The following discussion of our financial condition and results of operations
should be read together with the financial statements and the accompanying notes
set forth under Item 8. - Financial Statements and Supplementary Data. The
following discussion also contains trend information and other forward-looking
statements that involve a number of risks and uncertainties. The Risk Factors
set forth in Item 1A. - Risk Factors are hereby incorporated into the discussion
by reference.

Executive Overview

Our Company

NetApp is a global cloud-led, data-centric software company that gives
organizations the freedom to put data to work in the applications that elevate
their business. We help our customers get the most out of their data with
industry-leading public cloud services, and hybrid cloud solutions. Building on
a rich history of innovation, we give customers the freedom to manage
applications and data across hybrid multicloud environments. No matter where a
customer's data is or how the business uses it, NetApp helps to bring it
together in a data fabric. For nearly three decades, NetApp has supported
customers to accelerate their unique data fabrics and extend their workflows
into a hybrid cloud environment with the right tools and right capabilities.

As our products and solutions portfolios evolve, market dynamics change, and
management continues to assess our largest opportunities, we periodically change
how we manage our business. As of the end of our first quarter of fiscal 2022,
our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer,
realigned internal reporting and began using financial information for
components of our business, organized based on category of product/solution, to
evaluate performance and allocate resources. This resulted in the creation of
two reportable segments for financial reporting purposes: Hybrid Cloud and
Public Cloud. Our CODM measures the performance of each segment based on segment
revenue and segment gross profit.

Hybrid Cloud offers a portfolio of storage management and infrastructure
solutions that help customers recast their 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. We offer a broad portfolio of cloud-connected
all-flash, hybrid-flash, and object storage systems, powered by intelligent data
management software. Hybrid Cloud is composed of software, hardware, and related
support, as well as professional and other services.

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. Our enterprise-class solutions and
services enable customers to control and manage storage in the cloud, consume
high-performance storage services for primary workloads, and optimize cloud
environments for cost and efficiency. These solutions and services are generally
available on the leading public clouds, including Microsoft Azure, Google Cloud
Platform and Amazon AWS.

Global Business Environment

Macroeconomic Conditions

Continuing global economic uncertainty, political conditions and fiscal
challenges in the U.S. and abroad could result in adverse macroeconomic
conditions, including inflation, slower growth or recession. In particular, in
fiscal 2022, we experienced inflationary pressure and constraints in our supply
chain.

Supply chain constraints, particularly in the second half of fiscal 2022, led to
higher product component and freight costs which increased our cost of revenues.
Supply chain constraints also delayed our ability to fulfill certain customer
orders during the fiscal year. Given the uncertainties that exist in the broader
technology supply chain, we are continuing to invest in inventory and certain
longer-term commitments to help mitigate the impact of supply shortages.

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

COVID-19

The COVID-19 pandemic and efforts to control its spread have significantly
curtailed the movement of people, goods and services worldwide, including in
many of the regions in which we sell our products and services and conduct our
business operations. We have taken precautionary measures intended to minimize
the risk of the virus to our employees, our customers, and the communities in
which we operate. Since March 2020, the vast majority of our employees have been
working remotely and we have limited business

                                       34
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travel. As a result of COVID-19, we continued to observe certain customers delaying purchases of our products and services, while other customers accelerated or placed new orders to address the demands of remote working and digital business.



Russia Sanctions

Beginning in February 2022, in response to Russian military actions in Ukraine,
the U.S. and other countries imposed sanctions on Russia, and we suspended
business operations, including sales, support on existing contracts and
professional services, in Russia and Belarus. The impact of these actions was
not significant to our fiscal 2022 financial results. However, their ultimate
magnitude and duration remain uncertain, and we will continue to closely monitor
their potential impacts to our business.

The magnitude and duration of the disruption to our business, and impact to our
operational and financial performance of the factors above remain uncertain.
Refer to Item 1A. - Risk Factors for the significant risks we have identified
related to the global business environment.

Financial Results and Key Performance Metrics Overview



The following table provides an overview of key financial metrics for each of
the last three fiscal years (in millions, except per share amounts and
percentages):

                                                                         Year Ended
                                                  April 29, 2022       April 30, 2021       April 24, 2020
Net revenues                                     $          6,318     $          5,744     $          5,412
Gross profit                                     $          4,220     $          3,815     $          3,623
Gross profit margin percentage                                 67 %                 66 %                 67 %
Income from operations                           $          1,157     $          1,031     $            945
Income from operations as a percentage of net
revenues                                                       18 %                 18 %                 17 %
Provision for income taxes                       $            158     $            232     $            125
Net income                                       $            937     $            730     $            819
Diluted net income per share                     $           4.09     $           3.23     $           3.52

Net cash provided by operating activities $ 1,211 $


     1,333     $          1,060



                                                           April 29,       April 30,
                                                              2022            2021

Deferred revenue and financed unearned services revenue $ 4,232 $


    4,003



•
Net revenues: Our net revenues increased 10% in fiscal 2022 compared to fiscal
2021, due to an increase in both product revenues and services revenues, with
the latter primarily driven by an increase in public cloud revenues.


Gross profit margin percentage: Our gross profit margin as a percentage of net
revenues increased less than one percentage point in fiscal 2022 compared to
fiscal 2021 primarily due to a slight increase in gross profit margins on
product revenues.


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


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


Net income and Diluted net income per share: The increase in both net income and
diluted net income per share in fiscal 2022 compared to fiscal 2021 reflect the
factors discussed above. Higher net income and increased share repurchases in
fiscal year 2022 compared to fiscal 2021 favorably impacted diluted net income
per share.


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


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

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Stock Repurchase Program and Dividend Activity



During fiscal 2022, we repurchased approximately 7 million shares of our common
stock at an average price of $84.49 per share, for an aggregate purchase price
of $600 million. We also declared aggregate cash dividends of $2.00 per share in
fiscal 2022, for which we paid a total of $446 million.

Acquisitions

On May 20, 2022, in the first quarter of fiscal 2023, we acquired all the outstanding shares of privately-held Instaclustr, Inc., a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as a service, for approximately $500 million.



On February 18, 2022, we acquired all the outstanding shares of privately-held
NeurOps Inc. (which operated under the name "Fylamynt"), for approximately $27
million. 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.

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

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

Restructuring Events

During fiscal 2022, we executed several restructuring plans and recognized expenses totaling $33 million consisting primarily of lease termination fees, office relocation costs, and employee severance-related costs.


                                       36
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Results of Operations



Our fiscal year is reported on a 52- or 53-week year that ends 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 year 2022, which ended on April 29, 2022, and fiscal year 2020, which
ended on April 24, 2020 were both 52-week years. Fiscal year 2021, which ended
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 our fiscal
years ended in April and the associated quarters, months and periods of those
fiscal years.

