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 give
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 cloud data services, storage systems, and software. Throughout
our history, we have kept our focus on one thing - the data, continuously
improving how data are managed, stored, analyzed, protected, and moved. Our
strategy has been shaped around helping our customers embrace the full potential
of new technologies - from the rise of the internet, to helping large enterprise
customers in vertical markets, to bringing new systems to market. Today, we are
focused on unlocking the best of cloud.

NetApp helps customers move from building data centers to building data fabrics
that achieve business objectives. A data fabric simplifies the integration and
orchestration of data services across clouds and on-premises to accelerate
digital transformation. We help organizations to get the most out of their cloud
experience - whether private, public, or hybrid - by enabling IT to discover,
integrate, automate, optimize, protect, and secure data and applications. NetApp
delivers the full range of capabilities organizations need for their data
fabrics, enabling the business to deliver the right data and applications to the
right place at the right time with the right capabilities to fuel innovation.

We bring the enterprise-grade data services our customers rely on into the
cloud, and the simple flexibility of cloud into the data center.
Our industry-leading solutions work across diverse environments and the world's
biggest clouds. NetApp can help a company wherever it is on its hybrid cloud
journey.


We focus on delivering an exceptional customer experience to become our customers' preferred data partner. NetApp's unique approach to data enables organizations to create new customer experiences, seize every opportunity to innovate, and optimize operations for cost, scale, speed, and agility - all while thriving in a multi-cloud world.



We employ a multichannel distribution strategy, selling products and services to
end users and service providers through a direct sales force and through channel
partners, including value-added resellers, system integrators, original
equipment manufacturers (OEMs) and distributors.

As our product portfolio evolves, market dynamics change, and management
continues to assess our largest opportunities, we periodically change how we
group product revenue. To provide improved visibility into the value created by
our software innovation and R&D investment, beginning in fiscal 2021, we no
longer group our products by "Strategic" and "Mature" solutions, but instead
disclose the "Software" and "Hardware" components of our product revenues. The
engineering DNA of NetApp and the value we provide to customers is grounded in
software (particularly our ONTAP OS) and we will continue to look for
opportunities to highlight and reinvest in this innovation engine. Software
product revenue includes the OS software and optional add-on software solutions
attached to our systems across our entire product set: All-Flash FAS, SolidFire,
EF-series, Hybrid FAS, E-series, NetApp HCI, and StorageGrid. Hardware product
revenues include the non-software component of our systems across our entire
product set.

In addition to our products and solutions, we provide a variety of services to
our customers, including software support, hardware support and other services
including professional services, and customer education and training to help
customers most effectively build their unique data fabrics and efficiently
manage their data. Revenues generated by our Public Cloud Services (formerly
referred to as Cloud Data Services) offerings, are included in software support
revenues.

COVID-19

The novel coronavirus, or COVID-19, pandemic and efforts to control its spread
have significantly curtailed the movement of people, goods and services
worldwide, including in most or all 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 suspended
business travel.

During fiscal 2021, due to macroeconomic uncertainty caused by COVID-19, we continued to observe certain customers delay purchases of our products and services, while other customers accelerated or placed new orders to address the demands of remote working and digital business. We also experienced certain logistical challenges in delivering our products and services to customers in


                                       33

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certain regions, and minor supply chain constraints. Given recent developments
in the broader technology supply chain, we have begun to invest in inventory and
certain longer-term commitments to help mitigate the risk of supply shortages.



We believe our existing balances of cash, cash equivalents and investments, cash
generated from operations, and ability to access capital markets and committed
lines of credit will be sufficient to satisfy our working capital needs, capital
expenditures, dividends, stock repurchases, required debt repayments and other
liquidity requirements associated with our operations.



The magnitude and duration of the disruption to our business, and impact to our
operational and financial performance, caused by COVID-19 pandemic remain
uncertain. Refer to Item 1A. - Risk Factors for the significant risks we have
identified as a result of the COVID-19 pandemic.

