SEC Info - NetApp, Inc. - ‘10-K’ for 4/28/23

Revenues:

Product

i 3,049

i 3,284

i 2,991

Services

i 3,313

i 3,034

i 2,753

Net revenues

i 6,362

i 6,318

i 5,744

Cost of revenues:

Cost of product

i 1,517

i 1,554

i 1,432

Cost of services

i 636

i 544

i 497

Total cost of revenues

i 2,153

i 2,098

i 1,929

Gross profit

i 4,209

i 4,220

i 3,815

Operating expenses:

Sales and marketing

i 1,829

i 1,857

i 1,744

Research and development

i 956

i 881

General and administrative

i 265

i 279

i 257

Restructuring charges

i 120

i 33

i 42

Acquisition-related expense

i 21

i 13

i 16

Gain on sale or derecognition of assets

i —

( i 156

)

Total operating expenses

i 3,191

i 3,063

i 2,784

Income from operations

i 1,018

i 1,157

i 1,031

Other income (expense), net

i 48

( i 62

)

( i 69

)

Income before income taxes

i 1,066

i 1,095

i 962

(Benefit) provision for income taxes

( i 208

)

i 158

i 232

Net income

i 1,274

i 937

i 730

Net income per share:

Basic

i 5.87

i 4.20

i 3.29

Diluted

i 5.79

i 4.09

i 3.23

Shares used in net income per share calculations:

Basic

i 217

i 223

i 222

Diluted

i 220

i 229

i 226

See accompanying notes to consolidated financial statements.

NETAPP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Year Ended

Net income

i 1,274

i 937

i 730

Other comprehensive (loss) income:

Foreign currency translation adjustments

( i 4

)

( i 17

)

i 15

Defined benefit obligations:

Defined benefit obligation adjustments

( i 2

)

i 3

( i 3

)

Unrealized gains on available-for-sale securities:

Unrealized holding losses arising during the period

i —

( i 1

)

i —

Unrealized (losses) gains on cash flow hedges:

Unrealized holding (losses) gains arising during the period

( i 6

)

i 8

( i 11

)

Reclassification adjustments for losses (gains) included in
net income

i 5

( i 7

)

i 11

Other comprehensive (loss) income

( i 7

)

( i 14

)

i 12

Comprehensive income

i 1,267

i 923

i 742

See accompanying notes to consolidated financial statements.

NETAPP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended

Cash flows from operating activities:

Net income

i 1,274

i 937

i 730

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation and amortization

i 248

i 194

i 207

Non-cash operating lease cost

i 52

i 55

i 52

Stock-based compensation

i 312

i 245

i 197

Deferred income taxes

( i 606

)

( i 144

)

( i 6

)

Gain on sale or derecognition of assets

i —

( i 156

)

Other items, net

( i 67

)

( i 54

)

i 24

Changes in assets and liabilities, net of acquisitions of businesses:

Accounts receivable

i 260

( i 313

)

i 62

Inventories

i 37

( i 90

)

i 31

Other operating assets

( i 63

)

( i 21

)

( i 60

)

Accounts payable

( i 207

)

i 181

( i 11

)

Accrued expenses

( i 103

)

( i 111

)

i 134

Deferred revenue and financed unearned services revenue

i 46

i 384

i 193

Long-term taxes payable

( i 76

)

( i 45

)

( i 57

)

Other operating liabilities

i —

( i 7

)

( i 7

)

Net cash provided by operating activities

i 1,107

i 1,211

i 1,333

Cash flows from investing activities:

Purchases of investments

( i 1,269

)

( i 18

)

( i 5

)

Maturities, sales and collections of investments

i 550

i 63

i 165

Purchases of property and equipment

( i 239

)

( i 226

)

( i 162

)

Proceeds from sale of properties

i —

i 371

Acquisitions of businesses, net of cash acquired

( i 491

)

( i 380

)

( i 350

)

Other investing activities, net

i 59

i —

i 2

Net cash (used in) provided by investing activities

( i 1,390

)

( i 561

)

i 21

Cash flows from financing activities:

Proceeds from issuance of common stock under employee stock award plans

i 108

i 105

i 98

Payments for taxes related to net share settlement of stock awards

( i 84

)

( i 74

)

( i 42

)

Repurchase of common stock

( i 850

)

( i 600

)

( i 125

)

Repayments of commercial paper notes, original maturities of three months or less, net

i —

( i 420

)

Issuances of debt, net of issuance costs

i —

i 2,057

Repayments and extinguishment of debt

( i 250

)

i —

( i 689

)

Dividends paid

( i 432

)

( i 446

)

( i 427

)

Other financing activities, net

( i 5

)

( i 2

)

( i 8

)

Net cash (used in) provided by financing activities

( i 1,513

)

( i 1,017

)

i 444

Effect of exchange rate changes on cash, cash equivalents and restricted cash

( i 1

)

( i 49

)

i 71

Net change in cash, cash equivalents and restricted cash

( i 1,797

)

( i 416

)

i 1,869

Cash, cash equivalents and restricted cash:

Beginning of period

i 4,119

i 4,535

i 2,666

End of period

i 2,322

i 4,119

i 4,535

See accompanying notes to consolidated financial statements.

NETAPP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

Accumulated

Common Stock and

Other

Additional Paid-in Capital

Retained

Comprehensive

Amount

Earnings

Loss

Total

Balances, April 24, 2020

i 219

i 284

—

( i 42

)

i 242

Net income

—

i 730

—

i 730

Other comprehensive income

—

i 12

Issuance of common stock under employee
stock award plans, net of taxes

i 5

i 56

—

i 56

Repurchase of common stock

( i 2

)

( i 3

)

( i 122

)

—

( i 125

)

Stock-based compensation

—

i 197

—

i 197

Cash dividends declared ($ i 1.92 per
common share)

—

( i 30

)

( i 397

)

—

( i 427

)

Balances, April 30, 2021

i 222

i 504

i 211

( i 30

)

i 685

Net income

—

i 937

—

i 937

Other comprehensive loss

—

( i 14

)

( i 14

)

Issuance of common stock under employee
stock award plans, net of taxes

i 5

i 31

—

i 31

Repurchase of common stock

( i 7

)

( i 20

)

( i 580

)

—

( i 600

)

Stock-based compensation

—

i 245

—

i 245

Cash dividends declared ($ i 2.00 per
common share)

—

( i 446

)

—

( i 446

)

Balances, April 29, 2022

i 220

i 760

i 122

( i 44

)

i 838

Net income

—

i 1,274

—

i 1,274

Other comprehensive loss

—

( i 7

)

( i 7

)

Issuance of common stock under employee
stock award plans, net of taxes

i 5

i 24

—

i 24

Repurchase of common stock

( i 13

)

( i 45

)

( i 805

)

—

( i 850

)

Stock-based compensation

—

i 312

—

i 312

Cash dividends declared ($ i 2.00 per
common share)

—

( i 106

)

( i 326

)

—

( i 432

)

Balances, April 28, 2023

i 212

i 945

i 265

( i 51

)

i 1,159

See accompanying notes to consolidated financial statements.

NETAPP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Significant Accounting Policies

Description of Business — NetApp, Inc. (we, us, or the Company) is a global cloud-led, data-centric software company that provides organizations the ability to manage and share their data across on-premises, private and public clouds. We provide a full range of enterprise-class software, systems and services solutions that customers use to modernize their infrastructures, build next generation data centers and harness the power of hybrid clouds.

Fiscal Year — Our fiscal year is reported on a 52- or 53-week year ending on the last Friday in April. An additional week is included in the first fiscal quarter approximately every six years to realign fiscal months with calendar months. Fiscal 2023, which ended on April 28, 2023, and fiscal 2022, which ended on April 29, 2022 were both 52-week years. Fiscal 2021, ending on April 30, 2021 was a 53-week year, with 14 weeks included in its first quarter and 13 weeks in each subsequent quarter. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended on the last Friday of April and the associated quarters, months and periods of those fiscal years.

i Principles of Consolidation — The consolidated financial statements include the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates — The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; inventory valuation; valuation of goodwill and intangibles; restructuring reserves; employee benefit accruals; stock-based compensation; loss contingencies; investment impairments; income taxes and fair value measurements. Actual results could differ materially from those estimates, the anticipated effects of which have been incorporated, as applicable, into management’s estimates as of and for the year ended April 28, 2023.

Cash Equivalents — We consider all highly liquid debt investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Available-for-Sale Investments — We classify our investments in debt securities as available-for-sale investments. Debt securities primarily consist of corporate bonds, U.S. Treasury and government debt securities and certificates of deposit. These investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of debt securities sold. These investments are recorded in the consolidated balance sheets at fair value.

Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) (AOCI). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method.

We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations.

Other-than-Temporary Impairments on Investments — All of our available-for-sale investments are subject to periodic impairment review. When the fair value of a debt security is less than its amortized cost, it is deemed impaired, and we assess whether the impairment is other-than-temporary. An impairment is considered other-than-temporary if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovery of the entire amortized cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security. If impairment is considered other-than-temporary based on condition (i) or (ii) described above, the entire difference between the amortized cost and the fair value of the debt security is recognized in the results of operations. If an impairment is considered other-than-temporary based on condition (iii) described above, the amount representing credit losses (defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security) is recognized in earnings, and the amount relating to all other factors is recognized in other comprehensive income (OCI).

Inventories — Inventories are stated at the lower of cost or net realizable value, which approximates actual cost on a first-in, first-out basis. We write down excess and obsolete inventory based on the difference between the cost of inventory and the estimated net realizable value. Net realizable value is estimated using management’s best estimate of forecasts for future demand and expectations regarding market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts or circumstances do not result in the restoration or increase in that newly established basis. In addition, we record a liability for firm, non-cancelable and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts consistent with our valuation of excess and obsolete inventory.