The following table sets forth certain Consolidated Statements of Income data as a percentage of net revenues for the periods indicated:



                                                 Fiscal Year
                                          2022      2021      2020
Revenues:
Product                                      52 %      52 %      55 %
Services                                     48        48        45
Net revenues                                100       100       100
Cost of revenues:
Cost of product                              25        25        25
Cost of services                              9         9         8
Gross profit                                 67        66        67
Operating expenses:
Sales and marketing                          29        30        29
Research and development                     14        15        16
General and administrative                    4         4         5
Restructuring charges                         1         1         -
Acquisition-related expense                   -         -         -

Gain on sale or derecognition of assets - (3 ) (1 ) Total operating expenses

                     48        48        49
Income from operations                       18        18        17
Other expense, net                           (1 )      (1 )       -
Income before income taxes                   17        17        17
Provision for income taxes                    3         4         2
Net income                                   15 %      13 %      15 %



Percentages may not add due to rounding

Discussion and Analysis of Results of Operations

Net Revenues (in millions, except percentages):



                                         Fiscal Year
                  2022        2021        % Change       2020       % Change
Net revenues     $ 6,318     $ 5,744             10 %   $ 5,412             6 %



The increase in net revenues for fiscal 2022 compared to fiscal 2021 was due to an increase in both product revenues and services revenues, with revenues increasing despite the additional week in fiscal 2021. Product revenues and services revenues as a percentage of net revenues both remained relatively consistent in fiscal 2022 compared to fiscal 2021.



The increase in net revenues for fiscal 2021 compared to fiscal 2020 was
primarily due to an increase in services revenues, which benefited from an
additional week in the first quarter of fiscal 2021, while product revenues were
relatively flat. Product revenues as a percentage of net revenues decreased by
approximately three percentage points compared to fiscal 2020. Fluctuations in
foreign currency exchange rates benefited net revenues by approximately one
percentage point for fiscal 2021 compared to fiscal 2020.

Sales through our indirect channels represented 77%, 77% and 79% of net revenues in fiscal 2022, 2021 and 2020, respectively.

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




                                       37
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                                 Fiscal Year
                          2022      2021      2020
Arrow Electronics, Inc.      24 %      24 %      25 %
Tech Data Corporation        21 %      20 %      21 %

Product Revenues (in millions, except percentages):



                                                Fiscal Year
                         2022        2021        % Change       2020       % Change
Product revenues        $ 3,284     $ 2,991             10 %   $ 2,995             - %
Hardware (Non-GAAP)       1,358       1,355              - %     1,541           (12 )%
Software (Non-GAAP)       1,926       1,636             18 %     1,454            13 %


Hybrid Cloud

Product revenues are derived through the sale of our Hybrid Cloud solutions and
consist of sales of configured all-flash array and hybrid systems, which are
bundled hardware and software products, as well as add-on flash, disk and/or
hybrid storage and related OS, NetApp HCI, StorageGrid, OEM products and add-on
optional software.

In order to provide visibility into the value created by our software innovation
and R&D investment, we disclose the software and hardware components of our
product revenues. Software product revenues includes the OS software and
optional add-on software solutions attached to our systems across our entire
product set, while hardware product revenues include the non-software component
of our systems across the entire set. Because our revenue recognition policy
under GAAP defines a configured storage system, inclusive of the operating
system software essential to its functionality, as a single performance
obligation, the hardware and software components of our product revenues are
considered non-GAAP measures. The hardware and software components of our
product revenues are derived from an estimated fair value allocation of the
transaction price of our contracts with customers, down to the level of the
product hardware and software components. This allocation is primarily based on
the contractual prices at which NetApp has historically billed customers for
such respective components.

Total product revenues increased in fiscal 2022 compared to fiscal 2021,
primarily driven by an increase in sales of all-flash array systems and, to a
lesser extent, an increase in sales of StorageGrid, partially offset by a
decrease in sales of NetApp HCI. Supply chain challenges related to the COVID-19
pandemic impeded our ability to fulfill certain customer orders in fiscal 2022,
particularly in the fourth quarter.

Total product revenues were relatively flat in fiscal 2021 compared to fiscal
2020, suffering from less favorable macroeconomic conditions through most of
fiscal 2021, in part due to the economic uncertainty caused by the COVID-19
pandemic, but then improving in the last quarter of fiscal 2021. Sales of
all-flash array systems increased in fiscal 2021, though this increase was
offset by a decline in sales of our other products. Fluctuations in foreign
currency exchange rates benefited product revenues by approximately one
percentage point for fiscal 2021 compared to fiscal 2020.

Revenues from the hardware component of product revenues represented 41%, 45%
and 51% of product revenues in fiscal 2022, 2021 and 2020, respectively. The
software component of product revenues represented 59%, 55% and 49% of product
revenues in fiscal 2022, 2021 and 2020, respectively. The increase in the
software component percentage of product revenues in both fiscal 2022 and fiscal
2021 is primarily due to a higher mix of all-flash array systems sales, which
contain a higher proportion of software components than other Hybrid Cloud
products.

Services Revenues (in millions, except percentages):



                                                            Fiscal Year
                                     2022        2021        % Change       2020       % Change
Services revenues                   $ 3,034     $ 2,753             10 %   $ 2,417            14 %
Support                               2,344       2,277              3 %     2,114             8 %
Professional and other services         294         277              6 %       241            15 %
Public cloud                            396         199             99 %        62           221 %



Hybrid Cloud

Hybrid Cloud services revenues are derived from the sale of: (1) support, which
includes both hardware and software support contracts (the latter of which
entitle customers to receive unspecified product upgrades and enhancements, bug
fixes and patch releases), and (2) professional and other services, which
include customer education and training.

                                       38
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Support revenues increased in fiscal 2022 compared to fiscal 2021, despite an
extra week in the first quarter of fiscal 2021 that contributed approximately
$40 million of additional revenues in that period. The increase is primarily due
to a higher mix of all-flash systems, which carry a higher support dollar
content than our other products, in the current year. The increase in fiscal
2021 compared to fiscal 2020 was partially due to the additional week in that
period. Both periods benefitted from a higher aggregate contract value of the
installed base under support contracts.

Professional and other services revenues increased in fiscal 2022 compared to
fiscal 2021 primarily due to an increase in demand from increased product sales.
The increase in fiscal 2021 compared to fiscal 2020 was primarily due to the
additional week in that period and general increase in customer demand for such
services.

Public Cloud

Public Cloud revenues are derived from the sale of public cloud offerings primarily delivered as-a-service, which include cloud storage and data services, and cloud operations services.



Public Cloud revenues increased in fiscal 2022 and fiscal 2021 compared to the
respective prior years primarily due to growing customer demand for NetApp's
diversified cloud offerings, coupled with overall growth in the cloud market,
and the acquisition of Spot, Inc. (Spot) late in the first quarter of fiscal
2021. Fiscal 2022 also benefitted from the acquisition of CloudCheckr early in
the third quarter of that year.