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 30, 2021       April 24, 2020       April 26, 2019
Net revenues                                      $          5,744     $          5,412     $          6,146
Gross profit                                      $          3,815     $          3,623     $          3,945
Gross profit margin percentage                                  66 %                 67 %                 64 %
Income from operations                            $          1,031     $            945     $          1,221
Income from operations as a percentage of net
revenues                                                        18 %                 17 %                 20 %
Provision for income taxes                        $            232     $            125     $             99
Net income                                        $            730     $            819     $          1,169
Diluted net income per share                      $           3.23     $           3.52     $           4.51

Net cash provided by operating activities $ 1,333 $


      1,060     $          1,341




                                                           April 30,       April 24,
                                                             2021            2020

Deferred revenue and financed unearned services revenue $ 4,003 $


    3,698




    • Net revenues: Our net revenues increased 6% in fiscal 2021 compared to

fiscal 2020, primarily due to an increase in software support revenues.

• Gross profit margin percentage: Our gross profit margin as a percentage of

net revenues decreased by approximately one percentage point in fiscal 2021

compared to fiscal 2020, primarily due to a reduction in gross profit

margins on product revenues, partially offset by software support revenues

representing a higher percentage of total revenues in fiscal 2021.

• Income from operations as a percentage of net revenues: Our income from

operations as a percentage of net revenues increased by approximately one

percentage point in fiscal 2021 compared to fiscal 2020, primarily due to

the gain on sale of certain properties in fiscal 2021, partially offset by


      higher sales and marketing expense and the lower gross profit margin
      percentage.

• Provision for income taxes: Our provision for income taxes increased in


      fiscal 2021 compared to fiscal 2020 primarily as a result of discrete tax
      impacts in the prior year.

• Net income and Diluted income per share: The decrease in both net income and

diluted net income per share in fiscal 2021 compared to fiscal 2020 reflect

the factors discussed above. The impact of the lower net income in fiscal

year 2021 on diluted net income per share was partially offset by a decrease

in the number of weighted average dilutive shares outstanding primarily as a

result of share repurchases.

• Operating cash flows: Operating cash flows increased by 26% in fiscal 2021


      compared to fiscal 2020, primarily reflecting lower cash payments for
      incentive compensation.

• Deferred revenue and financed unearned services revenue: Total deferred

revenue and financed unearned services revenue increased $305 million, or

8%, as of fiscal 2021 compared to fiscal 2020 primarily due to increases in

the installed base and aggregate contract values under software and hardware

support contracts, Public Cloud Services contracts, and the favorable impact


      of foreign exchange rate fluctuations.


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Stock Repurchase Program and Dividend Activity



During fiscal 2021, we repurchased approximately 2 million shares of our common
stock at an average price of $67.61 per share, for an aggregate purchase price
of $125 million. We also declared aggregate cash dividends of $1.92 per share in
fiscal 2021, for which we paid a total of $427 million.

Acquisitions

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



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

Restructuring Events





In each of the first quarter and second quarter of fiscal 2021, we announced
separate restructuring plans to reduce costs and redirect resources to our
highest return activities, which included a reduction in our global workforce by
less than 1% and approximately 5%, respectively, and incurred charges of
approximately $5 million and $37 million, respectively, consisting primarily of
employee severance costs. See Note 13 - Restructuring Charges for additional
information.

Senior Notes Issuance and Redemption





In June 2020, we issued $750 million aggregate principal amount of 1.875% Senior
Notes due 2025, $550 million aggregate principal amount of 2.375% Senior Notes
due 2027 and $700 million aggregate principal amount of 2.70% Senior Notes due
2030, for which we received total proceeds of approximately $2.0 billion, net of
discount and issuance costs. On July 27, 2020, we extinguished our 3.375% Senior
Notes due June 2021 for an aggregate cash redemption price of $513 million, plus
accrued and unpaid interest and fees.

Real Estate Transactions



In April 2021, we announced the sale of our corporate headquarters located in
Sunnyvale, California, consisting primarily of land, buildings and improvements,
for cash proceeds of $365 million. The assets sold had a net book value totaling
$210 million. To facilitate an orderly transition to a new location, we executed
short-term lease agreements with the buyer to lease back these properties. The
agreed lease payments were below market rates and as a result we recognized an
asset of $7 million for the difference between the fair value of the leases and
the agreed lease payments. The cash proceeds, less direct selling costs, plus
the fair value of the below-market leases resulted in a net gain on the sale of
$156 million.

Contemporaneous with the sale, we executed a lease with a separate landlord for
our new corporate headquarters located in San Jose, California, which is
comprised of approximately three hundred thousand square feet of office space.
The lease commenced in the first quarter of fiscal 2022 and requires future
minimum undiscounted payments of approximately $180 million over the initial
11-year lease term. It also provides us two successive renewal options, each for
five years.

