What changed in NetApp's 2024 10-K compared to 2023?

Across the narrative sections we track, NetApp (NTAP) added 544 paragraphs, removed 550, and edited 454 between the 2023 and 2024 10-K filings. The biggest movers are Item 2. Properties (+319/−338), Item 1. Business (+225/−212).

Where does this NTAP 10-K diff come from?

The source filings are NetApp's official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in NetApp's 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of NetApp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+544 added−550 removedSource: 10-K (2024-06-10) vs 10-K (2023-06-14)

Top changes in NetApp's 2024 10-K

544 paragraphs added · 550 removed · 454 edited across 2 sections

Item 2. Properties+319 / −338 · 276 edited
Item 1. Business+225 / −212 · 178 edited

Item 1. Business

Business — how the company describes what it does

178 edited+47 added−34 removed164 unchanged

2023 filing

2024 filing

Biggest changeWorking in conjunction with the BlueXP manageability and control plane services, customers can have deep insights into their data operations. 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 the cloud while reducing costs and complexity.

Biggest changeOur Spot by NetApp suite of products enables customers to deploy and operate cloud applications reliably and securely in their choice of public clouds while reducing costs and complexity. Combining machine learning, predictive analytics, and cloud automation, the Spot by NetApp platform continuously optimizes cloud infrastructure and operations to deliver scalable, reliable, and secure application infrastructure.

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 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 have or could have an adverse impact on our business, operating results, financial condition and cash flows.

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.

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.

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.

Such third-party software includes software licensed from commercial suppliers and software licensed under public or 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.

As an example, the Executive Order on Improving the Nation’s Cybersecurity (EO 14028), released in May 2021, outlines the U.S. government’s plan to address software supply chain security for “critical software” and other software. NetApp’s products are categorized as critical software, requiring us to achieve compliance with the Secure Software Development Framework (SSDF) under NIST special publication 800-218.

As an example, the Executive Order on Improving the Nation’s Cybersecurity (EO 14028), released in May 2021, 21 outlines the U.S. government’s plan to address software supply chain security for “critical software” and other software. NetApp’s products are categorized as critical software, requiring us to achieve compliance with the Secure Software Development Framework (SSDF) under NIST special publication 800-218.

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.

We have a global 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.

Adverse macroeconomic conditions, including those identified above, could materially adversely impact the demand for our products and our operating results amid customer concerns over slowing demand for their products, reduced asset values, volatile energy costs, geopolitical issues, the availability and cost of credit and the stability and solvency of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.

Additionally, adverse macroeconomic conditions, including those identified above, could materially adversely impact the demand for our products and our operating results amid customer concerns over slowing demand for their products, reduced asset values, volatile energy costs, geopolitical issues, the availability and cost of credit and the stability and solvency of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.

Events such as the U.S. federal government shutdown from December 2018 to January 2019 19 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.

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.

We derive a substantial amount 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.

We derive a substantial amount 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 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.

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.

Even if we were not 25 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.

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.

As a result of Russia’s actions in 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 17 retaliatory trade or other actions, including the nationalization of foreign businesses.

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 may involve a significant investment of financial and human resources and significant 17 changes to our current operating processes.

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 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.

We have been granted, or own by assignment , well over two thousand U.S. patents, hundreds of pending U.S. patent applications, and 10 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.

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.

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.

If these risks are not managed effectively, we could experience material risks to our business, operating results, financial condition and cash flows. 14 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.

If these risks are not managed effectively, we could experience material risks to our business, operating results, financial condition and cash flows. As we enter new or emerging markets, we will likely increase demands on our service and support operations and may be exposed to additional competition.

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. 26 We could be subject to additional income tax liabilities.

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.

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.

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 over 16 years in both public and private companies including McAfee, FireEye, Informatica, and SolarWinds.

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.

Our 11 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.

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.

Increased component and labor 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.

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.

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.

Such claims may be made against our products and services, our customers’ use of our products 24 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.

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.

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.

However, it is 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 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.

We compete with many companies in the storage and data management markets. 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.

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 25 confidence.

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.

Failure to comply with new and existing laws and regulations relating to privacy, data protection, AI and information security could cause harm to our reputation, result in liability and adversely impact our business.

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.

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 22 customers.

Any of these could damage our reputation 21 and public perception of the security and reliability of our products, as well as harm our business and cause us to incur significant liabilities.

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.

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).

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, litigation and government relations. Before joining NetApp, Ms. O’Callahan served in a senior legal role at Xilinx (since acquired by AMD).

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.

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, including exhibits, 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.

If the ultimate determination of income taxes or at-source withholding taxes assessed under these audits results in amounts in excess of the tax provision we have recorded or reserved for, our operating results, financial condition and cash flows could be adversely affected. 27 It em 1B. Unresolved Staff Comments Not applicable.

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. 29 It em 1B. Unresolved Staff Comments Not applicable.

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 served as senior vice president 13 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.

For employees, growth goals are tied to corporate objectives and key results to ensure that employees are progressing and are supported by management teams. Managers are encouraged to set aside time each quarter to conduct a two-way conversation with each team member to offer feedback, guidance and support on goals, priorities and career development.

For employees, growth goals are tied to corporate objectives and key results to ensure that employees are progressing and are supported by management teams. Managers are encouraged to set aside time at least each quarter to conduct a two-way conversation with each team member to offer feedback, guidance and support on goals, priorities and career development.

