e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
July 30,
2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number 0-27130
NetApp, Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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77-0307520
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(State or other jurisdiction
of
incorporation or organization)
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(IRS Employer
Identification No.)
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495 East
Java Drive,
Sunnyvale, California 94089
(Address
of principal executive offices, including zip
code)
Registrants telephone number, including area code:
(408) 822-6000
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(a
Rule 12b-2
of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
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Class
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Outstanding at August 13, 2010
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Common Stock
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357,081,286
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TABLE OF
CONTENTS
TRADEMARKS
©
Copyright 2010 NetApp, Inc. All rights reserved. No portions of
this document may be reproduced without prior written consent of
NetApp, Inc. NetApp, the NetApp logo, Go further, faster,
DataFabric, Data ONTAP, FAServer, FilerView, FlexCache,
FlexClone, FlexShare, FlexVol, MultiStore, NearStore, Network
Appliance, SecureShare, SnapDrive, SnapLock, SnapManager,
SnapMirror, SnapRestore, Snapshot, SnapVault, and WAFL are
trademarks or registered trademarks of NetApp, Inc. in the
United States
and/or other
countries. Windows is a registered trademark of Microsoft
Corporation. Linux is a registered trademark of Linus Torvalds.
UNIX is a registered trademark of The Open Group. All other
brands or products are trademarks or registered trademarks of
their respective holders and should be treated as such.
2
PART I.
FINANCIAL INFORMATION
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Item 1.
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Condensed
Consolidated Financial Statements (Unaudited)
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NETAPP,
INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
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July 30,
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April 30,
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2010
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2010
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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1,612.0
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$
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1,705.0
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Short-term investments
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2,308.9
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2,019.0
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Accounts receivable, net of allowances of $1.8 million and
$1.6 million at July 30 and April 30, 2010,
respectively
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372.5
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471.5
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Inventories
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90.4
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112.9
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Other current assets
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210.4
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228.7
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Total current assets
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4,594.2
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4,537.1
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Property and Equipment, Net
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825.4
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804.4
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Goodwill
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737.0
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681.0
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Other Intangible Assets, Net
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43.2
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25.1
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Long-Term Investments and Restricted Cash
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71.2
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72.8
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Other Non-Current Assets
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374.8
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374.0
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$
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6,645.8
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$
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6,494.4
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current Liabilities:
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Accounts payable
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$
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149.9
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$
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184.6
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Accrued compensation and related benefits
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188.8
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379.1
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Other current liabilities
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199.9
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212.2
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Short-term deferred revenue
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1,126.8
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1,135.1
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Total current liabilities
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1,665.4
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1,911.0
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1.75% Convertible Senior Notes Due 2013
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1,113.4
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1,101.5
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Other Long-Term Liabilities
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196.1
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171.9
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Long-Term Deferred Revenue
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821.0
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779.5
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3,795.9
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3,963.9
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Commitments and Contingencies (Note 15)
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Stockholders Equity:
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Common stock, 461.2 million and 451.6 million shares
issued at July 30 and April 30, 2010
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0.5
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0.5
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Additional paid-in capital
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3,629.3
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3,453.7
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Treasury stock at cost (104.3 million shares at July 30 and
April 30, 2010)
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(2,927.4
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(2,927.4
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Retained earnings
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2,142.7
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2,000.9
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Accumulated other comprehensive income
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4.8
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2.8
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Total stockholders equity
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2,849.9
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2,530.5
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$
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6,645.8
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$
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6,494.4
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See accompanying notes to condensed consolidated financial
statements.
3
NETAPP,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(In millions, except per share amounts)
(Unaudited)
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Three Months Ended
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July 30,
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July 31,
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2010
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2009
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Revenues:
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Product
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$
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720.8
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$
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478.2
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Software entitlements and maintenance
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174.7
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165.3
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Service
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242.3
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194.4
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Net revenues
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1,137.8
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837.9
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Cost of Revenues:
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Cost of product
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307.7
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212.5
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Cost of software entitlements and maintenance
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3.4
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3.1
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Cost of service
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102.3
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99.8
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Total cost of revenues
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413.4
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315.4
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Gross profit
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724.4
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522.5
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Operating Expenses:
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Sales and marketing
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354.2
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301.4
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Research and development
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149.5
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130.3
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General and administrative
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56.2
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59.6
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Restructuring and other charges
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0.0
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1.5
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Acquisition related (income) expense, net
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0.3
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(41.1
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Total operating expenses
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560.2
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451.7
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Income from Operations
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164.2
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70.8
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Other Expenses, Net:
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Interest income
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9.8
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8.6
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Interest expense
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(18.6
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(19.2
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Other income (expenses), net
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2.2
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(1.0
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Total other expenses, net
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(6.6
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(11.6
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Income Before Income Taxes
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157.6
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59.2
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Provision for Income Taxes
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15.8
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7.5
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Net Income
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$
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141.8
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$
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51.7
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Net Income Per share:
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Basic
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$
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0.40
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$
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0.15
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Diluted
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$
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0.38
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$
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0.15
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Shares Used in Net Income per Share Calculations:
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Basic
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352.4
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334.5
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Diluted
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374.3
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338.9
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See accompanying notes to condensed consolidated financial
statements.
