $ 78.77 $ 39.81 40.08 43.92 58.83 As of June 1, 2022 there were approximately 461 holders of record of our common stock. Dividends The Company paid cash dividends of $0.50 per outstanding common share in each quarter of fiscal 2022 for an aggregate of $446 million, $0.48 per outstanding common share in each quarter of fiscal 2021 and fiscal 2020 for an aggregate of $427 million and $439 million, respectively. In the first quarter of fiscal 2023, the Company declared a cash dividend of $0.50 per share of common stock, payable on July 27, 2022 to shareholders of record as of the close of business on July 8, 2022. 30 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 29, 2022. 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 28, 2017 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 $ $ $ $ 100.00 $ 100.00 $ 100.00 $ 100.00 $ April 2018 April 2019 April 2020 April 2021 April 2022 171.89 $ 114.20 $ 125.28 $ 116.43 $ 187.52 $ 128.28 $ 152.70 $ 142.62 $ 116.49 $ 126.28 $ 175.04 $ 163.10 $ 209.35 $ 189.28 $ 278.43 $ 290.03 $ 210.14 189.68 283.70 330.01 We believe that a number of factors may cause the market price of our common stock to fluctuate significantly. See Item 1A. – Risk Factors. 31 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 29, 2022: Period January 29, 2022 - February 25, 2022 February 26, 2022 - March 25, 2022 March 26, 2022 - April 29, 2022 Total Total Number of Shares Purchased (Shares in thousands) Average Price Paid per Share 318 $ 824 $ 1,919 $ 3,061 $ 88.74 83.94 79.51 81.66 Total Number of Shares Purchased as Part of Publicly Announced Program (Shares in thousands) Approximate Dollar Value of Shares That May Yet Be Purchased Under The Repurchase Program (Dollars in millions) 344,504 $ 345,328 $ 347,247 $ 474 1,405 1,252 In May 2003, our Board of Directors approved a stock repurchase program. As of April 29, 2022, our Board of Directors had authorized the repurchase of up to $15.1 billion of our common stock. Since inception of the program through April 29, 2022, we repurchased a total of 347 million shares of our common stock for an aggregate purchase price of $13.9 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. 32 Item 6. [Reserved] 33 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 gives 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 public cloud services, and hybrid cloud solutions. Building on a rich history of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments. No matter where a customer’s data is or how the business uses it, NetApp helps to bring it together in a data fabric. For nearly three decades, NetApp has supported customers to accelerate their unique data fabrics and extend their workflows into a hybrid cloud environment with the right tools and right capabilities. As our products and solutions portfolios evolve, market dynamics change, and management continues to assess our largest opportunities, we periodically change how we manage our business. As of the end of our first quarter of fiscal 2022, our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, realigned internal reporting and began using financial information for components of our business, organized based on category of product/solution, to evaluate performance and allocate resources. This resulted in the creation of two reportable segments for financial reporting purposes: Hybrid Cloud and Public Cloud. Our CODM measures the performance of each segment based on segment revenue and segment gross profit. Hybrid Cloud offers a portfolio of storage management and infrastructure solutions that help customers recast their data centers with the power of cloud. This portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. We offer a broad portfolio of cloud- connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services. Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage and data services, and cloud operations services. Our enterprise-class solutions and services enable customers to control and manage storage 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 AWS. Global Business Environment Macroeconomic Conditions Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad could result in adverse macroeconomic conditions, including inflation, slower growth or recession. In particular, in fiscal 2022, we experienced inflationary pressure and constraints in our supply chain. Supply chain constraints, particularly in the second half of fiscal 2022, led to higher product component and freight costs which increased our cost of revenues. Supply chain constraints also delayed our ability to fulfill certain customer orders during the fiscal year. Given the uncertainties that exist in the broader technology supply chain, we are continuing to invest in inventory and certain longer-term commitments to help mitigate the impact of supply shortages. If these macroeconomic uncertainties or supply chain challenges persist or worsen in fiscal 2023, we may observe reduced customer demand for our offerings, increased competition for critical components, challenges fulfilling certain customer orders or continued increases in component and freight costs which could impact our operating results, including our ability to achieve historical levels of revenue growth. COVID-19 The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in many 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 limited business 34 travel. As a result of COVID-19, we continued to observe certain customers delaying purchases of our products and services, while other customers accelerated or placed new orders to address the demands of remote working and digital business. Russia Sanctions Beginning in February 2022, in response to Russian military actions in Ukraine, the U.S. and other countries imposed sanctions on Russia, and we suspended business operations, including sales, support on existing contracts and professional services, in Russia and Belarus. The impact of these actions was not significant to our fiscal 2022 financial results. However, their ultimate magnitude and duration remain uncertain, and we will continue to closely monitor their potential impacts to our business. The magnitude and duration of the disruption to our business, and impact to our operational and financial performance of the factors above remain uncertain. Refer to Item 1A. – Risk Factors for the significant risks we have identified related to the global business environment. 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): 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 April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ $ $ $ $ $ 6,318 $ 4,220 $ 67 % 1,157 $ 18 % 158 $ 937 $ 4.09 $ 1,211 $ 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 April 29, 2022 April 30, 2021 $ 4,232 $ 4,003 • Net revenues: Our net revenues increased 10% in fiscal 2022 compared to fiscal 2021, due to an increase in both product revenues and services revenues, with the latter primarily driven by an increase in public cloud revenues. • Gross profit margin percentage: Our gross profit margin as a percentage of net revenues increased less than one percentage point in fiscal 2022 compared to fiscal 2021 primarily due to a slight increase in gross profit margins on product revenues. • Income from operations as a percentage of net revenues: Our income from operations as a percentage of net revenues increased by less than one percentage point in fiscal 2022 compared to fiscal 2021, primarily due to a slightly higher gross profit margin percentage and lower sales and marketing, research and development, and general and administrative expenses as a percentage of net revenues, partially offset by the gain on sale of certain properties in fiscal 2021 that did not recur in fiscal 2022. • Provision for income taxes: Our provision for income taxes decreased in fiscal 2022 compared to fiscal 2021 primarily due to one-time benefits in fiscal 2022 related to the prepayment of certain intercompany expenses. • Net income and Diluted net income per share: The increase in both net income and diluted net income per share in fiscal 2022 compared to fiscal 2021 reflect the factors discussed above. Higher net income and increased share repurchases in fiscal year 2022 compared to fiscal 2021 favorably impacted diluted net income per share. • Operating cash flows: Operating cash flows decreased by 8% in fiscal 2022 compared to fiscal 2021, primarily reflecting the timing of accounts receivables billings and collections and employee compensation payments, partially offset by higher net income. • Deferred revenue and financed unearned services revenue: Total deferred revenue and financed unearned services revenue increased $229 million, or 6%, as of fiscal 2022 compared to fiscal 2021 due to an increase in the aggregate contract value under software and hardware support contracts, primarily reflecting a higher mix of all-flash systems which carry a higher support dollar content than our other products. 35 Stock Repurchase Program and Dividend Activity During fiscal 2022, we repurchased approximately 7 million shares of our common stock at an average price of $84.49 per share, for an aggregate purchase price of $600 million. We also declared aggregate cash dividends of $2.00 per share in fiscal 2022, for which we paid a total of $446 million. Acquisitions On May 20, 2022, in the first quarter of fiscal 2023, we acquired all the outstanding shares of privately-held Instaclustr, Inc., a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as a service, for approximately $500 million. On February 18, 2022, we acquired all the outstanding shares of privately-held NeurOps Inc. (which operated under the name "Fylamynt"), for approximately $27 million. Fylamynt is an innovative CloudOps automation technology company that enables customers to build, run, manage and analyze workflows securely in any cloud with little to no code. On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., (CloudCheckr) for approximately $347 million. CloudCheckr is a leading cloud optimization platform that provides cloud visibility and insights to lower costs, maintain security and compliance, and optimize cloud resources. On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc., a provider of managed platforms for big data processing and cloud analytics, for approximately $15 million. Restructuring Events During fiscal 2022, we executed several restructuring plans and recognized expenses totaling $33 million consisting primarily of lease termination fees, office relocation costs, and employee severance-related costs. 36 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 2022, which ended on April 29, 2022, and fiscal year 2020, which ended on April 24, 2020 were both 52-week years. Fiscal year 2021, which ended on April 30, 2021 was a 53-week year, with 14 weeks included in its first quarter and 13 weeks in each subsequent quarter. 