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 cybersecurity or affirmative action program requirements could also result in us being suspended or debarred from future government contracting.

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 cybersecurity, procurement process or affirmative action program requirements could also result in us being suspended or debarred from future government contracting.

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.

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: • 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; • Impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases such as COVID-19; • 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 • 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.

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: • 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; • Impacts on our supply chain from adverse public health developments; • 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 • 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.

For more information about our commitment to diversity, inclusion and belonging, go to the “Diversity Inclusion and Belonging” section of our website.

For more information about our commitment to diversity, equity, inclusion and belonging, go to the “Diversity Inclusion Equity and Belonging” section of our website.

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.

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, including NAND, become limited or component prices increase. Any such limitation could result in an increase in our product costs.

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.

At the global, regional and 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 and have tended to become more stringent over time.

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.

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, the California Consumer Privacy Act and the California Privacy Rights Act, and other U.S. state-based regulation.

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 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 AI initiatives are driving changes in customer and solution requirements.

Any political, military, terrorism, global trade, world health or other issue that hinders this movement or restricts the import or export of materials could lead to significant business disruptions. For example, in recent years, the COVID-19 pandemic impeded the mobility of our personnel, inventories, equipment and products and disrupted our business operations.

Any political, military, terrorism, global trade, world health or other issue that hinders this movement or restricts the import or export of materials could lead to significant business disruptions. For example, the COVID-19 pandemic impeded the mobility of our personnel, inventories, equipment and products and disrupted our business operations.

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.

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, regulatory fines and penalties, and other possible liabilities; (3) negative publicity; and (4) disruptions to our internal and external operations.

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. 13 It em 1A.

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 It em 1A.

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.

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, and IT as a service.

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, and any failure to 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.

Any inaccuracy in our assumptions or any failure to uncover or mitigate liabilities or risks associated with an acquisition or divestiture, such as differing or inadequate cybersecurity and data privacy protection controls or contractual limitations of liability, and any failure to make an acquisition or divestiture on favorable terms, integrate or divest the subject business or assets as and when expected, or retain or separate key employees of the subject company or business may reduce or eliminate the expected benefits 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.

These statements reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.

These statements reflect our current plans and aspirations and are not quotas or guarantees that we will be able to achieve them.

For example, since the 22 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.

For example, since the effective date of the EU’s General Data Protection Regulation in 2018, the Court of Justice of the EU 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.

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.

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.

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.

Many countries around the world are beginning to implement legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting Project (“BEPS”) recommendation 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.

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.

Diversity, Equity, Inclusion and Belonging We believe diversity, equity, 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 and promote a culture of equity and inclusion to achieve sustained business results.

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.

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.

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 multi-cloud, storage and data services products and solutions.

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 the technology industry, is intense.

We have and may in the future undertake initiatives that could include reorganizing our workforce, restructuring, disposing of, and/or otherwise discontinuing certain products, facility reductions or a combination of these actions.

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).

As customer demand for our consumption model offerings increases, we will experience differences in the timing of revenue recognition between our traditional purchase 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).

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. Engagement. Our Thrive Everywhere program is designed to help employees grow, develop and succeed at NetApp by encouraging an open and interactive culture, where individual needs are recognized and met, and Company goals are supported.

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. Engagement. We help employees grow, develop and succeed at NetApp by encouraging an open and interactive culture, where individual needs are recognized and met, and Company goals are supported.

Because our future success is dependent on our ability to continue to enhance and introduce new products and features, 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.

Because our future success is dependent on our ability to continue to enhance and introduce new products and features, we are particularly dependent on our ability to hire and retain qualified engineers and technical talent, including in emerging areas of technology such as AI and machine learning.

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 Certinia, holding the chair of the audit committee position at each company. Mr.

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, Inc., where he serves as chair of the audit committee. Mr.

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 the general historical rate of industry growth declines, if the growth rates of some or all of the specific markets in which we compete decline, if the consumption model of storage changes, if our new and existing products, services and solutions do not receive customer acceptance and/or if we do not adapt our sales programs to address market changes, our business, operating results, financial condition and cash flows could suffer.

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.

If we are unable, for technological, customer reluctance or other reasons, to develop, introduce and gain market acceptance for new products and services, or if we are unable to provide the expected level of product and support quality for our new products and services, each 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.

As a result, many of these changes, if enacted, could increase our worldwide effective tax rate and harm our operating results, financial condition and cash flows.

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.

Such factors may limit our ability to forecast future demand for our products and services, contribute to increased periodic volatility in the computer, storage and networking industries at large, as well as the IT market, impact availability of supplies and could constrain future access to capital for our suppliers, customers and partners.

Such factors may contribute to increased periodic volatility in the IT industry at large and limit our ability to forecast future demand for our products and services, impact availability of supplies and could constrain future access to capital for our suppliers, customers and partners.

Many of our employees participate in our flexible work program (Thrive Everywhere), and work remotely on a full- or part-time basis.

Many of our employees participate in our hybrid work program, and work remotely on a full- or part-time basis.

For example, on August 16, 2022, the U.S. enacted the Inflation Reduction Act, which includes a corporate minimum tax and a 1% excise tax on net stock repurchases. We continue to evaluate the impacts of changes in tax laws and regulations on our business. We are routinely subject to income tax audits in the U.S. and several foreign tax jurisdictions.