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


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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.


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.


                                       36

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• 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 our reporting unit 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. For our annual goodwill impairment
test in the fourth quarter of fiscal 2021, we performed a quantitative test and
determined the fair value of our reporting unit substantially exceeded its
carrying amount, therefore, found no impairment of goodwill. To date, the
impacts of the COVID-19 pandemic have not significantly adversely affected the
fair value of our reporting unit.

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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 unit and assets.             intangible assets.
                                             Assumptions and estimates about
                                             expected future cash flows and the
                                             fair values of our reporting unit 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.

Valuation of Investment Securities



Our investments in debt securities are reported at fair value and are subject to
periodic impairment review. Unrealized gains and losses related to changes in
the fair value of these securities are recognized in accumulated other
comprehensive income, net of tax, unless they are determined to be
other-than-temporary impairments. The ultimate value realized on these
securities is subject to market price volatility until they are sold.

The following are the key estimates and assumptions and corresponding uncertainties for the valuation of our investment securities:





      Key Estimates and Assumptions                    Key Uncertainties

• The estimated fair value of our debt • The fair value of our investments in


  securities, and the associated             debt securities could decrease

accounting for unrealized losses is significantly from uncertainties in

based on an evaluation of current the credit and capital markets, credit

economic and market conditions, the rating downgrades and/or solvency of


  credit rating of the security's            the issuer or decreases in the

issuer, the length of time and extent marketability of the securities, with

the security's fair value has been the ongoing COVID-19 pandemic


  below its amortized cost and our           contributing to these 

uncertainties.


  ability and intent to hold the             If the fair value of our 

investments


  security for a period of time              decreases significantly and, 

if

sufficient to allow for anticipated because of changes in our ability and

recovery in value. If we determine intent to continue to hold the


  that an investment has an                  securities or other factors, 

it is

other-than-temporary decline in fair determined to be other-than-temporary,


  value, we recognize the investment         we may incur impairment charges that
  loss in earnings.                          could adversely affect our results of
                                             operations.


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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.


New Accounting Standards

See Note 1 - Description of Business and Significant Accounting Policies for the
impact to our financial statements of the adoption of the accounting standard
update on the measurement of credit losses on financial instruments in the first
quarter of fiscal 2021.

See Note 2 - Recent Accounting Standards Not Yet Effective of the Notes to Consolidated Financial Statements for a full description of new accounting pronouncements, including the respective expected dates of adoption and effects on our financial statements.







                                       39

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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 2021, ending on April 30, 2021 is a 53-week year, with 14 weeks
included in its first quarter and 13 weeks in each subsequent quarter. Fiscal
year 2020, which ended on April 24, 2020, and fiscal year 2019, which ended on
April 26, 2019 were both 52-week years. 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
                                              2021      2020      2019
Revenues:
Product                                          52   %    55   %    61   %
Software support                                 22        19        15
Hardware support and other services              26        26        24
Net revenues                                    100       100       100
Cost of revenues:
Cost of product                                  25        25        29
Cost of software support                          2         1         1

Cost of hardware support and other services 7 7 7 Gross profit

                                     66        67        64
Operating expenses:
Sales and marketing                              30        29        27
Research and development                         15        16        13
General and administrative                        4         5         5
Restructuring charges                             1         -         1
Acquisition-related expense                       -         -         -

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

                         48        49        44
Income from operations                           18        17        20
Other (expense) income, net                      (1 )       -         1
Income before income taxes                       17        17        21
Provision for income taxes                        4         2         2
Net income                                       13   %    15   %    19   %



Percentages may not add due to rounding

Discussion and Analysis of Results of Operations

Net Revenues (in millions, except percentages):





                                         Fiscal Year
                  2021        2020       % Change       2019       % Change
Net revenues     $ 5,744     $ 5,412             6 %   $ 6,146           (12 )%




The increase in net revenues for fiscal 2021 compared to fiscal 2020 was
primarily due to an increase in hardware and software support 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.

The decrease in net revenues for fiscal 2020 compared to fiscal 2019 was primarily due to a decrease in product revenues. Product revenues as a percent of net revenues decreased six percentage points in fiscal 2020 compared to fiscal 2019.