4
NETAPP,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In millions)
(Unaudited)
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Three Months Ended
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July 30,
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July 31,
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2010
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2009
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Cash Flows from Operating Activities:
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Net income
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$
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141.8
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$
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51.7
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Adjustments to reconcile net income to net cash provided by
operating activities:
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Depreciation and amortization
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40.7
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43.0
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Stock-based compensation
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44.3
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52.2
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Accretion of discount and issuance costs on notes
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12.9
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13.1
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Unrealized losses on derivative activities
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10.8
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0.0
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Deferred income taxes
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7.4
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(2.1
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)
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Tax benefit (charges) from stock-based compensation
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(12.0
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)
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19.0
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Other non-cash items, net
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3.7
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0.1
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Changes in assets and liabilities:
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Accounts receivable
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100.0
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117.2
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Inventories
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22.5
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(0.4
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)
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Other operating assets
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9.9
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12.2
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Accounts payable
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(34.4
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)
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(14.5
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)
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Accrued compensation and other current liabilities
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(221.6
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)
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(230.9
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)
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Deferred revenue
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33.2
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(9.8
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)
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Other operating liabilities
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18.1
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(12.6
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)
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Net cash provided by operating activities
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177.3
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38.2
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Cash Flows from Investing Activities:
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Purchases of investments
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(726.1
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)
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(160.9
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)
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Redemptions of investments
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432.2
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394.5
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Purchases of property and equipment
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(40.2
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)
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(24.7
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)
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Acquisition of business, net of cash acquired
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(74.9
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)
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0.0
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Other investing activities, net
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0.1
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(0.4
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)
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Net cash provided by (used in) investing activities
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(408.9
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)
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208.5
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Cash Flows from Financing Activities:
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Issuance of common stock
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139.9
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33.3
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Net cash provided by financing activities
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139.9
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33.3
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Effect of Exchange Rate Changes on Cash and Cash
Equivalents
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(1.3
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)
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10.2
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Net Increase (Decrease) in Cash and Cash Equivalents
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(93.0
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)
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290.2
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Cash and Cash Equivalents:
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Beginning of period
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1,705.0
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1,494.2
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End of period
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$
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1,612.0
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$
|
1,784.4
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|
See accompanying notes to condensed consolidated financial
statements.
5
Based in Sunnyvale, California, NetApp, Inc. (we or
the Company) is a supplier of enterprise storage and
data management software and hardware products and services. Our
solutions help global enterprises meet major information
technology challenges such as managing storage growth, assuring
secure and timely information access, protecting data and
controlling costs by providing innovative solutions that
simplify the complexity associated with managing corporate data.
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2.
|
Condensed
Consolidated Financial Statements
|
Fiscal Year We operate on a 52-week or
53-week fiscal year ending on the last Friday in April. The
first three month period of fiscal 2011 was a 13 week or
91 day period, while the first three month period of fiscal
2010 was a 14 week, or 98 day period.
Basis of Presentation The accompanying
unaudited condensed consolidated financial statements have been
prepared by NetApp, Inc., and reflect all adjustments consisting
only of normal recurring adjustments which are, in the opinion
of management, necessary for a fair presentation of our
financial position, results of operations, and cash flows for
the interim periods presented. The statements have been prepared
in accordance with accounting principles generally accepted in
the United States of America (GAAP) for interim financial
information and in accordance with the instructions to
Form 10-Q
and
Rule 10-01
of
Regulation S-X.
Accordingly, they do not include all information and footnotes
required by GAAP for annual consolidated financial statements,
and should be read in conjunction with the Companys
audited consolidated financial statements as of and for the
fiscal year ended April 30, 2010 contained in the
Companys Annual Report on
Form 10-K
filed on June 18, 2010. The results of operations for the
three month period ended July 30, 2010 are not necessarily
indicative of the operating results to be expected for the full
fiscal year or future operating periods.
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|
3.
|
Significant
Accounting Policies
|
There have been no significant changes in our significant
accounting policies for the three month period ended
July 30, 2010, as compared to the significant accounting
policies described in our Annual Report on
Form 10-K
for the fiscal year ended April 30, 2010.
Recent
Accounting Standards Not Yet Effective
In October 2009, the FASB amended the accounting standards for
multiple deliverable revenue arrangements to:
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|
|
(i)
|
provide updated guidance on how the deliverables in an
arrangement should be separated, and how the consideration
should be allocated;
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(ii)
|
require an entity to allocate revenue in an arrangement using
best estimate of selling prices (BESP) of deliverables if a
vendor does not have vendor-specific objective evidence of
selling price (VSOE) or third-party evidence of selling price
(TPE);
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|
|
(iii)
|
eliminate the use of the residual method and requires an entity
to allocate revenue using the relative selling price
method; and
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|
|
(iv)
|
expands the disclosure requirements to provide both qualitative
and quantitative information about the significant judgments
made in applying the revised guidance and subsequent changes in
those judgments that may significantly affect the timing or
amount of revenue recognition.
|
In addition, in October 2009, the FASB amended the accounting
standards for revenue recognition to exclude tangible products
containing software components and non-software components that
function together to deliver the tangible products
essential functionality from the scope of the software revenue
recognition guidance. The
6
revised revenue recognition accounting standards are effective
for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010 and shall
be applied on a prospective basis. Earlier application is
permitted. We are required to adopt this standard at the
beginning of fiscal 2012, which begins on April 30, 2011.