For example, on August 16, 2022, the U.S. enacted the Inflation Reduction Act, which includes a corporate minimum tax 28 and a 1% excise tax on net stock repurchases. We continue to evaluate the impacts of changes in tax laws and regulations on our business.

We offer a flexible work program (Thrive Everywhere) that allows employees, in consultation with their managers and teams, flexibility around where, when and how work is performed to deliver business outcomes, understanding that certain roles may be tied to specific locations or require an in-office presence due to business needs and job responsibilities, while others may be primarily virtual.

We offer a flexible hybrid work program that allows employees, in consultation with their managers and teams, flexibility around where, when and how work is performed to deliver business outcomes, understanding that certain roles may be tied to specific locations or require an in-office presence due to business needs and job responsibilities, and to collaborate and connect most effectively.

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 may not be able to provide products, services and support to effectively compete for these market opportunities. The dynamic markets in which we participate and our sales and distribution structure makes forecasting revenues difficult and, if disrupted, could harm our business, operating results, financial condition and cash flows.

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.

In addition, as existing customers transition from older products and solutions to newer ones, 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 offerings.

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.

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. Legacy vendors are not often encountered in the cloud storage services market as competitors.

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.

Our gross margins may vary. Our gross margins reflect a variety of factors, including competitive pricing, component and product design, inflation, foreign exchange currency fluctuations, and the volume and relative mix of revenues from product, software support, hardware support and other services offerings.

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, including public cloud providers, to promote our products could harm our operating results.

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, including public cloud providers, to promote our products could harm our operating results.

Benefits, Wellbeing and Engagement 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.

Benefits, Wellbeing and Engagement Our healthcare options offer competitive, comprehensive coverage for our employees and their families, including: • National medical plans; • Regional medical plans; • Expert advice from world-renowned doctors through our medical second opinion program; • National dental plans; • National vision plans and • A robust wellness program. Insurance and income protection .

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.

A significant portion of our net revenues depends on 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.

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 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.

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.

AFF A-Series, powered by ONTAP, allows customers to connect to clouds for more data services, data tiering, caching, and disaster recovery. The AFF A-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 QLC-Flash FAS (AFF C-Series) is NetApp’s newest family of storage infrastructure solutions.

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 as a NetApp-branded storage solution and as a software-defined solution on third-party hardware. Public Cloud Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support.

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), StorageGRID is provided as a NetApp-branded storage solution and as a software-defined solution on third-party hardware. Public Cloud Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support.

For example, we acquired eight privately held companies from fiscal 2020 through the end of fiscal 2023. 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.

For example, we acquired a number of privately held companies in the past several years. 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.

While Thrive Everywhere has been generally well received by employees, it may also create other challenges that impact our ability to attract and retain qualified personnel, including, but not limited to, some employees may prefer an in person work environment, decreased collaboration and communication among employees, and reduced ability to maintain our corporate culture and workforce morale.

While this has been generally well received by employees, it may also create other challenges that impact our ability to attract and retain qualified personnel, including, but not limited to, some employees may prefer an in person work environment, difficulty collaborating and communicating among employees, and ability to maintain consistent experience of our corporate culture and workforce morale.

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Item 2. Properties

Properties — owned and leased real estate

276 edited+43 added−62 removed237 unchanged

2023 filing

2024 filing

Biggest changeCONSOLIDATED STATEM ENTS OF CASH FLOWS (In millions) Year Ended April 28, 2023 April 29, 2022 April 30, 2021 Cash flows from operating activities: Net income $ 1,274 $ 937 $ 730 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 248 194 207 Non-cash operating lease cost 52 55 52 Stock-based compensation 312 245 197 Deferred income taxes ( 606 ) ( 144 ) ( 6 ) Gain on sale or derecognition of assets — — ( 156 ) Other items, net ( 67 ) ( 54 ) 24 Changes in assets and liabilities, net of acquisitions of businesses: Accounts receivable 260 ( 313 ) 62 Inventories 37 ( 90 ) 31 Other operating assets ( 63 ) ( 21 ) ( 60 ) Accounts payable ( 207 ) 181 ( 11 ) Accrued expenses ( 103 ) ( 111 ) 134 Deferred revenue and financed unearned services revenue 46 384 193 Long-term taxes payable ( 76 ) ( 45 ) ( 57 ) Other operating liabilities — ( 7 ) ( 7 ) Net cash provided by operating activities 1,107 1,211 1,333 Cash flows from investing activities: Purchases of investments ( 1,269 ) ( 18 ) ( 5 ) Maturities, sales and collections of investments 550 63 165 Purchases of property and equipment ( 239 ) ( 226 ) ( 162 ) Proceeds from sale of properties — — 371 Acquisitions of businesses, net of cash acquired ( 491 ) ( 380 ) ( 350 ) Other investing activities, net 59 — 2 Net cash (used in) provided by investing activities ( 1,390 ) ( 561 ) 21 Cash flows from financing activities: Proceeds from issuance of common stock under employee stock award plans 108 105 98 Payments for taxes related to net share settlement of stock awards ( 84 ) ( 74 ) ( 42 ) Repurchase of common stock ( 850 ) ( 600 ) ( 125 ) Repayments of commercial paper notes, original maturities of three months or less, net — — ( 420 ) Issuances of debt, net of issuance costs — — 2,057 Repayments and extinguishment of debt ( 250 ) — ( 689 ) Dividends paid ( 432 ) ( 446 ) ( 427 ) Other financing activities, net ( 5 ) ( 2 ) ( 8 ) Net cash (used in) provided by financing activities ( 1,513 ) ( 1,017 ) 444 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1 ) ( 49 ) 71 Net change in cash, cash equivalents and restricted cash ( 1,797 ) ( 416 ) 1,869 Cash, cash equivalents and restricted cash: Beginning of period 4,119 4,535 2,666 End of period $ 2,322 $ 4,119 $ 4,535 See accompanying notes to consolidated financial statements. 56 NETAPP, INC.

Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended April 26, 2024 April 28, 2023 April 29, 2022 Cash flows from operating activities: Net income $ 986 $ 1,274 $ 937 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 255 248 194 Non-cash operating lease cost 45 52 55 Stock-based compensation 357 312 245 Deferred income taxes 53 ( 606 ) ( 144 ) Other items, net ( 13 ) ( 67 ) ( 54 ) Changes in assets and liabilities, net of acquisitions of businesses: Accounts receivable ( 33 ) 260 ( 313 ) Inventories ( 18 ) 37 ( 90 ) Other operating assets ( 62 ) ( 63 ) ( 21 ) Accounts payable 123 ( 207 ) 181 Accrued expenses 113 ( 103 ) ( 111 ) Deferred revenue and financed unearned services revenue ( 14 ) 46 384 Long-term taxes payable ( 106 ) ( 76 ) ( 45 ) Other operating liabilities ( 1 ) — ( 7 ) Net cash provided by operating activities 1,685 1,107 1,211 Cash flows from investing activities: Purchases of investments ( 2,635 ) ( 1,269 ) ( 18 ) Maturities, sales and collections of investments 2,055 550 63 Purchases of property and equipment ( 155 ) ( 239 ) ( 226 ) Acquisitions of businesses, net of cash acquired — ( 491 ) ( 380 ) Other investing activities, net — 59 — Net cash used in investing activities ( 735 ) ( 1,390 ) ( 561 ) Cash flows from financing activities: Proceeds from issuance of common stock under employee stock award plans 100 108 105 Payments for taxes related to net share settlement of stock awards ( 127 ) ( 84 ) ( 74 ) Repurchase of common stock ( 900 ) ( 850 ) ( 600 ) Repayments and extinguishment of debt — ( 250 ) — Dividends paid ( 416 ) ( 432 ) ( 446 ) Other financing activities, net ( 1 ) ( 5 ) ( 2 ) Net cash used in financing activities ( 1,344 ) ( 1,513 ) ( 1,017 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 19 ) ( 1 ) ( 49 ) Net change in cash, cash equivalents and restricted cash ( 413 ) ( 1,797 ) ( 416 ) Cash, cash equivalents and restricted cash: Beginning of period 2,322 4,119 4,535 End of period $ 1,909 $ 2,322 $ 4,119 See accompanying notes to consolidated financial statements. 58 NETAPP, INC.

Global Business Environment Macroeconomic Conditions Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad have resulted and may continue to result in adverse macroeconomic conditions, including inflation, rising interest rates, foreign exchange volatility, slower growth and possibly a recession.

Global Business Environment Macroeconomic Conditions Continuing economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad have resulted and may continue to result in adverse macroeconomic conditions, including inflation, rising interest rates, foreign exchange volatility, slower growth and possibly a recession.

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 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.

The credit agreement, which was amended in May 2023 primarily to replace the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the basis for establishing the interest rate applicable to certain borrowings under the agreement, 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.

The transaction resulted in a step-up of tax-deductible basis in the transferred assets, and accordingly, created a temporary difference where the tax basis exceeded the financial statement basis of such intangible assets, which resulted in the recognition of a discrete tax benefit and related deferred tax asset of $ 524 million during the second quarter of fiscal 2023.

Management applied significant judgment when determining the fair value of the IP, which serves as the tax basis of the deferred tax asset.

The tax-deductible amortization related to the transferred IP rights will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely. The deferred tax asset and the tax benefit were measured based on the enacted tax rates expected to apply in the years the asset is expected to be realized.

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 have entered into service contracts with certain of our end-user customers that are supported by third-party financing arrangements.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions): 64 Amount Cash $ 2 Intangible assets 76 Goodwill 276 Other assets 6 Total assets acquired 360 Liabilities assumed ( 13 ) Total purchase price $ 347 The components of the intangible assets acquired were as follows (in millions, except useful life): Amount Estimated useful life (years) Developed technology $ 45 5 Customer contracts/relationships 30 5 Trade name 1 3 Total intangible assets $ 76 Data Mechanics Acquisition On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions): Amount Cash $ 2 Intangible assets 76 Goodwill 276 Other assets 6 Total assets acquired 360 Liabilities assumed ( 13 ) Total purchase price $ 347 The components of the intangible assets acquired were as follows (in millions, except useful life): Amount Estimated useful life (years) Developed technology $ 45 5 Customer contracts/relationships 30 5 Trade name 1 3 Total intangible assets $ 76 Data Mechanics Acquisition On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc.

Significant changes in assets and liabilities during fiscal 2023 included the following: • Accounts receivable decreased $260 million, reflecting lower billing in the fourth quarter of fiscal 2023 compared to the fourth quarter of fiscal 2022. • Accounts payable decreased by $207 million, primarily reflecting lower inventory purchases, and the timing of those purchases from, and payments to, our contract manufacturers. • Accrued expenses decreased by $103 million, primarily due to employee compensation payments related to fiscal 2022 incentive compensation and commissions plans.

