NetApp (NTAP) 10-K risk factor changes: FY2023 vs FY2022

NetApp, Inc. (NetApp, we, [added: us] or [removed: us)] [added: the Company)] is a global cloud-led, data-centric software company.

Building on [removed: a rich history] [added: more than three decades] of innovation, [removed: NetApp gives] [added: we give] customers the freedom to manage applications and data across hybrid multicloud environments.

[removed: NetApp delivers a] [added: NetApp's] portfolio of cloud [removed: services,] [added: services] and storage [removed: infrastructure,] [added: infrastructure is] powered by intelligent data management software.

*Hybrid Cloud* offers a portfolio of storage management and infrastructure solutions that help customers recast their [added: traditional] data centers [added: into modern data centers] with the power of [added: the] cloud.

[removed: This] [added: Our hybrid cloud] portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations.

NetApp ONTAP software is [removed: the] [added: our] foundational technology that underpins NetApp's [removed: key] [added: critical] storage solutions in the data center and [removed: in] the cloud.

ONTAP includes [removed: a wide variety of] [added: various] data management and protection features and capabilities, including automatic ransomware protection against cyber-attacks, built-in data transport features, and storage efficiency capabilities.

NetApp SnapMirror Data Replication software [removed: is able to] [added: can] replicate data at high speeds across environments.

[removed: 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 [removed: Astra] [added: Astra (Astra)] is a fully managed application-aware data management service built for [added: emerging] Kubernetes [removed: workloads.][added: workloads container infrastructures.]

NetApp All-Flash FAS [removed: (AFF) series] [added: (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.

[removed: AFF,] [added: AFF A-Series,] powered by ONTAP, allows customers to connect to clouds for more data services, data tiering, caching, and disaster recovery.

The AFF [removed: Series] [added: 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 FAS Storage Arrays provide customers with a balance of performance and capacity running either disk [removed: drives, hybrid-flash] [added: drives] or [removed: newer, cost-efficient flash memory known as Quad-level cell (QLC).][added: hybrid-flash configurations.]

[removed: Running on] [added: On] the SANtricity storage operating system, the E/EF-Series storage appliances are designed for performance-sensitive workloads like real-time analytics, [removed: HPC,] [added: high performance computing,] and databases.

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 [removed: both] as a NetApp-branded storage solution and as a software-defined solution on third-party hardware.

This portfolio includes cloud storage and data [removed: services,] [added: services] and cloud operations services.

Our enterprise-class solutions and services [removed: enables] [added: enable] customers to control and manage storage in the cloud, consume high-performance storage services for primary workloads, and optimize cloud environments for cost and efficiency.

These solutions and services are generally available on the leading public clouds, including [added: Amazon AWS,] Microsoft Azure, [added: and] Google Cloud [removed: Platform and Amazon AWS.][added: Platform.]

Cloud [removed: storage and] [added: storage,] data [removed: services][added: services, and software]

The platform is anchored by NetApp Cloud Volumes ONTAP, a cloud-based software for customers who wish to manage their own cloud storage [removed: infrastructure, and based on the same ONTAP software that underpins our storage infrastructure offerings.][added: infrastructure.]

Fully managed cloud storage offerings are available natively on Microsoft Azure as Azure NetApp Files, on AWS as Amazon FSx for NetApp ONTAP, and on Google Cloud as NetApp Cloud Volumes Service for Google [removed: Cloud.][added: Cloud.]

[added: Inline data compression, deduplication, compaction,] and cloud tiering [removed: (NetApp Cloud Tiering)] [added: (BlueXP Tiering service)] work together to reduce storage costs and maximize [removed: the amount of] data [removed: stored.][added: storage.]

NetApp [removed: Cloud] Backup [added: service] delivers seamless and cost-effective backup and restore capabilities for protecting and archiving cloud and on-premises [removed: ONTAP data.][added: data managed by ONTAP.]

[removed: NetApp Cloud Data Sense (formerly Cloud Compliance),] [added: BlueXP Compliance service] provides data discovery, mapping, and classification driven by artificial intelligence algorithms with automated controls and reporting for data privacy regulations such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and more.

[removed: NetApp Cloud Volumes Edge Cache (formerly Global File Cache) software] [added: Lastly, the BlueXP Cache service] delivers fast and secure access to data for users by caching active data sets to distributed offices globally.

NetApp Cloud Insights is an infrastructure monitoring tool that gives organizations visibility into their entire [removed: infrastructure with the ability to monitor, troubleshoot, and optimize cost across all resources, including public clouds and private data centers.][added: infrastructure.]

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 [added: the] cloud while reducing costs and complexity.

Combining machine learning, predictive [removed: analytics] [added: analytics,] and cloud automation, the Spot platform continuously optimizes cloud infrastructure and operations to deliver scalable, [removed: reliable] [added: reliable,] and secure [removed: infrastructure for applications.][added: application infrastructure.]

Our diversified customer base spans industry segments and vertical markets such as energy, financial services, government, technology, internet, life sciences, healthcare services, manufacturing, media, entertainment, animation, video postproduction and [added: telecommunications.]

During fiscal [removed: 2022,] [added: 2023,] sales through our indirect channels represented [removed: 77%] [added: 78%] of our net revenues.