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 Services Net revenues Cost of revenues: Cost of product Cost of 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, 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): 2022 Fiscal Year 2021 2020 52 % 48 100 25 9 67 29 14 4 1 — — 48 18 (1 ) 17 3 15 % 52 % 48 100 25 9 66 30 15 4 1 — (3 ) 48 18 (1 ) 17 4 13 % 55 % 45 100 25 8 67 29 16 5 — — (1 ) 49 17 — 17 2 15 % Net revenues 2022 2021 % Change 2020 % Change $ 6,318 $ 5,744 10 % $ 5,412 6 % Fiscal Year The increase in net revenues for fiscal 2022 compared to fiscal 2021 was due to an increase in both product revenues and services revenues, with revenues increasing despite the additional week in fiscal 2021. Product revenues and services revenues as a percentage of net revenues both remained relatively consistent in fiscal 2022 compared to fiscal 2021. The increase in net revenues for fiscal 2021 compared to fiscal 2020 was primarily due to an increase in services 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. Sales through our indirect channels represented 77%, 77% and 79% of net revenues in fiscal 2022, 2021 and 2020, respectively. The following customers, each of which is a distributor, accounted for 10% or more of net revenues: 37 Arrow Electronics, Inc. Tech Data Corporation Product Revenues (in millions, except percentages): Product revenues Hardware (Non-GAAP) Software (Non-GAAP) Hybrid Cloud 2022 24 % 21 % Fiscal Year 2021 24 % 20 % 2020 25 % 21 % Fiscal Year 2022 2021 % Change 2020 % Change $ 3,284 $ 1,358 1,926 2,991 1,355 1,636 10 % $ — % 18 % 2,995 1,541 1,454 — % (12 )% 13 % Product revenues are derived through the sale of our Hybrid Cloud 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. In order to provide visibility into the value created by our software innovation and R&D investment, we disclose the software and hardware components of our product revenues. Software product revenues includes the OS software and optional add-on software solutions attached to our systems across our entire product set, while hardware product revenues include the non-software component of our systems across the entire set. Because our revenue recognition policy under 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. Total product revenues increased in fiscal 2022 compared to fiscal 2021, primarily driven by an increase in sales of all-flash array systems and, to a lesser extent, an increase in sales of StorageGrid, partially offset by a decrease in sales of NetApp HCI. Supply chain challenges related to the COVID-19 pandemic impeded our ability to fulfill certain customer orders in fiscal 2022, particularly in the fourth quarter. Total product revenues were relatively flat in fiscal 2021 compared to fiscal 2020, suffering from less favorable macroeconomic conditions through most of fiscal 2021, in part due to the economic uncertainty caused by the COVID-19 pandemic, but then improving in the last quarter of fiscal 2021. Sales of all-flash array systems increased in fiscal 2021, 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. Revenues from the hardware component of product revenues represented 41%, 45% and 51% of product revenues in fiscal 2022, 2021 and 2020, respectively. The software component of product revenues represented 59%, 55% and 49% of product revenues in fiscal 2022, 2021 and 2020, respectively. The increase in the software component percentage of product revenues in both fiscal 2022 and fiscal 2021 is primarily due to a higher mix of all-flash array systems sales, which contain a higher proportion of software components than other Hybrid Cloud products. Services Revenues (in millions, except percentages): Services revenues Support Professional and other services Public cloud Hybrid Cloud Fiscal Year 2022 2021 % Change 2020 % Change $ 3,034 $ 2,344 294 396 2,753 2,277 277 199 10 % $ 3 % 6 % 99 % 2,417 2,114 241 62 14 % 8 % 15 % 221 % Hybrid Cloud services revenues are derived from the sale of: (1) support, which includes both hardware and software support contracts (the latter of which entitle customers to receive unspecified product upgrades and enhancements, bug fixes and patch releases), and (2) professional and other services, which include customer education and training. 38 Support revenues increased in fiscal 2022 compared to fiscal 2021, despite an extra week in the first quarter of fiscal 2021 that contributed approximately $40 million of additional revenues in that period. The increase is primarily due to a higher mix of all-flash systems, which carry a higher support dollar content than our other products, in the current year. The increase in fiscal 2021 compared to fiscal 2020 was partially due to the additional week in that period. Both periods benefitted from a higher aggregate contract value of the installed base under support contracts. Professional and other services revenues increased in fiscal 2022 compared to fiscal 2021 primarily due to an increase in demand from increased product sales. The increase in fiscal 2021 compared to fiscal 2020 was primarily due to the additional week in that period and general increase in customer demand for such services. Public Cloud Public Cloud revenues are derived from the sale of public cloud offerings primarily delivered as-a-service, which include cloud storage and data services, and cloud operations services. Public Cloud revenues increased in fiscal 2022 and fiscal 2021 compared to the respective prior years primarily due to growing customer demand for NetApp's diversified cloud offerings, coupled with overall growth in the cloud market, and the acquisition of Spot, Inc. (Spot) late in the first quarter of fiscal 2021. Fiscal 2022 also benefitted from the acquisition of CloudCheckr early in the third quarter of that year. 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 2022 Fiscal Year 2021 2020 55 % 31 % 14 % 54 % 31 % 15 % 53 % 32 % 15 % Americas revenues consist of sales to Americas commercial and United States (U.S.) public sector markets. Demand across geographies was relatively consistent across all periods presented. Cost of Revenues Our cost of revenues consists of: (1) cost of product revenues, composed of (a) cost of Hybrid Cloud product revenues, which includes the costs of manufacturing and shipping our products, inventory write-downs, and warranty costs, and (b) unallocated cost of product revenues, which includes stock-based compensation and amortization of intangibles, and; (2) cost of services revenues, composed of (a) cost of support revenues, which includes the costs of providing support activities for hardware and software support, global support partnership programs, and third party royalty costs, (b) cost of professional and other services revenues, (c) cost of public cloud revenues, constituting the cost of providing our Public Cloud offerings which includes depreciation and amortization expense and third party datacenter fees, and (d) unallocated cost of services revenues, which includes stock-based compensation and amortization of intangibles. Cost of Product Revenues (in millions, except percentages): Cost of product revenues Hybrid Cloud Unallocated Hybrid Cloud Fiscal Year 2022 2021 % Change 2020 % Change $ 1,554 $ 1,541 13 1,432 1,402 30 9 % $ 10 % (57 )% 1,368 1,326 42 5 % 6 % (29 )% 39 Cost of Hybrid Cloud product revenues represented 47%, 47% and 44% of Hybrid Cloud product revenues in fiscal 2022, 2021 and 2020, respectively. Materials costs represented 93%, 91% and 89% of cost of Hybrid Cloud product revenues in fiscal 2022, 2021 and 2020, respectively. Materials costs increased by approximately $156 million in fiscal 2022 compared to fiscal 2021 reflecting the increase in product revenues in the current year period, the mix of systems sold, and higher component and freight costs as a result of COVID-19 related supply chain challenges. Excess and obsolete inventory reserves were lower in fiscal 2022 compared to fiscal 2021. Hybrid Cloud product gross margins remained relatively flat in fiscal 2022 compared to fiscal 2021 despite the increase in component and freight costs, which were offset primarily by a higher mix of all-flash array systems sales, which have higher margins than hybrid systems. We anticipate the increase in component and freight costs related to supply chain challenges will continue to impact gross margins into fiscal year 2023. 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. Hybrid Cloud product gross margins decreased by two percentage points in fiscal 2021 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. Unallocated Unallocated cost of product revenues decreased in fiscal 2022 and in fiscal 2021 compared to the prior year of each respective period due to certain intangible assets becoming fully amortized in the second half of fiscal 2021. Cost of Services Revenues (in millions, except percentages): Cost of services revenues Support Professional and other services Public cloud Unallocated Hybrid Cloud $ 2022 2021 544 $ 184 205 118 37 497 201 206 65 25 Fiscal Year % Change 2020 % Change 9 % $ (8 )% — % 82 % 48 % 421 188 188 35 10 18 % 7 % 10 % 86 % 150 % Cost of Hybrid Cloud services revenues, which are composed of the costs of support and professional and other services, decreased in fiscal 2022 compared to fiscal 2021 and increased in fiscal 2021 compared to fiscal 2020. Cost of Hybrid Cloud services revenues represented 15%, 16% and 16% of Hybrid Cloud services revenues in fiscal 2022, 2021 and 2020, respectively. Hybrid Cloud support gross margins increased by one percentage point in fiscal 2022 compared to fiscal 2021 due to growth in support revenues achieved with a consistent cost base. Hybrid Cloud support gross margins remained relatively flat in fiscal 2021 compared to fiscal 2020. Hybrid Cloud professional services gross margins increased by five percentage points in fiscal 2022 compared to fiscal 2021 and increased four percentage points in fiscal 2021 compared to fiscal 2020. The increases in both periods are primarily due to the mix of services provided. Public Cloud Cost of Public Cloud revenues increased in fiscal 2022 and in fiscal 2021 compared to the respective prior years, reflecting the ongoing growth in Public Cloud revenues in each period. Public Cloud gross margins increased by three percentage points in fiscal 2022 compared to fiscal 2021 and twenty- four percentage points in fiscal 2021 compared to fiscal 2020, reflecting efficiencies from scaling our Public Cloud segment. Unallocated Unallocated cost of services revenues increased in fiscal 2022 and in fiscal 2021 compared to the respective prior years, due to our acquisitions of CloudCheckr in the third quarter of fiscal 2022 and Spot in the first quarter of fiscal 2021, which resulted in higher amortization expense from acquired intangible assets. 40 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 2022 totaled $3,017 million, or 48% of net revenues, representing a decrease of two percentage points compared to fiscal 2021. 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. 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 $74 million, or 4%, during fiscal 2022 compared to fiscal 2021, primarily due to higher salaries, benefits and stock-based compensation expenses, reflecting a 3% increase in average headcount. This increase was partially offset by lower incentive compensation expense. Total compensation costs for fiscal 2021 includes the impact of an additional week in the first quarter of fiscal 2021. 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. Sales and Marketing (in millions, except percentages): Sales and marketing expenses $ 1,857 $ 1,744 6 % $ 1,585 10 % 2022 2021 Fiscal Year % Change 2020 % Change 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 2022 to Fiscal 2021 Fiscal 2021 to Fiscal 2020 4 1 — 1 — 6 9 3 1 (4 ) 1 10 The increase in compensation costs in fiscal 2022 compared to fiscal 2021 reflected an increase in average headcount of approximately 5%, partially offset by the impact of one less week in fiscal 2022. The expansion of our sales and marketing teams are expected to support our ability to execute on key market opportunities. The increase in commissions expense in fiscal 2022 primarily reflected the increase in the average headcount of our sales team compared to fiscal 2021, partially offset by slightly lower attainment against sales goals than in fiscal 2021. Advertising and marketing promotional expense remained relatively flat in fiscal 2022 compared to fiscal 2021, and increased in fiscal 2021 compared to fiscal 2020 primarily due to higher spending levels on certain projects executed in fiscal 2021. Travel and entertainment expenses increased slightly in fiscal 2022 compared to fiscal 2021 as travel restrictions related to the COVID-19 pandemic eased. 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. Travel and entertainment spend decreased significantly in fiscal 2021 compared to fiscal 2020 due to the COVID-19 pandemic. 