We are assessing the impact of the new accounting standards on
our financial position and results of operations.
In July 2010, the FASB issued an accounting standard that is
intended to improve the disclosures that an entity provides
about the credit quality of its financing receivables and the
related allowance for credit losses. As a result of these
amendments, an entity is required to disaggregate by portfolio
segment or class certain existing disclosures and provide
certain new disclosures about its financing receivables and
related allowance for credit losses. The disclosures as of the
end of a reporting period are effective for interim and annual
reporting periods ending on or after December 15, 2010. We
do not expect the new standard to have a material impact on our
financial statements.
Use of Estimates The preparation of
the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of
America (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Such
estimates include, but are not limited to, revenue recognition,
reserve and allowances; inventory valuation and purchase order
accruals; valuation of goodwill and intangibles; restructuring
reserves; product warranties; self-insurance; stock-based
compensation; loss contingencies; investment impairments; income
taxes, and fair value measurements. Actual results could differ
from those estimates.
|
|
4.
|
Statements
of Cash Flows
|
Supplemental cash flows and noncash investing and financing
activities are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment on account
|
|
$
|
20.3
|
|
|
$
|
8.8
|
|
Acquisition of property and equipment through long-term financing
|
|
$
|
12.6
|
|
|
$
|
0.0
|
|
Options assumed for acquired business
|
|
$
|
3.3
|
|
|
$
|
0.0
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
8.1
|
|
|
$
|
9.0
|
|
Income taxes refunded
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
Interest paid on debt
|
|
$
|
11.1
|
|
|
$
|
11.1
|
|
We recognize identifiable assets acquired and the liabilities
assumed at their acquisition date fair values. Goodwill as of
the acquisition date is measured as the excess of consideration
transferred over the net of the acquisition date fair values of
the assets acquired and the liabilities assumed. While we use
our best estimates and assumptions as a part of the purchase
price allocation process to accurately value assets acquired and
liabilities assumed at the acquisition date, our estimates are
inherently uncertain and subject to refinement. As a result,
during the measurement period, which may be up to one year from
the acquisition date, we record adjustments to the assets
acquired and liabilities assumed, with the corresponding offset
to goodwill to the extent that we identify adjustments to the
preliminary purchase price allocation. Upon the conclusion of
the measurement period or final determination of the values of
assets acquired or liabilities assumed, whichever comes first,
any subsequent adjustments are recorded to our Consolidated
Statements of Operations.
Bycast
Acquisition
On May 13, 2010, NetApp completed its acquisition of Bycast
Inc. (Bycast), a privately held company headquartered in
Vancouver, Canada. Bycast develops and sells software designed
to manage petabyte-scale,
7
globally distributed repositories of images, video and records
for enterprises and service providers. The acquisition extends
our position in unified storage by adding an object-based
storage software offering, which simplifies the task of
large-scale storage and improves the ability to search and
locate data objects.
We acquired 100% of the outstanding shares of Bycast for a
purchase price of $80.5 million in cash, including
$13.1 million, which was placed in an escrow account to
secure Bycasts obligations under certain indemnity
provisions. Subject to any claims for indemnity, the escrow
funds will be released 18 months from the closing date of
the acquisition. In addition, we assumed all of the then
outstanding options to purchase Bycast common stock, and
converted those into options to purchase approximately
0.2 million shares of our common stock. The results of
operations of Bycast are included in our Condensed Consolidated
Statements of Operations beginning May 13, 2010, the
closing date of the acquisition.
The following table summarizes the purchase price (in millions):
|
|
|
|
|
Cash
|
|
$
|
80.5
|
|
Fair value of vested options assumed
|
|
|
3.3
|
|
|
|
|
|
|
Total initial purchase price
|
|
$
|
83.8
|
|
|
|
|
|
|
The fair value of the assumed options was determined using a
Black-Scholes valuation model.
The purchase price as shown in the table above was allocated to
Bycasts net tangible and intangible assets based on
various fair value estimates and analyses, including work
performed by third-party valuation specialists (in millions):
|
|
|
|
|
Cash
|
|
$
|
5.7
|
|
Tangible assets
|
|
|
3.8
|
|
Deferred revenue and other liabilities
|
|
|
(1.4
|
)
|
Identified intangible assets
|
|
|
23.6
|
|
Deferred income taxes
|
|
|
(3.9
|
)
|
Goodwill
|
|
|
56.0
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
83.8
|
|
|
|
|
|
|
Goodwill is not deductible for income tax purposes.
Adjustments may be made to the allocation of the purchase price
during the measurement period to reflect adjustments to deferred
taxes related to the acquisition. The identified intangible
assets, which are amortized on a straight-line basis over their
estimated useful lives, consisted of the following (in millions,
except useful life):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life (Years)
|
|
|
Developed technology
|
|
$
|
18.0
|
|
|
|
5
|
|
Customer relationships
|
|
|
4.7
|
|
|
|
3
|
|
Trademarks and trade names
|
|
|
0.7
|
|
|
|
5
|
|
Other
|
|
|
0.2
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
Total identified intangible assets
|
|
$
|
23.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma results of operations have not been presented because
the acquisition was not material to our results of operations.