Revenues by Geographic Area:

                                                            Fiscal Year
                                                     2022      2021      2020

United States, Canada and Latin America (Americas) 55 % 54 % 53 % Europe, Middle East and Africa (EMEA)

                   31 %      31 %      32 %
Asia Pacific (APAC)                                     14 %      15 %      15 %


Percentages may not add due to rounding

Americas revenues consist of sales to Americas commercial and United States (U.S.) public sector markets. Demand across geographies was relatively consistent across all periods presented.

Cost of Revenues

Our cost of revenues consists of:



(1) cost of product revenues, composed of (a) cost of Hybrid Cloud product
revenues, which includes the costs of manufacturing and shipping our products,
inventory write-downs, and warranty costs, and (b) unallocated cost of product
revenues, which includes stock-based compensation and amortization of
intangibles, and;

(2) cost of services revenues, composed of (a) cost of support revenues, which
includes the costs of providing support activities for hardware and software
support, global support partnership programs, and third party royalty costs, (b)
cost of professional and other services revenues, (c) cost of public cloud
revenues, constituting the cost of providing our Public Cloud offerings which
includes depreciation and amortization expense and third party datacenter fees,
and (d) unallocated cost of services revenues, which includes stock-based
compensation and amortization of intangibles.

Cost of Product Revenues (in millions, except percentages):



                                                     Fiscal Year
                              2022        2021       % Change        2020       % Change
Cost of product revenues     $ 1,554     $ 1,432             9 %    $ 1,368             5 %
Hybrid Cloud                   1,541       1,402            10 %      1,326             6 %
Unallocated                       13          30           (57 )%        42           (29 )%



Hybrid Cloud

                                       39

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Cost of Hybrid Cloud product revenues represented 47%, 47% and 44% of Hybrid
Cloud product revenues in fiscal 2022, 2021 and 2020, respectively. Materials
costs represented 93%, 91% and 89% of cost of Hybrid Cloud product revenues in
fiscal 2022, 2021 and 2020, respectively.

Materials costs increased by approximately $156 million in fiscal 2022 compared
to fiscal 2021 reflecting the increase in product revenues in the current year
period, the mix of systems sold, and higher component and freight costs as a
result of COVID-19 related supply chain challenges. Excess and obsolete
inventory reserves were lower in fiscal 2022 compared to fiscal 2021.

Hybrid Cloud product gross margins remained relatively flat in fiscal 2022
compared to fiscal 2021 despite the increase in component and freight costs,
which were offset primarily by a higher mix of all-flash array systems sales,
which have higher margins than hybrid systems. We anticipate the increase in
component and freight costs related to supply chain challenges will continue to
impact gross margins into fiscal year 2023.

Materials costs increased by approximately $96 million in fiscal 2021 compared
to fiscal 2020. The trend in product mix toward all-flash array systems, which
have higher margins, but carry higher materials costs than hybrid systems, was
the primary driver of these increases. Excess and obsolete inventory reserves
and warranty expenses were lower in fiscal 2021 compared to fiscal 2020.

Hybrid Cloud product gross margins decreased by two percentage points in fiscal
2021 compared to fiscal 2020 primarily due to a decrease in the average selling
prices of most of our products, partially offset by a higher mix of all-flash
array product sales.

Unallocated

Unallocated cost of product revenues decreased in fiscal 2022 and in fiscal 2021
compared to the prior year of each respective period due to certain intangible
assets becoming fully amortized in the second half of fiscal 2021.

Cost of Services Revenues (in millions, except percentages):



                                                          Fiscal Year
                                    2022      2021       % Change       2020      % Change
Cost of services revenues           $ 544     $ 497              9 %    $ 421            18 %
Support                               184       201             (8 )%     188             7 %
Professional and other services       205       206              - %      188            10 %
Public cloud                          118        65             82 %       35            86 %
Unallocated                            37        25             48 %       10           150 %




Hybrid Cloud

Cost of Hybrid Cloud services revenues, which are composed of the costs of
support and professional and other services, decreased in fiscal 2022 compared
to fiscal 2021 and increased in fiscal 2021 compared to fiscal 2020. Cost of
Hybrid Cloud services revenues represented 15%, 16% and 16% of Hybrid Cloud
services revenues in fiscal 2022, 2021 and 2020, respectively.

Hybrid Cloud support gross margins increased by one percentage point in fiscal
2022 compared to fiscal 2021 due to growth in support revenues achieved with a
consistent cost base. Hybrid Cloud support gross margins remained relatively
flat in fiscal 2021 compared to fiscal 2020.

Hybrid Cloud professional services gross margins increased by five percentage
points in fiscal 2022 compared to fiscal 2021 and increased four percentage
points in fiscal 2021 compared to fiscal 2020. The increases in both periods are
primarily due to the mix of services provided.

Public Cloud



Cost of Public Cloud revenues increased in fiscal 2022 and in fiscal 2021
compared to the respective prior years, reflecting the ongoing growth in Public
Cloud revenues in each period. Public Cloud gross margins increased by three
percentage points in fiscal 2022 compared to fiscal 2021 and twenty-four
percentage points in fiscal 2021 compared to fiscal 2020, reflecting
efficiencies from scaling our Public Cloud segment.

Unallocated



Unallocated cost of services revenues increased in fiscal 2022 and in fiscal
2021 compared to the respective prior years, due to our acquisitions of
CloudCheckr in the third quarter of fiscal 2022 and Spot in the first quarter of
fiscal 2021, which resulted in higher amortization expense from acquired
intangible assets.


                                       40
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Operating Expenses

Sales and Marketing, Research and Development and General and Administrative Expenses



Sales and marketing, research and development, and general and administrative
expenses for fiscal 2022 totaled $3,017 million, or 48% of net revenues,
representing a decrease of two percentage points compared to fiscal 2021. Sales
and marketing, research and development, and general and administrative expenses
for fiscal 2021 totaled $2,882 million, or 50% of net revenues, remaining
relatively flat in percentage points as compared to fiscal 2020.

Compensation costs represent the largest component of operating expenses. Included in compensation costs are salaries, benefits, other compensation-related costs, stock-based compensation expense and employee incentive compensation plan costs.



Total compensation costs included in operating expenses increased by $74
million, or 4%, during fiscal 2022 compared to fiscal 2021, primarily due to
higher salaries, benefits and stock-based compensation expenses, reflecting a 3%
increase in average headcount. This increase was partially offset by lower
incentive compensation expense. Total compensation costs for fiscal 2021
includes the impact of an additional week in the first quarter of fiscal 2021.

Total compensation costs included in operating expenses increased by $225
million, or 15% during fiscal 2021 compared to fiscal 2020, primarily reflecting
higher incentive compensation expense, a 3% increase in average headcount and
the impact of one additional week in the first quarter of fiscal 2021.