Property and Equipment — Property and equipment are recorded at cost.

Depreciation and amortization is computed using the straight-line method, generally over the following periods:


		Depreciation Life
Buildings and improvements		i 10 to i 40 years
Furniture and fixtures		i 5 years
Computer, production, engineering and other equipment		i 2 to i 3 years
Computer software		i 3 to i 5 years
Leasehold improvements		i Shorter of remaining lease term or useful life

Construction in progress will be depreciated over the estimated useful lives of the respective assets when they are ready for use. We capitalize interest on significant facility assets under construction and on significant software development projects. Interest capitalized during the periods presented was not material.

Software Development Costs — The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.

Internal-Use Software Development Costs — We capitalize qualifying costs, which are incurred during the application development stage, for computer software developed or obtained for internal-use and amortize them over the software’s estimated useful life.

Business Combinations — We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values, with the exception of contract assets and liabilities, which beginning in fiscal 2022, we recognize in accordance with our revenue recognition policy as if we had originally executed the customer contract. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date values of the assets acquired and liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of income.

Goodwill and Purchased Intangible Assets — Goodwill is recorded when the consideration paid for an acquisition exceeds the value of net tangible and intangible assets acquired. Purchased intangible assets with finite lives are generally amortized on a straight-line basis over their economic lives of three to i five years for developed technology, two to i five years for customer contracts/relationships, two to i three years for covenants not to compete and two to i five years for trademarks and trade names as we believe this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. In-process research and development is accounted for as an indefinite lived intangible asset and is assessed for potential impairment annually until development is complete or when events or circumstances indicate that their carrying amounts might be impaired. Upon completion of development, in-process research and development is accounted for as a finite-lived intangible asset.

The carrying value of goodwill is tested for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. For the purpose of impairment testing, we have two reporting units, which are the same as our two reportable segments. We initially conduct a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. The performance of the quantitative impairment test requires comparing the fair value of each reporting unit to its carrying amount, including goodwill. The fair value of each reporting unit is based on a combination of the income approach and the market approach.

Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on discrete forecast periods as well as terminal value determinations, and are derived based on forecasted revenue growth rates and operating margins. These cash flow projections are discounted to arrive at the fair value of each reporting unit. The discount rate used is based on the weighted-average cost of capital of comparable public companies adjusted for the relevant risk associated with business specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows. Under the market approach, we estimate the fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to individual reporting units to determine the carrying amount of each reporting unit. An impairment exists if the fair value of a reporting unit is lower than its carrying amount. The impairment loss is measured based on the amount by which the carrying amount of the reporting unit exceeds its fair value, with the recognized loss not to exceed the total amount of allocated goodwill. The fair value of each reporting unit has substantially exceeded its carrying amount in all periods presented.

Impairment of Long-Lived Assets — We review the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this review indicates that there is an impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) expected future cash flows utilizing a discount rate. Our estimates regarding future anticipated cash flows, the remaining economic life of the products and technologies, or both, may differ materially from actual cash flows and remaining economic life. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in charges to our consolidated statements of income when such determinations are made.

Derivative Instruments — Our derivative instruments, which are carried at fair value in our consolidated balance sheets, consist of foreign currency exchange contracts as described below:

Balance Sheet Hedges — We utilize foreign currency exchange forward and option contracts to hedge against the short-term impact of foreign currency exchange rate fluctuations related to certain foreign currency denominated monetary assets and liabilities, primarily intercompany receivables and payables. These derivative instruments are not designated as hedging instruments and do not subject us to material balance sheet risk due to exchange rate movements because the gains and losses on these contracts are intended to offset the gains and losses in the underlying foreign currency denominated monetary assets and liabilities being hedged, and the net amount is included in earnings.

Cash Flow Hedges — We utilize foreign currency exchange forward contracts to hedge foreign currency exchange exposures related to forecasted sales transactions denominated in certain foreign currencies. These derivative instruments are designated and qualify as cash flow hedges and, in general, closely match the underlying forecasted transactions in duration. The effective portion of the contracts’ gains and losses resulting from changes in fair value is recorded in AOCI until the forecasted transaction is recognized in the consolidated statements of income. When the forecasted transactions occur, we reclassify the related gains or losses on the cash flow hedges into net revenues. If the underlying forecasted transactions do not occur, or it becomes probable that they will not occur within the defined hedge period, the gains or losses on the related cash flow hedges are reclassified from AOCI and recognized immediately in earnings. We measure the effectiveness of hedges of forecasted transactions on a monthly basis by comparing the fair values of the designated foreign currency exchange forward purchase contracts with the fair values of the forecasted transactions.

Factors that could have an impact on the effectiveness of our hedging programs include the accuracy of forecasts and the volatility of foreign currency markets. These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. Currently, we do not enter into any foreign currency exchange forward contracts to hedge exposures related to firm commitments. Cash flows from our derivative programs are included under operating activities in the consolidated statements of cash flows.

Revenue Recognition — We recognize revenue by applying the following five step approach.

•

Identification of the contract, or contracts, with a customer — A contract with a customer is within the scope of ASC 606 when it meets all the following criteria:

It is enforceable

It defines each party’s rights

It identifies the payment terms

It has commercial substance, and

We determine that collection of substantially all consideration for goods or services that will be transferred is probable based on the customer’s intent and ability to pay

•

Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the goods or services (or a bundle of goods and services) that will be transferred to the customer that are distinct.

•

Determination of the transaction price — The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.

•

Allocation of the transaction price to the performance obligations in the contract — Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation.

•

Recognition of revenue when, or as, we satisfy a performance obligation — We satisfy performance obligations either over time or at a point in time.

Customarily we have a purchase order from or executed contract with our customers that establishes the goods and services to be transferred and the consideration to be received.

We combine two or more contracts entered into at or near the same time with the same customer as a single contract if the contracts are negotiated as one package with a single commercial objective, if the amount of consideration to be paid on one contract depends on the price or performance of the other contract or if the goods and services promised in each of the contracts are a single performance obligation.

Our contracts with customers may include hardware systems, software licenses, software support, hardware support, public cloud services and other services. Software support contracts entitle our customers to receive unspecified upgrades and enhancements on a when-and-if-available basis, and patch releases. Hardware support services include contracts for extended warranty and technical support with minimum response times. Other services include professional services and customer education and training services.

We identify performance obligations in our contracts to be those goods and services that are distinct. A good or service is distinct where the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and is distinct in the context of the contract, where the transfer of the good or service is separately identifiable from other promises in the contract.

If a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are distinct. If they are not, we combine the goods and services until we have a distinct performance obligation. For example, a configured storage system inclusive of the operating system (OS) software essential to its functionality is considered a single performance obligation, while optional add-on software is a separate performance obligation. In general, hardware support, software support, and different types of professional services are each separate performance obligations.

We determine the transaction price of our contracts with customers based on the consideration to which we will be entitled in exchange for transferring goods or services. Consideration promised may include fixed amounts, variable amounts or both. We sell public cloud services either on a subscription basis or a consumption basis. We sell professional services either on a time and materials basis or under fixed price projects.

We evaluate variable consideration in arrangements with contract terms such as rights of return, potential penalties and acceptance clauses. We generally use the expected value method, primarily relying on our history, to estimate variable consideration. However, when we believe it to provide a better estimate, we use the most likely amount method. In either case, we consider variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Reassessments of our variable consideration may occur as historical information changes. Transaction prices are also adjusted for the effects of time value of money if the timing of payments provides either the customer or us a significant benefit of financing.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price by maximizing the use of observable inputs including pricing strategy, market data, internally-approved pricing guidelines related to the performance obligations and other observable inputs. We regularly review standalone selling prices and maintain internal controls over the establishment and updates of these estimates. Variable consideration is also allocated to the performance obligations. If the terms of variable consideration relate to one performance obligation, it is entirely allocated to that obligation. Otherwise, it is allocated to all the performance obligations in the contract.

We typically recognize revenue at a point in time upon the transfer of goods to a customer. Products we transfer at a point in time include our configured hardware systems, OS software licenses, optional add-on software licenses and add-on hardware. Services are typically transferred over time and revenue is recognized based on an appropriate method for measuring our progress toward

completion of the performance obligation. Our stand-ready services, including both hardware and software support, are transferred ratably over the period of the contract. Our public cloud services are transferred either 1) for subscription arrangements, ratably over the subscription period or 2) for consumption-based arrangements, as actually consumed by the customer. For other services such as our fixed professional services contracts, we use an input method to determine the percentage of completion. That is, we estimate the effort to date versus the expected effort required over the life of the contract.

Deferred Commissions — We capitalize sales commissions that are incremental direct costs of obtaining customer contracts for which revenue is not immediately recognized and classify them as current or non-current based on the terms of the related contracts. Capitalized commissions are amortized based on the transfer of goods or services to which they relate, typically over one to i three years, and are also periodically reviewed for impairment. Amortization expense is recorded to sales and marketing expense in our consolidated statements of income.

Leases — We determine if an arrangement is or contains a lease at inception, and we classify leases as operating or finance leases at commencement. In our consolidated balance sheets, operating lease right-of-use (ROU) assets are included in other non-current assets, while finance lease ROU assets are included in property and equipment, net. Lease liabilities for both types of leases are included in accrued expenses and other long-term liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over that term.