As of April [removed: 29, 2022,] [added: 28, 2023,] our worldwide sales and marketing functions consisted of approximately 5,700 managers, sales representatives and technical support personnel.

We have [removed: field sales] offices in approximately [removed: 30] [added: 25] countries.

Sales to customers Arrow Electronics, Inc. and Tech Data Corporation accounted for 24% and 21% of our net revenues, respectively, in fiscal [removed: 2022.][added: 2023.]

We derive a [removed: majority] [added: substantial amount] of our revenue in any given quarter from customer orders booked in the same quarter.

We have outsourced manufacturing operations to third parties located in [removed: Memphis, Tennessee;] Fremont, California; San Jose, California; San Antonio, Texas; Guadalajara, Mexico; Schiphol Airport, The Netherlands; [removed: Komarom and] Tiszaujvaros, Hungary; [removed: Wuxi and Tianjin,] [added: Wuxi,] China; Taoyuan City, Taiwan; and Singapore.

Our research and development team delivers innovation to help customers [removed: modernize their IT environment and unlock the best of cloud.][added: create an evolved cloud experience.]

[added: We] leverage our talent and shared IP for cloud- and hybrid-cloud solutions to remain agile to changing market conditions.

Total research and development expenses were [added: $956 million in fiscal 2023, and] $881 million in each of fiscal 2022 and fiscal [removed: 2021, and $847 million in fiscal 2020.][added: 2021.]

We have been [removed: granted] [added: granted,] or own by [removed: assignment] [added: 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.

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.

Our operations are organized into two segments: Hybrid Cloud and Public Cloud.

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.

SnapMirror delivers

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.

FAS systems are suitable for secondary storage targets for disaster recovery, backup, and tiering.

It is based on the same ONTAP data management software that underpins our storage infrastructure offerings.

Manageability

At the heart of our public cloud storage and data service offerings is NetApp BlueXP.

BlueXP is a unified control plane that enables customers to manage their entire data landscape through one single, SaaS-delivered point of control.

NetApp BlueXP combines storage and data services via its unified control plane to change how hybrid, multicloud environments are managed, optimized, and controlled.

An intuitive interface and powerful automation help decrease resource waste, complexity, and the risk of managing diverse environments.

It brings customers operational simplicity in a complex world.

Within BlueXP are standard and optional capabilities (services) which allow customers to control their data and operations.

With BlueXP Sync service, customers can migrate data to the cloud securely and efficiently.

Customers can choose where to deploy primary workloads without re-architecting applications or databases.

It can monitor, troubleshoot, and optimize costs across all resources, including public clouds and private data centers.

Working in conjunction with the BlueXP manageability and control plane services, customers can have deep insights into their data operations.

Another cloud operations service is Instaclustr, our platform that provides fully managed open-source databases, pipelines, and workflow applications delivered as a service.

Instaclustr helps organizations deliver cloud-native applications at scale by operating and supporting their data infrastructure through its SaaS platform for those designing and building around open-source technologies.

NetApp Keystone is our pay-as-you-grow, storage-as-a-service (STaaS) offering that delivers a seamless hybrid cloud experience for those preferring operating expense consumption models to upfront capital expense or leasing.

With a unified management console and monthly bill for both on-premises and cloud data storage services, Keystone lets organizations provision and monitor, and even move storage spend across their hybrid cloud environment for financial and operational flexibility.

In the last two years, we have seen an unprecedented acceleration of digital transformation.

Organizations accelerated digital initiatives to strengthen and optimize operations, as well as to create new experiences for customers and employees.

All these efforts require these organizations to manage and protect data while ensuring that the underlying cloud and data center infrastructure can support application performance and reliability cost-effectively.

Increasingly, complexity is the primary barrier to building new applications and capabilities quickly.

Our vision is to help our customers increase the pace of innovation by reducing complexity with intelligent software services that manage, protect and optimize data, storage infrastructure, and cloud resources.

Our strategy is to help our customers:

Build their data fabric with a single, unified, enterprise-grade data experience across the hybrid multicloud.

Modernize data centers with cloud-like capabilities and consumption models.

Accelerate cloud deployment by removing economic and operational barriers.

Simplify the management of hybrid multicloud environments with a single management plane.

At the end of the first quarter of fiscal year 2022, corresponding with how we manage the company, we established two segments for financial reporting purposes: Hybrid Cloud and Public Cloud.

ONTAP provides flexibility to design and deploy a storage environment across the broadest range of architectures - engineered systems, software-defined storage (SDS), and the cloud – while unifying data management across all of them, as well as SAN and NAS environments.

Customers can realize savings with space-efficient NetApp Snapshot™ copies, thin provisioning, replication, and cloning technologies.

ONTAP includes a number of data protection features designed to safeguard data from corruption, compromise, or loss and to help our customers quickly recover when unexpected events occur.

NetApp ElementOS software delivers agility through scale-out flexibility, predictable performance, and automation integrations so organizations can build clouds to accelerate new services.

ElementOS software enables innovative architectures with flexible scale for our customers' private clouds.

NetApp SANtricity software is the data management software that powers and administers the NetApp E/EF Series storage arrays.

SANtricity software offers industry-leading performance, reliability, and ease of use.