Sales and Marketing (in millions, except percentages):



                                                         Fiscal Year
                                  2022        2021       % Change       2020        % Change
Sales and marketing expenses     $ 1,857     $ 1,744             6 %   $ 1,585             10 %




Sales and marketing expenses consist primarily of compensation costs,
commissions, outside services, facilities and IT support costs, advertising and
marketing promotional expense and travel and entertainment expense. The changes
in sales and marketing expenses consisted of the following (in percentage points
of the total change):


                                                     Fiscal 2022 to       Fiscal 2021 to
                                                       Fiscal 2021          Fiscal 2020
Compensation costs                                                  4                   9
Commissions                                                         1                   3
Advertising and marketing promotional expense                       -                   1
Travel and entertainment                                            1                  (4 )
Other                                                               -                   1
Total change                                                        6                  10




The increase in compensation costs in fiscal 2022 compared to fiscal 2021
reflected an increase in average headcount of approximately 5%, partially offset
by the impact of one less week in fiscal 2022. The expansion of our sales and
marketing teams are expected to support our ability to execute on key market
opportunities.

The increase in commissions expense in fiscal 2022 primarily reflected the
increase in the average headcount of our sales team compared to fiscal 2021,
partially offset by slightly lower attainment against sales goals than in fiscal
2021.

Advertising and marketing promotional expense remained relatively flat in fiscal
2022 compared to fiscal 2021, and increased in fiscal 2021 compared to fiscal
2020 primarily due to higher spending levels on certain projects executed in
fiscal 2021. Travel and entertainment expenses increased slightly in fiscal 2022
compared to fiscal 2021 as travel restrictions related to the COVID-19 pandemic
eased.

The increase in compensation costs in fiscal 2021 compared to fiscal 2020
reflected an increase in average headcount of 7%, with this expansion of our
sales and marketing teams supporting our ability to execute on key market
opportunities. Compensation costs for fiscal 2021 also reflected the impact of
one additional week in the first quarter.

The increase in commissions expense for fiscal 2021 is primarily due to higher
performance against sales goals than in fiscal 2020. Travel and entertainment
spend decreased significantly in fiscal 2021 compared to fiscal 2020 due to the
COVID-19 pandemic.

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Research and Development (in millions, except percentages):



                                                           Fiscal Year
                                      2022      2021      % Change      2020      % Change
Research and development expenses     $ 881     $ 881             - %   $ 847             4 %




Research and development expenses consist primarily of compensation costs,
facilities and IT support costs, depreciation, equipment and software related
costs, prototypes, non-recurring engineering charges and other outside services
costs. Changes in research and development expense consisted of the following
(in percentage points of the total change):

                                                    Fiscal 2022 to      Fiscal 2021 to
                                                      Fiscal 2021         Fiscal 2020
Compensation costs                                               (1 )                 7
Development projects and outside services                         1                  (1 )
Facilities and IT support costs                                   -                  (1 )
Travel and entertainment                                          -                  (1 )
Total change                                                      -                   4




The decrease in compensation costs for fiscal 2022 compared to fiscal 2021 was
primarily due to lower incentive compensation expense, while average headcount
was relatively consistent in each period. Compensation costs for fiscal 2022
also reflected the impact of one less week in fiscal 2022. The increase in
development projects and outside services during fiscal 2022 compared to fiscal
2021 was primarily due to the higher spending on certain engineering projects.

The increase in compensation costs during fiscal 2021 compared to fiscal 2020
was primarily due to higher incentive compensation expense, while average
headcount was relatively consistent in each period. Compensation costs for
fiscal 2021 also reflected the impact of one additional week in the first
quarter. The decrease in development projects and outside services was primarily
due to the lower spending on certain engineering projects. The decrease in
facilities and IT support costs was primarily due to cost containment efforts,
and lower travel and entertainment expense was due to the impact of the COVID-19
pandemic.

General and Administrative (in millions, except percentages):



                                                             Fiscal Year
                                        2022      2021      % Change      2020       % Change
General and administrative expenses     $ 279     $ 257             9 %   $ 263             (2 )%




General and administrative expenses consist primarily of compensation costs,
professional and corporate legal fees, outside services and facilities and IT
support costs. Changes in general and administrative expense consisted of the
following (in percentage points of the total change):

                                                   Fiscal 2022 to Fiscal        Fiscal 2021 to
                                                           2021                  Fiscal 2020
Compensation costs                                                     4                        9
Professional and legal fees and outside services                       4                      (14 )
Litigation settlement                                                  -                        2
Facilities and IT support costs                                       (1 )                      1
Other                                                                  2                        -
Total change                                                           9                       (2 )




The increase in compensation costs in fiscal 2022 compared to fiscal 2021 were
primarily attributable to a 4% increase in average headcount and higher
stock-based compensation expense, which was partially offset by lower incentive
compensation expense and the impact of one less week in fiscal 2022. The
increases in professional and legal fees and outside services expense in fiscal
2022 were primarily due to higher spending on business transformation projects
and an increase in legal fees. During fiscal 2021, we incurred a litigation
settlement charge of approximately $5 million that was included in general and
administrative expenses in our consolidated statements of income. The decreases
in facilities and IT support costs were primarily due to lower spending levels
on IT projects.

The increase in compensation costs in fiscal 2021 compared to fiscal 2020 was
primarily due to higher incentive compensation expense, while average headcount
was relatively consistent in each period. The decrease in professional and legal
fees and outside services expense in fiscal 2021 was primarily due to lower
spending on business transformation projects in the current year. The increase
in facilities and IT support costs was primarily due to higher spending levels
on IT projects.

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Restructuring Charges (in millions, except percentages):


                                               Fiscal Year
                          2022      2021      % Change       2020      % Change
Restructuring charges     $  33     $  42           (21 )%   $  21           100 %


In an effort to reduce our cost structure and redirect resources to our highest
return activities, in fiscal years 2022, 2021 and 2020, we initiated a number of
business realignment plans designed to streamline our business and focus on key
strategic opportunities. These plans resulted in aggregate reductions of our
global workforce of approximately 1% in fiscal 2022, 6% in fiscal 2021 and 2% in
fiscal 2020, and aggregate charges of $33 million, $42 million and $21 million,
respectively, consisting primarily of employee severance costs. The aggregate
charges in fiscal 2022 also included legal and tax-related consulting fees
associated with our plan to establish an international headquarters in Cork,
Ireland. See Note 12 - Restructuring Charges of the Notes to Consolidated
Financial Statements for more details regarding our restructuring plans.

Acquisition-related Expense (in millions, except percentages)


                                                     Fiscal Year
                                2022      2021      % Change       2020      % Change
Acquisition-related expense     $  13     $  16           (19 )%   $   -           NM



NM - Not Meaningful

We incurred $13 million and $16 million of acquisition-related expenses in
fiscal 2022 and fiscal 2021, respectively, primarily legal and consulting fees
associated with our acquisition and subsequent integration of CloudCheckr and
Spot, respectively.