Sales through our indirect channels represented 77%, 79% and 76% of net revenues in fiscal 2021, 2020 and 2019, respectively.


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



                                 Fiscal Year
                          2021      2020      2019

Arrow Electronics, Inc. 24 % 25 % 24 % Tech Data Corporation 20 % 21 % 20 %

Product Revenues (in millions, except percentages):





                                             Fiscal Year
                      2021        2020       % Change       2019       % Change
Product revenues     $ 2,991     $ 2,995             - %   $ 3,755           (20 )%




Product revenues are derived through the sale of our data 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.

Total product revenues were relatively flat in fiscal 2021 compared to fiscal
2020, suffering from less favorable macroeconomic conditions through most of the
current year, in part due to the economic uncertainty caused by the COVID-19
pandemic, but then improving in the last quarter of the year. Sales of all-flash
array systems increased in the current year, 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.

Total product revenues declined in fiscal 2020 compared to fiscal 2019 primarily
due to less favorable macroeconomic conditions, lower enterprise IT spending
throughout fiscal 2020 and go-to-market execution issues experienced in the
first quarter of fiscal 2020 with some of our largest global customer accounts.
Additionally, in the fourth quarter of fiscal 2020, increasing macroeconomic
uncertainty caused by the COVID-19 pandemic contributed to demand weakness,
while associated logistical challenges led to delays in deliveries of products
and services to certain customers.

As discussed in the Overview section, beginning in fiscal 2021, we disclose the
software and hardware components of our product revenues. Because our revenue
recognition policy under generally accepted accounting principles in the United
States of America (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. We believe that the presentation of the software and
hardware components of our product revenues is meaningful to investors and
management as it illustrates the significance of the Company's software and
provides improved visibility into the value created by our software innovation
and R&D investment.

Revenues from the hardware component of product revenues totaled $1,355 million,
representing 45% of product revenues, in fiscal 2021, compared to $1,541
million, representing 51% of product revenues, in fiscal 2020, compared to
$1,935 million, representing 52% of product revenues, in fiscal 2019. The
software component of product revenues totaled $1,636 million, representing 55%
of product revenues, in fiscal 2021, compared to $1,454 million, representing
49% of product revenues, in fiscal 2020, compared to $1,820 million,
representing 48% of product revenues, in fiscal 2019. The increase in the
software component percentage of product revenues in fiscal 2021 is primarily
due to a higher mix of all-flash array systems revenues, which contain a higher
proportion of software components than other products.

Software Support Revenues (in millions, except percentages):





                                                     Fiscal Year
                               2021        2020        % Change      2019      % Change
Software support revenues     $ 1,281     $ 1,034             24 %   $ 946             9 %




Software support revenues are associated with contracts which entitle customers
to receive unspecified product upgrades and enhancements on a
when-and-if-available basis, bug fixes and patch releases, as well as internet
and telephone access to technical support personnel located in our global
support centers.

The growth in software support revenues reflects higher Public Cloud Services revenue and the higher aggregate contract value of the installed base under software support contracts, which is recognized as revenue ratably over the terms of the underlying contracts.


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Software support for fiscal 2021 benefitted from the continued growth in
all-flash array product sales, as all-flash systems carry a higher support
dollar content than our other products. Software support revenues were also
favorably impacted by the additional week of deferred revenue amortization in
the first quarter of fiscal 2021, which contributed approximately $20 million of
additional revenues.

Hardware Support and Other Services Revenues (in millions, except percentages):



                                                                  Fiscal Year
                                          2021        2020        % Change       2019        % Change
Hardware support and other services
revenues                                 $ 1,472     $ 1,383              6 %   $ 1,445             (4 )%



Hardware support and other services revenues include hardware support, professional services and educational and training services revenues.



Hardware support contract revenues were $1,195 million, $1,142 million and
$1,182 million in fiscal 2021, 2020 and 2019, respectively. The increase in
fiscal 2021 is primarily due to the additional week in the first quarter of
fiscal 2021, which contributed approximately $20 million of additional revenues,
and an increase in our installed base. The decrease in fiscal 2020 was primarily
attributable to a decline in average selling price on contracts executed during
the year.

Professional services and educational and training services revenues were $277
million, $241 million and $263 million in fiscal 2021, 2020 and 2019,
respectively.