These capabilities mean that storage administrators can make configuration changes, perform maintenance, and expand storage capacity without disrupting I/O to attached hosts.

QLC based systems (FAS500f) are designed for a balanced ratio of capacity and performance.

FAS systems cost-effectively deliver data protection, security, and scalability.

NetApp FlexPod is a converged infrastructure solution.

It combines servers (compute), storage resources, and the network fabric to create an agile, efficient, and scalable platform for hosting applications.

Using Cisco Validated Design methodologies, the FlexPod platform is a portfolio of pre-validated designs used to meet the challenges of simplifying deployments for best-in-class data center architectures based on the Cisco Unified Computing System and NetApp data storage solutions.

NetApp SolidFire is a scale-out, all-flash storage platform designed for large-scale infrastructure.

It is primarily positioned for private cloud solutions.

SolidFire, running on the ElementOS data management storage operating system, allows customers to manage storage performance independent of capabilities and guarantee performance to thousands of applications within a single storage platform.

With ONTAP’s built-in data transport features (NetApp Cloud Sync), customers can migrate data to the cloud securely and efficiently and can choose where to deploy primary workloads without having to re-architect applications or databases.

Inline data compression, deduplication, compaction,

With solutions for virtual machines, containers, and key workloads, the Spot portfolio’s automation and optimization capabilities give customers more cloud at less cost.

Spot Elastigroup enables customers to scale mission-critical workloads on AWS with automated, optimized cloud infrastructure management.

The Spot Ocean Kubernetes Suite enables customers to dynamically provision, scale and optimize cloud resources for microservices and big data workloads.

Spot Security delivers cloud security analysis and threat reduction for actionable compliance, remediation, and prevention.

Spot Eco enables customers to maximize their cloud savings with intelligent management of AWS reserved instances and savings plans.

Spot CloudCheckr provides actionable cloud cost analysis with visibility into performance and optimization opportunities.

telecommunications.

During the second quarter of our fiscal year, we have historically experienced increased sales, driven by the government sector, concurrent with the end of the U.S. federal government’s fiscal year in September, as well as an increase in business from European markets.

We

Our R&D priorities are to help customers harness the power of public- and multi-cloud solutions, enabling modern data management applications and services, and to enable simple cloud-like experiences on-premises.

COVID-19

For the fiscal year ended April [removed: 29, 2022][added: 28, 2023]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of October [removed: 29, 2021,] [added: 28, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $12,494,943,961] [added: $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).

On [removed: June 1, 2022, 221,190,424] [added: May 31, 2023, 212,430,865] shares of the registrant’s common stock, $0.001 par value, were outstanding.

The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April [removed: 29, 2022.][added: 28, 2023.]

| Item 1A | | [Risk Factors](#item_1a_risk_factors) | | [removed: 15] [added: 14] |

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 29] [added: 28] |

| Item 2 | | [Properties](#item_2_properties) | | [removed: 29] [added: 28] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 29] [added: 28] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 29] [added: 28] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common) | | [removed: 30] [added: 29] |

| Item 6 | | [\[Reserved\]](#item_6_selected_financial_data) | | [removed: 33] [added: 32] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_mda) | | [removed: 34] [added: 33] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_and_qualitative) | | [removed: 51] [added: 50] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements) | | [removed: 53] [added: 52] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_and_disagreements) | | [removed: 92] [added: 91] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_and_procedures) | | [removed: 92] [added: 91] |

| Item 9B | | [Other Information](#item_9b_other_information) | | [removed: 92] [added: 91] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item9c) | | [removed: 92] [added: 91] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_officers) | | [removed: 93] [added: 92] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 93] [added: 92] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership) | | [removed: 93] [added: 92] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships) | | [removed: 93] [added: 92] |

| Item 14 | | [Principal [removed: Accounting] [added: Accountant] Fees and Services](#item_14_principal_accountant_fees) | | [removed: 93] [added: 92] |

| Item 15 | | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement) | | [removed: 93] [added: 92] |

| [Signatures](#signatures) | | | | [removed: 100] [added: 99] |

the overall growth, technological trends and market changes in the [removed: enterprise] storage and data management, [removed: cloud storage] and cloud operations markets;

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

our ability to successfully execute on our [removed: Data Fabric] [added: evolved cloud] strategy;

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

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

our ability to effectively integrate acquired businesses, [removed: products] [added: products, services] and technologies;

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).

the impacts of the global COVID-19 pandemic and uneven recovery on our business operations, financial condition, results of operations or cash flows;

our ability to successfully manage our backlog;

We owned or leased, domestically and internationally, the following properties as of April [removed: 29, 2022.][added: 28, 2023.]