Gain on Sale or Derecognition of Assets (in millions, except percentages):



                                                                     Fiscal 

Year


                                              2022        2021        % 

Change 2020 % Change Gain on sale or derecognition of assets $ - $ (156 ) (100 )% $ (38 ) 311 %




In April 2021, we sold certain land and buildings located in Sunnyvale,
California with an aggregate net book value of $210 million and received cash
proceeds of $365 million, resulting in a gain, net of direct selling cost, and
adjusted for below-market rent, of $156 million.

In August 2019, we completed the sale of certain land located in Sunnyvale, California with a net book value of $53 million, and received cash proceeds of $96 million, resulting in a gain, net of direct selling costs, of $38 million.

Other Expense, Net (in millions, except percentages)

The components of other expense, net were as follows:



                                           Fiscal Year
                     2022      2021       % Change       2020       % Change
Interest income      $   7     $   9            (22 )%   $  48            (81 )%
Interest expense       (73 )     (74 )           (1 )%     (55 )           35 %
Other, net               4        (4 )         (200 )%       6           (167 )%
Total                $ (62 )   $ (69 )           NM      $  (1 )           NM



NM - Not Meaningful

Interest income decreased during fiscal 2022 and fiscal 2021 compared to the
respective prior years due to both a reduction in the size of our investment
portfolio and lower yields earned on the investments.

Interest expense remained flat in fiscal 2022 compared to fiscal 2021 as the
aggregate principal amount of our outstanding Senior Notes remained consistent.
Interest expense increased during fiscal 2021 compared to fiscal 2020, as we
issued Senior Notes in aggregate principal amount of $2.0 billion in the first
quarter of fiscal 2021. The impact from the issuance of these Senior Notes was
partially offset by the extinguishment of our Senior Notes due June 2021 in the
first quarter of fiscal 2021, and a lower average outstanding commercial paper
balance during fiscal 2021.

The differences in other, net during fiscal 2022 as compared to fiscal 2021 are
partially due to foreign exchange gains and losses year-over-year. In fiscal
2021, other, net includes a $6 million gain recognized on our sale of a minority
equity interest in a privately held company for proceeds of approximately $8
million. This benefit was more than offset by a $14 million loss recognized from
the extinguishment of our Senior Notes due June 2021 in the first quarter of
fiscal 2021.

                                       43
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Provision for Income Taxes (in millions, except percentages):



                                                     Fiscal Year
                               2022      2021      % Change       2020       % Change
Provision for income taxes     $ 158     $ 232           (32 )%   $ 125             86 %


Our effective tax rate for fiscal 2022 was 14% compared to an effective tax rate
of 24% for fiscal 2021. Our effective tax rate for fiscal 2022 was lower than
the prior year primarily due to the inclusion of one-time benefits related to
the prepayment of certain intercompany expenses. Additionally, the fiscal 2021
tax provision included the impact of taxes resulting from the integration of
certain acquired companies. Our effective tax rate for fiscal 2020 included a
benefit of $61 million related to the lapse of statute of limitations compared
to a benefit of $6 million recognized in fiscal 2021.


Liquidity, Capital Resources and Cash Requirements

April 29,       April 

30,


(In millions, except percentages)                       2022            

2021

Cash, cash equivalents and short-term investments $ 4,134 $ 4,596 Principal amount of debt

$     2,650     $     2,650

The following is a summary of our cash flow activities:



                                                                 Fiscal 

Year


(In millions)                                               2022            

2021


Net cash provided by operating activities                $     1,211     $  

1,333


Net cash (used in) provided by investing activities             (561 )      

21


Net cash (used in) provided by financing activities           (1,017 )      

444


Effect of exchange rate changes on cash, cash
equivalents and restricted cash                                  (49 )      

71


Net change in cash, cash equivalents and restricted
cash                                                     $      (416 )   $     1,869




As of April 29, 2022, our cash, cash equivalents and short-term investments
totaled $4.1 billion, reflecting a decrease of $462 million from April 30, 2021.
During fiscal 2022, we generated $1.2 billion of cash from operating activities,
offset by $600 million used to repurchase shares of our common stock, $446
million used for the payment of dividends, $226 million in purchases of property
and equipment, and $380 million, net of cash acquired, used for the acquisition
of three privately-held companies. Net working capital was $2.0 billion as of
April 29, 2022, a reduction of $557 million when compared to April 30, 2021. The
reduction in net working capital is partially due to the reclassification of
$250 million principal amount of our senior notes from long-term to current
liabilities in fiscal 2022.

Cash Flows from Operating Activities



During fiscal 2022, we generated cash from operating activities of $1.2 billion,
reflecting net income of $937 million, adjusted by non-cash depreciation and
amortization of $194 million and non-cash stock-based compensation expense of
$245 million.

Significant changes in assets and liabilities during fiscal 2022 included the following:


Accounts receivable increased $313 million, primarily reflecting less favorable
shipping linearity in the fourth quarter of fiscal 2022 compared to the fourth
quarter of fiscal 2021.


Deferred revenue and financed unearned services increased by $384 million, due
to an increase in the aggregate contract value under software and hardware
support contracts, primarily reflecting a higher mix of all-flash systems which
carry a higher support dollar content than our other products.


Accounts payable increased by $181 million, primarily due to higher inventory
purchase levels in fiscal 2022, and the timing of inventory purchases during the
fourth quarter of each year.


Accrued expenses decreased by $111 million, primarily reflecting a reduction of
income tax liabilities, and a decrease in accruals for incentive compensation
and commissions plans.

During fiscal 2021, we generated cash from operating activities of $1.3 billion,
reflecting net income of $730 million, adjusted by adding non-cash depreciation
and amortization expense of $207 million and non-cash stock-based compensation
expense of $197 million and subtracting the gain on sale or derecognition of
assets of $156 million.

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Significant changes in assets and liabilities during fiscal 2021 included the following:


Deferred revenue and financed unearned services revenue increased $193 million,
primarily due to an increase in deferred software and hardware support contracts
associated with a growing installed base as well as growth in Public Cloud
contracts.

Accrued expenses increased $134 million, primarily due to higher accruals for incentive compensation plans.



We expect that cash provided by operating activities may materially fluctuate in
future periods due to a number of factors, including fluctuations in our
operating results, shipping linearity, accounts receivable collections
performance, inventory and supply chain management, vendor payment initiatives,
tax benefits or charges from stock-based compensation, and the timing and amount
of compensation and other payments.

Cash Flows from Investing Activities



During fiscal 2022, we generated $45 million primarily from maturities of
investments in available-for-sale securities, net of purchases, and paid $226
million for capital expenditures. We paid $380 million, net of cash acquired,
for three privately-held companies.