41 Research and Development (in millions, except percentages): Research and development expenses 2022 2021 % Change 2020 % Change $ 881 $ 881 — % $ 847 4 % 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 2022 to Fiscal 2021 Fiscal 2021 to Fiscal 2020 (1 ) 1 — — — 7 (1 ) (1 ) (1 ) 4 The decrease in compensation costs for fiscal 2022 compared to fiscal 2021 was primarily due to lower incentive compensation expense, while average headcount was relatively consistent in each period. Compensation costs for fiscal 2022 also reflected the impact of one less week in fiscal 2022. The increase in development projects and outside services during fiscal 2022 compared to fiscal 2021 was primarily due to the higher spending on certain engineering projects. 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 COVID-19 pandemic. General and Administrative (in millions, except percentages): General and administrative expenses $ 279 $ 257 9 % $ 263 (2 )% 2022 2021 Fiscal Year % Change 2020 % Change 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 the total change): Compensation costs Professional and legal fees and outside services Litigation settlement Facilities and IT support costs Other Total change Fiscal 2022 to Fiscal 2021 Fiscal 2021 to Fiscal 2020 4 4 — (1 ) 2 9 9 (14 ) 2 1 — (2 ) The increase in compensation costs in fiscal 2022 compared to fiscal 2021 were primarily attributable to a 4% increase in average headcount and higher stock-based compensation expense, which was partially offset by lower incentive compensation expense and the impact of one less week in fiscal 2022. The increases in professional and legal fees and outside services expense in fiscal 2022 were primarily due to higher spending on business transformation projects and an increase in legal fees. During 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 decreases in facilities and IT support costs were primarily due to lower spending levels on IT projects. 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. 42 Restructuring Charges (in millions, except percentages): Restructuring charges 2022 2021 Fiscal Year % Change 2020 % Change $ 33 $ 42 (21 )% $ 21 100 % In an effort to reduce our cost structure and redirect resources to our highest return activities, in fiscal years 2022, 2021 and 2020, we initiated a number of business realignment plans designed to streamline our business and focus on key strategic opportunities. These plans resulted in aggregate reductions of our global workforce of approximately 1% in fiscal 2022, 6% in fiscal 2021 and 2% in fiscal 2020, and aggregate charges of $33 million, $42 million and $21 million, respectively, consisting primarily of employee severance costs. The aggregate charges in fiscal 2022 also included legal and tax-related consulting fees associated with our plan to establish an international headquarters in Cork, Ireland. See Note 12 – 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 NM - Not Meaningful 2022 2021 % Change 2020 % Change $ 13 $ 16 (19 )% $ — NM Fiscal Year We incurred $13 million and $16 million of acquisition-related expenses in fiscal 2022 and fiscal 2021, respectively, primarily legal and consulting fees associated with our acquisition and subsequent integration of CloudCheckr and Spot, respectively. Gain on Sale or Derecognition of Assets (in millions, except percentages): Gain on sale or derecognition of assets 2022 2021 % Change 2020 % Change $ — $ (156 ) (100 )% $ (38 ) 311 % 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 August 2019, we completed the sale of certain land located in Sunnyvale, California 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. Other Expense, Net (in millions, except percentages) The components of other expense, net were as follows: Interest income Interest expense Other, net Total NM - Not Meaningful Fiscal Year 2022 2021 % Change 2020 % Change $ $ 7 $ (73 ) 4 (62 ) $ 9 (74 ) (4 ) (69 ) (22 )% $ (1 )% (200 )% NM $ 48 (55 ) 6 (1 ) (81 )% 35 % (167 )% NM Interest income decreased during fiscal 2022 and fiscal 2021 compared to the respective prior years due to both a reduction in the size of our investment portfolio and lower yields earned on the investments. Interest expense remained flat in fiscal 2022 compared to fiscal 2021 as the aggregate principal amount of our outstanding Senior Notes remained consistent. 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. The differences in other, net during fiscal 2022 as compared to fiscal 2021 are partially due to foreign exchange gains and losses year-over-year. In fiscal 2021, other, 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. 43 Provision for Income Taxes (in millions, except percentages): Provision for income taxes $ 158 $ 232 (32 )% $ 125 86 % Our effective tax rate for fiscal 2022 was 14% compared to an effective tax rate of 24% for fiscal 2021. Our effective tax rate for fiscal 2022 was lower than the prior year primarily due to the inclusion of one-time benefits related to the prepayment of certain intercompany expenses. Additionally, the fiscal 2021 tax provision included the impact of taxes resulting from the integration of certain acquired companies. Our effective tax rate for fiscal 2020 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. 2022 2021 Fiscal Year % Change 2020 % Change 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 (used in) provided by investing activities Net cash (used in) provided by financing activities Effect of exchange rate changes on cash, cash equivalents and restricted cash Net change in cash, cash equivalents and restricted cash April 29, 2022 April 30, 2021 $ $ 4,134 $ 2,650 $ 4,596 2,650 Fiscal Year 2022 2021 $ $ 1,211 $ (561 ) (1,017 ) (49 ) (416 ) $ 1,333 21 444 71 1,869 As of April 29, 2022, our cash, cash equivalents and short-term investments totaled $4.1 billion, reflecting a decrease of $462 million from April 30, 2021. During fiscal 2022, we generated $1.2 billion of cash from operating activities, offset by $600 million used to repurchase shares of our common stock, $446 million used for the payment of dividends, $226 million in purchases of property and equipment, and $380 million, net of cash acquired, used for the acquisition of three privately-held companies. Net working capital was $2.0 billion as of April 29, 2022, a reduction of $557 million when compared to April 30, 2021. The reduction in net working capital is partially due to the reclassification of $250 million principal amount of our senior notes from long-term to current liabilities in fiscal 2022. Cash Flows from Operating Activities During fiscal 2022, we generated cash from operating activities of $1.2 billion, reflecting net income of $937 million, adjusted by non-cash depreciation and amortization of $194 million and non-cash stock-based compensation expense of $245 million. Significant changes in assets and liabilities during fiscal 2022 included the following: • • • • Accounts receivable increased $313 million, primarily reflecting less favorable shipping linearity in the fourth quarter of fiscal 2022 compared to the fourth quarter of fiscal 2021. Deferred revenue and financed unearned services increased by $384 million, due to an increase in the aggregate contract value under software and hardware support contracts, primarily reflecting a higher mix of all-flash systems which carry a higher support dollar content than our other products. Accounts payable increased by $181 million, primarily due to higher inventory purchase levels in fiscal 2022, and the timing of inventory purchases during the fourth quarter of each year. Accrued expenses decreased by $111 million, primarily reflecting a reduction of income tax liabilities, and a decrease in accruals for incentive compensation and commissions plans. 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. 44 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 contracts. Accrued expenses increased $134 million, primarily due to higher accruals for incentive compensation plans. 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, shipping 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 2022, we generated $45 million primarily from maturities of investments in available-for-sale securities, net of purchases, and paid $226 million for capital expenditures. We paid $380 million, net of cash acquired, for three privately-held companies. 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, net of cash acquired, for two privately-held companies and $162 million for capital expenditures. Cash Flows from Financing Activities During fiscal 2022, cash flows used in financing activities totaled $1.0 billion and include $600 million for the repurchase of approximately seven million shares of common stock and $446 million for the payment of dividends. 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. 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 29, 2022 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 29, 2022 April 30, 2021 $ $ 4,112 $ 22 4,134 $ 4,529 67 4,596 45 As of April 29, 2022 and April 30, 2021, $2.3 billion and $2.5 billion, respectively, 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 $1.8 billion and $2.1 billion, respectively, were available in the U.S. 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. In the ordinary course of business, we engage in periodic reviews of opportunities to invest in or acquire companies or units in companies to expand our total addressable market, leverage technological synergies and establish new streams of revenue, particularly in our Public Cloud Segment. 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 29, 2022. 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 29, 2022 (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 8 – 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 29, 2022. 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 29, 2022, we were compliant with all associated covenants in the agreement. No amounts were drawn against this credit facility during any of the periods presented. 46 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 2023 to be between $250 million and $300 million. Dividends and Stock Repurchase Program On May 27, 2022, we declared a cash dividend of $0.50 per share of common stock, payable on July 27, 2022 to holders of record as of the close of business on July 8, 2022. As of April 29, 2022, our Board of Directors had authorized the repurchase of up to $15.1 billion of our common stock under our stock repurchase program. 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 29, 2022, we repurchased a total of 347 million shares of our common stock at an average price of $39.95 per share, for an aggregate purchase price of $13.9 billion. As of April 29, 2022, the remaining authorized amount for stock repurchases under this program was $1.3 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 $1.2 billion at April 29, 2022, of which $0.9 billion is due in fiscal 2023, 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 $59 million and $102 million of receivables during fiscal 2022 and 2021, 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 29, 2022 and April 30, 2021, 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 29, 2022, 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. 47 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 17 – Commitments and Contingencies of the Notes to Consolidated Financial Statements. 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 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 (cid:0) We evaluate whether products and services promised in our contracts with customers are distinct performance obligations that should be accounted for separately versus together. (cid:0) 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. (cid:0) 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. (cid:0) 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. (cid:0) 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. (cid:0) 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 maintain SSPs. Changes in SSPs could result in different and unanticipated allocations of revenue in contracts with multiple performance obligations. These factors, among others, may adversely impact the amount of revenue and gross margin we report in a particular period. 