Operating and finance lease ROU assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term. ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives. The lease term is the noncancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. As the rate implicit in our leases is typically not readily determinable, in computing the present value of lease payments we generally use our incremental borrowing rate based on information available at the commencement date. Variable lease payments not dependent on an index or rate are expensed as incurred and not included within the calculation of ROU assets and lease liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We do not separate non-lease components from lease components for any class of leases, and we do not recognize ROU assets and lease liabilities for leases with a lease term of twelve months or less.

Foreign Currency Translation — For international subsidiaries whose functional currency is the local currency, gains and losses resulting from translation of these foreign currency financial statements into U.S. dollars are recorded in AOCI. For international subsidiaries where the functional currency is the U.S. dollar, gains and losses resulting from the process of remeasuring foreign currency financial statements into U.S. dollars are included in other (expense) income, net.

Benefit Plans — We record actuarial gains and losses associated with defined benefit plans within AOCI and amortize net gains or losses in excess of 10 percent of the greater of the market value of plan assets or the plans' projected benefit obligation on a straight-line basis over the remaining estimated service life of plan participants. The measurement date for all defined benefit plans is our fiscal year end.

Stock-Based Compensation — We measure and recognize stock-based compensation for all stock-based awards, including employee stock options, restricted stock units (RSUs), including time-based RSUs and performance-based RSUs (PBRSUs), and rights to purchase shares under our employee stock purchase plan (ESPP), based on their estimated fair value, and recognize the costs in our financial statements using the straight-line attribution approach over the requisite service period for the entire award.

The fair value of employee time-based RSUs, and PBRSUs that include a performance condition, is equal to the market value of our common stock on the grant date of the award, less the present value of expected dividends during the vesting period, discounted at a risk-free interest rate. The fair value of PBRSUs that include a market condition is measured using a Monte Carlo simulation model on the date of grant.

The fair value of time-based RSUs, and PBRSUs that include a market condition, is not remeasured as a result of subsequent stock price fluctuations. When there is a change in management’s estimate of expected achievement relative to the performance target for PBRSUs that include a performance condition, such as our achievement against a billings result average target, the change in estimate results in the recognition of a cumulative adjustment of stock-based compensation expense.

Our expected term assumption is based primarily on historical exercise and post-vesting forfeiture experience. Our stock price volatility assumption is based on a combination of our historical and implied volatility. The risk-free interest rates are based upon United States (U.S.) Treasury bills with equivalent expected terms, and the expected dividends are based on our history and expected dividend payouts.

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

Income Taxes — Deferred income tax assets and liabilities are provided for temporary differences that will result in tax deductions or income in future periods, as well as the future benefit of tax credit carryforwards. A valuation allowance reduces tax assets to their estimated realizable value.

We recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes line on the accompanying consolidated statements of income.

Net Income per Share — Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per share is computed giving effect to the weighted-average number of dilutive potential shares that were outstanding during the period using the treasury stock method. Potential dilutive common shares consist primarily of outstanding stock options, shares to be purchased under our employee stock purchase plan and unvested RSUs.

Treasury Stock — We account for treasury stock under the cost method. Upon the retirement of treasury stock, we allocate the value of treasury shares between common stock, additional paid-in capital and retained earnings.

2. Recent Accounting Pronouncements

Although there are new accounting pronouncements issued or proposed by the FASB that we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements had or will have a material impact on our consolidated financial position, operating results, cash flows or disclosures.

3. Concentration of Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, investments, foreign currency exchange contracts and accounts receivable. We maintain the majority of our cash and cash equivalents with several major financial institutions where the deposits exceed federally insured limits. Cash equivalents and short-term investments consist primarily of money market funds, U.S. Treasury and government debt securities and certificates of deposit, all of which are considered high investment grade. Our policy is to limit the amount of credit exposure through diversification and investment in highly rated securities. We further mitigate concentrations of credit risk in our investments by limiting our investments in the debt securities of a single issuer and by diversifying risk across geographies and type of issuer. General macroeconomic uncertainty has led to an increase in market volatility, however, management believes that the financial institutions that hold our cash, cash equivalents and investments are financially sound and, accordingly, are subject to minimal credit risk.

By entering into foreign currency exchange contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The counterparties to these contracts are major multinational commercial banks, and we do not expect any losses as a result of counterparty defaults.

We sell our products primarily to large organizations in different industries and geographies. We do not require collateral or other security to support accounts receivable. In addition, we maintain an allowance for potential credit losses. To reduce credit risk, we perform ongoing credit evaluations on our customers’ financial condition. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information, including the expected impact of macroeconomic disruptions, and, to date, such losses have been within management’s expectations. Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers who are dispersed across many geographic regions.

There are no concentrations of business transacted with a particular market that would severely impact our business in the near term. However, we rely on a limited number of suppliers for certain key components and a few key contract manufacturers to manufacture most of our products; any disruption, or termination of these arrangements could materially adversely affect our operating results.

4. Business Combinations

Fiscal 2023 Acquisition

Instaclustr Acquisition

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

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions):


	Amount
Cash	$	i 4
Intangible assets		i 107
Goodwill		i 413
Other assets		i 19
Total assets acquired		i 543
Liabilities assumed		( i 45	)
Total purchase price	$	i 498

The components of the intangible assets acquired were as follows (in millions, except useful life):


	Amount		Estimated useful life (years)
Developed technology	$	i 55		i 5
Customer contracts/relationships		i 50		i 5
Trade name		i 2		i 3
Total intangible assets	$	i 107

The acquired net assets and assumed debt of Instaclustr were recorded at their estimated values. We determined the estimated values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize revenue synergies and anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of its identifiable net assets acquired, and as a result, we have recorded goodwill in connection with the acquisition. The goodwill is not deductible for income tax purposes.

The results of operations related to the acquisition of Instaclustr have been included in our consolidated statements of income from the acquisition date. Pro forma results of operations have not been presented because the impact from the acquisition was not material to our consolidated results of operations.

Fiscal 2022 Acquisitions

Fylamynt Acquisition

On February 18, 2022, we acquired all the outstanding shares of privately-held NeurOps Inc. (which operated under the name "Fylamynt") for approximately $ i 27 million in cash, of which $ i 22 million was paid at closing. The purchase price includes $ i 5 million related to an indemnity holdback provision, of which $ i 4 million was paid in the fourth quarter of fiscal 2023. 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 acquisition-date values of the assets acquired are as follows (in millions):


	Amount
Cash	$	i 1
Developed technology		i 6
Goodwill		i 20
Total assets acquired		i 27
Total purchase price	$	i 27

CloudCheckr Acquisition

On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., (CloudCheckr) for approximately $ i 347 million in cash. CloudCheckr is a leading cloud optimization platform that provides cloud visibility and insights to lower costs, maintain security and compliance, and optimize cloud resources.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions):


	Amount
Cash	$	i 2
Intangible assets		i 76
Goodwill		i 276
Other assets		i 6
Total assets acquired		i 360
Liabilities assumed		( i 13	)
Total purchase price	$	i 347

The components of the intangible assets acquired were as follows (in millions, except useful life):


	Amount		Estimated useful life (years)
Developed technology	$	i 45		i 5
Customer contracts/relationships		i 30		i 5
Trade name		i 1		i 3
Total intangible assets	$	i 76

Data Mechanics Acquisition

On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc. (Data Mechanics), a provider of managed platforms for big data processing and cloud analytics headquartered in Paris, France, for approximately $ i 15 million in cash.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions):


	Amount
Cash	$	i 1
Developed technology		i 5
Goodwill		i 11
Total assets acquired		i 17
Liabilities assumed		( i 2	)
Total purchase price	$	i 15

The acquired assets and assumed liabilities of Fylamynt, CloudCheckr and Data Mechanics were recorded at their estimated values. We determined the estimated values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize incremental revenue by offering continuous cost optimization and managed services from our existing capabilities to help customers improve their cloud resources and realize the benefits of cloud faster and at scale. We also anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of their identifiable net assets acquired, and as a result, we have recorded goodwill in connection with these acquisitions. The goodwill is not deductible for income tax purposes.

The results of operations related to the acquisitions of Fylamynt, CloudCheckr and Data Mechanics have been included in our consolidated statements of income from their respective acquisition dates. Pro forma results of operations have not been presented because the impact from these acquisitions was not material to our consolidated results of operations.

Fiscal 2021 Acquisitions

Spot, Inc. Acquisition

On July 9, 2020, we acquired all the outstanding shares of privately-held Spot, Inc. (Spot), a provider of compute management cost optimization services on the public clouds based in Israel, for $ i 340 million in cash.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions):


	Amount
Cash	$	i 24
Intangible assets		i 84
Goodwill		i 249
Other assets		i 6
Total assets acquired		i 363
Liabilities assumed		( i 23	)
Total purchase price	$	i 340

The components of the Spot intangible assets acquired were as follows (in millions, except useful life):


	Amount		Estimated useful life (years)
Developed technology	$	i 53		i 5
Customer contracts/relationships		i 28		i 5
Trade name		i 3		i 3
Total intangible assets	$	i 84

Cloud Jumper Corporation Acquisition

On April 28, 2020, we acquired all the outstanding shares of privately-held Cloud Jumper Corporation (Cloud Jumper), a provider of virtual desktop infrastructure and remote desktop services solutions based in North Carolina, for $ i 34 million in cash.

The acquisition-date values of the assets acquired and liabilities assumed are as follows (in millions):


	Amount
Developed technology	$	i 16
Customer contracts/relationships		i 6
Goodwill		i 12
Other assets		i 1
Total assets acquired		i 35
Liabilities assumed		( i 1	)
Total purchase price	$	i 34

The acquired assets and assumed liabilities of Spot and Cloud Jumper were recorded at their estimated values. We determined the estimated values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize revenue synergies, leverage and expand the existing Spot and Cloud Jumper sales channels and product development resources, and utilize their existing workforces. We also anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of their identifiable net assets acquired, and as a result, we have recorded goodwill in connection with both of these acquisitions. The goodwill is not deductible for income tax purposes.