We lease approximately [removed: 1.2] [added: 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 [removed: years and that additional space will be available if needed.][added: years.]

| | | Fiscal [added: 2023 to Fiscal] 2022 | | | | [removed: | | | |] Fiscal [added: 2022 to Fiscal] 2021 | | | [removed: | | | |]

| First Quarter | | $ | [removed: 84.19] [added: 76.73] | | | $ | [removed: 73.30] [added: 61.26] | | | $ | [removed: 49.65] [added: 84.19] | | | $ | [removed: 39.81] [added: 73.30] | |

| Second Quarter | | $ | [removed: 94.69] [added: 79.09] | | | $ | [removed: 78.05] [added: 60.56] | | | $ | [removed: 48.94] [added: 94.69] | | | $ | [removed: 40.08] [added: 78.05] | |

| Third Quarter | | $ | [removed: 96.81] [added: 75.19] | | | $ | [removed: 82.50] [added: 58.08] | | | $ | [removed: 70.64] [added: 96.81] | | | $ | [removed: 43.92] [added: 82.50] | |

| Fourth Quarter | | $ | [removed: 96.82] [added: 69.75] | | | $ | [removed: 58.83] [added: 59.74] | | | $ | [removed: 78.77] [added: 96.82] | | | $ | 58.83 | |

As of [removed: June 1, 2022] [added: May 31, 2023] there were approximately [removed: 461] [added: 443] holders of record of our common stock.

The Company paid cash dividends of $0.50 per outstanding common share in each quarter of fiscal [added: 2023 and fiscal] 2022 for an aggregate of [added: $432 million and] $446 million, [added: respectively, and] $0.48 per outstanding common share in each quarter of fiscal 2021 [removed: and fiscal 2020] for an aggregate of $427 [removed: million and $439 million, respectively.][added: million.]

In the first quarter of fiscal [removed: 2023,] [added: 2024,] the Company declared a cash dividend of $0.50 per share of common stock, payable on July [removed: 27, 2022] [added: 26, 2023] to shareholders of record as of the close of business on July [removed: 8, 2022.][added: 7, 2023.]

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 [removed: 29, 2022.][added: 28, 2023.]

[removed: ][added: ]

*$100 invested on April [removed: 28, 2017] [added: 27, 2018] in stock or index, including reinvestment of dividends.

| | | April [removed: 2017 | | | | April] 2018 | | | | April 2019 | | | | April 2020 | | | | April 2021 | | | | April 2022 | | | [added: | April 2023 | | |]

The following table provides information with respect to the shares of common stock repurchased by us during the three months ended April [removed: 29, 2022:][added: 28, 2023:]

As of April [removed: 29, 2022,] [added: 28, 2023,] our Board of Directors [removed: had] [added: has] authorized the repurchase of up to $15.1 billion of our common stock.

Since inception of the program through April [removed: 29, 2022,] [added: 28, 2023,] we repurchased a total of [removed: 347] [added: 360] million shares of our common stock for an aggregate purchase price of [removed: $13.9] [added: $14.7] billion.

Building on [removed: a rich history] [added: more than three decades] of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments.

[removed: As of the end of our first quarter of fiscal 2022, our] [added: Our] Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, [removed: realigned internal reporting and began using] [added: reviews certain] financial information for components of our business, organized based on category of product/solution, to evaluate performance and allocate resources.

[removed: This resulted in the creation of] [added: We have] two [added: operating segments and two] reportable segments for financial reporting purposes: Hybrid Cloud and Public Cloud.

*Hybrid Cloud* offers a portfolio of storage management and infrastructure solutions that help customers recast their [added: traditional] data centers with the power of cloud.

[removed: This] [added: Our hybrid cloud] portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations.

This portfolio includes cloud storage and data [removed: services,] [added: services] and cloud operations services.

These solutions and services are generally available on the leading public clouds, including [added: Amazon AWS,] Microsoft Azure, [added: and] Google Cloud [removed: Platform and Amazon AWS.][added: Platform.]

Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad [removed: could] [added: have resulted and may continue to] result in adverse macroeconomic conditions, including inflation, [added: rising interest rates, foreign exchange volatility,] slower growth [removed: or] [added: and possibly a] recession.

Supply chain constraints, particularly in the [removed: second] [added: first] half of fiscal [removed: 2022,] [added: 2023,] led to higher product component and freight costs [removed: which increased our cost of revenues.][added: in fiscal 2023 compared to fiscal 2022.]

Supply chain constraints also delayed our ability to fulfill certain customer orders during the [added: first half of] fiscal [removed: year.][added: 2023.]

| | [removed: |] Year [removed: Ended] [added: Ended April 28, 2023] | | | | | | | | | | |

| | | April [removed: 29, 2022] [added: 28, 2023] | | | | April [removed: 30, 2021] [added: 29, 2022] | | | | April [removed: 24, 2020] [added: 30, 2021] | | |

| Net revenues | | $ | [removed: 6,318] [added: 6,362] | | | $ | [removed: 5,744] [added: 6,318] | | | $ | [removed: 5,412] [added: 5,744] | |

| Gross profit | | $ | [removed: 4,220] [added: 4,209] | | | $ | [removed: 3,815] [added: 4,220] | | | $ | [removed: 3,623] [added: 3,815] | |

| Gross profit margin percentage | | | [removed: 67] [added: 66] | % | | | [removed: 66] [added: 67] | % | | | [removed: 67] [added: 66] | % |

| Income from operations | | $ | [removed: 1,157] [added: 1,018] | | | $ | [removed: 1,031] [added: 1,157] | | | $ | [removed: 945] [added: 1,031] | |

| Income from operations as a percentage of net revenues | | | [removed: 18] [added: 16] | % | | | 18 | % | | | [removed: 17] [added: 18] | % |

