Item 2.02 Results of Operations and Financial Condition.

On August 26, 2020, NetApp, Inc. ("NetApp" or the "Company") issued a press release reporting financial results for the first quarter ended July 31, 2020. The press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On August 25, 2020, NetApp committed to a restructuring plan to optimize its business and fund its biggest opportunities including returning to growth in storage software and systems and scaling the public cloud services business. As a continuation of its business transformation, the Company will reduce its investment in certain areas and reinvest in others to position itself for long-term success.

In connection with the restructuring plan, the Company expects to reduce its worldwide headcount by approximately 5%. This reduction in workforce will be implemented throughout fiscal 2021. The Company expects to incur aggregate charges of approximately $35 to $40 million for employee terminations and other costs associated with the restructuring plan. The Company expects that most of these charges will be cash expenditures and that it will recognize the majority of these costs in the second quarter of fiscal 2021.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On August 21, 2020, Scott R. Allen informed the Company of his intent to resign as Senior Vice President, Chief Accounting Officer and as principal accounting officer of the Company, effective September 18, 2020.





Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include expectations regarding the design of the restructuring, the total headcount impacted by the restructuring, the aggregate charges for employee terminations and other costs associated with the restructuring, the related cash expenditures and the timing to recognize these charges. All of these forward-looking statements involve risk and uncertainty. Actual results may differ materially from these statements for a variety of reasons, including, without limitation, the timing and execution of the restructuring. These and other equally important factors are described in reports and documents we file from time to time with the Securities and Exchange Commission, including the factors described under the sections titled "Risk Factors" in our most recently submitted Annual Report on Form 10-K. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.




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Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No. Description

99.1          Press release, dated August 26, 2020, reporting earnings for the
            fiscal quarter ended July 31, 2020
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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