The results of operations related to the acquisition of both Spot and Cloud Jumper have been included in our consolidated statements of income from their respective acquisition dates. Pro forma results of operations have not been presented because the impact from these acquisitions would not have been material to our consolidated results of operations.

5. Goodwill and Purchased Intangible Assets, Net

Goodwill activity is summarized as follows (in millions):


	Amount
Balance as of April 30, 2021	$	i 2,039
Additions		i 307
Balance as of April 29, 2022		i 2,346
Additions		i 413
Balance as of April 28, 2023	$	i 2,759

The $ i 413 million addition to goodwill in fiscal 2023 was from the Instaclustr acquisition and was allocated to our Public Cloud segment.

Goodwill by reportable segment as of April 28, 2023 is as follows (in millions):


	Amount
Hybrid Cloud	$	i 1,714
Public Cloud		i 1,045
Total goodwill	$	i 2,759

Purchased intangible assets, net are summarized below (in millions):

Gross

Accumulated

Net

Gross

Accumulated

Net

Assets

Amortization

Assets

Amortization

Assets

Developed technology

i 212

( i 107

)

i 105

i 157

( i 65

)

i 92

Customer contracts/relationships

i 118

( i 44

)

i 74

i 68

( i 20

)

i 48

Other purchased intangibles

i 6

( i 4

)

i 2

i 4

( i 2

)

i 2

Total purchased intangible assets

i 336

( i 155

)

i 181

i 229

( i 87

)

i 142

Amortization expense for purchased intangible assets is summarized below (in millions):

Year Ended

Statements of

Income
Classifications

Developed technology

i 42

i 33

i 41

Cost of revenues

Customer contracts/relationships

i 24

i 11

i 8

Operating expenses

Other purchased intangibles

i 2

i —

Operating expenses

Total

i 68

i 46

i 49

As of April 28, 2023, future amortization expense related to purchased intangible assets is as follows (in millions):


Fiscal Year	Amount
2024	$	i 57
2025		i 55
2026		i 39
2027		i 29
2028		i 1
Total	$	i 181

6. Supplemental Financial Information

Cash and cash equivalents (in millions):

The following table presents cash and cash equivalents as reported in our consolidated balance sheets, as well as the sum of cash, cash equivalents and restricted cash as reported on our consolidated statements of cash flows:


	April 28, 2023		April 29, 2022
Cash and cash equivalents	$	i 2,316	$	i 4,112
Restricted cash		i 6		i 7
Cash, cash equivalents and restricted cash	$	i 2,322	$	i 4,119

Inventories (in millions):


	April 28, 2023		April 29, 2022
Purchased components	$	i 65	$	i 131
Finished goods		i 102		i 73
Inventories	$	i 167	$	i 204

Property and equipment, net (in millions):


	April 28, 2023			April 29, 2022
Land	$	i 46		$	i 46
Buildings and improvements		i 359			i 353
Leasehold improvements		i 91			i 92
Computer, production, engineering and other equipment		i 1,053			i 904
Computer software		i 325			i 316
Furniture and fixtures		i 84			i 76
Construction-in-progress		i 55			i 65
		i 2,013			i 1,852
Accumulated depreciation and amortization		( i 1,363	)		( i 1,250	)
Property and equipment, net	$	i 650		$	i 602

Depreciation and amortization expense related to property and equipment, net is summarized below (in millions):

Year Ended

April 28,
2023

April 29,
2022

April 30,
2021

Depreciation and amortization expense

i 181

i 148

i 158

Other non-current assets (in millions):


	April 28, 2023		April 29, 2022
Deferred tax assets	$	i 948	$	i 362
Operating lease ROU assets		i 281		i 294
Other assets		i 319		i 335
Other non-current assets	$	i 1,548	$	i 991

Other non-current assets as of April 28, 2023 and April 29, 2022 include $ i 80 million and $ i 73 million, respectively, for our i 49% non-controlling equity interest in Lenovo NetApp Technology Limited (LNTL), a China-based entity that we formed with Lenovo (Beijing) Information Technology Ltd. in fiscal 2019. LNTL is integral to our sales channel strategy in China, acting as a distributor of our offerings to customers headquartered there, and involved in certain OEM sales to Lenovo. LNTL is also focused on localizing our products and services, and developing new joint offerings for the China market by leveraging NetApp and Lenovo technologies. Our sales to LNTL are conducted on terms equivalent to those prevailing in an arm’s length transaction.

Accrued expenses (in millions):


	April 28, 2023		April 29, 2022
Accrued compensation and benefits	$	i 363	$	i 462
Product warranty liabilities		i 17		i 17
Operating lease liabilities		i 47		i 47
Other current liabilities		i 430		i 399
Accrued expenses	$	i 857	$	i 925

Other long-term liabilities (in millions):


	April 28, 2023		April 29, 2022
Liability for uncertain tax positions	$	i 144	$	i 131
Income taxes payable		i 215		i 303
Product warranty liabilities		i 8		i 9
Operating lease liabilities		i 248		i 257
Other liabilities		i 93		i 88
Other long-term liabilities	$	i 708	$	i 788

Deferred revenue and financed unearned services revenue

i The following table summarizes the components of our deferred revenue and financed unearned services balance as reported in our consolidated balance sheets (in millions):


	April 28, 2023		April 29, 2022
Deferred product revenue	$	i 18	$	i 31
Deferred services revenue		i 4,247		i 4,140
Financed unearned services revenue		i 48		i 61
Total	$	i 4,313	$	i 4,232

Reported as:
Short-term	$	i 2,218	$	i 2,171
Long-term		i 2,095		i 2,061
Total	$	i 4,313	$	i 4,232

Deferred product revenue represents unrecognized revenue related to undelivered product commitments and other product deliveries that have not met all revenue recognition criteria. Deferred services revenue represents customer payments made in advance for services, which include software and hardware support contracts, certain public cloud services and other services. Financed unearned services revenue represents undelivered services for which cash has been received under certain third-party financing arrangements. See Note 17 – Commitments and Contingencies for additional information related to these arrangements.

During the years ended April 28, 2023 and April 29, 2022, we recognized revenue of $ i 2,171 million and $ i 2,062 million, respectively, that was included in the deferred revenue and financed unearned services revenue balance at the beginning of the respective periods.

As of April 28, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that are unsatisfied or partially unsatisfied approximated our deferred revenue and unearned services revenue balance. Because customer orders are typically placed on an as-needed basis, and cancellable without penalty prior to shipment, orders in backlog may not be a meaningful indicator of future revenue and have not been included in this amount. We expect to recognize as revenue approximately i 51% of our deferred revenue and financed unearned services revenue balance in the next i i 12 / months, approximately i 24% in the next 13 to 24 months, and the remainder thereafter.

Deferred commissions

The following table summarizes deferred commissions balances as reported in our consolidated balance sheets (in millions):


	April 28, 2023		April 29, 2022
Other current assets	$	i 64	$	i 80
Other non-current assets		i 99		i 117
Total deferred commissions	$	i 163	$	i 197

During the years ended April 28, 2023 and April 29, 2022, we recognized amortization expense from deferred commissions of $ i 116 million and $ i 146 million, respectively, and there were i i no / impairment charges recognized.

Other income (expense), net (in millions):

Year Ended

Interest income

i 69

i 7

i 9

Interest expense

( i 67

)

( i 73

)

( i 74

)

Other, net

i 46

i 4

( i 4

)

Other income (expense), net

i 48

( i 62

)

( i 69

)

Other, net for fiscal 2023 includes $ i 22 million of other income for non-refundable, up-front payments from customers in Russia for support contracts, which we were not able to fulfill due to imposed sanctions and for which we have no remaining legal obligation to perform. Other, net for fiscal 2023 also includes a $ i 32 million gain recognized on our sale of a minority equity interest in a privately held company for proceeds of approximately $ i 59 million.

Statements of cash flows additional information (in millions):

Supplemental cash flow information related to our operating leases is included in Note 9 – Leases. Non-cash investing and other supplemental cash flow information are presented below:

Year Ended

Non-cash Investing and Financing Activities:

Capital expenditures incurred but not paid

i 12

i 22

i 15

Liabilities incurred to former owners of acquired business

i —

i 5

i —

Supplemental Cash Flow Information:

Income taxes paid, net of refunds

i 386

i 398

i 338

Interest paid

i 65

i 67

i 57

7. Financial Instruments and Fair Value Measurements

The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value:

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of liabilities and assets, respectively.

Investments

The following is a summary of our investments at their cost or amortized cost for the years ended April 28, 2023 and April 29, 2022 (in millions):


	April 28, 2023		April 29, 2022
Corporate bonds	$	i —	$	i 9
U.S. Treasury and government debt securities		i 754		i 13
Money market funds		i 794		i 2,166
Certificates of deposit		i 59		i 71
Mutual funds		i 36		i 36
Total debt and equity securities	$	i 1,643	$	i 2,295

The fair value of our investments approximates their cost or amortized cost for both periods presented. Investments in mutual funds relate to the non-qualified deferred compensation plan offered to certain employees.

As of April 28, 2023, all our debt investments are due to mature in one year or less.