Termination
of Proposed Merger with Data Domain, Inc.
In July 2009, a proposed merger between us and Data Domain, Inc.
(Data Domain) was terminated by Data Domains Board of
Directors and, pursuant to the terms of the agreement, Data
Domain paid us a $57.0 million termination fee. We incurred
$15.9 million of incremental third-party costs relating to
the terminated merger transaction during the same period,
resulting in a net amount of $41.1 million which is
included in acquisition related income (expense), net in the
consolidated statement of operations.
8
|
|
6.
|
Goodwill
and Purchased Intangible Assets
|
Activity related to goodwill and identified purchased intangible
assets for the three months ended July 30, 2010 consisted
of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identified
|
|
|
|
|
|
|
Intangible
|
|
|
|
Goodwill
|
|
|
Assets
|
|
|
April 30, 2010
|
|
$
|
681.0
|
|
|
$
|
25.1
|
|
Additions related to acquisition
|
|
|
56.0
|
|
|
|
23.6
|
|
Amortization
|
|
|
0.0
|
|
|
|
(5.5
|
)
|
|
|
|
|
|
|
|
|
|
July 30, 2010
|
|
$
|
737.0
|
|
|
$
|
43.2
|
|
|
|
|
|
|
|
|
|
|
Identified intangible assets are summarized as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 30, 2010
|
|
|
April 30, 2010
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross Assets
|
|
|
Amortization
|
|
|
Net Assets
|
|
|
Gross Assets
|
|
|
Amortization
|
|
|
Net Assets
|
|
|
Identified Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Existing technology
|
|
$
|
93.1
|
|
|
$
|
(59.9
|
)
|
|
$
|
33.2
|
|
|
$
|
75.1
|
|
|
$
|
(55.5
|
)
|
|
$
|
19.6
|
|
Trademarks/tradenames
|
|
|
7.1
|
|
|
|
(4.5
|
)
|
|
|
2.6
|
|
|
|
6.4
|
|
|
|
(4.3
|
)
|
|
|
2.1
|
|
Customer contracts/relationships
|
|
|
17.1
|
|
|
|
(9.7
|
)
|
|
|
7.4
|
|
|
|
12.2
|
|
|
|
(8.8
|
)
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total identified intangible assets, net
|
|
$
|
117.3
|
|
|
$
|
(74.1
|
)
|
|
$
|
43.2
|
|
|
$
|
93.7
|
|
|
$
|
(68.6
|
)
|
|
$
|
25.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for identified intangible assets is
summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
Statement of Operations
|
|
|
2010
|
|
|
2009
|
|
|
Classifications
|
|
Existing technology
|
|
$
|
4.4
|
|
|
$
|
4.7
|
|
|
Cost of product revenues
|
Trademarks/tradenames
|
|
|
0.3
|
|
|
|
0.3
|
|
|
Sales and marketing
|
Customer contracts/relationships
|
|
|
0.8
|
|
|
|
0.6
|
|
|
Sales and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5.5
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 30, 2010, future amortization expense related to
identifiable intangible assets was as follows (in millions):
|
|
|
|
|
Fiscal Year
|
|
Amount
|
|
|
Remainder of 2011
|
|
$
|
11.1
|
|
2012
|
|
|
12.6
|
|
2013
|
|
|
10.3
|
|
2014
|
|
|
4.4
|
|
2015 and thereafter
|
|
|
4.8
|
|
|
|
|
|
|
Total
|
|
$
|
43.2
|
|
|
|
|
|
|
9
Cash
and Cash Equivalents (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Cash
|
|
$
|
121.3
|
|
|
$
|
187.8
|
|
Cash equivalents
|
|
|
1,490.7
|
|
|
|
1,517.2
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,612.0
|
|
|
$
|
1,705.0
|
|
|
|
|
|
|
|
|
|
|
Inventories
(in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Purchased components
|
|
$
|
8.2
|
|
|
$
|
9.4
|
|
Work-in-process
|
|
|
0.2
|
|
|
|
0.2
|
|
Finished goods
|
|
|
82.0
|
|
|
|
103.3
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
90.4
|
|
|
$
|
112.9
|
|
|
|
|
|
|
|
|
|
|
Other
Current Assets (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Deferred tax assets
|
|
$
|
52.4
|
|
|
$
|
69.6
|
|
Prepaid expenses and other current assets
|
|
|
154.1
|
|
|
|
157.0
|
|
Short-term restricted cash
|
|
|
3.9
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
210.4
|
|
|
$
|
228.7
|
|
|
|
|
|
|
|
|
|
|
Property
and Equipment (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Land
|
|
$
|
204.7
|
|
|
$
|
204.7
|
|
Buildings and building improvements
|
|
|
395.2
|
|
|
|
394.8
|
|
Leasehold improvements
|
|
|
75.0
|
|
|
|
73.7
|
|
Computer, production, engineering and other
|
|
|
|
|
|
|
|
|
equipment and purchased software
|
|
|
669.3
|
|
|
|
628.6
|
|
Furniture
|
|
|
62.6
|
|
|
|
63.2
|
|
Construction-in-process
|
|
|
43.8
|
|
|
|
37.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,450.6
|
|
|
|
1,402.0
|
|
Accumulated depreciation and amortization
|
|
|
(625.2
|
)
|
|
|
(597.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
825.4
|
|
|
$
|
804.4
|
|
|
|
|
|
|
|
|
|
|
10
Long
Term Investments and Restricted Cash (in
millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Auction rate securities
|
|
$
|
67.4
|
|
|
$
|
69.0
|
|
Nonmarketable securities
|
|
|
1.4
|
|
|
|
1.4
|
|
Restricted cash
|
|
|
2.4
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
71.2
|
|
|
$
|
72.8
|
|
|
|
|
|
|
|
|
|
|
Other
Non-Current Liabilities (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Liability for uncertain tax positions
|
|
$
|
123.8
|
|
|
$
|
122.4
|
|
Warranty
|
|
|
14.1
|
|
|
|
13.7
|
|
Other
|
|
|
58.2
|
|
|
|
35.8
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
196.1
|
|
|
$
|
171.9
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
Financial
Instruments and Fair Value
|
The accounting guidance for fair value measurements provides a
framework for measuring fair value on either a recurring or
nonrecurring basis whereby inputs, used in valuation techniques,
are assigned a hierarchical level. The following are the
hierarchical levels of inputs to measure fair value:
Level 1: Observable inputs that reflect
quoted prices (unadjusted) for identical assets or liabilities
in active markets.