| Provision for income taxes | | [added: |] $ | [added: (208 | ) | | $ |] 158 | | | [added: | (232 | )% | |] $ | 232 | | | [removed: $] | [removed: 125] [added: (32] | [added: )%] |

| Net income | | $ | [removed: 937] [added: 1,274] | | | $ | [removed: 730] [added: 937] | | | $ | [removed: 819] [added: 730] | |

| Diluted net income per share | | $ | [removed: 4.09] [added: 5.79] | | | $ | [removed: 3.23] [added: 4.09] | | | $ | [removed: 3.52] [added: 3.23] | |

| Net cash provided by operating activities | | $ | [removed: 1,211] [added: 1,107] | | | $ | [removed: 1,333] [added: 1,211] | | | $ | [removed: 1,060] [added: 1,333] | |

| | | April [added: 28, 2023 | | | | April] 29, 2022 | | | | April 30, 2021 | | |

| | | Fiscal 2023 | | | | | | | | Fiscal 2022 | | | | | | |

| 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 | |

| January 28, 2023 - February 24, 2023 | | | 417 | | | $ | 66.89 | | | | 358,124 | | | $ | 524 | |

| February 25, 2023 - March 24, 2023 | | | 698 | | | $ | 63.11 | | | | 358,822 | | | $ | 480 | |

| March 25, 2023 - April 28, 2023 | | | 1,222 | | | $ | 63.85 | | | | 360,044 | | | $ | 402 | |

| Total | | | 2,337 | | | $ | 65.09 | | | | | | | | | |

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.

NetApp is a global cloud-led, data-centric software company that empowers customers with hybrid multicloud solutions built for a better future.

NetApp delivers value in simplicity, security, savings, and sustainability with automation and optimization for IT teams to thrive on premises, in the clouds, and everywhere in between.

We are a proven leader in all-flash storage with the only storage OS natively available on the biggest clouds, and we believe we provide industry-leading protection and security, and innovative CloudOps services.

In a world of hybrid multicloud complexity, we envision a better IT experience—an evolved cloud state where on-premises and cloud environments are united as one.

We build solutions that drive faster innovation wherever our customers’ data and applications live, with unified management and AI-driven optimization, giving organizations the freedom to do what’s best for today’s business and the flexibility to adapt for tomorrow.

Our infrastructure, data, and application services are hybrid multicloud by design to deliver a unified experience that is integrated with the rich services of our cloud partners.

Our operations are organized into two segments: Hybrid Cloud and Public Cloud.

In particular, in fiscal 2023, we experienced a weakened demand environment, characterized by cloud optimizations and increased budget scrutiny, which resulted in smaller deal sizes, longer selling cycles, and delays of some deals.

If these macroeconomic uncertainties persist or worsen in fiscal 2024, we may observe a further reduction in customer demand for our offerings, which could impact our operating results.

*Supply Chain*

*Income from operations as a percentage of net revenues:* Our income from operations as a percentage of net revenues decreased by two percentage points in fiscal 2023 compared to fiscal 2022, primarily due to a slightly lower gross profit margin percentage and an increase in restructuring charges.

*(Benefit) provision for income taxes:* We had a benefit from income taxes in fiscal 2023, compared to a provision for income taxes in fiscal 2022, due to a discrete tax benefit of $524 million that resulted from an intra-entity asset transfer of certain intellectual property.

Acquisition

The increase in net revenues for fiscal 2023 compared to fiscal 2022 was due to an increase in services revenue partially offset by a decrease in product revenues.

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.

The increase in the software component percentage of product revenues in fiscal 2022 is primarily due to a higher mix of all-flash array systems sales.

| | | | 2023 | | | | 2022 | | | | % Change | | | | 2021 | | | | % Change | | |

Support revenues increased in fiscal 2023 compared to fiscal 2022, despite the unfavorable impact from foreign exchange rate fluctuations, primarily due to a higher aggregate support contract value for our installed base in the current year.

The increase in fiscal 2022 compared to fiscal 2021 was primarily due to an increase in demand from increased product sales.

The acquisition of Spot, Inc. (Spot) late in the first quarter of fiscal 2021 also contributed to the increase in Public Cloud revenues in fiscal 2022 compared to fiscal 2021.

| | | 2023 | | | | 2022 | | | | 2021 | | |

During fiscal 2023, Americas revenues were negatively impacted by adverse macroeconomic conditions which resulted in a weakened demand environment.

| | | | 2023 | | | | 2022 | | | | % Change | | | | 2021 | | | | % Change | | |

Materials costs were approximately flat in fiscal 2023 compared to fiscal 2022 reflecting the decrease in product revenues, offset by higher component and freight costs as a result of supply chain challenges.

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.

| | | | 2023 | | | | 2022 | | | | % Change | | | | 2021 | | | | % Change | | |

Public Cloud gross margins decreased by two percentage points in fiscal 2023 compared to fiscal 2022, primarily due to the mix of offerings provided.