Significant changes in assets and liabilities during fiscal 2023 included the following: • Accounts receivable decreased $260 million, reflecting lower billing in the fourth quarter of fiscal 2023 compared to the fourth quarter of fiscal 2022. 45 • Accounts payable decreased by $207 million, primarily reflecting lower inventory purchases, and the timing of those purchases from, and payments to, our contract manufacturers. • Accrued expenses decreased by $103 million, primarily due to employee compensation payments related to fiscal 2022 incentive compensation and commissions plans.

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 60 • 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.

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 62 • 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.

Business Combinations Fiscal 2023 Acquisition Instaclustr Acquisition 63 On May 20, 2022, we acquired all the outstanding shares of privately-held Instaclustr US Holding, Inc. (Instaclustr) for approximately $ 498 million. Instaclustr is a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as-a-service.

Business Combinations Fiscal 2023 Acquisition Instaclustr Acquisition On May 20, 2022, we acquired all the outstanding shares of privately-held Instaclustr US Holding, Inc. (Instaclustr) for approximately $ 498 million. Instaclustr is a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as-a-service.

Total product revenues decreased in fiscal 2023 compared to fiscal 2022, primarily due to lower sales of all flash array systems, as a result of softening customer demand. Product revenues were also unfavorably impacted by foreign exchange rate fluctuations. These decreases were partially offset by an increase in sales of hybrid systems.

Total product revenues decreased in fiscal 2023 compared to fiscal 2022, primarily due to lower sales of A-Series all-flash array systems, as a result of softening customer demand. Product revenues were also unfavorably impacted by foreign exchange rate fluctuations. These decreases were partially offset by an increase in sales of hybrid systems.

The acquisition-date values of the assets acquired are as follows (in millions): Amount Cash $ 1 Developed technology 6 Goodwill 20 Total assets acquired 27 Total purchase price $ 27 CloudCheckr Acquisition On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., (CloudCheckr) for approximately $ 347 million in cash.

The acquisition-date values of the assets acquired are as follows (in millions): Amount Cash $ 1 Developed technology 6 Goodwill 20 Total assets acquired 27 Total purchase price $ 27 CloudCheckr Acquisition 66 On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., (CloudCheckr) for approximately $ 347 million in cash.

The software component percentage of product revenues remained relatively flat in fiscal 2023 as compared to fiscal 2022 despite the decrease in sales of all-flash array systems, which contain a higher proportion of software components than other Hybrid Cloud products, primarily due to the mix of other Hybrid Cloud products sold.

The software component percentage of product revenues remained relatively flat in fiscal 2023 as compared to fiscal 2022 despite the decrease in sales of A-Series all-flash array systems, which contain a higher proportion of software components than other Hybrid Cloud products, primarily due to the mix of other Hybrid Cloud products sold.

Cash Flows from Operating Activities During fiscal 2023, we generated cash from operating activities of $1.1 billion, reflecting net income of $1.3 billion which was reduced by $606 million for non-cash deferred tax benefits and increased for non-cash depreciation and amortization expense of $248 million and non-cash stock-based compensation expense of $312 million.

During fiscal 2023, we generated cash from operating activities of $1.1 billion, reflecting net income of $1.3 billion which was reduced by $606 million for non-cash deferred tax benefits and increased for non-cash depreciation and amortization expense of $248 million and non-cash stock-based compensation expense of $312 million.

These factors, among others, contributed to a purchase price in excess of the estimated fair value of its identifiable net assets acquired, and as a result, we have recorded goodwill in connection with the acquisition. The goodwill is not deductible for income tax purposes.

These factors, among others, contributed to a purchase price in excess of the estimated value of its identifiable net assets acquired, and as a result, we have recorded goodwill in connection with the acquisition. The goodwill is not deductible for income tax purposes.

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.

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 47 related to the financing of our facilities and equipment requirements.

With the assistance of third-party valuation specialists, the fair value of the IP was determined principally based on the present value of projected cash flows related to the IP which reflects management’s assumptions regarding projected revenues, earnings before interest and taxes, and a discount rate.

However, we rely on a limited number of suppliers for certain key components and a few key contract manufacturers to manufacture most of our products; any disruption, or termination of these arrangements could materially adversely affect our operating results. 4.

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.

Definition and Limitations of Internal Control over Financial Reporting 90 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.

Hybrid Cloud product gross margins decreased by approximately three percentage points in fiscal 2023 compared to fiscal 2022 primarily due to higher component and freight costs and the adverse impacts of fluctuations in foreign currency exchange rates.

Hybrid Cloud gross margins decreased by approximately three percentage points in fiscal 2023 compared to fiscal 2022 primarily due to higher component and freight costs and the adverse impacts of fluctuations in foreign currency exchange rates.

(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 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(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 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We account for forfeitures of stock-based awards as they occur. 62 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 account for forfeitures of stock-based awards as they occur. 64 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.

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. 86 Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions.

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. 87 Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions.

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, see Item 1A. Risk Factors.

We are subject to various 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 are subject to various 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 litigation brought by non-practicing entities and other third parties.

Based on past performance and our current business outlook, we believe that our sources of liquidity, including cash, cash equivalents and short-term investments, 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.