Fair Value of Financial Instruments

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in millions):

Fair Value Measurements at Reporting Date Using

Total

Level 1

Level 2

Cash and cash equivalents:

Cash

i 1,463

i —

Money market funds

i 794

i —

Certificates of deposit

i 59

i —

i 59

Total cash and cash equivalents

i 2,316

i 2,257

i 59

Short-term investments:

U.S. Treasury and government debt securities

i 754

i —

Total short-term investments

i 754

i —

Total cash, cash equivalents and short-term investments

i 3,070

i 3,011

i 59

Other items:

Mutual funds (1)

i 7

i —

Mutual funds (2)

i 29

i —

Foreign currency exchange contracts assets (1)

i 13

i —

i 13

Foreign currency exchange contracts liabilities (3)

( i 4

)

i —

( i 4

)

Fair Value Measurements at Reporting Date Using

Total

Level 1

Level 2

Cash and cash equivalents:

Cash

i 1,875

i —

Money market funds

i 2,166

i —

Certificates of deposit

i 71

i —

i 71

Total cash and cash equivalents

i 4,112

i 4,041

i 71

Short-term investments:

Corporate bonds

i 9

i —

i 9

U.S. Treasury and government debt securities

i 13

i —

Total short-term investments

i 22

i 13

i 9

Total cash, cash equivalents and short-term investments

i 4,134

i 4,054

i 80

Other items:

Mutual funds (1)

i 6

i —

Mutual funds (2)

i 30

i —

Foreign currency exchange contracts assets (1)

i 2

i —

i 2

Foreign currency exchange contracts liabilities (3)

( i 29

)

i —

( i 29

)

(1)

Reported as other current assets in the consolidated balance sheets

(2)

Reported as other non-current assets in the consolidated balance sheets

(3)

Reported as accrued expenses in the consolidated balance sheets

Our Level 2 debt instruments are held by a custodian who prices some of the investments using standard inputs in various asset price models or obtains investment prices from third-party pricing providers that incorporate standard inputs in various asset price models. These pricing providers utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. We review Level 2 inputs and fair value for reasonableness and the values may be further validated by comparison to multiple independent pricing sources. In addition, we review third-party pricing provider models, key inputs and assumptions and understand the pricing processes at our third-party providers in determining the overall reasonableness of the fair value of our Level 2 debt instruments. As of April 28, 2023 and April 29, 2022, we have not made any adjustments to the prices obtained from our third-party pricing providers.

Fair Value of Debt

As of April 28, 2023 and April 29, 2022, the fair value of our long-term debt was approximately $ i 2,206 million and $ i 2,491 million, respectively. The fair value of our long-term debt was based on observable market prices in a less active market.

8. Financing Arrangements

Long-Term Debt

The following table summarizes information relating to our long-term debt, which we collectively refer to as our Senior Notes (in millions, except interest rates):


	Effective Interest Rate	April 28, 2023			April 29, 2022
3.25% Senior Notes Due December 2022	i i 3.43 / %	$	i —		$	i 250
3.30% Senior Notes Due September 2024	i i 3.42 / %		i 400			i 400
1.875% Senior Notes Due June 2025	i i 2.03 / %		i 750			i 750
2.375% Senior Notes Due June 2027	i i 2.51 / %		i 550			i 550
2.70% Senior Notes Due June 2030	i i 2.81 / %		i 700			i 700
Total principal amount			i 2,400			i 2,650
Unamortized discount and issuance costs			( i 11	)		( i 14	)
Total senior notes			i 2,389			i 2,636
Less: Current portion of long-term debt			i —			( i 250	)
Total long-term debt		$	i 2,389		$	i 2,386

Senior Notes

Our $ i 750 million aggregate principal amount of i 1.875% Senior Notes due 2025, $ i 550 million aggregate principal amount of i 2.375% Senior Notes due 2027 and $ i 700 million aggregate principal amount of i 2.70% Senior Notes due 2030, were each issued in June 2020. Interest on each of these Senior Notes is payable semi-annually in June and December. Our i 3.30% Senior Notes, with a principal amount of $ i 400 million, were issued in September 2017 with interest paid semi-annually in March and September.

On September 15, 2022, we extinguished our i 3.25% Senior Notes due December 2022 for an aggregate cash redemption price of $ i 252 million, comprised of the principal and unpaid interest.

Our Senior Notes, which are unsecured, unsubordinated obligations, rank equally in right of payment with any existing and future senior unsecured indebtedness.

We may redeem the Senior Notes in whole or in part, at any time at our option at specified redemption prices. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the Senior Notes under specified terms. The Senior Notes also include covenants that limit our ability to incur debt secured by liens on assets or on shares of stock or indebtedness of our subsidiaries; to engage in certain sale and lease-back transactions; and to consolidate, merge or sell all or substantially all of our assets. As of April 28, 2023, we were in compliance with all covenants associated with the Senior Notes.

As of April 28, 2023, our aggregate future principal debt maturities are as follows (in millions):


Fiscal Year	Amount
2024	$	i —
2025		i 400
2026		i 750
2027		i —
2028		i 550
Thereafter		i 700
Total	$	i 2,400

Commercial Paper Program and Credit Facility

We have a commercial paper program (the Program), under which we may issue unsecured commercial paper notes. Amounts available under the Program, as amended in July 2017, may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the Program at any time not to exceed $ i 1.0 billion. The maturities of the notes can vary, but may not exceed i 397 days from the date of issue. The notes are sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes. There were i i no / commercial paper notes outstanding as of April 28, 2023 or April 29, 2022.

In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was amended in May 2023 primarily to replace the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the basis for establishing the interest rate applicable to certain borrowings under the agreement, provides for a $ i 1.0 billion revolving unsecured credit facility, with a sublimit of $ i 50 million available for the issuance of letters of credit on our behalf. The credit facility matures on i January 22, 2026, with an option for us to extend the maturity date for i two additional i 1-year periods, subject to certain conditions. The proceeds of the loans may be used by us for general corporate purposes and as liquidity support for our existing commercial paper program. As of April 28, 2023, we were compliant with all associated covenants in the agreement. i No amounts were drawn against this credit facility during any of the periods presented.

9. Leases

We lease real estate, equipment and automobiles in the U.S. and internationally. Our real estate leases, which are responsible for the majority of our aggregate ROU asset and liability balances, include leases for office space, data centers and other facilities, and as of April 28, 2023, have remaining lease terms not exceeding 19 years. Some of these leases contain options that allow us to extend or terminate the lease agreement. Our equipment leases are primarily for servers and networking equipment and as of April 28, 2023, have remaining lease terms not exceeding i 4 years. As of April 28, 2023, our automobile leases have remaining lease terms not exceeding i 4 years. All our leases are classified as operating leases except for certain immaterial equipment finance leases.

In April 2021, we entered into a lease for our new corporate headquarters located in San Jose, California, which is comprised of approximately i three hundred thousand square feet of office space and requires future minimum undiscounted payments of approximately $ i 180 million over the initial i 11-year lease term. The lease agreement also provides us i two successive renewal options, each for i five years. The lease commenced during the first quarter of fiscal 2022.

The components of lease cost related to our operating leases were as follows (in millions):


	Year Ended
	April 28, 2023		April 29, 2022
Operating lease cost	$	i 61	$	i 61
Variable lease cost		i 16		i 15
Total lease cost	$	i 77	$	i 76

Variable lease cost is primarily attributable to amounts paid to lessors for common area maintenance and utility charges under our real estate leases.

The supplemental cash flow information related to our operating leases is as follows (in millions):


	Year Ended
	April 28, 2023		April 29, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	i 55	$	i 56
Right-of-use assets obtained in exchange for new operating lease obligations	$	i 38	$	i 236

The supplemental balance sheet information related to our operating leases is as follows (in millions, except lease term and discount rate):


	April 28, 2023			April 29, 2022
Other non-current assets	$	i 281		$	i 294
Total operating lease ROU assets	$	i 281		$	i 294

Accrued expenses	$	i 47		$	i 47
Other long-term liabilities		i 248			i 257
Total operating lease liabilities	$	i 295		$	i 304

Weighted Average Remaining Lease Term	i 9.4 years			i 9.6 years

Weighted Average Discount Rate		i 3.0	%		i 2.8	%

Future minimum operating lease payments as of April 28, 2023 are as follows (in millions):


Fiscal Year	Amount
2024	$	i 53
2025		i 44
2026		i 38
2027		i 32
2028		i 27
Thereafter		i 149
Total lease payments		i 343
Less: Interest		( i 48	)
Total	$	i 295

10. Stockholders’ Equity

Equity Incentive Programs

The 2021 Plan — The 2021 Equity Incentive Plan (the 2021 Plan) was adopted by our Board of Directors and approved by the stockholders on September 10, 2021. The 2021 Plan replaced the 1999 Stock Option Plan (the 1999 Plan), and the 1999 Plan terminated effective as of September 11, 2021, except that the 1999 Plan will continue to govern awards outstanding thereunder as of the date of such plan’s termination and such awards will continue in force and effect until terminated pursuant to their terms. The 2021 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to our employees, directors, and consultants.

Under the 2021 Plan, the Board of Directors may grant to employees, nonemployee directors, consultants and independent advisors options to purchase shares of our common stock during their period of service. The exercise price for an incentive stock option and a nonstatutory option cannot be less than i 100% of the fair market value of the common stock on the grant date. The 2021 Plan prohibits the repricing of any outstanding stock option or stock appreciation right after it has been granted or to cancel any outstanding stock option or stock appreciation right and immediately replace it with a new stock option or stock appreciation right with a lower exercise price unless approved by stockholders. RSUs granted under the 2021 Plan include time-based RSUs that generally vest over a i four-year period with i 25% vesting on the first anniversary of the grant date and i i i 6.25 / / % vesting quarterly thereafter. The Compensation Committee of the Board of Directors (the Compensation Committee) has the discretion to use different vesting schedules. In addition, performance-based RSUs may be granted under the 2021 Plan and are subject to performance criteria and vesting terms specified by the Compensation Committee.