Revenues by Geographic Area:



                                                            Fiscal Year
                                                     2021      2020      2019

United States, Canada and Latin America (Americas) 54 % 53 % 56 % Europe, Middle East and Africa (EMEA)

                   31 %      32 %      30 %
Asia Pacific (APAC)                                     15 %      15 %      14 %



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 in fiscal 2021 compared to fiscal 2020. During fiscal 2020, Americas
revenues were negatively impacted by general macroeconomic conditions in the
region and go-to-market execution issues with some of our largest customer
accounts in the first quarter of fiscal 2020, which was reflected in the
geographic distribution of revenues as a percentage of net revenues in fiscal
2020 compared to fiscal 2019.

Cost of Revenues



Our cost of revenues consists of three elements: (1) cost of product revenues,
which includes the costs of manufacturing and shipping our storage products,
amortization of purchased intangible assets, inventory write-downs, and warranty
costs, (2) cost of software support, which includes the costs of providing
software support and third-party royalty costs and (3) cost of hardware support
and other services revenues, which includes costs associated with providing
support activities for hardware support, global support partnership programs,
professional services and educational and training services.

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





                                                     Fiscal Year
                              2021        2020       % Change       2019       % Change
Cost of product revenues     $ 1,432     $ 1,368             5 %   $ 1,752           (22 )%



The changes in cost of product revenues consisted of the following (in percentage points of the total change):





                                                    Fiscal 2021 to         Fiscal 2020 to
                                                      Fiscal 2020           Fiscal 2019
Materials costs                                                   7                      (22 )
Excess and obsolete inventory                                    (1 )                      -
Warranty                                                         (1 )                      -
Total change                                                      5                      (22 )


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Cost of product revenues represented 48%, 46% and 47% of product revenues for
fiscal 2021, 2020 and 2019, respectively. Materials cost represented 89%, 86%
and 90% of product costs for fiscal 2021, 2020 and 2019, respectively.

Total 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.

Product gross margins in fiscal 2021 decreased by two percentage points 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.

Materials costs decreased $393 million in fiscal 2020 compared to fiscal 2019,
primarily due to a decline in product revenue and, to a lesser extent, a decline
in the price of certain product components.

Product gross margins in fiscal 2020 increased one percentage point compared to
fiscal 2019, primarily due to a higher mix of all-flash array product sales in
fiscal 2020, partially offset by a decrease in high-margin revenue recognized
from the software license component of several enterprise license agreements.

Cost of Software Support Revenues (in millions, except percentages):





                                                            Fiscal Year
                                      2021      2020       % Change      2019       % Change
Cost of software support revenues     $  95     $  48             98 %   $  35             37 %




Cost of software support revenues increased in fiscal 2021 compared to fiscal
2020, reflecting the increase in Public Cloud Services revenue and an increase
in amortization expense for acquired developed technology. Cost of software
support revenues increased in fiscal 2020 compared to fiscal 2019, in line with
the increase in software support revenues. Cost of software support revenues
represented 7%, 5% and 4% of software support revenues for fiscal 2021, 2020 and
2019, respectively.

Cost of Hardware Support and Other Services Revenues (in millions, except
percentages):



                                                                 Fiscal Year
                                          2021        2020        % Change       2019       % Change
Cost of hardware support and other
services revenues                        $   402     $   373              8 %   $   414           (10 )%




Cost of hardware support and other services revenues increased in fiscal 2021
compared to fiscal 2020, in line with the increase in hardware support and other
services revenues. Cost of hardware support and other services revenues
decreased in fiscal 2020 compared to fiscal 2019, primarily due to the favorable
impact of cost savings initiatives, and the decrease in hardware support and
other services revenues. Costs represented 27%, 27% and 29% of hardware support
and other services revenues for fiscal 2021, 2020 and 2019, respectively.





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 2021 totaled $2,882 million, or 50% of net revenues,
remaining relatively flat in percentage points as compared to fiscal 2020. Sales
and marketing, research and development, and general and administrative expenses
for fiscal 2020 totaled $2,695 million, or 50% of net revenues, representing an
increase of five percentage points compared to fiscal 2019, primarily due to
lower net revenues in 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 $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.

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Total compensation costs included in operating expenses decreased $22 million,
or 1% during fiscal 2020 compared to fiscal 2019, primarily due to lower
incentive compensation expenses, partially offset by higher salaries, reflecting
a 3% increase in average headcount.