While fluctuations in foreign currency exchange rates adversely impacted net revenues in fiscal 2023 compared to fiscal 2022, they favorably impacted sales and marketing, research and development and general and administrative expenses by approximately 3% in fiscal 2023.

| NetApp, Inc. | | $ | 100.00 | | | $ | 171.89 | | | $ | 187.52 | | | $ | 116.49 | | | $ | 209.35 | | | $ | 210.14 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 114.20 | | | $ | 128.28 | | | $ | 126.28 | | | $ | 189.28 | | | $ | 189.68 | |

| S&P 500 Information Technology Index | | $ | 100.00 | | | $ | 125.28 | | | $ | 152.70 | | | $ | 175.04 | | | $ | 278.43 | | | $ | 283.70 | |

| S&P 1500 Technology Hardware & Equipment Index | | $ | 100.00 | | | $ | 116.43 | | | $ | 142.62 | | | $ | 163.10 | | | $ | 290.03 | | | $ | 330.01 | |

| January 29, 2022 - February 25, 2022 | | | 318 | | | $ | 88.74 | | | | 344,504 | | | $ | 474 | |

| February 26, 2022 - March 25, 2022 | | | 824 | | | $ | 83.94 | | | | 345,328 | | | $ | 1,405 | |

| March 26, 2022 - April 29, 2022 | | | 1,919 | | | $ | 79.51 | | | | 347,247 | | | $ | 1,252 | |

| Total | | | 3,061 | | | $ | 81.66 | | | | | | | | | |

The stock repurchase program may be suspended or discontinued at any time, and it was suspended for the first half of fiscal 2021 due to the economic impact of the COVID-19 pandemic.

We reinitiated our stock repurchase program in the third quarter of fiscal 2021.

NetApp is a global cloud-led, data-centric software company that gives organizations the freedom to put data to work in the applications that elevate their business.

We help our customers get the most out of their data with industry-leading public cloud services, and hybrid cloud solutions.

No matter where a customer’s data is or how the business uses it, NetApp helps to bring it together in a data fabric.

For nearly three decades, NetApp has supported customers to accelerate their unique data fabrics and extend their workflows into a hybrid cloud environment with the right tools and right capabilities.

As our products and solutions portfolios evolve, market dynamics change, and management continues to assess our largest opportunities, we periodically change how we manage our business.

Our CODM measures the performance of each segment based on segment revenue and segment gross profit.

In particular, in fiscal 2022, we experienced inflationary pressure and constraints in our supply chain.

Given the uncertainties that exist in the broader technology supply chain, we are continuing to invest in inventory and certain longer-term commitments to help mitigate the impact of supply shortages.

If these macroeconomic uncertainties or supply chain challenges persist or worsen in fiscal 2023, we may observe reduced customer demand for our offerings, increased competition for critical components, challenges fulfilling certain customer orders or continued increases in component and freight costs which could impact our operating results, including our ability to achieve historical levels of revenue growth.

*COVID-19*

The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in many of the regions in which we sell our products and services and conduct our business operations.

We have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate.

Since March 2020, the vast majority of our employees have been working remotely and we have limited business

travel.

As a result of COVID-19, we continued to observe certain customers delaying purchases of our products and services, while other customers accelerated or placed new orders to address the demands of remote working and digital business.

*Russia Sanctions*

Beginning in February 2022, in response to Russian military actions in Ukraine, the U.S. and other countries imposed sanctions on Russia, and we suspended business operations, including sales, support on existing contracts and professional services, in Russia and Belarus.

The impact of these actions was not significant to our fiscal 2022 financial results.

However, their ultimate magnitude and duration remain uncertain, and we will continue to closely monitor their potential impacts to our business.

The magnitude and duration of the disruption to our business, and impact to our operational and financial performance of the factors above remain uncertain.

Refer to Item 1A.

– Risk Factors for the significant risks we have identified related to the global business environment.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

*Income from operations as a percentage of net revenues:* Our income from operations as a percentage of net revenues increased by less than one percentage point in fiscal 2022 compared to fiscal 2021, primarily due to a slightly higher gross profit margin percentage and lower sales and marketing, research and development, and general and administrative expenses as a percentage of net revenues, partially offset by the gain on sale of certain properties in fiscal 2021 that did not recur in fiscal 2022.

*Provision for income taxes:* Our provision for income taxes decreased in fiscal 2022 compared to fiscal 2021 primarily due to one-time benefits in fiscal 2022 related to the prepayment of certain intercompany expenses.

*Operating cash flows:* Operating cash flows decreased by 8% in fiscal 2022 compared to fiscal 2021, primarily reflecting the timing of accounts receivables billings and collections and employee compensation payments, partially offset by higher net income.

*Deferred revenue and financed unearned services revenue:* Total deferred revenue and financed unearned services revenue increased $229 million, or 6%, as of fiscal 2022 compared to fiscal 2021 due to an increase in the aggregate contract value under software and hardware support contracts, primarily reflecting a higher mix of all-flash systems which carry a higher support dollar content than our other products.

Acquisitions

Fylamynt is an innovative CloudOps automation technology company that enables customers to build, run, manage and analyze workflows securely in any cloud with little to no code.

The 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 [removed: “Executive] [added: “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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April [removed: 29, 2022.][added: 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 [removed: 2022] [added: 2023] Annual Meeting of [removed: Stockholders.][added: Stockholders, to the extent applicable.]

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 [removed: 2022] [added: 2023] Annual Meeting of [removed: Stockholders.][added: Stockholders (provided that the information under the heading "Pay Versus Performance" shall not be deemed to be incorporated by reference herein).]