During fiscal 2021, we generated $365 million from the sale of properties
located in Sunnyvale, California and $160 million from maturities and sales of
investments in available-for-sale debt securities, net of purchases. We paid
$350 million, net of cash acquired, for two privately-held companies and $162
million for capital expenditures.

Cash Flows from Financing Activities

During fiscal 2022, cash flows used in financing activities totaled $1.0 billion and include $600 million for the repurchase of approximately seven million shares of common stock and $446 million for the payment of dividends.



During fiscal 2021, we received $2.0 billion from the issuance of Senior Notes,
which was partially offset by the use of $513 million for the extinguishment of
our Senior Notes due June 2021, $420 million for the net repayment of commercial
paper notes with original maturities of three months or less, $427 million for
the payment of dividends, and $125 million for the repurchase of two million
shares of our common stock.

Key factors that could affect our cash flows include changes in our revenue mix
and profitability, our ability to effectively manage our working capital, in
particular, accounts receivable, accounts payable and inventories, the timing
and amount of stock repurchases and payment of cash dividends, the impact of
foreign exchange rate changes, our ability to effectively integrate acquired
products, businesses and technologies, and the timing of repayments of our debt.
Based on past performance and our current business outlook, we believe that our
sources of liquidity, including cash generated from operations, and our ability
to access capital markets and committed credit lines will satisfy our working
capital needs, capital expenditures, investment requirements, stock repurchases,
cash dividends, contractual obligations, commitments, principal and interest
payments on our debt and other liquidity requirements associated with operations
and meet our cash requirements for at least the next 12 months. However, in the
event our liquidity is insufficient, we may be required to curtail spending and
implement additional cost saving measures and restructuring actions or enter
into new financing arrangements. We cannot be certain that we will continue to
generate cash flows at or above current levels or that we will be able to obtain
additional financing, if necessary, on satisfactory terms, if at all. For
further discussion of factors that could affect our cash flows and liquidity
requirements, including the impact of the COVID-19 pandemic, see Item 1A. Risk
Factors.

Liquidity

Our principal sources of liquidity as of April 29, 2022 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our commercial paper program and related credit facility.



Cash, cash equivalents and short-term investments consisted of the following (in
millions):

                             April 29,       April 30,
                                2022            2021
Cash and cash equivalents   $     4,112     $     4,529
Short-term investments               22              67
Total                       $     4,134     $     4,596




                                       45

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As of April 29, 2022 and April 30, 2021, $2.3 billion and $2.5 billion,
respectively, of cash, cash equivalents and short-term investments were held by
various foreign subsidiaries and were generally based in U.S. dollar-denominated
holdings, while $1.8 billion and $2.1 billion, respectively, were available in
the U.S.

Our principal liquidity requirements are primarily to meet our working capital
needs, support ongoing business activities, fund research and development, meet
capital expenditure needs, invest in critical or complementary technologies
through asset purchases and/or business acquisitions, service interest and
principal payments on our debt, fund our stock repurchase program, and pay
dividends, as and if declared. In the ordinary course of business, we engage in
periodic reviews of opportunities to invest in or acquire companies or units in
companies to expand our total addressable market, leverage technological
synergies and establish new streams of revenue, particularly in our Public Cloud
Segment.

The principal objectives of our investment policy are the preservation of
principal and maintenance of liquidity. We attempt to mitigate default risk by
investing in high-quality investment grade securities, limiting the time to
maturity and monitoring the counter-parties and underlying obligors closely. We
believe our cash equivalents and short-term investments are liquid and
accessible. We are not aware of any significant deterioration in the fair value
of our cash equivalents or investments from the values reported as of April 29,
2022.

Our investment portfolio has been and will continue to be exposed to market risk
due to trends in the credit and capital markets. We continue to closely monitor
current economic and market events to minimize the market risk of our investment
portfolio. We routinely monitor our financial exposure to both sovereign and
non-sovereign borrowers and counterparties. We utilize a variety of planning and
financing strategies in an effort to ensure our worldwide cash is available when
and where it is needed. We also have an automatic shelf registration statement
on file with the Securities and Exchange Commission (SEC). We may in the future
offer an additional unspecified amount of debt, equity and other securities.

Senior Notes

The following table summarizes the principal amount of our Senior Notes as of April 29, 2022 (in millions):



3.25% Senior Notes Due December 2022    $   250
3.30% Senior Notes Due September 2024       400
1.875% Senior Notes Due June 2025           750
2.375% Senior Notes Due June 2027           550
2.70% Senior Notes Due June 2030            700
Total                                   $ 2,650




Interest on the Senior Notes is payable semi-annually. For further information
on the underlying terms, see Note 8 - Financing Arrangements of the Notes to
Consolidated Financial Statements.

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 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 $1.0 billion.
The maturities of the notes can vary, but may not exceed 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. No commercial paper notes were outstanding as of 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 on
January 22, 2021, provides for a $1.0 billion revolving unsecured credit
facility, with a sublimit of $50 million available for the issuance of letters
of credit on our behalf. The credit facility matures on January 22, 2026, with
an option for us to extend the maturity date for two additional 1-year periods,
subject to certain conditions. The proceeds of the loans may be used by us for
general corporate purposes and as liquidity support for our existing commercial
paper program. As of April 29, 2022, we were compliant with all associated
covenants in the agreement. No amounts were drawn against this credit facility
during any of the periods presented.

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Capital Expenditure Requirements



We expect to fund our capital expenditures, including our commitments related to
facilities, equipment, operating leases and internal-use software development
projects over the next few years through existing cash, cash equivalents,
investments and cash generated from operations. The timing and amount of our
capital requirements cannot be precisely determined and will depend on a number
of factors, including future demand for products, changes in the network storage
industry, hiring plans and our decisions related to the financing of our
facilities and equipment requirements. We anticipate capital expenditures for
fiscal 2023 to be between $250 million and $300 million.

Dividends and Stock Repurchase Program



On May 27, 2022, we declared a cash dividend of $0.50 per share of common stock,
payable on July 27, 2022 to holders of record as of the close of business on
July 8, 2022.

As of April 29, 2022, our Board of Directors had authorized the repurchase of up
to $15.1 billion of our common stock under our stock repurchase program. Under
this program, we may purchase shares of our outstanding common stock through
solicited or unsolicited transactions in the open market, in privately
negotiated transactions, through accelerated share repurchase programs, pursuant
to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our
management. The stock repurchase program may be suspended or discontinued at any
time. Since the May 13, 2003 inception of this program through April 29, 2022,
we repurchased a total of 347 million shares of our common stock at an average
price of $39.95 per share, for an aggregate purchase price of $13.9 billion. As
of April 29, 2022, the remaining authorized amount for stock repurchases under
this program was $1.3 billion.