As of April 28, 2023, i 1 million shares were available for grant under the 2021 Plan.

Stock Options

Less than i i 1 / million stock options were outstanding as of April 28, 2023 and April 29, 2022.

Additional information related to our stock options is summarized below (in millions):

Year Ended

Intrinsic value of exercises

i 7

i 14

i 11

Proceeds received from exercises

i 1

i 8

Fair value of options vested

i 4

i 5

Restricted Stock Units

In fiscal 2023, 2022 and 2021, we granted PBRSUs to certain of our executives. Each PBRSU has performance-based vesting criteria (in addition to the service-based vesting criteria) such that the PBRSU cliff-vests at the end of either an approximate one, two or i i i three year / / performance period, which began on the date specified in the grant agreement and typically ends on the last day of the first, second or third fiscal year, respectively, following the grant date. The number of shares of common stock that will be issued to settle most of these PBRSUs at the end of the applicable performance and service period will range from i 0% to i 200% of a target number of shares originally granted. For half of the PBRSUs granted in fiscal 2023 and most of the PBRSUs granted in fiscal 2022 and fiscal 2021, the number of shares issued will depend upon our Total Stockholder Return (TSR) as compared to the TSR of a specified group of benchmark peer companies (each expressed as a growth rate percentage) calculated as of the end of the performance period. The fair values of these awards were fixed at grant date using a Monte Carlo simulation model. i For the remaining PBRSUs granted in fiscal 2023, the number of shares issued will depend upon the Company's billings result average over the three-year performance period as compared to a predetermined billings target. Billings for purposes of measuring the performance of these PBRSUs means the total obtained by adding net revenues as reported on the Company's Consolidated Statements of Income to the amount reported as the change in deferred revenue and financed unearned services revenue on the Consolidated Statements of Cash Flows for the applicable measurement period, excluding the impact of fluctuations in foreign currency exchange rates. The fair values of these billings PBRSUs were established consistent with our methodology for valuing time-based RSUs, while compensation cost was recognized based on the probable outcome of the performance condition. The aggregate grant date fair value of all PBRSUs granted in fiscal 2023, 2022 and 2021 was $ i 28 million, $ i 59 million and $ i 27 million, respectively, and these amounts are being recognized to expense over the shorter of the remaining applicable performance or service periods.

As of April 28, 2023, April 29, 2022 and April 30, 2021, there were approximately i i i 1 / / million PBRSUs outstanding.

The following table summarizes information related to RSUs, including PBRSUs, (in millions, except for fair value):


	Number of Shares			Weighted- Average Grant Date Fair Value
Outstanding as of April 24, 2020		i 7		$	i 51.40
Granted		i 6		$	i 42.46
Vested		( i 3	)	$	i 44.74
Forfeited		( i 1	)	$	i 51.20
Outstanding as of April 30, 2021		i 9		$	i 47.75
Granted		i 5		$	i 80.40
Vested		( i 3	)	$	i 48.91
Forfeited		( i 1	)	$	i 57.46
Outstanding as of April 29, 2022		i 10		$	i 64.09
Granted		i 8		$	i 59.87
Vested		( i 4	)	$	i 62.85
Forfeited		( i 2	)	$	i 61.99
Outstanding as of April 28, 2023		i 12		$	i 62.08

We primarily use the net share settlement approach upon vesting, where a portion of the shares are withheld as settlement of employee withholding taxes, which decreases the shares issued to the employee by a corresponding value. i The number and value of the shares netted for employee taxes are summarized in the table below (in millions):

Year Ended

Shares withheld for taxes

i 1

Fair value of shares withheld

i 84

i 74

i 42

Employee Stock Purchase Plan

Eligible employees are offered shares through a i 24-month offering period, which consists of i four consecutive i 6-month purchase periods. Employees may purchase a limited number of shares of the Company’s stock at a discount of up to i 15% of the lesser of the market value at the beginning of the offering period or the end of each 6-month purchase period. On September 10, 2021, the ESPP was amended to increase the shares reserved for issuance by i 3 million shares of common stock. As of April 28, 2023, i 2 million shares were available for issuance. i The following table summarizes activity related to the purchase rights issued under the ESPP (in millions):

Year Ended

Shares issued under the ESPP

i 2

i 3

i 2

Proceeds from issuance of shares

i 107

i 104

i 90

Stock-Based Compensation Expense

Stock-based compensation expense is included in the consolidated statements of income as follows (in millions):

Year Ended

Cost of product revenues

i 5

i 4

Cost of hardware support and other services revenues

i 19

i 13

i 10

Sales and marketing

i 135

i 115

i 92

Research and development

i 111

i 75

i 64

General and administrative

i 42

i 38

i 27

Total stock-based compensation expense

i 312

i 245

i 197

As of April 28, 2023, total unrecognized compensation expense related to our equity awards was $ i 606 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of i 2.2 years.

Valuation Assumptions

The valuation of RSUs and ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows:

Year Ended

RSUs:

Risk-free interest rate

i 3.1

i 0.5

i 0.2

Expected dividend yield

i 2.9

i 2.4

i 4.4

Weighted-average fair value per share granted

i 59.87

i 80.40

i 42.46

ESPP:

Expected term in years

i 1.2

Risk-free interest rate

i 3.9

i 0.2

Expected volatility

i 36

i 37

i 47

Expected dividend yield

i 2.9

i 2.4

i 4.4

Weighted-average fair value per right granted

i 21.28

i 24.75

i 10.08

Stock Repurchase Program

As of April 28, 2023, our Board of Directors has authorized the repurchase of up to $ i 15.1 billion of our common stock. Under this program, which we may suspend or discontinue at any time, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management.

The following table summarizes activity related to this program (in millions, except per share amounts):

Year Ended

Number of shares repurchased

i 13

i 7

i 2

Average price per share

i 66.42

i 84.49

i 67.61

Stock repurchases allocated to additional paid-in capital

i 45

i 20

i 3

Stock repurchases allocated to retained earnings

i 805

i 580

i 122

Remaining authorization at end of period

i 402

i 1,252

i 352

Since the May 13, 2003 inception of our stock repurchase program through April 28, 2023, we repurchased a total of i 360 million shares of our common stock at an average price of $ i 40.89 per share, for an aggregate purchase price of $ i 14.7 billion. On May 26, 2023 our Board of Directors authorized the repurchase of an additional $ i 1.0 billion of our common stock.

Preferred Stock

Our Board of Directors has the authority to issue up to i 5 million shares of preferred stock and to determine the price, rights, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. i i No / shares of preferred stock were issued or outstanding in any period presented.

Dividends

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

Year Ended

Dividends per share declared

i 2.00

i 1.92

Dividend payments allocated to additional paid-in capital

i 106

i —

i 30

Dividend payments allocated to retained earnings

i 326

i 446

i 397

On May 26, 2023, we declared a cash dividend of $ i 0.50 per share of common stock, payable on i July 26, 2023 to shareholders of record as of the close of business on i July 7, 2023. The timing and amount of future dividends will depend on market conditions, corporate business and financial considerations and regulatory requirements. All dividends declared have been determined by the Company to be legally authorized under the laws of the state in which we are incorporated.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, are summarized below (in millions):

Foreign
Currency
Translation
Adjustments

Defined
Benefit
Obligation
Adjustments

Unrealized
Gains
(Losses) on
Available-
for-Sale
Securities

Unrealized
Gains
(Losses) on
Cash Flow Hedges

Total

Balance as of April 24, 2020

( i 42

)

( i 1

)

i 1

i —

( i 42

)

OCI before reclassifications, net of tax

i 15

( i 3

)

i —

( i 11

)

i 1

Amounts reclassified from AOCI, net of tax

i —

i 11

Total OCI

i 15

( i 3

)

i —

i 12

Balance as of April 30, 2021

( i 27

)

( i 4

)

i 1

i —

( i 30

)

OCI before reclassifications, net of tax

( i 17

)

i 3

( i 1

)

i 8

( i 7

)

Amounts reclassified from AOCI, net of tax

i —

( i 7

)

( i 7

)

Total OCI

( i 17

)

i 3

( i 1

)

i 1

( i 14

)

Balance as of April 29, 2022

( i 44

)

( i 1

)

i —

i 1

( i 44

)

OCI before reclassifications, net of tax

( i 4

)

( i 2

)

i —

( i 6

)

( i 12

)

Amounts reclassified from AOCI, net of tax

i —

i 5

Total OCI

( i 4

)

( i 2

)

i —

( i 1

)

( i 7

)

Balance as of April 28, 2023

( i 48

)

( i 3

)

i —

( i 51

)

The amounts reclassified out of AOCI are as follows (in millions):

Year Ended

Statements of Income

Classification

Realized losses (gains) on cash flow hedges

i 5

( i 7

)

i 11

Net revenues

Total reclassifications

i 5

( i 7

)

i 11

11. Derivatives and Hedging Activities

We use derivative instruments to manage exposures to foreign currency risk. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The maximum length of time over which forecasted foreign currency denominated revenues are hedged is 12 months. The program is not designated for trading or speculative purposes. Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet their obligations under the terms of our agreements. We seek to mitigate such risk by limiting our counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. We also have in place master netting arrangements to mitigate the credit risk of our counterparties and to potentially reduce our losses due to counterparty nonperformance. We present our derivative instruments as net amounts in our consolidated balance sheets. The gross and net fair value amounts of such instruments were not material as of April 28, 2023 or April 29, 2022. All contracts have a maturity of less than 12 months.