Sales and Marketing (in millions, except percentages):





                                                          Fiscal Year
                                  2021        2020        % Change       2019        % Change
Sales and marketing expenses     $ 1,744     $ 1,585             10 %   $ 1,657             (4 )%




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 2021 to      Fiscal 2020 to
                                                      Fiscal 2020         Fiscal 2019
Compensation costs                                                9                  (1 )
Commissions                                                       3                  (2 )
Advertising and marketing promotional expense                     1                   -
Travel and entertainment                                         (4 )                 -
Other                                                             1                  (1 )
Total change                                                     10                  (4 )




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. Advertising and marketing
promotional expense increased in fiscal 2021 compared to fiscal 2020, primarily
due to higher spending levels on certain projects. Travel and entertainment
spend decreased significantly due to the ongoing COVID-19 pandemic.

The decrease in compensation costs in fiscal 2020 compared to fiscal 2019
reflects a slight reduction in average headcount, while the decrease in
commissions expense was primarily due to lower performance against sales goals.
We incurred $3 million of non-recurring expenses in fiscal 2020, primarily due
to the cancellation of a major sales event, as a direct result of the COVID-19
pandemic.

Research and Development (in millions, except percentages):





                                                           Fiscal Year
                                      2021      2020      % Change      2019      % Change
Research and development expenses     $ 881     $ 847             4 %   $ 827             2 %




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 2021 to       Fiscal 2020 to
                                                      Fiscal 2020          Fiscal 2019
Compensation costs                                                7                     2
Development projects and outside services                        (1 )                   -
Facilities and IT support costs                                  (1 )                   -
Travel and entertainment                                         (1 )                   -
Total change                                                      4                     2




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 ongoing
COVID-19 pandemic.

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The increase in compensation costs during fiscal 2020 compared to fiscal 2019
was attributable to an increase in average headcount of 8%, resulting in higher
salaries and benefits expense. This increase was partially offset by lower
incentive compensation plan expense. The average headcount increase in fiscal
2020 reflected our investment in additional engineering resources to support the
expansion and enhancement of products and solutions targeted at our most
important customer and market opportunities.

General and Administrative (in millions, except percentages):





                                                              Fiscal Year
                                        2021      2020       % Change       2019       % Change
General and administrative expenses     $ 257     $ 263             (2 )%   $ 278             (5 )%




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 total change):



                                                       Fiscal 2021 to        Fiscal 2020 to
                                                        Fiscal 2020            Fiscal 2019
Compensation costs                                                     9                  (7 )
Professional and legal fees and outside services                     (14 )                 5
Litigation settlement                                                  2                   -
Facilities and IT support costs                                        1                  (3 )
Total change                                                          (2 )                (5 )




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. During the second quarter of 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 decrease in compensation costs in fiscal 2020 compared to fiscal 2019 was
primarily attributable to lower incentive compensation plan expense and lower
stock-based compensation expense. While average headcount increased in fiscal
2020 compared to fiscal 2019, salaries and benefits expense remained relatively
flat as a greater percentage of employees were located in lower cost
geographies. The increase in professional and legal fees and outside services
expense in fiscal 2020 compared to fiscal 2019 was due to higher spending levels
on projects and outside services. The decrease in facilities and IT support
costs in fiscal 2020 compared to fiscal 2019 was primarily due to lower spending
levels on IT projects.

Restructuring Charges (in millions, except percentages):



                                               Fiscal Year
                          2021      2020      % Change      2019      % Change
Restructuring charges     $  42     $  21           100 %   $  35           (40 )%


In an effort to reduce our cost structure and redirect resources to our highest
return activities, in fiscal years 2021, 2020 and 2019, we initiated a number of
business realignment plans designed to streamline our business and focus on key
strategic opportunities, resulting in aggregate reductions of our global
workforce of approximately 6% in fiscal 2021, 2% in fiscal 2020 and less than 3%
in fiscal 2019, for which we recognized aggregate charges of $42 million, $21
million and $35 million, respectively, consisting primarily of employee
severance costs. See Note 13 - 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
                                2021      2020      % Change   2019      % Change
Acquisition-related expense     $  16     $   -           NM   $   -           NM


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During fiscal 2021, we incurred $16 million of acquisition-related costs, primarily legal and consulting fees associated with our acquisition and subsequent integration of Spot Inc.