Services are typically transferred over time and revenue is recognized based on an appropriate method for measuring our progress toward 61 completion of the performance obligation. Our stand-ready services, including both hardware and software support, are transferred ratably over the period of the contract.

Services are typically transferred over time and revenue is recognized based on an appropriate method for measuring our progress toward 63 completion of the performance obligation. Our stand-ready services, including both hardware and software support, are transferred ratably over the period of the contract.

The San Jose site supports research and development, corporate general administration, sales and marketing, global services and operations. We lease approximately 1.3 million square feet in other sales offices and research and development facilities throughout the U.S. and internationally.

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.

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 81 carryforwards and credits will expire in various years from fiscal 2024 through 2042.

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 2025 through 2042.

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.

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 Part II, Item 8. – Financial Statements and Supplementary Data.

Our employer matching contributions to the 401(k) Plan were as follows (in millions): Year Ended April 28, 2023 April 29, 2022 April 30, 2021 401(k) matching contributions $ 33 $ 31 $ 29 Deferred Compensation Plan 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.

Our employer matching contributions to the 401(k) Plan were as follows (in millions): Year Ended April 26, 2024 April 28, 2023 April 29, 2022 401(k) matching contributions $ 29 $ 33 $ 31 Deferred Compensation Plan 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 impact of the transaction to net cash provided by or used in operating, investing and financing activities on the condensed consolidated statements of cash flows during fiscal 2023 was not material. During the third quarter of fiscal 2023, the Danish Supreme Court issued a non-appealable ruling on the distributions declared in 2005 and 2006.

The impact of the transaction to net cash provided by or used in operating, investing and financing activities on the consolidated statements of cash flows during fiscal 2023 was not material. During fiscal 2023, the Danish Supreme Court issued a non-appealable ruling on the distributions declared in 2005 and 2006.

Cash Flows from Investing Activities During fiscal 2023, we used $719 million for the purchases of investments, net of maturities and sales, paid $491 million, net of cash acquired, for a privately-held company and $239 million for capital expenditures. Additionally, we received proceeds of $59 million from the sale of one of our minority investments in fiscal 2023.

During fiscal 2023, we used $719 million for the purchases of investments, net of maturities and sales, paid $491 million, net of cash acquired, for a privately-held company and $239 million for capital expenditures. Additionally, we received proceeds of $59 million from the sale of one of our minority investments in fiscal 2023.

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.

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. Impairments on Investments — All of our available-for-sale investments are subject to periodic impairment review.

Public Cloud revenues increased in fiscal 2023 and fiscal 2022 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 acquisitions of Instaclustr early in the first quarter of fiscal 2023 and CloudCheckr, Inc. (CloudCheckr) in the third quarter of fiscal 2022.

Public Cloud revenues increased in fiscal 2024 and fiscal 2023 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. The acquisitions of Instaclustr early in the first quarter of fiscal 2023 and CloudCheckr, Inc.

The fair value of each reporting unit is based on a combination of the income approach and the market approach. 59 Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows.

The fair value of each reporting unit is based on a combination of the income approach and the market approach. 61 Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows.

Dividends The following is a summary of our fiscal 2023, 2022 and 2021 activities related to dividends on our common stock (in millions, except per share amounts).

Dividends The following is a summary of our fiscal 2024, 2023 and 2022 activities related to dividends on our common stock (in millions, except per share amounts).

For leases that we are not a party to, other than providing recourse, we recognize revenue when control is transferred. As of April 28, 2023 and April 29, 2022, 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.

For leases that we are not a party to, other than providing recourse, we recognize revenue when control is transferred. As of April 26, 2024 and April 28, 2023, 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.

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 28, 2023, the end of the fiscal period covered by this Annual Report on Form 10-K (the Evaluation Date).

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 26, 2024, the end of the fiscal period covered by this Annual Report on Form 10-K (the Evaluation Date).

Actual results could differ materially from those estimates, the anticipated effects of which have been incorporated, as applicable, into management’s estimates as of and for the year ended April 28, 2023. 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.

Actual results could differ materially from those estimates, the anticipated effects of which have been incorporated, as applicable, into management’s estimates as of and for the year ended April 26, 2024. 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.

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 28, 2023, we continue to record a deferred tax liability related to state taxes on unremitted earnings of certain foreign entities.

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 26, 2024, we continue to record a deferred tax liability related to state taxes on unremitted earnings of certain foreign entities.

Item 2. P roperties We owned or leased, domestically and internationally, the following properties as of April 28, 2023. 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.

Item 2. P roperties We owned or leased, domestically and internationally, the following properties as of April 26, 2024. 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.

These arrangements are generally collateralized by a security interest in the underlying assets. As of April 28, 2023 and April 29, 2022, 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.

These arrangements are generally collateralized by a security interest in the underlying assets. As of April 26, 2024 and April 28, 2023, 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 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.

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 US 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.

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.

However, the fair value of these instruments fluctuates when interest rates change. See Note 8 – Financing Arrangements of the Notes to Consolidated Financial Statements included in Part II, Item 8 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.

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 28, 2023 and April 29, 2022, we have not made any adjustments to the prices obtained from our third-party pricing providers.

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 26, 2024 and April 28, 2023, we have not made any adjustments to the prices obtained from our third-party pricing providers.

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.

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 as of the beginning of the fiscal year or the plans' projected benefit obligation on a straight-line basis over the remaining estimated service life of plan participants.