48 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 (cid:0) 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. (cid:0) 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 related to technological developments, new product introductions, 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. (cid:0) We make commitments to our third-party contract manufacturers and other suppliers to manage lead times and meet product forecasts and to other parties 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. to purchase various key components used in (cid:0) 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 purchase commitments, including incremental commitments made in response to recent developments in the broader technology supply chain, which would adversely impact our operating results. Goodwill and Purchased Intangible Assets 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 one of our reporting units 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. During the first quarter of fiscal 2022, we allocated goodwill to our segments and reporting units using a relative fair value approach and as a result, we performed an interim quantitative goodwill impairment test and determined the fair value of each of our reporting units substantially exceeded its carrying amount, therefore, there was no impairment of goodwill. For our annual goodwill impairment test in the fourth quarter of fiscal 2022, we performed a qualitative test which did not result in any goodwill impairment charges. To date, the impacts of the COVID-19 pandemic have not significantly adversely affected the fair value of our reporting units. 49 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 (cid:0) 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. (cid:0) 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 macroeconomic and market conditions caused by the COVID-19 pandemic have increased the level of uncertainty and subjectivity of certain management assumptions and estimates. (cid:0) 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 units and assets. (cid:0) 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 units 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. 50 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 (cid:0) Our income tax provision is based on existing tax law and advanced pricing agreements or letter rulings we have with various tax authorities. (cid:0) 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. (cid:0) 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. (cid:0) 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. (cid:0) 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. (cid:0) 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. 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. Interest Rate Risk Fixed Income Investments — As of April 29, 2022, we had fixed income debt investments of $22 million and certificates of deposit of $71 million. Our fixed income debt 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 fixed income debt investments, which consist primarily of corporate bonds and U.S. Treasury and government debt securities, and our 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 29, 2022 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 29, 2022 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 51 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 8 – 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 29, 2022, 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 12 months or less. See Note 11 – Derivatives and Hedging Activities of the Notes to Consolidated Financial Statements for more information regarding our derivatives and hedging activities. 52 Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Balance Sheets as of April 29, 2022 and April 30, 2021 Consolidated Statements of Income for the years ended April 29, 2022, April 30, 2021 and April 24, 2020 Consolidated Statements of Comprehensive Income for the years ended April 29, 2022, April 30, 2021 and April 24, 2020 Consolidated Statements of Cash Flows for the years ended April 29, 2022, April 30, 2021 and April 24, 2020 Consolidated Statements of Stockholders’ Equity for the years ended April 29, 2022, April 30, 2021 and April 24, 2020 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 54 55 56 57 58 59 89 53 NETAPP, INC. CONSOLIDATED BALANCE SHEETS (In millions, except par value) ASSETS April 29, 2022 April 30, 2021 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 Current portion of long-term debt 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 17) Stockholders' equity: Preferred stock, $0.001 par value, 5 shares authorized; no shares issued or outstanding as of April 29, 2022 or April 30, 2021 Common stock and additional paid-in capital, $0.001 par value, 885 shares authorized; 220 and 222 shares issued and outstanding as of April 29, 2022 and April 30, 2021, respectively Retained earnings Accumulated other comprehensive loss Total stockholders' equity Total liabilities and stockholders' equity $ $ $ $ 4,112 $ 22 1,230 204 377 5,945 602 2,346 142 991 10,026 $ 607 $ 925 250 2,171 3,953 2,386 788 2,061 9,188 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 — — 760 122 (44 ) 838 10,026 $ 504 211 (30 ) 685 9,360 See accompanying notes to consolidated financial statements. 54 NETAPP, INC. CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) Revenues: Product Services Net revenues Cost of revenues: Cost of product Cost of 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, 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ $ $ 3,284 $ 3,034 6,318 1,554 544 2,098 4,220 1,857 881 279 33 13 — 3,063 1,157 (62 ) 1,095 158 937 $ 4.20 $ 4.09 $ 223 229 2,991 $ 2,753 5,744 1,432 497 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 2,417 5,412 1,368 421 1,789 3,623 1,585 847 263 21 — (38 ) 2,678 945 (1 ) 944 125 819 3.56 3.52 230 233 See accompanying notes to consolidated financial statements. 55 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME NETAPP, INC. (In millions) Net income Other comprehensive (loss) 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 (losses) 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 (loss) income Comprehensive income April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ 937 $ 730 $ 819 (17 ) 3 — — (1 ) — 8 (7 ) (14 ) 923 $ 15 (3 ) — — — — (11 ) 11 12 742 $ (8 ) 3 (2 ) 1 22 (14 ) 5 (6 ) 1 820 $ See accompanying notes to consolidated financial statements. 56 NETAPP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) April 29, 2022 Year Ended April 30, 2021 April 24, 2020 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 (used in) 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 (used in) provided by financing activities Effect of exchange rate changes on cash, cash equivalents and restricted cash Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash: $ 937 $ 730 $ 194 55 245 (144 ) — (54 ) (313 ) (90 ) (21 ) 181 (111 ) 384 (45 ) (7 ) 1,211 (18 ) 63 (226 ) — (380 ) — (561 ) 105 (74 ) (600 ) — — — (446 ) (2 ) (1,017 ) (49 ) (416 ) 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 Beginning of period End of period $ 4,535 4,119 $ 2,666 4,535 $ See accompanying notes to consolidated financial statements. 57 819 193 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 2,331 2,666 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 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 Net income Other comprehensive loss Issuance of common stock under employee stock award plans, net of taxes Repurchase of common stock Stock-based compensation Cash dividends declared ($2.00 per common share) Balances, April 29, 2022 240 $ — — — 4 (25 ) — — 219 — — 5 (2 ) — — 222 — — 5 (7 ) — — 220 $ 1,133 $ — — — 23 (625 ) 153 (400 ) 284 — — 56 (3 ) 197 (30 ) 504 — — 31 (20 ) 245 — 760 $ — $ 6 819 — — (786 ) — (39 ) — 730 — — (122 ) — (397 ) 211 937 — — (580 ) — (446 ) 122 $ (43 ) $ — — 1 — — — — (42 ) — 12 — — — — (30 ) — (14 ) — — — — (44 ) $ Total 1,090 6 819 1 23 (1,411 ) 153 (439 ) 242 730 12 56 (125 ) 197 (427 ) 685 937 (14 ) 31 (600 ) 245 (446 ) 838 See accompanying notes to consolidated financial statements. 58 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 2022, which ended on April 29, 2022, and fiscal year 2020, which ended on April 24, 2020 were both 52-week years. Fiscal year 2021, ending on April 30, 2021 was a 53-week year, with 14 weeks included in its first quarter and 13 weeks in each subsequent quarter. 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. 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 29, 2022. 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 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). 59 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. Interest capitalized during the periods presented was not material. 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, with the exception of contract assets and liabilities, which beginning in fiscal 2022, we recognize in accordance with our revenue recognition policy as if we had originally executed the customer contract. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date values of the assets acquired and 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 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 two reporting units, which are the same as our two reportable segments. We initially conduct a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. The performance of the quantitative impairment test requires comparing the fair value of each reporting unit to its carrying amount, including goodwill. The fair value of each reporting unit is based on a combination of the income approach and the market approach. 60 Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on discrete forecast periods as well as terminal value determinations, and are derived based on forecasted revenue growth rates and operating margins. These cash flow projections are discounted to arrive at the fair value of each reporting unit. The discount rate used is based on the weighted- average cost of capital of comparable public companies adjusted for the relevant risk associated with business specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows. Under the market approach, we estimate the fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to individual reporting units to determine the carrying amount of each reporting unit. An impairment exists if the fair value of a reporting unit is lower than its carrying amount. The impairment loss is measured based on the amount by which the carrying amount of the reporting unit exceeds its fair value, with the recognized loss not to exceed the total amount of allocated goodwill. The fair value of each 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 materially from actual cash flows and remaining economic life. 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 61 • • • • 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. 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, public cloud services 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 public cloud services either on a subscription basis or a consumption basis. 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 62 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. Our public cloud services are transferred either 1) for subscription arrangements, ratably over the subscription period or 2) for consumption-based arrangements, as actually consumed by the customer. 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. 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. 