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





                                                                    Fiscal Year
                                             2021        2020       %

Change 2019 % Change Gain on sale or derecognition of assets $ (156 ) $ (38 ) 311 % $ (73 ) (48 )%




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 September 2017, we entered into an agreement to sell certain land and
buildings located in Sunnyvale, California, through two separate and independent
closings, the first of which was completed in fiscal 2018. On August 29, 2019,
the second closing occurred and we consummated the sale of the land, 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.

In February 2019, we contributed cash and other assets with a total book value
of $7 million to a newly formed joint venture with Lenovo in exchange for a
non-controlling 49% equity interest in the new entity, Lenovo NetApp Technology
Limited ("LNTL"). The value of our equity interest was $80 million, resulting in
a gain of $73 million in fiscal 2019.

Other (Expense) Income, Net (in millions, except percentages)

The components of other (expense) income, net were as follows:





                                                      Fiscal Year
                                2021      2020       % Change       2019      % Change
Interest income                 $   9     $  48            (81 )%   $  88           (45 )%
Interest expense                  (74 )     (55 )           35 %      (58 )          (5 )%
Other (expense) income, net        (4 )       6           (167 )%      17           (65 )%
Total                           $ (69 )   $  (1 )           NM      $  47            NM




NM - Not Meaningful

Interest income decreased during fiscal 2021 compared to fiscal 2020 due to both
a reduction in the size of our investment portfolio and lower yields earned on
the investments. Interest income decreased during fiscal 2020 compared to fiscal
2019, primarily due to a reduction in the size of our investment portfolio as a
result of our sale of approximately $1.0 billion of available-for-sale debt
securities in the first quarter of fiscal 2020 and net maturities over the
remainder of the year.

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. Interest expense remained relatively flat in fiscal
2020 compared to fiscal 2019 as we repaid our maturing Senior Notes, but
increased our average outstanding commercial paper balance.

In fiscal 2021, other (expense) income, 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.

Other (expense) income, net decreased during fiscal 2020 compared to fiscal
2019, primarily due to a $10 million impairment of our equity method investment
in LNTL and the net unfavorable impact of foreign exchange rate fluctuations in
fiscal 2020, partially offset by a $14 million gain we realized from the sale of
approximately $1.0 billion of available-for-sale debt securities.

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





                                                     Fiscal Year
                               2021      2020       % Change      2019       % Change
Provision for income taxes     $ 232     $ 125             86 %   $  99             26 %




Our effective tax rate for fiscal 2021 was 24.1% compared to an effective tax
rate of 13.2% for fiscal 2020. Our effective tax rate for fiscal 2021 was higher
than the prior year primarily due to the impact of taxes resulting from the
integration of acquired companies

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and a shift in jurisdictional mix of income resulting in a lower foreign rate
differential. Additionally, the fiscal 2020 tax provision 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. Our effective tax rate for fiscal 2019
of 7.8% was lower than fiscal 2020 as it included larger benefits related to
foreign profits taxed at effective rates lower than the U.S. federal statutory
rates as well as larger benefits related to stock-based compensation.





Liquidity, Capital Resources and Cash Requirements

April 30,       April 

24,


(In millions, except percentages)                      2021            2020

Cash, cash equivalents and short-term investments $ 4,596 $ 2,882 Principal amount of debt

$     2,650     $     1,673

The following is a summary of our cash flow activities:





                                                                 Fiscal Year
(In millions)                                               2021            2020
Net cash provided by operating activities                $     1,333     $  

1,060


Net cash provided by investing activities                         21        

1,269


Net cash provided by (used in) financing activities              444          (1,960 )
Effect of exchange rate changes on cash, cash
equivalents and restricted cash                                   71             (34 )
Net increase in cash, cash equivalents and restricted
cash                                                     $     1,869     $       335




As of April 30, 2021, our cash, cash equivalents and short-term investments
totaled $4.6 billion, reflecting an increase of $1.7 billion from April 24,
2020. The increase was primarily due to $2.0 billion of net proceeds from the
issuance of Senior Notes, $1.3 billion of cash provided by operating activities
and $365 million proceeds from the sale of properties in Sunnyvale, California,
partially offset by $513 million used for the extinguishment of our Senior Notes
due June 2021, $420 million used for the net repayment of commercial paper notes
with original maturities of three months or less, $350 million used for the
acquisitions of two privately-held companies, $427 million used for the payment
of dividends, $162 million in purchases of property and equipment and $125
million used to repurchase shares of our common stock. Working capital increased
by $1.9 billion to $2.5 billion as of April 30, 2021 compared to April 24, 2020
primarily due to the increases in cash, cash equivalents and short-term
investments discussed above.