In addition, we have gross state net operating loss and tax credit carryforwards of $ 13 million and $ 135 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.

In addition, we have gross state net operating loss and tax credit carryforwards of $ 9 million and $ 143 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.

The effectiveness of our internal control over financial reporting as of April 28, 2023 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.

The effectiveness of our internal control over financial reporting as of April 26, 2024 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.

During the second quarter of fiscal 2023, we completed an intra-entity asset transfer of certain IP to our international headquarters (the “IP Transfer”).

During fiscal 2023, we completed an intra-entity asset transfer of certain IP to our international headquarters (the “IP Transfer”).

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NetApp, Inc. and subsidiaries (the "Company") as of April 28, 2023 and April 29, 2022, the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity, for each of the three years in the period ended April 28, 2023, and the related notes (collectively referred to as the "financial statements").

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NetApp, Inc. and subsidiaries (the "Company") as of April 26, 2024, and April 28, 2023, the related consolidated statements of income, comprehensive income, cash flows, and stockholders' equity, for each of the three years in the period ended April 26, 2024, and the related notes (collectively referred to as the "financial statements").

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 28, 2023. Our investment portfolio has been and will continue to be exposed to market risk due to trends in the credit and capital markets.

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 26, 2024. Our investment portfolio has been and will continue to be exposed to market risk due to trends in the credit and capital markets.

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 28, 2023, we had $ 0.3 billion in other purchase obligations.

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 26, 2024, we had $ 0.3 billion in other purchase obligations .

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 28, 2023 and April 29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended April 28, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 26, 2024, and April 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 26, 2024, in conformity with accounting principles generally accepted in the United States of America.

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.

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. We monitor and evaluate our investment portfolio on a quarterly basis for any impairments.

Unrecognized tax benefits of $ 144 million, including penalties, interest and indirect benefits, would affect our provision for income taxes if recognized.

Unrecognized tax benefits of $ 154 million, including penalties, interest and indirect benefits, would affect our provision for income taxes if recognized.

The evaluation of performance obligations can require significant judgment and could change the amount of revenue recognized in a given period.

The evaluation of performance obligations can require significant judgment in certain contracts and could change the amount of revenue recognized in a given period.

At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances  Although we use our best estimates to forecast future product demand, any significant unanticipated changes in demand, including due to macroeconomic uncertainties, 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.

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.  Although we use our best estimates to forecast future product demand, any significant unanticipated changes in demand, including due to macroeconomic uncertainties, 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.

All dividends declared have been determined by the Company to be legally authorized under the laws of the state in which we are incorporated. 77 Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, are summarized below (in millions): Foreign Currency Translation Adjustments Defined Benefit Obligation Adjustments Unrealized Gains (Losses) on Available- for-Sale Securities Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of April 24, 2020 $ ( 42 ) $ ( 1 ) $ 1 $ — $ ( 42 ) OCI before reclassifications, net of tax 15 ( 3 ) — ( 11 ) 1 Amounts reclassified from AOCI, net of tax — — — 11 11 Total OCI 15 ( 3 ) — — 12 Balance as of April 30, 2021 ( 27 ) ( 4 ) 1 — ( 30 ) OCI before reclassifications, net of tax ( 17 ) 3 ( 1 ) 8 ( 7 ) Amounts reclassified from AOCI, net of tax — — — ( 7 ) ( 7 ) Total OCI ( 17 ) 3 ( 1 ) 1 ( 14 ) Balance as of April 29, 2022 ( 44 ) ( 1 ) — 1 ( 44 ) OCI before reclassifications, net of tax ( 4 ) ( 2 ) — ( 6 ) ( 12 ) Amounts reclassified from AOCI, net of tax — — — 5 5 Total OCI ( 4 ) ( 2 ) — ( 1 ) ( 7 ) Balance as of April 28, 2023 $ ( 48 ) $ ( 3 ) $ — $ — $ ( 51 ) The amounts reclassified out of AOCI are as follows (in millions): Year Ended Statements of Income April 28, 2023 April 29, 2022 April 30, 2021 Classification Realized losses (gains) on cash flow hedges $ 5 $ ( 7 ) $ 11 Net revenues Total reclassifications $ 5 $ ( 7 ) $ 11 11.

All dividends declared have been determined by the Company to be legally authorized under the laws of the state in which we are incorporated. 78 Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, are summarized below (in millions): Foreign Currency Translation Adjustments Defined Benefit Obligation Adjustments Unrealized Gains (Losses) on Available- for-Sale Securities Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of April 30, 2021 $ ( 27 ) $ ( 4 ) $ 1 $ — $ ( 30 ) OCI before reclassifications, net of tax ( 17 ) 3 ( 1 ) 8 ( 7 ) Amounts reclassified from AOCI, net of tax — — — ( 7 ) ( 7 ) Total OCI ( 17 ) 3 ( 1 ) 1 ( 14 ) Balance as of April 29, 2022 ( 44 ) ( 1 ) — 1 ( 44 ) OCI before reclassifications, net of tax ( 4 ) ( 2 ) — ( 6 ) ( 12 ) Amounts reclassified from AOCI, net of tax — — — 5 5 Total OCI ( 4 ) ( 2 ) — ( 1 ) ( 7 ) Balance as of April 28, 2023 ( 48 ) ( 3 ) — — ( 51 ) OCI before reclassifications, net of tax ( 5 ) ( 4 ) — 2 ( 7 ) Amounts reclassified from AOCI, net of tax — — — ( 1 ) ( 1 ) Total OCI ( 5 ) ( 4 ) — 1 ( 8 ) Balance as of April 26, 2024 $ ( 53 ) $ ( 7 ) $ — $ 1 $ ( 59 ) The amounts reclassified out of AOCI are as follows (in millions): Year Ended Statements of Income April 26, 2024 April 28, 2023 April 29, 2022 Classification Realized (gains) losses on cash flow hedges $ ( 1 ) $ 5 $ ( 7 ) Net revenues Total reclassifications $ ( 1 ) $ 5 $ ( 7 ) 11.

