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| (a) | Documents filed as part of this report |
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| (1) | All Financial Statements |
See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K
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| (2) | Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
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| (3) | Exhibits required by Item 601 of Regulation S-K |
The information required by this Section (a)(3) of Item 15 is as follows:
EXHIBIT INDEX
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 3.1 | | Certificate of Incorporation of the Company, as amended. | | 10-Q | | 000-27130 | | 3.1 | | November 26, 2013 |
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| 3.2 | | Bylaws of the Company. | | 8-K | | 000-27130 | | 3.1 | | April 30, 2018 |
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| 4.1 | | Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.1 | | December 12, 2012 |
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| 4.2 | | First Supplemental Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | December 12, 2012 |
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| 4.3 | | Second Supplemental Indenture dated June 5, 2014 by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.1 | | June 5, 2014 |
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| 4.4 | | Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | September 29, 2017 |
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| 10.1* | | Form of Indemnification Agreement by and between the Company and each of its directors and executive officers. | | 10-Q | | 000-27130 | | 10.1 | | August 28, 2014 |
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| 10.2* | | Form of Change of Control Severance Agreement. | | 8-K | | 000-27130 | | 10.1 | | June 28, 2016 |
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| 10.3* | | The Company’s Amended and Restated Executive Compensation Plan, as amended effective July 23, 2014. | | DEF 14A | | 000-27130 | | Appendix C | | July 25, 2014 |
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| 10.4* | | The Company’s Deferred Compensation Plan. | | 8-K | | 000-27130 | | 2.1 | | July 7, 2005 |
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| 10.5* | | The Company’s Amended and Restated Employee Stock Purchase Plan, as amended effective July 17, 2017. | | DEF 14A | | 000-27130 | | Appendix B | | August 1, 2017 |
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| 10.6* | | The Company’s Amended and Restated 1995 Stock Incentive Plan. | | DEF 14A | | 000-27130 | | | | August 21, 1998 |
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| 10.7* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan. | | 10-K | | 000-27130 | | 10.21 | | July 8, 2005 |
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| 10.8* | | Form of Stock Issuance Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Restricted Stock). | | 10-K | | 000-27130 | | 10.23 | | July 8, 2005 |
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| 10.9* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Chairman of the Board or any Board Committee Chairperson). | | 10-K | | 000-27130 | | 10.22 | | July 8, 2005 |
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| 10.10* | | The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 20, 2017. | | DEF 14A | | 000-27130 | | Appendix A | | August 1, 2017 |
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 10.11* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan. | | 10-Q | | 000-27130 | | 10.3 | | November 26, 2013 |
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| 10.12* | | Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Employees). | | 10-Q | | 000-27130 | | 10.4 | | November 26, 2013 |
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| 10.13* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Initial). | | 10-K | | 000-27130 | | 10.29 | | July 8, 2005 |
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| 10.14* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Annual). | | 10-K | | 000-27130 | | 10.28 | | July 8, 2005 |
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| 10.15* | | Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors). | | 10-K | | 000-27130 | | 10.17 | | June 18, 2010 |
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| 10.16* | | Form of Restricted Stock Unit Agreement (Performance Based) under the NetApp, Inc. 1999 Stock Option Plan. | | 8-K | | 000-27130 | | 10.1 | | June 26, 2015 |
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| 10.17* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (China). | | 10-K | | 000-27130 | | 10.27 | | July 8, 2005 |
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| 10.18* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (France). | | 10-K | | 000-27130 | | 10.30 | | July 8, 2005 |
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| 10.19* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (India). | | 10-K | | 000-27130 | | 10.31 | | July 8, 2005 |
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| 10.20* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (United Kingdom). | | 10-K | | 000-27130 | | 10.32 | | July 8, 2005 |
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| 10.21* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Israel). | | 10-K | | 000-27130 | | 10.81 | | June 24, 2008 |
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| 10.22* | | Onaro, Inc. Amended and Restated 2002 Stock Option and Incentive Plan (including Appendix — Israeli Taxpayers). | | S-8 | | 333-149375 | | 4.1 | | February 25, 2008 |
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| 10.23* | | Bycast Inc. 2010 Equity Incentive Plan. | | S-8 | | 333-167619 | | 99.1 | | June 18, 2010 |
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| 10.24* | | Incentive Stock Option Plan of Bycast Inc. | | S-8 | | 333-167619 | | 99.2 | | June 18, 2010 |
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| 10.25* | | SolidFire, Inc. 2010 Stock Incentive Plan. | | S-8 | | 333-209570 | | 99.1 | | February 17, 2016 |
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| 10.26* | | SolidFire, Inc. 2016 Equity Incentive Plan. | | S-8 | | 333-209570 | | 99.2 | | February 17, 2016 |
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| 10.27* | | Outside Director Compensation Policy. | | 10-K | | 000-27130 | | 10.65 | | June 19, 2012 |
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| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.28* | | Offer Letter for employment at the Company to Ronald Pasek, dated March 22, 2016. | | 10-K | | 000-27130 | | 10.35 | | June 22, 2016 |