Level 2: Inputs reflect quoted prices for
identical assets or liabilities in markets that are not active;
quoted prices for similar assets or liabilities in active
markets; inputs other than quoted prices that are observable for
the assets or liabilities; or inputs that are derived
principally from or corroborated by observable market data by
correlation or other means.
Level 3: Unobservable inputs reflecting
our own assumptions incorporated in valuation techniques used to
determine fair value. These assumptions are required to be
consistent with market participant assumptions that are
reasonably available.
We consider an active market to be one in which transactions for
the asset or liability occur with sufficient frequency and
volume to provide pricing information on an ongoing basis, and
view an inactive market as one in which there are few
transactions for the asset or liability, the prices are not
current, or price quotations vary substantially either over time
or among market makers. Where appropriate, our own or the
counterpartys non-performance risk is considered in
determining the fair values of liabilities and assets,
respectively.
11
Investments
The following is a summary of investments at July 30, 2010
and April 30, 2010 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 30, 2010
|
|
|
April 30, 2010
|
|
|
|
|
|
|
Gross Unrealized
|
|
|
Estimated
|
|
|
|
|
|
Gross Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Corporate bonds
|
|
$
|
1,448.3
|
|
|
$
|
7.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
1,454.0
|
|
|
$
|
1,128.1
|
|
|
$
|
3.4
|
|
|
$
|
(1.8
|
)
|
|
$
|
1,129.7
|
|
Auction rate securities
|
|
|
70.8
|
|
|
|
0.5
|
|
|
|
(3.9
|
)
|
|
|
67.4
|
|
|
|
71.6
|
|
|
|
0.7
|
|
|
|
(3.3
|
)
|
|
|
69.0
|
|
U.S. agency securities
|
|
|
712.7
|
|
|
|
1.6
|
|
|
|
0.0
|
|
|
|
714.3
|
|
|
|
775.4
|
|
|
|
1.7
|
|
|
|
(0.1
|
)
|
|
|
777.0
|
|
U.S. treasuries
|
|
|
5.1
|
|
|
|
0.1
|
|
|
|
0.0
|
|
|
|
5.2
|
|
|
|
41.5
|
|
|
|
0.4
|
|
|
|
0.0
|
|
|
|
41.9
|
|
Commercial paper
|
|
|
203.4
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
203.4
|
|
|
|
215.9
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
215.9
|
|
Municipal bonds
|
|
|
1.5
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1.5
|
|
|
|
1.5
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1.5
|
|
Certificates of deposit
|
|
|
64.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
64.0
|
|
|
|
159.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
159.0
|
|
Money market funds
|
|
|
1,357.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1,357.2
|
|
|
|
1,211.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1,211.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt and equity securities
|
|
|
3,863.0
|
|
|
|
9.6
|
|
|
|
(5.6
|
)
|
|
|
3,867.0
|
|
|
|
3,604.2
|
|
|
|
6.2
|
|
|
|
(5.2
|
)
|
|
|
3,605.2
|
|
Less cash equivalents
|
|
|
1,490.7
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1,490.7
|
|
|
|
1,517.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1,517.2
|
|
Less long-term investments
|
|
|
70.8
|
|
|
|
0.5
|
|
|
|
(3.9
|
)
|
|
|
67.4
|
|
|
|
71.6
|
|
|
|
0.7
|
|
|
|
(3.3
|
)
|
|
|
69.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term investments
|
|
$
|
2,301.5
|
|
|
$
|
9.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
2,308.9
|
|
|
$
|
2,015.4
|
|
|
$
|
5.5
|
|
|
$
|
(1.9
|
)
|
|
$
|
2,019.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the contractual maturities of our
debt investments as of July 30, 2010 (in millions):
|
|
|
|
|
|
|
|
|
Debt Investment Maturities
|
|
Cost
|
|
|
Fair Value
|
|
|
Due in one year or less
|
|
$
|
740.9
|
|
|
$
|
742.0
|
|
Due in one through five years
|
|
|
1,694.0
|
|
|
|
1,700.4
|
|
Due in five through ten years
|
|
|
0.0
|
|
|
|
0.0
|
|
Due after ten years*
|
|
|
70.9
|
|
|
|
67.4
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,505.8
|
|
|
$
|
2,509.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Consists of auction rate securities which have contractual
maturities of greater than 10 years. |
12
Fair
Value of Financial Instruments
The following table summarizes our financial assets and
liabilities measured at fair value on a recurring basis as of
July 30, 2010 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
1,454.0
|
|
|
$
|
0.0
|
|
|
$
|
1,454.0
|
|
|
$
|
0.0
|
|
U.S. agency securities
|
|
|
714.3
|
|
|
|
0.0
|
|
|
|
714.3
|
|
|
|
0.0
|
|
U.S. Treasuries
|
|
|
5.2
|
|
|
|
5.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Municipal bonds
|
|
|
1.5
|
|
|
|
0.0
|
|
|
|
1.5
|
|
|
|
0.0
|
|
Commercial paper
|
|
|
203.4
|
|
|
|
0.0
|
|
|
|
203.4