Cash Flows from Operating Activities



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.

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 Services.

• Accrued expenses increased $134 million, primarily due to higher accruals for

incentive compensation plans.




During fiscal 2020, we generated cash from operating activities of $1.1 billion,
reflecting net income of $819 million, adjusted by adding non-cash depreciation
and amortization expense of $193 million and non-cash stock-based compensation
expense of $153 million and subtracting the gain on derecognition of assets of
$38 million.

Significant changes in assets and liabilities during fiscal 2020 included the following:

• Accounts receivable decreased $238 million, reflecting more favorable shipping

linearity and lower billings.

• Accounts payable decreased $117 million, reflecting the timing of payments to


    our suppliers.


  • Accrued expenses decreased $177 million, primarily due to employee
    compensation payouts related to fiscal 2019 commissions and incentive
    compensation plans that exceeded fiscal 2020 accruals.

• Long-term taxes payable decreased $163 million, primarily due to resolution of

income tax matters and transition taxes associated with U.S. tax reform.




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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, shipment 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 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 to acquire two privately-held companies and $162 million for
capital expenditures.

During fiscal 2020, we generated $1.4 billion from maturities and sales of
investments in available-for-sale debt securities, net of purchases and paid
$124 million for capital expenditures. Additionally, we received $96 million for
the sale of land in Sunnyvale, California and paid $73 million to acquire two
privately-held companies.

Cash Flows from Financing Activities



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.

During fiscal 2020, we used $1.4 billion for the purchase of 25 million shares
of our common stock, $439 million for the payment of dividends and $400 million
for the repayment of our Senior Notes due September 2019. These purchases and
payments were partially offset by $273 million in proceeds from the issuance of
commercial paper notes, net and $102 million in proceeds from the issuance of
common stock under employee common stock award plans.

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 30, 2021 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 30,       April 24,
                               2021            2020
Cash and cash equivalents   $     4,529     $     2,658
Short-term investments               67             224
Total                       $     4,596     $     2,882




As of April 30, 2021 and April 24, 2020, $2.5 billion 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 $2.1 billion and $0.4
billion, respectively, were available in the U.S. The Tax Cuts and Jobs Act
(TCJA) enacted into law in December 2017 imposed a one-time transition tax on
substantially all accumulated foreign earnings through December 31, 2017, and
generally allows companies to make distributions of foreign earnings without
incurring additional federal taxes. As a part of the recognition of the impacts
of the TCJA, we reviewed our projected global cash requirements and determined
that certain historical and future foreign earnings were no longer indefinitely
reinvested.

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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.

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 30,
2021.

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 30, 2021 (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 9 - 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 30,
2021.

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 30, 2021, we were compliant with all associated
covenants in the agreement. No amounts were drawn against this credit facility
during any of the periods presented.

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 2022 to be between $225 million and $250 million.

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Dividends and Stock Repurchase Program



On May 28, 2021, we declared a cash dividend of $0.50 per share of common stock,
payable on July 28, 2021 to holders of record as of the close of business on
July 9, 2021.

As of April 30, 2021, our Board of Directors had authorized the repurchase of up
to $13.6 billion of our common stock under our stock repurchase program, and on
May 28, 2021 authorized the repurchase of an additional $500 million of our
common stock. 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 30, 2021, we repurchased a total of 340 million shares of our
common stock at an average price of $39.02 per share, for an aggregate purchase
price of $13.3 billion. As of April 30, 2021, the remaining authorized amount
for stock repurchases under this program was $0.3 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 $800 million at April 30, 2021, of which $584
million is due in fiscal 2022, 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 $102 million
and $59 million of receivables during fiscal 2021 and 2020, 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 30, 2021 and April 24, 2020, 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 30, 2021, 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.

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 18 - Commitments
and Contingencies of the Notes to Consolidated Financial Statements.

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