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| 10.29* | | NetApp, Inc. Executive Retiree Health Plan, as amended and restated. | | 8-K | | 000-27130 | | 10.1 | | November 21, 2016 |
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| 10.30 | | Credit Agreement, dated as of December 12, 2016, by and among the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Citibank, N.A., as co-documentation agents. | | 8-K | | 000-27130 | | 10.1 | | December 12, 2016 |
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| 10.31 | | Amendment No. 1 to Credit Agreement, dated as of July 17, 2017, by and among the Company, the financial institutions listed on the signature pages and JPMorgan Chase Bank, N.A., as administrative agent. | | 8-K | | 000-27130 | | 10.1 | | July 17, 2017 |
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| 10.32 | | Form of Dealer Agreement between the Company, as issuer, and each Dealer. | | 8-K | | 000-27130 | | 10.2 | | December 12, 2016 |
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| 10.33 | | Collared Accelerated Share Repurchase Transaction dated as of June 5, 2013, by and between the Company and Goldman, Sachs & Co. | | 10-Q | | 000-27130 | | 10.1 | | August 29, 2013 |
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| 10.34 | | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2016 by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.41 | | June 22, 2016 |
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| 10.35 | | First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 11, 2016, by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.42 | | June 22, 2016 |
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| 10.36 | | Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of April 8, 2016, by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.43 | | June 22, 2016 |
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| 10.37 | | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 by and between the Company and Google Inc. | | 10-Q | | 000-27130 | | 10.2 | | November 29, 2017 |
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| 10.38 | | First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 2, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.3 | | November 29, 2017 |
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| 10.39 | | Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 25, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.4 | | November 29, 2017 |
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| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.40 | | Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 31, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.1 | | February 22, 2018 |
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| 10.41 | | Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.2 | | February 22, 2018 |
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| 10.42 | | Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 8, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.3 | | February 22, 2018 |
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| 10.43 | | Sixth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 10, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.4 | | February 22, 2018 |
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| 21.1 | | Subsidiaries of the Company. | | — | | — | | — | | — |
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| 23.1 | | Consent of Independent Registered Public Accounting Firm. | | — | | — | | — | | — |
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| 24.1 | | Power of Attorney (see signature page). | | — | | — | | — | | — |
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| 31.1 | | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
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| 31.2 | | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
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| 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
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| 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
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| 101.INS | | XBRL Instance Document | | — | | — | | — | | — |
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| 101.SCH | | XBRL Taxonomy Extension Schema Document | | — | | — | | — | | — |
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| 101.CAL | | XBRL Taxonomy Calculation Linkbase Document | | — | | — | | — | | — |
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| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | — | | — | | — | | — |
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| 101.LAB | | XBRL Taxonomy Label Linkbase Document | | — | | — | | — | | — |
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| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | — | | — | | — | | — |
| * | Identifies management plan or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NETAPP, INC. | | |
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| By: | | /s/ GEORGE KURIAN |
| | George Kurian |
| | Chief Executive Officer and President (Principal Executive Officer and Principal Operating Officer) |
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| Date: June 19, 2018 | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Ronald J. Pasek, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | | Title | | Date |
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| /s/ GEORGE KURIAN | | Chief Executive Officer and President (Principal Executive Officer and Principal Operating Officer) | | June 19, 2018 |
| George Kurian | | | | |
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| /s/ RONALD J. PASEK | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | June 19, 2018 |
| Ronald J. Pasek | | | | |
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| /s/ T. MICHAEL NEVENS | | Chairman of the Board | | June 19, 2018 |
| T. Michael Nevens | | | | |
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| /s/ ALAN L. EARHART | | Director | | June 19, 2018 |
| Alan L. Earhart | | | | |
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| /s/ GERALD HELD | | Director | | June 19, 2018 |
| Gerald Held | | | | |
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| /s/ KATHRYN M. HILL | | Director | | June 19, 2018 |
| Kathryn M. Hill | | | | |
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| /s/ DEBORAH KERR | | Director | | June 19, 2018 |
| Deborah Kerr | | | | |
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| /s/ SCOTT SCHENKEL | | Director | | June 19, 2018 |
| Scott Schenkel | | | | |
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| /s/ GEORGE T. SHAHEEN | | Director | | June 19, 2018 |
| George T. Shaheen | | | | |
| /s/ RICHARD P. WALLACE | | Director | | June 19, 2018 |
| Richard P. Wallace | | | | |