NetApp 10-K 2023-04-28

Filed 2023-06-14. 4 sections, 420K characters. Original on sec.gov · Markdown · JSON

What changed since the 2022-04-29 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 28, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-27130

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NetApp, Inc.

(Exact name of registrant as specified in its charter)

Delaware77-0307520
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

3060 Olsen Drive**,**

San Jose**,** California 95128

(Address of principal executive offices, including zip code)

(408) 822-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.001 Par ValueNTAPThe NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of voting stock held by non-affiliates of the registrant, as of October 28, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was $10,276,408,331 (based on the closing price for shares of the registrant’s common stock as reported by the NASDAQ Global Select Market on that date). Shares of common stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of possible affiliate status is not a conclusive determination for other purposes.

On May 31, 2023, 212,430,865 shares of the registrant’s common stock, $0.001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 2023.

TABLE OF CONTENTS

PART I
Item 1Business6
Item 1ARisk Factors14
Item 1BUnresolved Staff Comments28
Item 2Properties28
Item 3Legal Proceedings28
Item 4Mine Safety Disclosures28
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29
Item 6[Reserved]32
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 7AQuantitative and Qualitative Disclosures About Market Risk50
Item 8Financial Statements and Supplementary Data52
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91
Item 9AControls and Procedures91
Item 9BOther Information91
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections91
PART III
Item 10Directors, Executive Officers and Corporate Governance92
Item 11Executive Compensation92
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters92
Item 13Certain Relationships and Related Transactions, and Director Independence92
Item 14Principal Accountant Fees and Services92
PART IV
Item 15Exhibits, Financial Statement Schedules92
Signatures99

Cautionary Note on Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are all statements (and their underlying assumptions) included in this document that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,” “plan,” “predict,” “seek,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to future events or circumstances. A non-comprehensive list of the topics including forward-looking statements in this document includes:

our future financial and operating results;

our strategy;

our beliefs and objectives for future operations, research and development;

expectations regarding future product releases, growth and performance;

political, economic and industry trends;

expected timing of, customer acceptance of and benefits from, product introductions, developments and enhancements;

expected benefits from acquisitions, joint ventures, growth opportunities and investments;

expected outcomes from legal, regulatory and administrative proceedings;

our competitive position;

our short-term and long-term cash requirements, including, without limitation, anticipated capital expenditures;

our anticipated tax rate;

the repayment of our indebtedness; and

future uses of our cash, including, without limitation, the continuation of our stock repurchase and cash dividend programs.

All forward-looking statements included in this document are inherently uncertain as they are based on management’s current expectations and assumptions concerning future events and are subject to numerous known and unknown risks and uncertainties. Therefore, actual events and results may differ materially from these forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, but are not limited to:

the overall growth, technological trends and market changes in the storage and data management, and cloud operations markets;

our ability to develop, introduce and gain market acceptance for new and differentiated hardware and software products, solutions and services without disruption;

our ability to successfully execute on our evolved cloud strategy;

our ability to accurately forecast demand for our products, solutions and services, and future financial performance;

our ability to effectively plan and manage our resources and restructure our business in response to changing market conditions and market demand;

disruptions in our supply chain, which could limit our ability to ship products to our customers in the amounts and at the prices forecasted;

our ability to maintain our customer, partner, supplier, reseller, distributor and contract manufacturer relationships, including with pubic cloud providers, on favorable terms and conditions;

our ability to maintain our gross profit margins;

the actions of our competitors including, without limitation, their ability to introduce competitive technologies, products or services, and to acquire businesses and technologies that negatively impact our strategy, operations or customer demand for our products or services;

the impact of industry consolidation affecting our suppliers, competitors, partners and customers;

our ability to anticipate techniques used to obtain unauthorized access or to sabotage systems and to implement adequate preventative measures against cybersecurity and other security breaches on our systems, products and services;

general global political, macroeconomic, social, health and market conditions;

our ability to successfully recruit and retain qualified personnel and to manage our investment in people, processes and systems;

our ability to effectively integrate acquired businesses, products, services and technologies;

failure of our products and services to meet our customers’ quality requirements, including, without limitation, any epidemic failure event relating to our systems installed by our customers in their IT infrastructures;

changes in U.S. government spending;

our ability to resolve ongoing litigation, tax audits, government audits, inquiries and investigations in line with our expectations;

the availability of acceptable financing to support our future cash requirements;

valuation and liquidity of our investment portfolio;

foreign exchange rate impacts;

our ability to achieve our goals related to environmental, social and governance matters; and

those factors discussed under the heading “Risk Factors” elsewhere in this Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are based upon information available to us at this time. These statements are not guarantees of future performance. Except as required by law, we disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the foregoing factors as well as other important factors.