|
|
|
|
0.0
|
|
Certificates of deposit
|
|
|
64.0
|
|
|
|
0.0
|
|
|
|
64.0
|
|
|
|
0.0
|
|
Money market funds
|
|
|
1,357.2
|
|
|
|
1,357.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Auction rate securities
|
|
|
67.4
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
67.4
|
|
Equity securities
|
|
|
16.4
|
|
|
|
16.4
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Investment in privately-held companies
|
|
|
1.4
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1.4
|
|
Foreign currency contracts
|
|
|
0.1
|
|
|
|
0.0
|
|
|
|
0.1
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,884.9
|
|
|
$
|
1,378.8
|
|
|
$
|
2,437.3
|
|
|
$
|
68.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(11.8
|
)
|
|
$
|
0.0
|
|
|
$
|
(11.8
|
)
|
|
$
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported as (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
1,490.7
|
|
|
$
|
1,357.2
|
|
|
$
|
133.5
|
|
|
$
|
0.0
|
|
Short-term investments
|
|
|
2,308.9
|
|
|
|
5.2
|
|
|
|
2,303.7
|
|
|
|
0.0
|
|
Other current assets
|
|
|
2.4
|
|
|
|
2.3
|
|
|
|
0.1
|
|
|
|
0.0
|
|
Long-term investments
|
|
|
68.8
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
68.8
|
|
Other non-current assets
|
|
|
14.1
|
|
|
|
14.1
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,884.9
|
|
|
$
|
1,378.8
|
|
|
$
|
2,437.3
|
|
|
$
|
68.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
$
|
(11.8
|
)
|
|
$
|
0.0
|
|
|
$
|
(11.8
|
)
|
|
$
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses on our
available-for-sale
investments in corporate bonds and U.S. government agency
bonds were caused by market value declines as a result of the
recent economic environment, as well as fluctuations in market
interest rates. Because the decline in market value is
attributable to changes in market conditions and not credit
quality, and because we do not intend to sell nor are likely to
be required to sell these investments prior to a recovery of par
value, we do not consider these investments to be other-than
temporarily impaired at July 30, 2010.
As of July 30, 2010 and April 30, 2010, we had auction
rate securities (ARSs) with a par value of $73.0 million
and $73.8 million, respectively, and an estimated fair
value of $67.4 million and $69.0 million,
respectively, which are classified as long-term investments. All
of our ARSs are backed by pools of student loans guaranteed by
the U.S. Department of Education. As of July 30, 2010,
we recorded cumulative temporary losses of $3.4 million
within
13
Accumulated Other Comprehensive Income (AOCI). We estimated the
fair value for each individual ARS using an income (discounted
cash flow) approach that incorporates both observable and
unobservable inputs to discount the expected future cash flows.
Based on our ability to access our cash and other short-term
investments, our expected operating cash flows, and our other
sources of cash, we do not intend to sell these investments
prior to recovery of value. We will continue to monitor our ARS
investments in light of the current debt market environment and
evaluate our accounting for these investments.
The table below provides a reconciliation of the beginning and
ending balance of our Level 3 financial assets measured at
fair value on a recurring basis using significant unobservable
inputs as of July 30, 2010 (in millions).
|
|
|
|
|
|
|
|
|
|
|
Auction Rate
|
|
|
Private Equity
|
|
|
|
Securities
|
|
|
Fund
|
|
|
Balance at April 30, 2010
|
|
$
|
69.0
|
|
|
$
|
1.4
|
|
Total unrealized losses included in other comprehensive income
|
|
|
(0.8
|
)
|
|
|
0.0
|
|
Purchases, sales and settlements, net
|
|
|
(0.8
|
)
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Balance at July 30, 2010
|
|
$
|
67.4
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
Financing
Arrangements
|
1.75% Convertible
Senior Notes Due 2013
On June 10, 2008, we issued $1,265.0 million aggregate
principal amount of 1.75% Convertible Senior Notes due 2013
(the Notes). The Notes are unsecured, unsubordinated obligations
of the Company. Interest is payable in cash semi-annually at a
rate of 1.75% per annum. The Notes will mature on June 1,
2013 unless repurchased or converted in accordance with their
terms prior to such date. The Notes may be converted, under the
conditions specified in the indenture governing the Notes, based
on an initial conversion rate of 31.40 shares of common
stock per $1,000 principal amount of Notes (which represents an
initial effective conversion price of the Notes of approximately
$31.85 per share), subject to adjustment as described in the
indenture governing the Notes.