The notional amount of our outstanding U.S. dollar equivalent foreign currency exchange forward contracts consisted of the following (in millions):


	April 28, 2023		April 29, 2022
Cash Flow Hedges
Forward contracts purchased	$	i 95	$	i 78
Balance Sheet Contracts
Forward contracts sold	$	i 965	$	i 841
Forward contracts purchased	$	i 96	$	i 129

The effect of cash flow hedges recognized in net revenues is presented in the consolidated statements of comprehensive income and Note 10 – Stockholders’ Equity.

The effect of derivative instruments not designated as hedging instruments recognized in other expense, net on our consolidated statements of income was as follows (in millions):

Year Ended

Gain (Loss) Recognized into Income

Foreign currency exchange contracts

i 4

( i 91

)

i 20

12. Restructuring Charges

During the third quarter of fiscal 2023, management approved a restructuring plan to redirect resources to highest return activities and reduce costs. As a result, we recorded restructuring charges in the third quarter comprised of employee severance-related expenses. This plan reduced our global workforce by approximately i 8% and activities under this plan are substantially complete.

In the first quarter of fiscal 2023, we executed a restructuring plan to redirect resources to highest return activities, which included a reduction in our global workforce of approximately i 1% and resulted in restructuring charges comprised primarily of employee severance-related costs. Activities under this plan are substantially complete.

In fiscal 2023, we also continued activities related to the establishment of an international headquarters in Cork, Ireland, which was initiated in the fourth quarter of fiscal 2022, and incurred restructuring charges consisting primarily of severance-related costs and legal and tax-related professional fees. Substantially all activities under this plan are complete.

In the first quarter of fiscal 2022, we executed a restructuring plan to reduce the amount of office space we occupied as we allow more employees to work remotely. In connection with the plan, we also reduced our global workforce by approximately i 1%. Charges related to the plan consisted primarily of office relocation costs, lease termination fees, and employee severance-related costs. Substantially all activities under the plan had been completed by the end of fiscal 2022.

Management has previously approved several restructuring actions in fiscal 2021, under which we reduced our global workforce by approximately i 6%. Charges related to these restructuring plans consisted primarily of employee severance-related costs. Substantially all activities under these plans were completed as of the end of fiscal 2021.

Activities related to our restructuring plans are summarized as follows (in millions):


	Total
Balance as of April 24, 2020	$	i 1
Net charges		i 42
Cash payments		( i 42	)
Balance as of April 30, 2021		i 1
Net charges		i 33
Cash payments		( i 31	)
Balance as of April 29, 2022		i 3
Net charges		i 120
Cash payments		( i 87	)
Balance as of April 28, 2023	$	i 36

Liabilities for our restructuring activities are included in accrued expenses in our consolidated balance sheets.

13. Income Taxes

Income before income taxes is as follows (in millions):

Year Ended

Domestic

i 420

i 546

i 433

Foreign

i 646

i 549

i 529

Total

i 1,066

i 1,095

i 962

The (benefit) provision for income taxes consists of the following (in millions):

Year Ended

Current:

Federal

i 209

i 187

i 82

State

i 39

i 55

i 22

Foreign

i 150

i 60

i 134

Total current

i 398

i 302

i 238

Deferred:

Federal

( i 44

)

( i 125

)

i 6

State

( i 3

)

( i 27

)

i 2

Foreign

( i 559

)

i 8

( i 14

)

Total deferred

( i 606

)

( i 144

)

( i 6

)

(Benefit) provision for income taxes

( i 208

)

i 158

i 232

During the second quarter of fiscal 2023, we completed an intra-entity asset transfer of certain IP to our international headquarters (the “IP Transfer”). The transaction resulted in a step-up of tax-deductible basis in the transferred assets, and accordingly, created a temporary difference where the tax basis exceeded the financial statement basis of such intangible assets, which resulted in the recognition of a discrete tax benefit and related deferred tax asset of $ i 524 million during the second quarter of fiscal 2023. Management applied significant judgment when determining the fair value of the IP, which serves as the tax basis of the deferred tax asset. With the assistance of third-party valuation specialists, the fair value of the IP was determined principally based on the present value of projected cash flows related to the IP which reflects management’s assumptions regarding projected revenues, earnings before interest and taxes, and a discount rate. The tax-deductible amortization related to the transferred IP rights will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely. The deferred tax asset and the tax benefit were measured based on the enacted tax rates expected to apply in the years the asset is expected to be realized. We expect to realize the deferred tax asset resulting from the IP Transfer and will assess the realizability of the deferred tax asset quarterly. Any Organisation for Economic Co-operation and Development’s (“OECD”) actions adopted internationally could impact our financial results in future periods.

In September 2010, the Danish Tax Authorities issued a decision concluding that distributions declared in 2005 and 2006 by our Danish subsidiary were subject to Danish at-source dividend withholding tax. We did not believe that our Danish subsidiary was liable for such withholding tax and filed an appeal with the Danish Tax Tribunal. In December 2011, the Danish Tax Tribunal issued a ruling in favor of NetApp. The Danish tax examination agency appealed this decision at the Danish High Court (DHC) in March 2012. In February 2016, the DHC requested a preliminary ruling from the Court of Justice of the European Union (CJEU). In March 2018, the Advocate General issued an opinion which was largely in favor of NetApp. The CJEU was not bound by the opinion of the Advocate General and issued its preliminary ruling in February 2019. On May 3, 2021, the DHC reached a decision resulting in NetApp prevailing on the predominate distribution made in 2005. The smaller distribution made in 2006 was ruled in favor of the Danish Tax Authorities. On May 28, 2021, the Danish Tax Authorities appealed the DHC decision to the Danish Supreme Court. On January 9, 2023, the Danish Supreme Court reversed the lower court's decision and ruled the 2005 dividend was subject to withholding tax while the smaller 2006 distribution would not be subject to withholding tax. The Danish Supreme Court ruling on the distributions declared in 2005 and 2006 is non-appealable. During the third quarter of fiscal 2023, we recorded $ i 69 million of discrete tax expense, which includes $ i 23 million of withholding tax and $ i 46 million of interest, associated with the Danish Supreme Court ruling.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate as follows (in millions):

Year Ended

Tax computed at federal statutory rate

i 224

i 230

i 202

State income taxes, net of federal benefit

i 24

i 15

i 23

Foreign earnings in lower tax jurisdictions

( i 43

)

( i 46

)

( i 26

)

Stock-based compensation

i 25

( i 8

)

i 6

Research and development credits

( i 24

)

( i 18

)

( i 13

)

Benefit for foreign derived intangible income

i —

( i 49

)

( i 2

)

Global minimum tax on intangible income

i 61

i 1

i 19

Transition tax and related reserves

i —

i 1

Tax (benefits) charges from integration of acquired companies

( i 27

)

i 23

i 35

Tax benefit due to IP Transfer

( i 524

)

i —

Resolution of income tax matters (1)

i 71

( i 3

)

( i 6

)

Other

i 5

i 12

( i 7

)

(Benefit) provision for income taxes

( i 208

)

i 158

i 232

(1)

During fiscal 2023, we recognized tax expense related to a Danish Supreme Court decision related to withholding tax on a 2005 distribution as well as tax expense related to the currently in progress IRS audit of our fiscal 2018 and 2019 U.S. tax returns. During fiscal 2022, we recognized a tax benefit related to the lapse of statute of limitations for certain issues in our fiscal 2012 and 2013 state income tax returns. During fiscal 2021, we recognized a tax benefit related to the lapse of statutes of limitations for certain issues on our fiscal 2016 and 2017 federal income tax returns.

The components of our deferred tax assets and liabilities are as follows (in millions):


	April 28, 2023			April 29, 2022
Deferred tax assets:
Reserves and accruals	$	i 189		$	i 267
Net operating loss and credit carryforwards		i 124			i 121
Stock-based compensation		i 23			i 23
Deferred revenue and financed unearned services revenue		i 264			i 235
Acquired intangibles		i 523			i —
Capitalized research and development (1)		i 111			i —
Other		i 10			i 6
Gross deferred tax assets		i 1,244			i 652
Valuation allowance		( i 113	)		( i 111	)
Deferred tax assets, net of valuation allowance		i 1,131			i 541
Deferred tax liabilities:
Prepaids and accruals		i 94			i 108
Acquired intangibles		i 66			i 48
Property and equipment		i 50			i 39
Other		i 2			i 7
Total deferred tax liabilities		i 212			i 202
Deferred tax assets, net of valuation allowance and deferred tax liabilities	$	i 919		$	i 339

(1)

As required under the Tax Cuts and Jobs Act of 2017, research and development expenditures are capitalized and amortized beginning in our fiscal 2023.

The valuation allowance increased by $ i 2 million in fiscal 2023. The increase is mainly attributable to corresponding changes in deferred tax assets, primarily certain state tax credit carryforwards.