PA****RT I

Item 1. Business

Overview

NetApp, Inc. (NetApp, we, us or the Company) is a global cloud-led, data-centric software company. We were incorporated in 1992 and are headquartered in San Jose, California. Building on more than three decades of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments. Our portfolio of cloud services, and storage infrastructure, powered by intelligent data management software, enables applications to run faster, more reliably, and more securely, all at a lower cost.

Our opportunity is defined by the durable megatrends of data-driven digital and cloud transformations. NetApp helps organizations meet the complexities created by rapid data and cloud growth, multi-cloud management, and the adoption of next-generation technologies, such as AI, Kubernetes, and modern databases. Our modern approach to hybrid, multicloud infrastructure and data management, which we term ‘evolved cloud’, provides customers the ability to leverage data across their entire estate with simplicity, security, and sustainability which increases our relevance and value to our customers.

In an evolved cloud state, the cloud is fully integrated into an organization’s architecture and operations. Data centers and clouds are seamlessly united and hybrid multicloud operations are simplified, with consistency and observability across environments. The key benefits NetApp brings to an organization’s hybrid multicloud environment are:

Operational simplicity: NetApp’s use of open source, open architectures and APIs, microservices, and common capabilities and data services facilitate the creation of applications that can run anywhere.

Flexibility and consistency: NetApp makes moving data and applications between environments seamless through a common storage foundation across on-premises and multicloud environments.

Cyber resilience: NetApp unifies monitoring, data protection, security, governance, and compliance for total cyber resilience - with consistency and automation across environments.

Continuous operations: NetApp uses AI-driven automation for continuous optimization to service applications and store stateless and stateful applications at the lowest possible costs.

Sustainability: NetApp has industry-leading tools to audit consumption, locate waste, and set guardrails to stop overprovisioning.

Product, Solutions and Services Portfolio

NetApp's portfolio of cloud services and storage infrastructure is powered by intelligent data management software. Our operations are organized into two segments: Hybrid Cloud and Public Cloud.

Hybrid Cloud

Hybrid Cloud offers a portfolio of storage management and infrastructure solutions that help customers recast their traditional data centers into modern data centers with the power of the cloud. Our hybrid cloud portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. We offer a broad portfolio of cloud-connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services.

Intelligent data management software

NetApp ONTAP software is our foundational technology that underpins NetApp's critical storage solutions in the data center and the cloud. ONTAP includes various data management and protection features and capabilities, including automatic ransomware protection against cyber-attacks, built-in data transport features, and storage efficiency capabilities. ONTAP provides the flexibility to design and deploy a storage environment across the broadest range of architectures – from on-premises, hybrid, public, and private clouds. It can be used in NAS, SAN, object environments, and software-defined storage (SDS) situations.

Data integrity and safety are at the heart of any company’s data center. With NetApp’s extensive software tools and utilities, customers can realize their business continuity goals with time, costs, and personnel savings. With NetApp Snapshot, customers can create and manage point-in-time file system copies with no performance impact and minimal storage consumption. This is important for continuous data protection of information in read-only, static, and immutable form. NetApp SnapCenter Backup Management software is designed to deliver high-performance backup and recovery for database and application workloads hosted on ONTAP storage. NetApp SnapMirror Data Replication software can replicate data at high speeds across environments. SnapMirror delivers

robust data management capabilities for virtualization, protecting critical data while providing the flexibility to move data between locations and storage tiers, including cloud service providers. NetApp SnapLock Data Compliance software delivers high-performance disk-based data permanence for HDD and SSD deployments.

NetApp Astra (Astra) is a fully managed application-aware data management service built for emerging Kubernetes workloads container infrastructures. Astra allows organizations to protect, recover, and move applications deployed on Kubernetes with no software to download, install, manage, or upgrade.

Storage infrastructure

NetApp All-Flash FAS (AFF A-Series) is a scale-out platform built for virtualized environments, combining low-latency performance via flash memory (also known as a solid-state storage disk) with best-in-class data management, built-in efficiencies, integrated data protection, multiprotocol support, and nondisruptive operations; cloud and on-premises. AFF 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. AFF C-Series arrays are sustainable, scalable, and secure solutions for Tier 1 and Tier 2 applications. AFF C-series provides customers capacity flash performance and affordability, so that customers do not need to make compromises. The AFF C-Series is ideal for transitioning from hybrid/HDD to all-flash storage; running non-latency sensitive VMware database applications and file environments; and providing a solution for secondary storage targets for disaster recovery, backup, and tiering.