Purchase Commitments



In the ordinary course of business, we make commitments to third-party contract
manufacturers and component suppliers to manage manufacturer lead times and meet
product forecasts, and to other parties, to purchase various key components used
in the manufacture of our products. In addition, we have open purchase orders
and contractual obligations associated with our ordinary course of business for
which we have not yet received goods or services. These off-balance sheet
purchase commitments totaled $1.2 billion at April 29, 2022, of which $0.9
billion is due in fiscal 2023, with the remainder due thereafter.

Financing Guarantees



While most of our arrangements for sales include short-term payment terms, from
time to time we provide long-term financing to creditworthy customers. We have
generally sold receivables financed through these arrangements on a non-recourse
basis to third party financing institutions within 10 days of the contracts'
dates of execution, and we classify the proceeds from these sales as cash flows
from operating activities in our consolidated statements of cash flows. We
account for the sales of these receivables as "true sales" as defined in the
accounting standards on transfers of financial assets, as we are considered to
have surrendered control of these financing receivables. We sold $59 million and
$102 million of receivables during fiscal 2022 and 2021, respectively.

In addition, we enter into arrangements with leasing companies for the sale of
our hardware systems products. These leasing companies, in turn, lease our
products to end-users. The leasing companies generally have no recourse to us in
the event of default by the end-user.

Some of the leasing arrangements described above have been financed on a
recourse basis through third-party financing institutions. Under the terms of
recourse leases, which are generally three years or less, we remain liable for
the aggregate unpaid remaining lease payments to the third-party leasing
companies in the event of end-user customer default. These arrangements are
generally collateralized by a security interest in the underlying assets. As of
April 29, 2022 and April 30, 2021, the aggregate amount by which such
contingencies exceeded the associated liabilities was not significant. To date,
we have not experienced significant losses under our lease financing programs or
other financing arrangements.

We have entered into service contracts with certain of our end-user customers
that are supported by third-party financing arrangements. If a service contract
is terminated as a result of our non-performance under the contract or our
failure to comply with the terms of the financing arrangement, we could, under
certain circumstances, be required to acquire certain assets related to the
service contract or to pay the aggregate unpaid payments under such
arrangements. As of April 29, 2022, we have not been required to make any
payments under these arrangements, and we believe the likelihood of having to
acquire a material amount of assets or make payments under these arrangements is
remote. The portion of the financial arrangement that represents unearned
services revenue is included in deferred revenue and financed unearned services
revenue in our consolidated balance sheets.

                                       47
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Legal Contingencies



We are subject to various legal proceedings and claims which arise in the normal
course of business. See further details on such matters in Note 17 - Commitments
and Contingencies of the Notes to Consolidated Financial Statements.


Critical Accounting Policies and Estimates



Our consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America (GAAP),
which require management to make judgments, estimates and assumptions that
affect the reported amounts of assets, liabilities, net revenues and expenses,
and the disclosure of contingent assets and liabilities. Our estimates are based
on historical experience and various other assumptions that we believe to be
reasonable under the circumstances, including the ongoing COVID-19 pandemic, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities. We believe that the accounting estimates employed and
the resulting balances are reasonable; however, actual results may differ from
these estimates and such differences may be material.

The summary of significant accounting policies is included in Note 1 -
Description of Business and Significant Accounting Policies of the Notes to
Consolidated Financial Statements. An accounting policy is deemed to be critical
if it requires an accounting estimate to be made based on assumptions about
matters that are highly uncertain at the time the estimate is made, if different
estimates reasonably could have been used, or if changes in the estimate that
are reasonably possible could materially impact the financial statements. The
accounting policies described below reflect the significant judgments, estimates
and assumptions used in the preparation of the consolidated financial
statements.

Revenue Recognition



Our contracts with customers often include the transfer of multiple products and
services to the customer. In determining the amount and timing of revenue
recognition, we assess which products and services are distinct performance
obligations and allocate the transaction price, which may include fixed and/or
variable amounts, among each performance obligation on a relative standalone
selling price (SSP) basis. The following are the key estimates and assumptions
and corresponding uncertainties included in this approach:

      Key Estimates and Assumptions                    Key Uncertainties

? We evaluate whether products and ? In certain contracts, the

services promised in our contracts determination of our distinct


  with customers are distinct                performance obligations 

requires

performance obligations that should be significant judgment. As our business


  accounted for separately versus            and offerings to customers change over
  together.                                  time, the products and services we
                                             determine to be distinct performance
                                             obligations may change. Such changes
                                             may adversely impact the amount of
                                             revenue and gross margin we report in
                                             a particular period.

? In determining the transaction price ? We may have insufficient relevant

of our contracts, we estimate variable historical data or other information

consideration based on the expected to arrive at an accurate estimate of


  value, primarily relying on our            variable consideration using 

either

history. In certain situations, we may the "expected value" or "most likely


  also use the most likely amount as the     amount" method. Additionally, changes
  basis of our estimate.                     in business practices, such as those
                                             related to sales returns or marketing
                                             programs, may introduce new forms of
                                             variable consideration, as well as
                                             more complexity and uncertainty in the
                                             estimation process.

? In contracts with multiple performance ? As our business and offerings evolve

obligations, we establish SSPs based over time, modifications to our

on the price at which products and pricing and discounting methodologies,

services are sold separately. If SSPs changes in the scope and nature of


  are not observable through past            product and service offerings 

and/or

transactions, we estimate them by changes in customer segmentation may


  maximizing the use of observable           result in a lack of 

consistency,

inputs including pricing strategy, making it difficult to establish


  market data, internally-approved           and/or maintain SSPs. Changes 

in SSPs

pricing guidelines related to the could result in different and


  performance obligations and other          unanticipated allocations of revenue
  observable inputs.                         in contracts with multiple performance
                                             obligations. These factors, among
                                             others, may adversely impact the
                                             amount of revenue and gross margin we
                                             report in a particular period.





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Inventory Valuation and Purchase Order Accruals



Inventories consist primarily of purchased components and finished goods and are
stated at the lower of cost or net realizable value, which approximates actual
cost on a first-in, first-out basis. A provision is recorded when inventory is
determined to be in excess of anticipated demand or obsolete in order to adjust
inventory to its estimated realizable value. The following are the key estimates
and assumptions and corresponding uncertainties for estimating the value of our
inventories:

      Key Estimates and Assumptions                    Key Uncertainties

? We periodically perform an excess and ? Although we use our best estimates to

obsolete analysis of our inventory. forecast future product demand, any

Inventories are written down based on significant unanticipated changes in


  excess and obsolete reserves               demand, which could be 

exacerbated by

determined primarily on assumptions the effects of the COVID-19 pandemic,

about future demand forecasts and or obsolescence related to

market conditions. At the point of the technological developments, new

loss recognition, a new, lower cost product introductions, customer


  basis for that inventory is                requirements, competition or 

other

established, and subsequent changes in factors could have a significant

facts and circumstances do not result impact on the valuation of our

in the restoration or increase in that inventory. If actual market conditions


  newly established cost basis.              are less favorable than those
                                             projected, additional write-downs and
                                             other charges against earnings that
                                             adversely impact gross margins may be
                                             required. If actual market conditions
                                             are more favorable, we may realize
                                             higher gross profits in the period
                                             when the written-down inventory is
                                             sold.
                                             We are subject to a variety of
                                             environmental laws relating to the
                                             manufacture of our products. If there
                                             are changes to the current
                                             regulations, we may be required to
                                             make product design changes which may
                                             result in excess or obsolete
                                             inventory, which could adversely
                                             impact our operating results.