As of April 28, 2023, we have federal net operating loss carryforwards of approximately $ i 17 million. In addition, we have gross state net operating loss and tax credit carryforwards of $ i 13 million and $ i 135 million, respectively. The majority of the state credit carryforwards are California research credits which are offset by a valuation allowance as we believe it is more likely than not that these credits will not be utilized. We also have $ i 8 million of foreign net operating losses and $ i 30 million of foreign tax credit carryforwards of which the majority were generated by our Dutch subsidiary and are fully offset by a valuation allowance. Certain acquired net operating loss carryforwards are subject to an annual limitation under Internal Revenue Code Section 382, but are expected to be realized with the exception of those which have a valuation allowance. i The state and foreign net operating loss

carryforwards and credits will expire in various years from fiscal 2024 through 2042. The federal net operating loss carryforwards, the California research credit, and the Dutch foreign tax credit carryforwards do not expire.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

Year Ended

Balance at beginning of period

i 220

i 221

i 211

Additions based on tax positions related to the current year

i 9

i 11

i 7

Additions for tax positions of prior years

i 1

i —

i 11

Decreases for tax positions of prior years

( i 5

)

( i 2

)

i —

Settlements

( i 3

)

( i 10

)

( i 8

)

Balance at end of period

i 222

i 220

i 221

As of April 28, 2023, we had $ i 222 million of gross unrecognized tax benefits, of which $ i 144 million has been recorded in other long-term liabilities. Unrecognized tax benefits of $ i 144 million, including penalties, interest and indirect benefits, would affect our provision for income taxes if recognized.

We recognized expense for increases to accrued interest and penalties related to unrecognized tax benefits in the income tax provision of approximately $ i 7 million, $ i 4 million and $ i 1 million, respectively, in fiscal 2023, fiscal 2022 and fiscal 2021. Accrued interest and penalties of $ i 22 million and $ i 15 million were recorded in the consolidated balance sheets as of April 28, 2023 and April 29, 2022, respectively.

The tax years that remain subject to examination for our major tax jurisdictions are shown below:

Fiscal Years Subject to Examination for Major Tax Jurisdictions at April 28, 2023


i 2016 — i 2023		United States — federal income tax
i 2018 — i 2023		United States — state and local income tax
i 2020 — i 2023		Australia
i 2018 — i 2023		Germany
i 2007 — i 2023		India
i 2017 — i 2023		The Netherlands
i 2016 — i 2023		Canada

We are currently undergoing various income tax audits in the U.S. and several foreign tax jurisdictions. Transfer pricing calculations are key topics under these audits and are often subject to dispute and appeals. We are effectively subject to federal tax examination adjustments for tax years ended on or after fiscal 2001, in that we have carryforward attributes from these years that could be subject to adjustment in the tax years of utilization.

We continue to monitor the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. We engage in continuous discussion and negotiation with taxing authorities regarding tax matters in multiple jurisdictions. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude, certain statutes of limitations will lapse, or both. As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

As of April 28, 2023, we continue to record a deferred tax liability related to state taxes on unremitted earnings of certain foreign entities. We estimate the unrecognized deferred tax liability related to the earnings we expect to be indefinitely reinvested to be immaterial. We will continue to monitor our plans to indefinitely reinvest undistributed earnings of foreign subsidiaries and will assess the related unrecognized deferred tax liability considering our ongoing projected global cash requirements, tax consequences associated with repatriation and any U.S. or foreign government programs designed to influence remittances.

14. Net Income per Share

The following is a calculation of basic and diluted net income per share (in millions, except per share amounts):

Year Ended

Numerator:

Net income

i 1,274

i 937

i 730

Denominator:

Shares used in basic computation

i 217

i 223

i 222

Dilutive impact of employee equity award plans

i 3

i 6

i 4

Shares used in diluted computation

i 220

i 229

i 226

Net Income per Share:

Basic

i 5.87

i 4.20

i 3.29

Diluted

i 5.79

i 4.09

i 3.23

i Six and i four million shares from outstanding employee equity awards were excluded from the diluted net income per share calculations for fiscal 2023 and fiscal 2021, respectively, as their inclusion would have been anti-dilutive. i No potential shares from outstanding employee equity awards were excluded from the diluted net income per share calculation for fiscal 2022.

15. Segment, Geographic, and Significant Customer Information

We have two operating segments and two reportable segments for financial reporting purposes: Hybrid Cloud and Public Cloud. Our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, reviews certain financial information for components of our business, organized based on category of product/solution, to evaluate performance and allocate resources. The CODM measures performance of each segment based on segment revenue and segment gross profit. We do not allocate to our segments certain cost of revenues which we manage at the corporate level. These unallocated costs include stock-based compensation and amortization of intangible assets. We do not allocate assets to our segments.

Hybrid Cloud offers a portfolio of storage management and infrastructure solutions that help customers recast their traditional data centers with the power of cloud. This portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services.

Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage and data services and cloud operations services. Public Cloud includes certain reseller arrangements in which the timing of our consideration follows the end user consumption of the reseller services.

Segment Revenues and Gross Profit

Financial information by segment is as follows (in millions, except percentages):


	Year Ended April 28, 2023
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	i 3,049		$	—		$	i 3,049
Support revenues		i 2,419			—			i 2,419
Professional and other services revenues		i 319			—			i 319
Public cloud revenues		—			i 575			i 575
Net revenues		i 5,787			i 575			i 6,362
Cost of product revenues		i 1,511			—			i 1,511
Cost of support revenues		i 181			—			i 181
Cost of professional and other services revenues		i 211			—			i 211
Cost of public cloud revenues		—			i 184			i 184
Segment cost of revenues		i 1,903			i 184			i 2,087
Segment gross profit	$	i 3,884		$	i 391		$	i 4,275
Segment gross margin		i 67.1	%		i 68.0	%		i 67.2	%
Unallocated cost of revenues1								i 66
Total gross profit							$	i 4,209
Total gross margin								i 66.2	%
1 Unallocated cost of revenues are composed of $ i 24 million of stock-based compensation expense and $ i 42 million of amortization of intangible assets.


	Year Ended April 29, 2022
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	i 3,284		$	—		$	i 3,284
Support revenues		i 2,344			—			i 2,344
Professional and other services revenues		i 294			—			i 294
Public cloud revenues		—			i 396			i 396
Net revenues		i 5,922			i 396			i 6,318
Cost of product revenues		i 1,541			—			i 1,541
Cost of support revenues		i 184			—			i 184
Cost of professional and other services revenues		i 205			—			i 205
Cost of public cloud revenues		—			i 118			i 118
Segment cost of revenues		i 1,930			i 118			i 2,048
Segment gross profit	$	i 3,992		$	i 278		$	i 4,270
Segment gross margin		i 67.4	%		i 70.2	%		i 67.6	%
Unallocated cost of revenues1								i 50
Total gross profit							$	i 4,220
Total gross margin								i 66.8	%
1 Unallocated cost of revenues are composed of $ i 17 million of stock-based compensation expense and $ i 33 million of amortization of intangible assets.


	Year Ended April 30, 2021
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	i 2,991		$	—		$	i 2,991
Support revenues		i 2,277			—			i 2,277
Professional and other services revenues		i 277			—			i 277
Public cloud revenues		—			i 199			i 199
Net revenues		i 5,545			i 199			i 5,744
Cost of product revenues		i 1,402			—			i 1,402
Cost of support revenues		i 201			—			i 201
Cost of professional and other services revenues		i 206			—			i 206
Cost of public cloud revenues		—			i 65			i 65
Segment cost of revenues		i 1,809			i 65			i 1,874
Segment gross profit	$	i 3,736		$	i 134		$	i 3,870
Segment gross margin		i 67.4	%		i 67.3	%		i 67.4	%
Unallocated cost of revenues1								i 55
Total gross profit							$	i 3,815
Total gross margin								i 66.4	%
1 Unallocated cost of revenues are composed of $ i 14 million of stock-based compensation expense and $ i 41 million of amortization of intangible assets.

Geographical Revenues and Certain Assets

Revenues summarized by geographic region are as follows (in millions):

Year Ended

United States, Canada and Latin America (Americas)

i 3,390

i 3,460

i 3,097

Europe, Middle East and Africa (EMEA)

i 2,063

i 1,979

i 1,775

Asia Pacific (APAC)

i 909

i 879

i 872

Net revenues

i 6,362

i 6,318

i 5,744

Americas revenues consist of sales to Americas commercial and U.S. public sector markets. Sales to customers inside the U.S. were $ i 2,973 million, $ i 3,041 million and $ i 2,784 million during fiscal 2023, 2022 and 2021, respectively.

The majority of our assets, excluding cash, cash equivalents, short-term investments and accounts receivable, were attributable to our domestic operations. i The following table presents cash, cash equivalents and short-term investments held in the U.S. and internationally in various foreign subsidiaries (in millions):


	April 28, 2023		April 29, 2022
U.S.	$	i 887	$	i 1,820
International		i 2,183		i 2,314
Total	$	i 3,070	$	i 4,134

With the exception of property and equipment, we do not identify or allocate our long-lived assets by geographic area. i The following table presents property and equipment information for geographic areas based on the physical location of the assets (in millions):


	April 28, 2023		April 29, 2022
U.S.	$	i 413	$	i 392
International		i 237		i 210
Total	$	i 650	$	i 602

Significant Customers

The following customers, each of which is a distributor, accounted for 10% or more of our net revenues:

Year Ended

Arrow Electronics, Inc.

i 24

Tech Data Corporation

i 21

i 20

The following customers accounted for 10% or more of accounts receivable:


	April 28, 2023			April 29, 2022
Arrow Electronics, Inc.		i 15	%		i 10	%
Tech Data Corporation		i 19	%		i 19	%

16. Employee Benefits and Deferred Compensation

Employee 401(k) Plan

Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit. We match i 100% of the first i 2% of eligible earnings an employee contributes to the 401(k) Plan, and then match i 50% of the next i 4% of eligible earnings an employee contributes. i An employee receives the full 4% match when he/she contributes at least i 6% of his/her eligible earnings, up to a maximum calendar year matching contribution of $ i 6,000. / i Our employer matching contributions to the 401(k) Plan were as follows (in millions):

Year Ended