63 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. Net Income per Share — Basic net income per share is computed by dividing net income 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 In October 2021, the FASB amended certain Topic 805, Business Combinations, guidance to require customer contract assets and liabilities to be recognized consistent with ASC 606 as if the acquiring company had originally executed the acquired company's customer contracts. We early-adopted this guidance in fiscal 2022. The adoption of this update did not have a material impact on our consolidated financial statements. Although there are several other 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, cash flows 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 64 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 2022 Acquisitions Fylamynt Acquisition On February 18, 2022, we acquired all the outstanding shares of privately-held NeurOps Inc. (which operated under the name "Fylamynt") for approximately $27 million in cash, of which $22 million was paid at closing. The purchase price includes $5 million related to an indemnity holdback provision, of which $4 million is expected to be paid within 12 months from the acquisition date. Fylamynt is an innovative CloudOps automation technology company that enables customers to build, run, manage and analyze workflows securely in any cloud with little to no code. The preliminary acquisition-date values of the assets acquired are as follows (in millions): Cash Developed technology Goodwill Total assets acquired Total purchase price CloudCheckr Acquisition $ $ Amount 1 6 20 27 27 On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., (CloudCheckr) for approximately $347 million in cash. CloudCheckr is a leading cloud optimization platform that provides cloud visibility and insights to lower costs, maintain security and compliance, and optimize cloud resources. The acquisition-date 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 intangible assets acquired were as follows (in millions, except useful life): Developed technology Customer contracts/relationships Trade name Total intangible assets Data Mechanics Acquisition Amount 2 76 276 6 360 (13 ) 347 Estimated useful life (years) 5 5 3 $ $ 45 30 1 76 Amount $ $ On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc., a provider of managed platforms for big data processing and cloud analytics headquartered in Paris, France, for approximately $15 million in cash. The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions): 65 Cash Developed technology Goodwill Total assets acquired Liabilities assumed Total purchase price $ $ Amount 1 5 11 17 (2 ) 15 The acquired assets and assumed liabilities of Fylamynt, CloudCheckr and Data Mechanics were recorded at their estimated values. We determined the estimated values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize incremental revenue by offering continuous cost optimization and managed services from our existing capabilities to help customers improve their cloud resources and realize the benefits of cloud faster and at scale. 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 these acquisitions. The goodwill is not deductible for income tax purposes. The results of operations related to the acquisitions of Fylamynt, CloudCheckr and Data Mechanics 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 was not material to our consolidated results of operations. Fiscal 2021 Acquisitions Spot, Inc. Acquisition 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 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 Cloud Jumper Corporation Acquisition Amount $ $ Amount 24 84 249 6 363 (23 ) 340 Estimated useful life (years) 5 5 3 $ $ 53 28 3 84 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 66 $ $ Amount 16 6 12 1 35 (1 ) 34 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. 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 Cognigo Research Ltd. Acquisition $ $ Amount 2 6 4 4 13 29 (6 ) 23 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 5. Goodwill and Purchased Intangible Assets, Net Goodwill activity is summarized as follows (in millions): Balance as of April 24, 2020 Additions Balance as of April 30, 2021 Additions Balance as of April 29, 2022 67 $ $ $ $ Amount 2 26 30 58 (5 ) 53 Amount 1,778 261 2,039 307 2,346 Beginning with the first quarter of fiscal 2022, the Company has two reportable segments: Hybrid Cloud and Public Cloud. As a result, goodwill was allocated to the segments using a relative fair value approach. Goodwill additions of $307 million related to the acquisitions of Fylamynt, CloudCheckr and Data Mechanics have been allocated to our Public Cloud segment. Goodwill by reportable segment as of April 29, 2022 is as follows (in millions): Hybrid Cloud Public Cloud Total goodwill $ $ Amount 1,714 632 2,346 As a result of the realignment, the Company performed an interim quantitative goodwill impairment test for its reporting units as of July 30, 2021, which did not result in any goodwill impairment charges. Purchased intangible assets, net are summarized below (in millions): Developed technology Customer contracts/relationships Other purchased intangibles Total purchased intangible assets Gross Assets $ $ 157 $ 68 4 229 $ April 29, 2022 Accumulated Amortization Net Assets Gross Assets April 30, 2021 Accumulated Amortization Net Assets (65 ) $ (20 ) (2 ) (87 ) $ 92 $ 48 2 142 $ 215 $ 38 3 256 $ (147 ) $ (8 ) — (155 ) $ 68 30 3 101 During fiscal 2022, we retired approximately $114 million of fully amortized developed technology intangible assets. Amortization expense for purchased intangible assets is summarized below (in millions): Developed technology Customer contracts/relationships Other purchased intangibles Total Year Ended April 29, 2022 April 30, 2021 April 24, 2020 Statements of Income Classifications $ $ 33 $ 11 2 46 $ 41 $ 8 — 49 $ 39 Cost of revenues — Operating expenses — Operating expenses 39 As of April 29, 2022, future amortization expense related to purchased intangible assets is as follows (in millions): Fiscal Year 2023 2024 2025 2026 2027 Total 6. Supplemental Financial Information Cash and cash equivalents (in millions): $ $ Amount 47 36 33 18 8 142 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 68 April 29, 2022 April 30, 2021 $ $ 4,112 $ 7 4,119 $ 4,529 6 4,535 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 29, 2022 April 30, 2021 131 $ 73 204 $ April 29, 2022 April 30, 2021 46 $ 353 92 904 316 76 65 1,852 (1,250 ) 602 $ 22 92 114 46 356 83 869 305 93 46 1,798 (1,273 ) 525 $ $ $ $ In April 2021, we sold 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. 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ 148 $ 158 $ 154 April 29, 2022 April 30, 2021 $ $ 362 $ 294 335 991 $ 219 114 361 694 Other non-current assets as of April 29, 2022 and April 30, 2021 include $73 million and $71 million, respectively, for our 49% non-controlling equity interest in Lenovo NetApp Technology Limited (LNTL), a China-based entity that we formed with Lenovo (Beijing) Information Technology Ltd. in fiscal 2019. 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. LNTL is also focused on localizing our products and services, and developing new joint offerings for the China market by leveraging NetApp and Lenovo technologies. Our sales to LNTL are conducted on terms equivalent to those prevailing in an arm’s length transaction. 69 Accrued expenses (in millions): Accrued compensation and benefits Product warranty liabilities Operating lease liabilities Other current liabilities Accrued expenses Product warranty liabilities: April 29, 2022 April 30, 2021 $ $ 462 $ 17 47 399 925 $ 505 21 49 395 970 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 Accrued expenses Other long-term liabilities Total warranty liabilities April 29, 2022 32 $ 13 (19 ) $ 26 April 30, 2021 April 24, 2020 40 41 $ $ 26 13 (25 ) (22 ) 41 32 $ $ April 29, 2022 April 30, 2021 $ $ 17 $ 9 26 $ 21 11 32 Warranty expense recognized 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 Deferred revenue and financed unearned services revenue April 29, 2022 April 30, 2021 131 $ 303 9 257 88 788 $ 127 351 11 71 90 650 $ $ The following table summarizes the components of our deferred revenue and financed unearned services balance as reported in our consolidated balance sheets (in millions): 70 Deferred product revenue Deferred services revenue Financed unearned services revenue Total Reported as: Short-term Long-term Total April 29, 2022 April 30, 2021 31 $ 4,140 61 4,232 $ 2,171 $ 2,061 4,232 $ 59 3,873 71 4,003 2,062 1,941 4,003 $ $ $ $ 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, certain public cloud services and other services. Financed unearned services revenue represents undelivered services for which cash has been received under certain third-party financing arrangements. See Note 17 – Commitments and Contingencies for additional information related to these arrangements. During the years ended April 29, 2022 and April 30, 2021, we recognized revenue of $2,062 million and $1,894 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 29, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that are unsatisfied or partially unsatisfied approximated 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 51% of our deferred revenue and financed unearned services revenue balance in the next 12 months, approximately 23% in the next 13 to 24 months, and the remainder thereafter. Deferred commissions The following table summarizes deferred commissions balances as reported in our consolidated balance sheets (in millions): Other current assets Other non-current assets Total deferred commissions April 29, 2022 April 30, 2021 $ $ 80 $ 117 197 $ 86 111 197 During the years ended April 29, 2022 and April 30, 2021, we recognized amortization expense from deferred commissions of $146 million and $101 million, respectively, and there were no impairment charges recognized. Other expense, net (in millions): Interest income Interest expense Other, net Other expense, net April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 7 $ (73 ) 4 (62 ) $ 9 $ (74 ) (4 ) (69 ) $ 48 (55 ) 6 (1 ) Statements of cash flows additional information (in millions): Supplemental cash flow information related to our operating leases is included in Note 9 – Leases. Non-cash investing and other supplemental cash flow information are presented below: Non-cash Investing and Financing Activities: Capital expenditures incurred but not paid Indemnity holdback related to business combination Supplemental Cash Flow Information: Income taxes paid, net of refunds Interest paid April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ $ $ 22 $ 5 $ 398 $ 67 $ 15 $ — $ 338 $ 57 $ 15 — 276 50 71 7. 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 29, 2022 and April 30, 2021 (in millions): Corporate bonds U.S. Treasury and government debt securities Certificates of deposit Mutual funds Total debt and equity securities April 29, 2022 April 30, 2021 $ $ 9 $ 13 71 36 129 $ 58 8 61 40 167 The fair value of our investments approximates their cost or amortized cost for both periods presented. Investments in mutual funds relate to the non- qualified deferred compensation plan offered to certain employees. As of April 29, 2022, all our debt investments are due to mature in one year or less. 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 (1) Other items: Mutual funds Mutual funds Foreign currency exchange contracts assets Foreign currency exchange contracts liabilities (2) (1) (3) April 29, 2022 Total Level 1 Level 2 Fair Value Measurements at Reporting Date Using 4,041 9 13 71 4,134 $ $ $ 6 $ 30 2 $ (29 ) $ 4,041 — 13 — 4,054 6 30 — — $ $ $ $ $ $ — 9 — 71 80 — — 2 (29 ) $ $ $ $ $ $ 72 Cash Corporate bonds U.S. Treasury and government debt securities Certificates of deposit Total cash, cash equivalents and short-term investments (1) Other items: Mutual funds Mutual funds Foreign currency exchange contracts assets Foreign currency exchange contracts liabilities (1) (2) (3) 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 ) (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 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 29, 2022 and April 30, 2021, we have not made any adjustments to the prices obtained from our third-party pricing providers. Fair Value of Debt As of April 29, 2022 and April 30, 2021, the fair value of our long-term debt was approximately $2,491 million and $2,736 million, respectively. The fair value of our long-term debt was based on observable market prices in a less active market. 