? We make commitments to our third-party ? If the actual materials demand is


  contract manufacturers and other           significantly lower than our 

forecast,

suppliers to manage lead times and we may be required to increase our

meet product forecasts and to other recorded liabilities for estimated


  parties to purchase various key            losses on non-cancelable 

purchase

components used in the manufacture of commitments, including incremental

our products. We establish accruals commitments made in response to recent

for estimated losses on non-cancelable developments in the broader technology

purchase commitments when we believe supply chain, which would adversely


  it is probable that the components         impact our operating results.
  will not be utilized in future
  operations.

Goodwill and Purchased Intangible Assets



We allocate the purchase price of acquisitions to identifiable assets acquired
and liabilities assumed at their acquisition date fair values based on
established valuation techniques. Goodwill represents the residual value as of
the acquisition date, which in most cases is measured as the excess of the
purchase consideration transferred over the net of the acquisition date fair
values of the assets acquired and liabilities assumed.

The carrying values of purchased intangible assets are reviewed whenever events
and circumstances indicate that the net book value of an asset may not be
recovered through expected future cash flows from its use and eventual
disposition. We periodically review the estimated remaining useful lives of our
intangible assets. This review may result in impairment charges or shortened
useful lives, resulting in charges to our consolidated statements of income.

We review goodwill for impairment annually and whenever events or changes in
circumstances indicate the carrying amount of one of our reporting units may
exceed its fair value. The provisions of the accounting standard for goodwill
allow us to first assess qualitative factors to determine whether it is
necessary to perform the quantitative goodwill impairment test. During the first
quarter of fiscal 2022, we allocated goodwill to our segments and reporting
units using a relative fair value approach and as a result, we performed an
interim quantitative goodwill impairment test and determined the fair value of
each of our reporting units substantially exceeded its carrying amount,
therefore, there was no impairment of goodwill. For our annual goodwill
impairment test in the fourth quarter of fiscal 2022, we performed a qualitative
test which did not result in any goodwill impairment charges. To date, the
impacts of the COVID-19 pandemic have not significantly adversely affected the
fair value of our reporting units.

                                       49
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The following are the key estimates and assumptions and corresponding uncertainties for estimating the value of our goodwill and purchased intangible assets:



      Key Estimates and Assumptions                    Key Uncertainties

? The assessment of fair value for ? While we employ experts to determine

goodwill and purchased intangible the acquisition date fair value of

assets is based on factors that market acquired intangibles, the fair values

participants would use in an orderly of assets acquired and liabilities

transaction in accordance with the assumed are based on significant

accounting guidance for the fair value management assumptions and estimates,

measurement of nonfinancial assets. which are inherently uncertain and

The valuation of purchased intangible highly subjective and as a result,


  assets is principally based on             actual results may differ from

estimates of the future performance estimates. If different assumptions


  and cash flows expected to be              were to be used, it could 

materially


  generated by the acquired assets from      impact the purchase price allocation.
  the acquired business.                     Volatile macroeconomic and market
                                             conditions caused by the COVID-19
                                             pandemic have increased the level of
                                             uncertainty and subjectivity of
                                             certain management assumptions and
                                             estimates.

? Evaluations of possible goodwill and ? In response to changes in industry and

purchased intangible asset impairment market conditions, we could be


  require us to make judgments and           required to strategically 

realign our

assumptions related to the allocation resources and consider restructuring,


  of our balance sheet and income            disposing of, or otherwise 

exiting

statement amounts and estimate future businesses, which could result in an

cash flows and fair market values of impairment of goodwill or purchased


  our reporting units and assets.            intangible assets.
                                             Assumptions and estimates about
                                             expected future cash flows and the
                                             fair values of our reporting units and
                                             purchased intangible assets are
                                             complex and subjective. They can be
                                             affected by a variety of factors,
                                             including external factors such as the
                                             adverse impact of unanticipated
                                             changes in macroeconomic conditions,
                                             such as those related to the COVID-19
                                             pandemic, and technological changes or
                                             new product introductions from
                                             competitors. They can also be affected
                                             by internal factors such as changes in
                                             business strategy or in forecasted
                                             product life cycles and roadmaps. Our
                                             ongoing consideration of these and
                                             other factors could result in future
                                             impairment charges or accelerated
                                             amortization expense, which could
                                             adversely affect our operating
                                             results.




                                       50

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Income Taxes



We are subject to income taxes in the United States and numerous foreign
jurisdictions. We compute our provision for income taxes using the asset and
liability method, under which deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the
financial reporting and tax bases of assets and liabilities, and for operating
losses and tax credit carryforwards. Deferred tax assets and liabilities are
measured using the currently enacted tax rates that apply to taxable income in
effect for the years in which those tax assets or liabilities are expected to be
realized or settled. The Company records a valuation allowance to reduce
deferred tax assets to the amount that is believed more likely than not to be
realized.

The following are the key estimates and assumptions and corresponding uncertainties for our income taxes:



      Key Estimates and Assumptions                    Key Uncertainties

? Our income tax provision is based on ? Our provision for income taxes is

existing tax law and advanced pricing subject to volatility and could be

agreements or letter rulings we have adversely impacted by future changes


  with various tax authorities.              in existing tax laws, such as a change
                                             in tax rate, possible U.S. changes to
                                             the taxation of earnings of our
                                             foreign subsidiaries, and
                                             uncertainties as to future renewals of
                                             favorable tax agreements and rulings.

? The determination of whether we should ? Our future profits could differ from

record or adjust a valuation allowance current expectations resulting in a

against our deferred tax assets is change to our determination as to the


  based on assumptions regarding our         amount of deferred tax assets that are
  future profitability.                      more likely than not to be realized.
                                             We could adjust our valuation
                                             allowance with a corresponding impact
                                             to the tax provision in the period in
                                             which such determination is made.

? The estimates for our uncertain tax ? Significant judgment is required in


  positions are based primarily on           evaluating our uncertain tax
  company specific circumstances,            positions. Although we believe 

our

applicable tax laws, tax opinions from reserves are reasonable, no assurance

outside firms and past results from can be given that the final tax


  examinations of our income tax             outcome or tax court rulings of these
  returns.                                   matters will not be different from
                                             that which is reflected in our
                                             historical tax provisions and
                                             accruals.

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