NetApp Fabric Attached Storage (FAS) series are high-volume, high-capacity data storage devices powered by NetApp ONTAP. NetApp FAS Storage Arrays provide customers with a balance of performance and capacity running either disk drives or hybrid-flash configurations. FAS systems are suitable for secondary storage targets for disaster recovery, backup, and tiering.

NetApp E/EF series is built for dedicated, high-bandwidth applications that need simple, fast SAN storage with enterprise-grade reliability. The E-Series is available as a hybrid-flash platform, while the EF-Series is all-flash. On the SANtricity storage operating system, the E/EF-Series storage appliances are designed for performance-sensitive workloads like real-time analytics, high performance computing, and databases.

NetApp StorageGRID is a software-defined object storage solution for large archives, media repositories, and web data stores. Using the industry-standard object APIs like the Amazon Simple Storage Service (S3), the StorageGRID solution, running on the ElementOS data management storage operating system, is provided 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.

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Item 2. Properties

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.

We own approximately 0.7 million square feet of facilities in Bangalore, India on 14 acres of land. The Bangalore site supports research and development, marketing and global services.

We lease approximately 0.3 million square feet of office space for our corporate headquarters located in San Jose, California. The San Jose site supports research and development, corporate general administration, sales and marketing, global services and operations.

We lease approximately 1.3 million square feet in other sales offices and research and development facilities throughout the U.S. and internationally. We expect that our existing facilities and those being developed worldwide are suitable and adequate for our requirements over at least the next two years.

It****em 3. Legal Proceedings

For a discussion of legal proceedings, see Note 17 – Commitments and Contingencies of the Notes to Consolidated Financial Statements.

It****em 4. Mine Safety Disclosures

Not applicable.

PA****RT II

It****em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is traded on the NASDAQ Stock Market LLC (NASDAQ) under the symbol NTAP.

Price Range of Common Stock

The price range per share of common stock presented below represents the highest and lowest intraday sales prices for the Company’s common stock on the NASDAQ during each quarter of our two most recent fiscal years.

Fiscal 2023Fiscal 2022
HighLowHighLow
First Quarter$76.73$61.26$84.19$73.30
Second Quarter$79.09$60.56$94.69$78.05
Third Quarter$75.19$58.08$96.81$82.50
Fourth Quarter$69.75$59.74$96.82$58.83

Holders

As of May 31, 2023 there were approximately 443 holders of record of our common stock.

Dividends

The Company paid cash dividends of $0.50 per outstanding common share in each quarter of fiscal 2023 and fiscal 2022 for an aggregate of $432 million and $446 million, respectively, and $0.48 per outstanding common share in each quarter of fiscal 2021 for an aggregate of $427 million. In the first quarter of fiscal 2024, the Company declared a cash dividend of $0.50 per share of common stock, payable on July 26, 2023 to shareholders of record as of the close of business on July 7, 2023.

Performance Graph

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, of an investment of $100 for the Company, the S&P 500 Index, the S&P 500 Information Technology Index and the S&P 1500 Technology Hardware & Equipment Index for the five years ended April 28, 2023. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. The graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any past or future filing with the SEC, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

Among NetApp, Inc., the S&P 500 Index, the S&P 500 Information Technology Index and the S&P 1500 Technology Hardware & Equipment Index*

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*$100 invested on April 27, 2018 in stock or index, including reinvestment of dividends. Data points are the last day of each fiscal year for the Company’s common stock and each of the indexes.

April 2018April 2019April 2020April 2021April 2022April 2023
NetApp, Inc.$100.00$109.09$67.77$121.79$122.26$108.29
S&P 500 Index$100.00$112.33$110.58$165.75$166.10$170.53
S&P 500 Information Technology Index$100.00$121.88$139.72$222.24$226.45$244.75
S&P 1500 Technology Hardware & Equipment Index$100.00$122.50$140.08$249.10$283.44$300.91

We believe that a number of factors may cause the market price of our common stock to fluctuate significantly. See Item 1A. – Risk Factors.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information with respect to the shares of common stock repurchased by us during the three months ended April 28, 2023:

Total Number of SharesApproximate Dollar Value
Total NumberAveragePurchased as Part ofof Shares That May Yet
of SharesPrice PaidPublicly AnnouncedBe Purchased Under The
PeriodPurchasedper ShareProgramRepurchase Program
(Shares in thousands)(Shares in thousands)(Dollars in millions)
January 28, 2023 - February 24, 2023417$66.89358,124$524
February 25, 2023 - March 24, 2023698$63.11358,822$480
March 25, 2023 - April 28, 20231,222$63.85360,044$402
Total2,337$65.09

In May 2003, our Board of Directors approved a stock repurchase program. As of April 28, 2023, our Board of Directors had authorized the repurchase of up to $15.1 billion of our common stock, and on May 26, 2023, authorized an additional $1.0 billion. Since inception of the program through April 28, 2023, we repurchased a total of 360 million shares of our common stock for an aggregate purchase price of $14.7 billion. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time.