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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| 3.1 | | [Certificate of Incorporation of the Company, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1002047/000119312513454984/d594786dex31.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1002047/000119312521271444/d203848dex31.htm)] | | 10-Q | | 000-27130 | | 3.1 | | September 13, 2021 |

| 4.5 | | [Description of Capital Stock of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022011708/ntap-ex4_5.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex4_5.htm)] | | — | | — | | — | | — |

| 10.1* | | [Form of Indemnification Agreement by and between the Company and each of its directors and executive [removed: officers.](https://www.sec.gov/Archives/edgar/data/1002047/000119312514325455/d746932dex101.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023025324/ntap-ex10_1.htm)] | | [removed: 10-Q] [added: 8-K] | | 000-27130 | | 10.1 | | [removed: August 28, 2014] [added: May 31, 2023] |

| 10.14* | | [Form of Restricted Stock Unit Agreement [removed: (Performance Based)] [added: (Performance-Based) Total Stockholder Return approved for use] under the [removed: NetApp, Inc.] [added: Company’s] 1999 Stock Option [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000119312515237314/d948233dex101.htm)] [added: Plan, effective June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1023_14.htm)] | | [removed: 8-K] [added: 10-K] | | 000-27130 | | [removed: 10.1] [added: 10.23] | | June [removed: 26, 2015] [added: 15, 2020] |

| [removed: 10.15*] [added: 10.28*] | | [Form of Restricted Stock Unit Agreement (Performance-Based) [added: –] Total [removed: Stockholder] [added: Shareholder] Return approved for use under the Company’s [removed: 1999 Stock Option Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018022123/ntap-ex102_60.htm)] [added: 2021 Equity Incentive Plan, effective July 1, 2022](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_28.htm)] | | [removed: 10-Q] [added: —] | | [removed: 000-27130] [added: —] | | [removed: 10.2] [added: —] | | [removed: August 21, 2018] [added: —] |

| [removed: 10.16*] [added: 10.27*] | | [Form of Restricted Stock Unit Agreement (Performance-Based) – [removed: Adjusted Operating Income] [added: Billings] approved for use under the Company’s [removed: 1999 Stock Option Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018022123/ntap-ex102_60.htm)] [added: 2021 Equity Incentive Plan, effective July 1, 2022](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_27.htm)] | | [removed: 10-Q] [added: —] | | [removed: 000-27130] [added: —] | | [removed: 10.3] [added: —] | | [removed: August 21, 2018] [added: —] |

| [removed: 10.17*] [added: 10.18*] | | [Form of Restricted Stock Unit Agreement [removed: (Performance-Based) Total Stockholder Return] approved for use under the [removed: Company’s 1999 Stock Option Plan,] [added: Company's 2021 Equity Incentive Plan (Employee),] effective [removed: June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1023_14.htm)] [added: September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_1.htm)] | | [removed: 10-K] [added: 10-Q] | | 000-27130 | | [removed: 10.23] [added: 10.1] | | [removed: June 15, 2020] [added: December 2, 2021] |

| [removed: 10.18*] [added: 10.19*] | | [Form of Restricted Stock Unit Agreement [removed: (Performance-Based) – Adjusted Operating Income] approved for use under the [removed: Company’s 1999 Stock Option Plan,] [added: Company's 2021 Equity Incentive Plan (Senior Executive),] effective [removed: June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1024_15.htm)] [added: September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_2.htm)] | | [removed: 10-K] [added: 10-Q] | | 000-27130 | | [removed: 10.24] [added: 10.2] | | [removed: June 15, 2020] [added: December 2, 2021] |

| [removed: 10.19*] [added: 10.15*] | | [SolidFire, Inc. [removed: 2010] [added: 2016] Stock Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516467124/d129742dex991.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516467124/d129742dex992.htm)] | | S-8 | | 333-209570 | | [removed: 99.1] [added: 99.2] | | February 17, 2016 |

| [removed: 10.20*] [added: 10.16*] | | [Spotinst Inc. 2016 Equity Incentive Plan.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312520234736/d67157ds8.htm) | | S-8 | | 333-248480 | | 99.1 | | August 28, 2020 |

| [removed: 10.21*] [added: 10.17*] | | [The Company's 2021 Equity Incentive Plan, effective September 10, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018029831/ntap-ex101_6.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1002047/000120677421001923/ntap3895321-def14a.htm)] | | DEF 14A | | 000-27130 | | Appendix A | | July 30, 2021 |

| [removed: 10.22*] [added: 10.21*] | | [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan [removed: (Employee),] [added: (Non-Employee Director),] effective [removed: September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_1.htm)] [added: November 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_1.htm)] | | 10-Q | | 000-27130 | | 10.1 | | [removed: December] [added: March] 2, [removed: 2021] [added: 2022] |

| [removed: 10.23*] [added: 10.20*] | | [Form of Restricted Stock Unit Agreement [removed: approved for use] [added: (Performance Based)] under the Company's 2021 Equity Incentive [removed: Plan (Senior Executive),] [added: Plan,] effective September 10, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_2.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_3.htm)] | | 10-Q | | 000-27130 | | [removed: 10.2] [added: 10.3] | | December 2, 2021 |