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 $ 38 million, $ 59 million and $ 102 million of receivables during fiscal 2023, 2022 and 2021, respectively.

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 $ 67 million, $ 38 million and $ 59 million of receivables during fiscal 2024, 2023 and 2022, respectively.

Debt — As of April 28, 2023 we have outstanding $2.4 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 50 bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates.

Debt — As of April 26, 2024 we have outstanding $2.4 billion aggregate principal amount of Senior Notes. We carry these instruments at face value less unamortized discount and issuance costs on our consolidated balance sheets. Since these instruments bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates.

As of April 28, 2023, 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.

As of April 26, 2024, 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.

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 28, 2023 or April 29, 2022. All contracts have a maturity of less than 12 months.

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 26, 2024 or April 28, 2023. All contracts have a maturity of less than 12 months.

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 $38 million and $59 million of receivables during fiscal 2023 and 2022, respectively.

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 $67 million and $38 million of receivables during fiscal 2024 and 2023, respectively.

As of April 28, 2023, we were in compliance with all covenants associated with the Senior Notes. 72 As of April 28, 2023, our aggregate future principal debt maturities are as follows (in millions): Fiscal Year Amount 2024 $ — 2025 400 2026 750 2027 — 2028 550 Thereafter 700 Total $ 2,400 Commercial Paper Program and Credit Facility We have a commercial paper program (the Program), under which we may issue unsecured commercial paper notes.

As of April 26, 2024, we were in compliance with all covenants associated with the Senior Notes. 73 As of April 26, 2024, our aggregate future principal debt maturities are as follows (in millions) : Fiscal Year Amount 2025 $ 400 2026 750 2027 — 2028 550 Thereafter 700 Total $ 2,400 Commercial Paper Program and Credit Facility We have a commercial paper program (the “Program” ), under which we may issue unsecured commercial paper notes.

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 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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 26, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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 28, 2023, 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 14, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

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 26, 2024, 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 10, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

The related deferred compensation plan assets and liabilities under the non-qualified deferred compensation plan were as follows (in millions): April 28, 2023 April 29, 2022 Deferred compensation plan assets $ 36 $ 36 Deferred compensation liabilities reported as: Accrued expenses $ 7 $ 6 Other long-term liabilities $ 29 $ 30 Defined Benefit Plans We maintain various defined benefit plans to provide termination and postretirement benefits to certain eligible employees outside of the U.S.

The related deferred compensation plan assets and liabilities under the non-qualified deferred compensation plan were as follows (in millions): April 26, 2024 April 28, 2023 Deferred compensation plan assets $ 38 $ 36 Deferred compensation liabilities reported as: Accrued expenses $ 6 $ 7 Other long-term liabilities $ 32 $ 29 Defined Benefit Plans We maintain various defined benefit plans to provide termination and postretirement benefits to certain eligible employees outside of the U.S.

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 28, 2023 related to such matters. 87 REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the stockholders and Board of Directors of NetApp, Inc.

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 26, 2024 related to such matters. 88 REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of NetApp, Inc.

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. 46 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.

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 included in Part II, Item 8.

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 27, 2018 in stock or index, including reinvestment of dividends.

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 26, 2019 in stock or index, including reinvestment of dividends.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Year Ended April 28, 2023 April 29, 2022 April 30, 2021 Balance at beginning of period $ 220 $ 221 $ 211 Additions based on tax positions related to the current year 9 11 7 Additions for tax positions of prior years 1 — 11 Decreases for tax positions of prior years ( 5 ) ( 2 ) — Settlements ( 3 ) ( 10 ) ( 8 ) Balance at end of period $ 222 $ 220 $ 221 As of April 28, 2023, we had $ 222 million of gross unrecognized tax benefits, of which $ 144 million has been recorded in other long-term liabilities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Year Ended April 26, 2024 April 28, 2023 April 29, 2022 Balance at beginning of period $ 222 $ 220 $ 221 Additions based on tax positions related to the current year 7 9 11 Additions for tax positions of prior years — 1 — Decreases for tax positions of prior years ( 2 ) ( 5 ) ( 2 ) Settlements ( 7 ) ( 3 ) ( 10 ) Balance at end of period $ 220 $ 222 $ 220 As of April 26, 2024, we had $ 220 million of gross unrecognized tax benefits, of which $ 153 million has been recorded in other long-term liabilities.

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 28, 2023, have remaining lease terms not exceeding 19 years. Some of these leases contain options that allow us to extend or terminate the lease agreement.

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 26, 2024, have remaining lease terms not exceeding 18 years. Some of these leases contain options that allow us to extend or terminate the lease agreement.

As of April 28, 2023, 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.

As of April 26, 2024, 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.

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Top changes in NetApp's 2024 10-K

Item 1. Business

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