As of July 30, 2010, none of the conditions allowing the
holders of the Notes to convert had been met and we had not
issued any shares related to the Notes. Based on the closing
price of our common stock of $42.30 on July 30, 2010, the
if-converted value of our Notes exceeded their principal amount
by approximately $415.1 million.
The following table reflects the carrying value of our
convertible debt (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
1.75% Convertible Notes Due 2013
|
|
$
|
1,265.0
|
|
|
$
|
1,265.0
|
|
Less: Unamortized discount
|
|
|
(151.6
|
)
|
|
|
(163.5
|
)
|
|
|
|
|
|
|
|
|
|
Net long-term carrying amount of Notes
|
|
$
|
1,113.4
|
|
|
$
|
1,101.5
|
|
|
|
|
|
|
|
|
|
|
The following table presents the amount of interest cost
recognized at an effective interest rate of 6.31% relating to
both the contractual interest coupon and the amortization of the
discount and issuance costs (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Contractual interest coupon
|
|
$
|
5.5
|
|
|
$
|
5.9
|
|
Amortization of debt discount
|
|
|
11.9
|
|
|
|
12.1
|
|
Amortization of issuance costs
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
Total interest expenses recognized
|
|
$
|
18.4
|
|
|
$
|
19.0
|
|
|
|
|
|
|
|
|
|
|
14
The following table reflects the remaining debt discount and
issuance cost as of July 30, 2010 (in millions):
|
|
|
|
|
Remaining debt discount
|
|
$
|
151.6
|
|
Remaining issuance costs
|
|
$
|
13.1
|
|
Remaining life of the Notes (years)
|
|
|
2.8
|
|
Note
Hedges and Warrants
Concurrent with the issuance of the Notes, we purchased note
hedges and sold warrants. The separate note hedge and warrants
transactions are structured to reduce the potential future
economic dilution associated with the conversion of the Notes.
|
|
|
|
|
Note Hedges. As of July 30, 2010 and
April 30, 2010, we have transactions with counterparties to
buy up to approximately 31.8 million shares, subject to
anti-dilution adjustments, of our common stock at a price of
$31.85 per share, subject to adjustment. The note hedge
transactions will expire at the earlier of (1) the last day
on which any Notes remain outstanding and (2) the scheduled
trading day immediately preceding the maturity date of the Notes.
|
|
|
|
Warrants. As of July 30, 2010 and
April 30, 2010, we have outstanding warrants to acquire,
subject to anti-dilution adjustments, 39.7 million shares
of our common stock at an exercise price of $41.28 per share,
subject to adjustment, on a series of days commencing on
September 3, 2013. Upon exercise of the warrants, we have
the option to deliver cash or shares of our common stock equal
to the difference between the then market price and the strike
price of the warrants.
|
As of July 30, 2010 we are subject to potential dilution on
the 20% unhedged portion of our Notes upon conversion if on the
date of conversion the per-share market price of our common
stock exceeds the conversion price of $31.85.
Fair
Value of Notes
As of July 30, 2010, the approximate fair value of the
principal amount of our Notes, which includes the debt and
equity components, was approximately $1.7 billion, or 136%
of the face value of the Notes, based upon quoted market
information.
Other
Long-Term Financing Arrangements
The following presents the amounts due under other long-term
financing arrangements (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Other long-term financing arrangements
|
|
$
|
12.6
|
|
|
$
|
0.0
|
|
Less: amounts due in one year
|
|
|
(5.1
|
)
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Long-term financing arrangements, less current portion
|
|
$
|
7.5
|
|
|
$
|
0.0
|
|
|
|
|
|
|
|
|
|
|
15
Stock
Options
A summary of the combined activity under our stock option plans
and agreements is as follows (in millions, except for per share
information and term):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Numbers of
|
|
|
Average
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
Term (Years)
|
|
|
Value
|
|
|
Outstanding at April 30, 2010
|
|
|
35.2
|
|
|
$
|
23.02
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
1.7
|
|
|
|
37.82
|
|
|
|
|
|
|
|
|
|
Options assumed in acquisition
|
|
|
0.2
|
|
|
|
16.56
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(6.0
|
)
|
|
|
21.31
|
|
|
|
|
|
|
|
|
|
Options forfeitures and cancellations
|
|
|
(0.3
|
)
|
|
|
32.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at July 30, 2010
|
|
|
30.8
|
|
|
$
|
23.99
|
|
|
|
4.59
|
|
|
$
|
568.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest as of July 30, 2010
|
|
|
29.1
|
|
|
$
|
23.86
|
|
|
|
4.51
|
|
|
$
|
541.2
|
|
Exercisable at July 30, 2010
|
|
|
17.5
|
|
|
$
|
23.19
|
|
|
|
3.73
|
|
|
$
|
339.1
|
|
Additional information related to our stock options is
summarized below (in millions, except per share information):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Weighted-average fair value per share granted
|
|
$
|
13.36
|
|
|
$
|
7.59
|
|
Weighted-average fair value per share of options assumed in
acquisition
|
|
$
|
21.15
|
|
|
|
n/a
|
|
Intrinsic value of options exercised
|
|
$
|
110.5
|
|
|
$
|
4.1
|
|
Proceeds received from the exercise of stock options
|
|
$
|
127.6
|
|
|
$
|
13.0
|
|
Fair value of options vested
|
|
$
|
28.0
|
|
|
$
|
46.0
|
|
There was $102.4 million of total unrecognized compensation
expense as of July 30, 2010 related to options. The
unrecognized compensation expense will be amortized on a
straight-line basis over a weighted-average remaining period of
2.8 years.