| 10.25* | | [removed: [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Non-Employee Director),] [added: [Outside Director Compensation Policy,] effective November 1, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_1.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_2.htm)] | | 10-Q | | 000-27130 | | [removed: 10.1] [added: 10.2] | | March 2, 2022 |

| [removed: 10.26*] [added: 10.22*] | | [Plexistor Ltd. Amended and Restated Global Share Incentive Plan (2014).](https://www.sec.gov/Archives/edgar/data/0001002047/000119312517218502/d418976ds8.htm) | | S-8 | | 333-219061 | | 99.1 | | June 29, 2017 |

| [removed: 10.28*] [added: 10.23*] | | [Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016).](https://www.sec.gov/Archives/edgar/data/0001002047/000156459019022791/ntap-s8.htm) | | S-8 | | 333-232187 | | 99.1 | | June 18, 2019 |

| [removed: 10.29*] [added: 10.24*] | | [CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312521346750/d238693ds8.htm) | | S-8 | | 333-261465 | | 99.1 | | December 2, 2021 |

| [removed: 10.31] [added: 10.29] | | [NetApp, Inc. Executive Retiree Health Plan, as amended and restated.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516773699/d298977dex101.htm) | | 8-K | | 000-27130 | | 10.1 | | November 21, 2016 |

| [removed: 10.32] [added: 10.30] | | [Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among the NetApp, [removed: Inc,,] [added: Inc,] the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001002047/000119312521014704/d112725d8k.htm) | | 8-K | | 000-27130 | | 10.1 | | January 22, 2021 |

| [removed: 10.33] [added: 10.32] | | [removed: [Amended No.1] [added: [Amendment No.2] to Amended and Restated Credit Agreement, dated as of [removed: November 17, 2021,] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm) | | [removed: 10-Q] [added: —] | | [removed: 000-27130] [added: —] | | [removed: 10.3] [added: —] | | [removed: March 2, 2022] [added: —] |

| [removed: 10.34] [added: 10.33] | | [Form of Dealer Agreement between the Company, as issuer, and each Dealer.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516790334/d311449dex102.htm) | | 8-K | | 000-27130 | | 10.2 | | December 12, 2016 |

| [removed: 10.35] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1041_262.htm) | | 10-K | | 000-27130 | | 10.41 | | June 22, 2016 |

| [removed: 10.36] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1042_263.htm) | | 10-K | | 000-27130 | | 10.42 | | June 22, 2016 |

| [removed: 10.37] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1043_264.htm) | | 10-K | | 000-27130 | | 10.43 | | June 22, 2016 |

| [removed: 10.38] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex102_97.htm) | | 10-Q | | 000-27130 | | 10.2 | | November 29, 2017 |

| [removed: 10.39] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex103_149.htm) | | 10-Q | | 000-27130 | | 10.3 | | November 29, 2017 |

| [removed: 10.40] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex104_150.htm) | | 10-Q | | 000-27130 | | 10.4 | | November 29, 2017 |

| [removed: 10.41] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex101_69.htm) | | 10-Q | | 000-27130 | | 10.1 | | February 22, 2018 |

| [removed: 10.42] [added: 10.41] | | [Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, [removed: 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex102_68.htm)] [added: 2017,](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex102_68.htm)] | | 10-Q | | 000-27130 | | 10.2 | | February 22, 2018 |

| [removed: 10.43] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex103_66.htm) | | 10-Q | | 000-27130 | | 10.3 | | February 22, 2018 |

| [removed: 10.44] [added: 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.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex104_67.htm) | | 10-Q | | 000-27130 | | 10.4 | | February 22, 2018 |

| [removed: 10.45] [added: 10.44] | | [Seventh Amendment to the Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 15, 2019 by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459019022779/ntap-ex1054_74.htm) | | 10-K | | 000-27130 | | 10.54 | | June 18, 2019 |

| [removed: 10.46] [added: 10.45] | | [Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1057_210.htm) | | 10-K | | 000-27130 | | 10.57 | | June 15, 2020 |

| [removed: 10.47] [added: 10.46] | | [Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1058_211.htm) | | 10-K | | 000-27130 | | 10.58 | | June 15, 2020 |

| 10.26* | | [Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1002047/000119312522175139/d336595ds8.htm) | | S-8 | | 333-265648 | | 99.1 | | June 16, 2022 |

| 10.31 | | [Amendment No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, the](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm) | | 10-Q | | 000-27130 | | 10.3 | | March 2, 2022 |

| | | [lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm) | | | | | | | | |

| | | [by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex102_68.htm) | | | | | | | | |

| /s/ CARRIE PALIN | | Director | | June 14, 2023 |

| | | | | | | | | | | |

| 10.24* | | [Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_3.htm) | | 10-Q | | 000-27130 | | 10.3 | | December 2, 2021 |

| 10.27* | | [Greenqloud ehf. 2017 Equity Incentive Plan.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312517218502/d418976ds8.htm) | | S-8 | | 333-220230 | | 99.1 | | August 29, 2017 |

| 10.30* | | [Outside Director Compensation Policy, effective November 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_2.htm) | | 10-Q | | 000-27130 | | 10.2 | | March 2, 2022 |

| | | Director | | June 15, 2022 |