8. 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): 3.25% 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 Less: Current portion of long-term debt Total long-term debt Senior Notes $ Effective Interest Rate 3.43% 3.42% 2.03% 2.51% 2.81% $ April 29, 2022 250 $ 400 750 550 700 2,650 (14 ) 2,636 (250 ) 2,386 $ April 30, 2021 250 400 750 550 700 2,650 (18 ) 2,632 — 2,632 Our $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, were issued in June 2020. Interest on these Senior Notes is payable semi-annually in June and December. 73 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. 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 29, 2022, we were in compliance with all covenants associated with the Senior Notes. As of April 29, 2022, our aggregate future principal debt maturities are as follows (in millions): Fiscal Year 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. There were no commercial paper notes outstanding as of April 29, 2022 or April 30, 2021. 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. In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was amended in January 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 29, 2022, we were compliant with all associated covenants in the agreement. No amounts were drawn against this credit facility during any of the periods presented. 9. 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 29, 2022, have remaining lease terms not exceeding 20 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 29, 2022, have remaining lease terms not exceeding 4 years. As of April 29, 2022, our automobile leases have remaining lease terms not exceeding 4 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 did not control the underlying asset during the construction period, the Company was not considered the owner of the asset under construction for accounting purposes. The initial term of the lease is twenty years with options to renew the lease during the lease term. The lease commenced during the third quarter of fiscal 2022. 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 74 approximately $180 million over the initial 11-year lease term. The lease agreement also provides us two successive renewal options, each for five years. The lease commenced during the first quarter of fiscal 2022. The components of lease cost related to our operating leases were as follows (in millions): Operating lease cost Variable lease cost Total lease cost Year Ended April 29, 2022 April 30, 2021 $ $ 61 $ 15 76 $ 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): Year Ended April 29, 2022 April 30, 2021 Cash paid for amounts included in the measurement of operating lease liabilities Right-of-use assets obtained in exchange for new operating lease obligations $ $ 56 $ 236 $ The supplemental balance sheet information related to our operating leases is as follows (in millions, except lease term and discount rate): 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 Future minimum operating lease payments as of April 29, 2022 are as follows (in millions): Fiscal Year 2023 2024 2025 2026 2027 Thereafter Total lease payments Less: Interest Total 10. Stockholders’ Equity Equity Incentive Programs April 29, 2022 April 30, 2021 $ $ $ $ 294 $ 294 $ 47 $ 257 304 $ 57 31 114 114 49 71 120 9.6 years 3.4 years 2.8 % 2.9 % Amount $ $ 54 46 38 33 29 152 352 (48 ) 304 The 2021 Plan — The 2021 Equity Incentive Plan (the 2021 Plan) was adopted by our Board of Directors and approved by the stockholders on September 10, 2021. The 2021 Plan replaced the 1999 Stock Option Plan (the 1999 Plan), and the 1999 Plan terminated effective as of September 11, 2021, except that the 1999 Plan will continue to govern awards outstanding thereunder as of the date of such plan’s termination and such awards will continue in force and effect until terminated pursuant to their terms. The 2021 75 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to our employees, directors, and consultants. Under the 2021 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 2021 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 2021 Plan include time-based RSUs that generally vest over a four-year period with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter. 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. As of April 29, 2022, 8 million shares were available for grant under the Plan. Stock Options Less than 1 million stock options were outstanding as of April 29, 2022 and April 30, 2021. 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 29, 2022 April 30, 2021 April 24, 2020 $ $ $ 14 $ 1 $ 5 $ 11 $ 8 $ 5 $ 5 4 1 In fiscal 2022, 2021 and 2020, 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 2022 and fiscal 2021 and half of the PBRSUs granted in fiscal 2020, 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, the number of shares issued depended 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. The fair values of these AOI PBRSUs were established consistent with our methodology for valuing time-based RSUs, while compensation cost was recognized based on the probable outcome of the performance condition. The aggregate grant date fair value of all PBRSUs granted in fiscal 2022, 2021 and 2020 was $59 million, $27 million and $18 million, respectively, and these amounts are being recognized to expense over the shorter of the remaining applicable performance or service periods. As of April 29, 2022, April 30, 2021 and April 24, 2020, there were approximately 1 million PBRSUs outstanding. The following table summarizes information related to RSUs, including PBRSUs, (in millions, except for fair value): 76 Outstanding as of April 26, 2019 Granted Vested Forfeited Outstanding as of April 24, 2020 Granted Vested Forfeited Outstanding as of April 30, 2021 Granted Vested Forfeited Outstanding as of April 29, 2022 Number of Shares Weighted- Average Grant Date Fair Value 8 $ 4 $ (4 ) $ (1 ) $ 7 $ 6 $ (3 ) $ (1 ) $ 9 $ 5 $ (3 ) $ (1 ) $ 10 $ 45.68 51.39 38.87 48.30 51.40 42.46 44.74 51.20 47.75 80.40 48.91 57.46 64.09 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 29, 2022 April 30, 2021 April 24, 2020 $ 1 74 $ 1 42 $ 1 79 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 10, 2021, the ESPP was amended to increase the shares reserved for issuance by 3 million shares of common stock. As of April 29, 2022, 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ 3 104 $ 2 90 $ 2 98 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 April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 4 $ 13 115 75 38 245 $ 4 $ 10 92 64 27 197 $ 3 10 66 53 21 153 As of April 29, 2022, total unrecognized compensation expense related to our equity awards was $475 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.2 years. 77 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 0.5 % 2.4 % 80.40 $ 1.2 0.2 % 37 % 2.4 % 24.75 $ 0.2 % 4.4 % 42.46 $ 1.2 0.2 % 47 % 4.4 % 10.08 $ 1.7 % 2.9 % 51.39 1.2 2.0 % 33 % 3.1 % 10.15 $ $ As of April 29, 2022, our Board of Directors has authorized the repurchase of up to $15.1 billion of our common stock. 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ $ $ 7 84.49 $ 20 $ 580 $ 1,252 $ 2 67.61 $ 3 $ 122 $ 352 $ 25 56.34 625 786 477 Since the May 13, 2003 inception of our stock repurchase program through April 29, 2022, we repurchased a total of 347 million shares of our common stock at an average price of $39.95 per share, for an aggregate purchase price of $13.9 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 2022, 2021 and 2020 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ $ 2.00 $ — $ 446 $ 1.92 $ 30 $ 397 $ 1.92 400 39 On May 27, 2022, we declared a cash dividend of $0.50 per share of common stock, payable on July 27, 2022 to shareholders of record as of the close of business on July 8, 2022. The timing and amount of future dividends will depend on market conditions, 78 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 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 OCI before reclassifications, net of tax Amounts reclassified from AOCI, net of tax Total OCI Balance as of April 29, 2022 Foreign Currency Translation Adjustments Defined Benefit Obligation Adjustments Unrealized Gains (Losses) on Available- for-Sale Securities Unrealized Gains (Losses) on Cash Flow Hedges Total $ $ (34 ) $ (8 ) — (8 ) (42 ) 15 — 15 (27 ) (17 ) — (17 ) (44 ) $ (3 ) $ 3 (1 ) 2 (1 ) (3 ) — (3 ) (4 ) 3 — 3 (1 ) $ (7 ) $ 22 (14 ) 8 1 — — — 1 (1 ) — (1 ) — $ 1 $ 5 (6 ) (1 ) — (11 ) 11 — — 8 (7 ) 1 1 $ (43 ) 22 (21 ) 1 (42 ) 1 11 12 (30 ) (7 ) (7 ) (14 ) (44 ) The amounts reclassified out of AOCI are as follows (in millions): Recognized gains on defined benefit obligations Realized gains on available-for-sale securities Realized losses (gains) on cash flow hedges Total reclassifications 11. Derivatives and Hedging Activities April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ — $ — (7 ) (7 ) $ — $ — 11 11 $ (2 ) (14 ) (6 ) (22 ) Statements of Income Classification Operating expenses Other expense, net Net revenues 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 their obligations under the terms of our agreements. 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 29, 2022 or April 30, 2021. 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 29, 2022 April 30, 2021 $ $ $ 78 $ 841 $ 129 $ 167 497 117 79 The effect of cash flow hedges recognized in net revenues is presented in the consolidated statements of comprehensive income and Note 10 – Stockholders’ Equity. The effect of derivative instruments not designated as hedging instruments recognized in other expense, net on our consolidated statements of income was as follows (in millions): Foreign currency exchange contracts 12. Restructuring Charges Year Ended April 29, 2022 April 30, 2021 Gain (Loss) Recognized into Income April 24, 2020 $ (91 ) $ 20 $ — In the fourth quarter of fiscal 2022, we initiated the establishment of an international headquarters in Cork, Ireland, and incurred restructuring charges consisting primarily of legal and tax-related consulting fees. Activities under this plan, for which we expect to incur additional charges, will continue in fiscal 2023. In the first quarter of fiscal 2022, we executed a restructuring plan to reduce the amount of office space we occupy as we allow more employees to continue to work remotely. In connection with the plan, we also reduced our global workforce by approximately 1%. Charges related to the plan consisted primarily of office relocation costs, lease termination fees, and employee severance related costs. Substantially all activities under the plan have been completed. Management has previously approved several restructuring actions in fiscal 2021 and fiscal 2020, under which we reduced our global workforce by approximately 6% and 2%, respectively. Charges related to these restructuring plans consisted primarily of employee severance-related costs. Substantially all activities under these plans were completed as of the end of fiscal 2021. Activities related to our restructuring plans are summarized as follows (in millions): 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 Net charges Cash payments Balance as of April 29, 2022 Total $ $ 19 21 (35 ) (4 ) 1 42 (42 ) 1 33 (31 ) 3 Liabilities for our restructuring activities are included in accrued expenses in our consolidated balance sheets. 