It****em 6. [Reserved]

It****em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussi

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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PA****RT III

It****em 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 with respect to our executive officers is incorporated herein by reference from the information under Item 1 – Business of Part I of this Annual Report on Form 10-K under the section entitled “Information About Our Executive Officers.” The information required by Item 10 with respect to the Company’s directors and corporate governance is incorporated herein by reference from the information provided under the headings “Election of Directors” and “Corporate Governance,” respectively, in the Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April 28, 2023. The information required by Item 405 of Regulation S-K is incorporated herein by reference from the information provided under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement for the 2023 Annual Meeting of Stockholders, to the extent applicable.

We have adopted a written code of ethics that applies to our Board of Directors and all of our employees, including our principal executive officer and principal financial and accounting officer. A copy of the code of ethics, which we refer to as our “Code of Conduct,” is available on our website at http://netapp.com/us/media/code-of-conduct.pdf. We will post any amendments to or waivers from the provisions of our Code of Conduct on our website.

It****em 11. Executive Compensation

Information regarding the compensation of executive officers and directors of the Company is incorporated by reference from the information under the headings “Executive Compensation and Related Information” and “Director Compensation,” respectively, in our Proxy Statement for the 2023 Annual Meeting of Stockholders (provided that the information under the heading "Pay Versus Performance" shall not be deemed to be incorporated by reference herein).

It****em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2023 Annual Meeting of Stockholders.

It****em 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions and director independence is incorporated by reference from the information under the headings “Corporate Governance” and “Certain Transactions with Related Parties” in our Proxy Statement for the 2023 Annual Meeting of Stockholders.

It****em 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for the 2023 Annual Meeting of Stockholders.

With the exception of the information incorporated in Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, NetApp’s Proxy Statement is not deemed “filed” as part of this Annual Report on Form 10-K.

PA****RT IV

It****em 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report

(1) All Financial Statements

See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K

(2) Financial Statement Schedules

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

(3) Exhibits required by Item 601 of Regulation S-K

The information required by this Section (a)(3) of Item 15 is as follows:

EXHIBIT INDEX

Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
3.1Certificate of Incorporation of the Company, as amended.10-Q000-271303.1September 13, 2021
3.2Bylaws of the Company.8-K000-271303.2September 13, 2021
4.1Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.1December 12, 2012
4.2First Supplemental Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.2December 12, 2012
4.3Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association.8-K000-271304.2September 29, 2017
4.4Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association.8-K000-271304.2June 22, 2020
4.5Description of Capital Stock of the Company.————
10.1*Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.8-K000-2713010.1May 31, 2023
10.2*Form of Change of Control Severance Agreement.8-K000-2713010.1May 22, 2019
10.3*The Company’s Amended and Restated Executive Compensation Plan, as amended effective June 20, 2018.10-Q000-2713010.1August 21, 2018
10.4*The Company’s Deferred Compensation Plan.8-K000-271302.1July 7, 2005
10.5*The Company’s Employee Stock Purchase Plan, as amended effective July 19, 2021.DEF 14A000-27130Appendix BJuly 30, 2021
10.6*The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018.DEF 14A000-27130Appendix AAugust 1, 2018
10.7*Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Employees).10-Q000-2713010.4November 26, 2013
10.8*Form of Restricted Stock Unit Agreement (Employees) approved for use under the Company’s 1999 Stock option Plan, effective June 2019.10-K000-2713010.14June 15, 2020
10.9*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-K000-2713010.29July 8, 2005
10.10*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-K000-2713010.28July 8, 2005
10.11*Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors).10-K000-2713010.17June 18, 2010
10.12*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan.10-Q000-2713010.2February 11, 2019
10.13*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.19June 15, 2020
10.14*Form of Restricted Stock Unit Agreement (Performance-Based) Total Stockholder Return approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.23June 15, 2020
10.15*SolidFire, Inc. 2016 Stock Incentive Plan.S-8333-20957099.2February 17, 2016
10.16*Spotinst Inc. 2016 Equity Incentive Plan.S-8333-24848099.1August 28, 2020
10.17*The Company's 2021 Equity Incentive Plan, effective September 10, 2021.DEF 14A000-27130Appendix AJuly 30, 2021
10.18*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021.10-Q000-2713010.1December 2, 2021
10.19*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective September 10, 2021.10-Q000-2713010.2December 2, 2021
10.20*Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021.10-Q000-2713010.3December 2, 2021
10.21*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Non-Employee Director), effective November 1, 2021.10-Q000-2713010.1March 2, 2022
10.22*Plexistor Ltd. Amended and Restated Global Share Incentive Plan (2014).S-8333-21906199.1June 29, 2017
10.23*Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016).S-8333-23218799.1June 18, 2019
10.24*CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan.S-8333-26146599.1December 2, 2021
10.25*Outside Director Compensation Policy, effective November 1, 2021.10-Q000-2713010.2March 2, 2022
10.26*Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option PlanS-8333-26564899.1June 16, 2022
10.27*Form of Restricted Stock Unit Agreement (Performance-Based) – Billings approved for use under the Company’s 2021 Equity Incentive Plan, effective July 1, 2022————
10.28*Form of Restricted Stock Unit Agreement (Performance-Based) – Total Shareholder Return approved for use under the Company’s 2021 Equity Incentive Plan, effective July 1, 2022————
10.29NetApp, Inc. Executive Retiree Health Plan, as amended and restated.8-K000-2713010.1November 21, 2016
10.30Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among the NetApp, Inc, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.8-K000-2713010.1January 22, 2021
10.31Amendment No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, the10-Q000-2713010.3March 2, 2022
lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10.32Amendment No.2 to Amended and Restated Credit Agreement, dated as of May 3, 2023, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.————
10.33Form of Dealer Agreement between the Company, as issuer, and each Dealer.8-K000-2713010.2December 12, 2016
10.34Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2016 by and between the Company and Google Inc.10-K000-2713010.41June 22, 2016
10.35First 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-K000-2713010.42June 22, 2016
10.36Second 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-K000-2713010.43June 22, 2016
10.37Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 by and between the Company and Google Inc.10-Q000-2713010.2November 29, 2017
10.38First 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-Q000-2713010.3November 29, 2017
10.39Second 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-Q000-2713010.4November 29, 2017
10.40Third 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-Q000-2713010.1February 22, 2018
10.41Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017,10-Q000-2713010.2February 22, 2018
by and between the Company and Google LLC.
10.42Fifth 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-Q000-2713010.3February 22, 2018
10.43Sixth 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-Q000-2713010.4February 22, 2018
10.44Seventh Amendment to the Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 15, 2019 by and between the Company and Google LLC.10-K000-2713010.54June 18, 2019
10.45Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard.10-K000-2713010.57June 15, 2020
10.46Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.10-K000-2713010.58June 15, 2020
10.47Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 202110-Q000-2713010.1January 29, 2021
10.48Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020.10-Q000-2713010.1August 28, 2020
10.49Underwriting Agreement, dated June 17, 2020, by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.8-K000-271301.1June 17, 2020
21.1Subsidiaries of the Company.————
23.1Consent of Independent Registered Public Accounting Firm.————
24.1Power of Attorney (see signature page).————
31.1Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
31.2Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
32.1Certification 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.————
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.————
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document————
101.SCHInline XBRL Taxonomy Extension Schema Document————
101.CALInline XBRL Taxonomy Calculation Linkbase Document————
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document————
101.LABInline XBRL Taxonomy Label Linkbase Document————
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document————
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • Identifies management plan or compensatory plan or arrangement.

(p) Identifies paper format filed exhibit.

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.
By:/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer)
Date: June 14, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Michael J. Berry, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ GEORGE KURIANChief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer)June 14, 2023
George Kurian
/s/ MICHAEL J. BERRYExecutive Vice President and Chief Financial Officer (Principal Financial Officer)June 14, 2023
Michael J. Berry
/s/ ROBERT PARKSVice President and Chief Accounting Officer (Principal Accounting Officer)June 14, 2023
Robert Parks
/s/ T. MICHAEL NEVENSChairman of the BoardJune 14, 2023
T. Michael Nevens
/s/ GERALD HELDDirectorJune 14, 2023
Gerald Held
/s/ KATHRYN M. HILLDirectorJune 14, 2023
Kathryn M. Hill
/s/ DEBORAH KERRDirectorJune 14, 2023
Deborah Kerr
/s/ SCOTT SCHENKELDirectorJune 14, 2023
Scott Schenkel
/s/ GEORGE T. SHAHEENDirectorJune 14, 2023
George T. Shaheen
/s/ CARRIE PALINDirectorJune 14, 2023
Carrie Palin
/s/ DEEPAK AHUJADirectorJune 14, 2023
Deepak Ahuja