13. Income Taxes Income before income taxes is as follows (in millions): Domestic Foreign Total April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 546 $ 549 1,095 $ 433 $ 529 962 $ 379 565 944 80 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 187 $ 55 60 302 (125 ) (27 ) 8 (144 ) 158 $ 82 $ 22 134 238 6 2 (14 ) (6 ) 232 $ 83 9 50 142 (26 ) (6 ) 15 (17 ) 125 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 Benefit for foreign derived intangible income Global minimum tax on intangible income Transition tax and related reserves Tax charge from integration of acquired companies Resolution of income tax matters Other (1) Provision for income taxes April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 230 $ 15 (46 ) (8 ) (18 ) (49 ) 1 1 23 (3 ) 12 158 $ 202 $ 23 (26 ) 6 (13 ) (2 ) 19 1 35 (6 ) (7 ) 232 $ 198 10 (40 ) (4 ) (16 ) (4 ) 32 15 — (61 ) (5 ) 125 (1) During fiscal 2022, we recognized a tax benefit related to the lapse of statute of limitations for certain issues in our fiscal 2012 and 2013 state income tax returns. 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. The components of our deferred tax assets and liabilities are as follows (in millions): April 29, 2022 April 30, 2021 Deferred tax assets: Reserves and accruals Net operating loss and credit carryforwards Stock-based compensation Deferred revenue and financed unearned services 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 $ 81 267 $ 121 23 235 6 652 (111 ) 541 108 48 39 7 202 339 $ 65 115 18 226 20 444 (107 ) 337 51 28 31 24 134 203 The valuation allowance increased by $4 million in fiscal 2022. The increase is mainly attributable to corresponding changes in deferred tax assets, primarily certain state tax credit carryforwards. As of April 29, 2022, we have federal net operating loss carryforwards of approximately $10 million. In addition, we have gross state net operating loss and tax credit carryforwards of $33 million and $133 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 $4 million of foreign net operating losses, and $29 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 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 state and foreign net operating loss carryforwards and credits will expire in various years from fiscal 2023 through 2042. The federal net operating loss carryforwards, the California research credit and the 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 221 $ 11 — (2 ) (10 ) 220 $ 211 $ 7 11 — (8 ) 221 $ 296 5 1 (10 ) (81 ) 211 As of April 29, 2022, we had $220 million of gross unrecognized tax benefits, of which $131 million has been recorded in other long-term liabilities. Unrecognized tax benefits of $130 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 $4 million in fiscal 2022 and $1 million in fiscal 2021, and we recognized a benefit of $8 million in fiscal 2020. Accrued interest and penalties of $15 million and $11 million were recorded in the consolidated balance sheets as of April 29, 2022 and April 30, 2021, respectively. 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 29, 2022 2016 — 2022 2018 — 2022 2020 — 2022 2015 — 2022 2007 — 2022 2017 — 2022 2016 — 2022 United States — federal income tax United States — state and local income tax Australia Germany India The Netherlands 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 82 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 29, 2022, 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. 14. 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 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ 937 $ 730 $ 223 6 229 4.20 $ 4.09 $ 222 4 226 3.29 $ 3.23 $ $ $ 819 230 3 233 3.56 3.52 While no potential shares from outstanding employee awards were excluded from the diluted net income per share calculation for fiscal 2022, 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, as their inclusion would have been anti-dilutive. 15. Segment, Geographic, and Significant Customer Information Effective July 30, 2021, our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, realigned internal reporting and began using financial information for components of our business, organized based on category of product/solution, to evaluate performance and allocate resources. This resulted in the creation of two operating segments and two reportable segments for financial reporting purposes: Hybrid Cloud and Public Cloud. The CODM measures performance of each segment based on segment revenue and segment gross profit. We do not allocate to our segments certain cost of revenues which we manage at the corporate level. These unallocated costs include stock-based compensation and amortization of intangible assets. We do not allocate assets to our segments. Hybrid Cloud offers a portfolio of storage and infrastructure solutions that help customers recast their data centers with the power of cloud. This portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services. Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage and data services, and cloud operations services. Public Cloud includes certain reseller arrangements in which the timing of our consideration follows the end user consumption of the reseller services. Financial information for the prior periods have been updated to conform to the current year presentation of two segments. Segment Revenues and Gross Profit Financial information by segment is as follows (in millions, except percentages): 83 Hybrid Cloud Public Cloud Consolidated Year Ended April 29, 2022 $ $ Product revenues Support revenues Professional and other services revenues Public cloud revenues Net revenues Cost of product revenues Cost of support revenues Cost of professional and other services revenues Cost of public cloud revenues Segment cost of revenues Segment gross profit Segment gross margin 1 Unallocated cost of revenues Total gross profit Total gross margin 1 Unallocated cost of revenues are composed of $17 million of stock-based compensation expense and $33 million of amortization of intangible assets. 3,284 2,344 294 — 5,922 1,541 184 205 — 1,930 3,992 67.4 % $ $ — $ — — 396 396 — — — 118 118 278 $ 70.2 % $ Hybrid Cloud Public Cloud Consolidated Year Ended April 30, 2021 $ Product revenues Support revenues Professional and other services revenues Public cloud revenues Net revenues Cost of product revenues Cost of support revenues Cost of professional and other services revenues Cost of public cloud revenues Segment cost of revenues Segment gross profit Segment gross margin 1 Unallocated cost of revenues Total gross profit Total gross margin 1 Unallocated cost of revenues are composed of $14 million of stock-based compensation expense and $41 million of amortization of intangible assets. 2,991 $ 2,277 277 — 5,545 1,402 201 206 — 1,809 3,736 $ 67.4 % $ — $ — — 199 199 — — — 65 65 134 $ 67.3 % $ Hybrid Cloud Public Cloud Consolidated Year Ended April 24, 2020 $ $ Product revenues Support revenues Professional and other services revenues Public cloud revenues Net revenues Cost of product revenues Cost of support revenues Cost of professional and other services revenues Cost of public cloud revenues Segment cost of revenues Segment gross profit Segment gross margin 1 Unallocated cost of revenues Total gross profit Total gross margin 1 Unallocated cost of revenues are composed of $13 million of stock-based compensation expense and $39 million of amortization of intangible assets. 2,995 2,114 241 — 5,350 1,326 188 188 — 1,702 3,648 68.2 % $ $ — $ — — 62 62 — — — 35 35 27 $ 43.5 % $ 84 3,284 2,344 294 396 6,318 1,541 184 205 118 2,048 4,270 67.6 % 50 4,220 66.8 % 2,991 2,277 277 199 5,744 1,402 201 206 65 1,874 3,870 67.4 % 55 3,815 66.4 % 2,995 2,114 241 62 5,412 1,326 188 188 35 1,737 3,675 67.9 % 52 3,623 66.9 % Geographical Revenues and Certain Assets Revenues summarized by geographic region are as follows (in millions): United States, Canada and Latin America (Americas) Europe, Middle East and Africa (EMEA) Asia Pacific (APAC) Net revenues April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ $ 3,460 $ 1,979 879 6,318 $ 3,097 $ 1,775 872 5,744 $ 2,863 1,742 807 5,412 Americas revenues consist of sales to Americas commercial and U.S. public sector markets. Sales to customers inside the U.S. were $3,041 million, $2,784 million and $2,584 million during fiscal 2022, 2021 and 2020, 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): U.S. International Total April 29, 2022 April 30, 2021 $ $ 1,820 $ 2,314 4,134 $ 2,098 2,498 4,596 With the exception of property and equipment, we do not identify or allocate our long-lived assets by geographic area. The following table presents property and equipment information for geographic areas based on the physical location of the assets (in millions): U.S. International Total Significant Customers April 29, 2022 April 30, 2021 $ $ 392 $ 210 602 $ 340 185 525 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: Arrow Electronics, Inc. Tech Data Corporation 16. Employee Benefits and Deferred Compensation Employee 401(k) Plan April 29, 2022 April 30, 2021 April 24, 2020 Year Ended 24 % 21 % 24 % 20 % April 29, 2022 April 30, 2021 10 % 19 % 25 % 21 % 10 % 21 % 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 85 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 April 29, 2022 Year Ended April 30, 2021 April 24, 2020 $ 31 $ 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 Defined Benefit Plans April 29, 2022 April 30, 2021 $ $ $ 36 $ 6 $ 30 $ 40 8 32 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. 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 17. Commitments and Contingencies Purchase Orders and Other Commitments April 29, 2022 April 30, 2021 $ $ 39 $ (69 ) (30 ) $ 38 (72 ) (34 ) 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 29, 2022, we had $894 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 29, 2022 and April 30, 2021, such liability amounted to $18 million and $15 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 29, 2022, we had $296 million in other purchase obligations. Of the total $1.2 billion in purchase commitments, $0.9 billion is due in fiscal 2023, 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 86 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 $59 million, $102 million and $59 million of receivables during fiscal 2022, 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 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 29, 2022 and April 30, 2021, 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 29, 2022, 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. The defendants' Motion to Dismiss was granted and on February 26, 2021 and the judge entered judgment in favor of NetApp and the other defendants. On March 26, 2021, plaintiffs filed a notice of appeal. The parties subsequently engaged in settlement discussions, and on July 30, 2021 entered into a Memorandum of Understanding (MOU) providing for the settlement of the class action. Pursuant to the terms of the MOU, NetApp has agreed to pay approximately $2.0 million in connection with the settlement, and this amount was accrued during the three months ended July 30, 2021. The parties subsequently executed a stipulation of settlement, which contains no admission of liability, wrongdoing or responsibility by any of the parties, and which provides that the class action will be dismissed with prejudice, with mutual releases by all parties, upon final court approval. On September 24, 2021, plaintiff filed an unopposed motion seeking court approval of the settlement. On May 2, 2022, the court preliminarily approved the settlement, subject to further consideration at a final approval hearing, which is scheduled to be held on September 1, 2022. The court’s approval of settlement will remain preliminary pending the outcome of the final approval hearing. 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. 87 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, cash flows and overall trends. No material accrual has been recorded as of April 29, 2022 related to such matters. 18. Subsequent Event On May 20, 2022, we acquired all the outstanding shares of privately-held Instaclustr, Inc., a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as a service. We are in the process of completing the allocation of approximately $500 million of cash purchase price among the assets acquired and liabilities assumed. 88 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and Board of Directors 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 29, 2022 and April 30, 2021, the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity, for each of the three years in the period ended April 29, 2022, 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 29, 2022 and April 30, 2021, and the results of its operations and its cash flows for each of the three years in the period ended April 29, 2022, 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 29, 2022, 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 15, 2022, 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, 6 and 15 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. 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. 89 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 o Obtained and read contract source documents for each selection, including master agreements, amendments, and other documents that were part of the contract. 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. /s/ DELOITTE & TOUCHE LLP San Jose, California June 15, 2022 We have served as the Company's auditor since 1995. 90 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and Board of Directors 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 29, 2022, 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 29, 2022, 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 29, 2022, of the Company and our report dated June 15, 2022, 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 15, 2022 91 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 29, 2022, 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 29, 2022, 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 29, 2022 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 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 92 Item 10. Directors, Executive Officers and Corporate Governance PART III 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 2022 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April 29, 2022. 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 2022 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 2022 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 2022 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 2022 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 2022 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: 93 EXHIBIT INDEX Exhibit No Description 3.1 3.2 4.1 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. Form 10-Q 8-K 8-K 000-27130 000-27130 000-27130 4.2 First Supplemental Indenture dated December 12, 8-K 000-27130 4.3 4.4 2012, 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. 8-K 000-27130 Fourth Supplemental Indenture, dated June 22, 8-K 000-27130 2020, by and between NetApp, Inc. and U.S. Bank National Association. 4.5 Description of Capital Stock of the Company. 10.1* 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. — 10-Q 8-K 10-Q — 000-27130 000-27130 000-27130 10.2* 10.3* 10.4* 10.5* 10.6* Incorporation by Reference File No. Exhibit Filing Date 3.1 3.2 4.1 4.2 4.2 4.2 — 10.1 10.1 10.1 September 13, 2021 September 13, 2021 December 12, 2012 December 12, 2012 September 29, 2017 June 22, 2020 — August 28, 2014 May 22, 2019 August 21, 2018 The Company’s Deferred Compensation Plan. 8-K 000-27130 2.1 July 7, 2005 The Company’s Employee stock Purchase Plan, as DEF 14A 000-27130 Appendix B July 30, 2021 amended effective July 19, 2021. The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018. DEF 14A 000-27130 Appendix A August 1, 2018 10.7* Form of Restricted Stock Unit Agreement 10-Q 000-27130 10.4 November 26, 2013 approved for use under the Company’s amended and restated 1999 Stock Option Plan (Employees). 94 10.8* 10.9* 10.10* Form of Restricted Stock Unit Agreement (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). 10-K 000-27130 10.14 June 15, 2020 10-K 000-27130 10.29 July 8, 2005 10-K 000-27130 10.28 July 8, 2005 10.11* Form of Restricted Stock Unit Agreement 10-K 000-27130 10.17 June 18, 2010 10.12* 10.13* 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-Q 000-27130 10.2 February 11, 2019 10-K 000-27130 10.19 June 15, 2020 10.14* Form of Restricted Stock Unit Agreement 8-K 000-27130 10.1 June 26, 2015 (Performance Based) under the NetApp, Inc. 1999 Stock Option Plan. 10.15* 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. 10.16* 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. 10.17* 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. 95 10.18* 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. 10.19* SolidFire, Inc. 2010 Stock Incentive Plan. 10.20* Spotinst Inc. 2016 Equity Incentive Plan. S-8 S-8 333-209570 333-248480 99.1 99.1 February 17, 2016 August 28, 2020 10.21* The Company's 2021 Equity Incentive Plan, DEF 14A 000-27130 Appendix A July 30, 2021 10.22* 10.23* 10.24* 10.25* effective September 10, 2021. Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021. Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective September 10, 2021. Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021. Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Non-Employee Director), effective November 1, 2021. 10-Q 000-27130 10.1 December 2, 2021 10-Q 000-27130 10.2 December 2, 2021 10-Q 000-27130 10.3 December 2, 2021 10-Q 000-27130 10.1 March 2, 2022 10.26* Plexistor Ltd. Amended and Restated Global Share Incentive Plan (2014). 10.27* Greenqloud ehf. 2017 Equity Incentive Plan. 10.28* Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016). 10.29* CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan. S-8 S-8 S-8 S-8 333-219061 333-220230 333-232187 333-261465 10.30* Outside Director Compensation Policy, effective 10-Q 000-27130 November 1, 2021. 10.31 NetApp, Inc. Executive Retiree Health Plan, as 8-K 000-27130 amended and restated. 99.1 99.1 99.1 99.1 10.2 10.1 June 29, 2017 August 29, 2017 June 18, 2019 December 2, 2021 March 2, 2022 November 21, 2016 96 10.32 10.33 Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among the NetApp, Inc,, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Amended No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 8-K 000-27130 10.1 January 22, 2021 10-Q 000-27130 10.3 March 2, 2022 10.34 Form of Dealer Agreement between the Company, 8-K 000-27130 10.2 December 12, 2016 as issuer, and each Dealer. 10.35 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. 10.36 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 10.37 Second Amendment to Agreement of Purchase and 10-K 000-27130 10.43 June 22, 2016 10.38 10.39 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. 10-Q 000-27130 10.2 November 29, 2017 10-Q 000-27130 10.3 November 29, 2017 10.40 Second Amendment to Agreement of Purchase and 10-Q 000-27130 10.4 November 29, 2017 Sale and Joint Escrow Instructions dated as of October 25, 2017, by and between the Company and Google LLC. 10.41 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. 10-Q 000-27130 10.1 February 22, 2018 97 10.42 Fourth Amendment to Agreement of Purchase and 10-Q 000-27130 10.2 February 22, 2018 10.43 10.44 10.45 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. 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 10.46 Separation Agreement dated May 28, 2020 by and 10-K 000-27130 between the Company and Henri Richard. 10.47 Offer Letter for employment at the Company to 10-K 000-27130 César Cernuda, date March 23, 2020. 10.57 10.58 June 15, 2020 June 15, 2020 10.48 Senior Executive Employment Contract by and 10-Q 000-27130 10.1 January 29, 2021 between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 2021 10.49 Offer Letter for employment at the Company to 10-Q 000-27130 10.50 21.1 23.1 Michael J. Berry, dated January 30, 2020. 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. 24.1 Power of Attorney (see signature page). 8-K 000-27130 — — — — — — 98 10.1 1.1 — — — August 28, 2020 June 17, 2020 — — — 31.1 Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 32.1 32.2 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) * Identifies management plan or compensatory plan or arrangement. (p) Identifies paper format filed exhibit. — — — — — — — — — — 99 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 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 15, 2022 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 Carrie Palin /s/ DEEPAK AHUJA Deepak Ahuja Title Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer) Date June 15, 2022 Executive Vice President and Chief Financial Officer (Principal Financial Officer) June 15, 2022 Vice President and Chief Accounting Officer (Principal Accounting Officer) Chairman of the Board Director Director Director Director Director Director Director 100 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 June 15, 2022 Exhibit 4.5 DESCRIPTION OF CAPITAL STOCK 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 International 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 Blue Steel Acquisition LLC Cloud Jumper LLC Clu Acquisition LLC NetApp R&D LLC Onaro, Inc. StackPointCloud, LLC Spotinist LLC Talon Storage Solutions, Inc. CloudCheckr LLC Data Mechanics LLC Fylamynt LLC NetApp US Holdings Inc. NetApp Denmark ApS NetApp Finland Oy NetApp France SAS Data Mechanics 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 NetApp Ireland Lt. Cognigo Research Ltd NetApp Israel R&D Ltd. NetApp Israel Sales Limited Onaro Israel, Ltd. Plexistor Ltd. Scharfnet, Ltd Spotinist 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 Jurisdiction of Incorporation or Organization Argentina Australia Austria Barbados Belgium Bermuda Bermuda Bermuda Brazil California California Canada Canada Chile China Cyprus Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Denmark Finland France France Germany Hong Kong Hong Kong Iceland India India Indonesia Ireland Ireland Israel Israel Israel Israel Israel Israel Israel Italy Japan Korea Luxembourg Malaysia Mexico New Zealand Nigeria Norway NetApp Poland Sp. spółka z ograniczoną odpowiedzialnością NetApp Russia LLC Network Appliance Saudi Arabia LLC NetApp Singapore Pte. Ltd. NetApp South Africa (Pty) Limited 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. NetApp Teknoloji Limited Sirketi NetApp UK Ltd. Cloud Checkr Ltd. NetApp UK Holdings Ltd. NetApp Vietnam Company Limited Poland Russia Saudi Arabia Singapore South Africa Spain Sweden Switzerland Thailand The Netherlands The Netherlands The Netherlands The Netherlands The Netherlands The Netherlands Turkey United Kingdom United Kingdom 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, 333-248480, 333-259520, and 333- 261465 on Form S-8 and Registration Statement Nos. 333-26163, 333-41386 and 333-253726 on Form S-3 of our reports dated June 15, 2022, relating to the consolidated financial statements of NetApp, Inc. and the effectiveness of NetApp, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended April 29, 2022. Exhibit 23.1 /s/ DELOITTE & TOUCHE LLP San Jose, California June 15, 2022 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002 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 15, 2022 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002 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 15, 2022 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 29, 2022 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 15, 2022 /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 29, 2022 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 15, 2022 

Continue reading text version or see original annual report in PDF format above