The following table summarizes activity related to our RSUs (in
millions, except the fair value):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Numbers of
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Outstanding at April 30, 2010
|
|
|
9.0
|
|
|
$
|
23.93
|
|
RSUs granted
|
|
|
1.0
|
|
|
|
38.59
|
|
RSUs vested
|
|
|
(1.3
|
)
|
|
|
18.91
|
|
RSUs forfeitures and cancellations
|
|
|
(0.3
|
)
|
|
|
24.99
|
|
|
|
|
|
|
|
|
|
|
Outstanding at July 30, 2010
|
|
|
8.4
|
|
|
|
26.37
|
|
|
|
|
|
|
|
|
|
|
16
RSUs are converted into common stock upon the release to the
employees or directors upon vesting. Upon the vesting of
restricted stock, we primarily require the use of the net share
settlement approach and withhold a portion of the shares to
cover the applicable taxes and decrease the shares issued to the
employee by a corresponding value. The number and the value of
the shares netted for employee taxes are summarized in the table
below (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Shares withheld for taxes
|
|
|
0.5
|
|
|
|
0.3
|
|
Fair value of shares withheld
|
|
$
|
18.5
|
|
|
$
|
5.2
|
|
As of July 30, 2010, there was $158.1 million of total
unrecognized compensation expense related to RSUs. The
unrecognized compensation expense will be amortized on a
straight-line basis over a weighted-average remaining vesting
period of 2.7 years.
Employee Stock Purchase Plan Under the
Employee Stock Purchase Plan (ESPP), employees are entitled to
purchase shares of our common stock at 85% of the fair market
value at certain specified dates over a two-year period.
Additional information related to our purchase rights issued
under the ESPP is summarized below (in millions, except per
share information):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Weighted-average fair value per right granted
|
|
$
|
11.79
|
|
|
$
|
7.07
|
|
Shares issued under the ESPP
|
|
|
2.8
|
|
|
|
2.5
|
|
Weighted average price of shares issued
|
|
$
|
11.08
|
|
|
$
|
10.38
|
|
Stock-Based
Compensation Expense
Stock-based compensation expense included in the condensed
consolidated statements of operations for the three month
periods ended July 30, 2010 and July 31, 2009,
respectively, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Cost of product revenues
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
Cost of service revenues
|
|
|
3.9
|
|
|
|
4.5
|
|
Sales and marketing
|
|
|
20.6
|
|
|
|
24.0
|
|
Research and development
|
|
|
11.1
|
|
|
|
12.7
|
|
General and administrative
|
|
|
7.8
|
|
|
|
9.8
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
44.3
|
|
|
$
|
52.2
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes stock-based compensation expense
associated with each type of award (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Employee stock options
|
|
$
|
12.9
|
|
|
$
|
29.4
|
|
RSUs and restricted stock awards
|
|
|
19.8
|
|
|
|
16.8
|
|
ESPP
|
|
|
11.6
|
|
|
|
6.1
|
|
Change in amounts capitalized in inventory
|
|
|
0.0
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
44.3
|
|
|
$
|
52.2
|
|
|
|
|
|
|
|
|
|
|
17
For the three month periods ended July 30, 2010 and
July 31, 2009, total income tax benefits (detriments)
associated with employee stock transactions and recognized in
stockholders equity were $(12.0) million and
$19.0 million, respectively.
Valuation
Assumptions
The fair value of each award is estimated on the date of grant
using the Black-Scholes option pricing model, assuming no
expected dividends and the following weighted average
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
ESPP
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Expected term in years
|
|
|
4.8
|
|
|
|
3.9
|
|
|
|
1.2
|
|
|
|
1.2
|
|
Risk-free interest rate
|
|
|
2.09
|
%
|
|
|
2.23
|
%
|
|
|
0.46
|
%
|
|
|
0.63
|
%
|
Volatility
|
|
|
38
|
%
|
|
|
44
|
%
|
|
|
39
|
%
|
|
|
45
|
%
|
Stock
Repurchase Program
Since the inception of our stock repurchase programs on
May 13, 2003 through July 30, 2010, we have purchased
a total of 104.3 million shares of our common stock at an
average price of $28.06 per share for an aggregate purchase
price of $2.9 billion. As of July 30, 2010, our Board
of Directors had authorized the repurchase of up to
$4.0 billion of common stock under various stock repurchase
programs, and $1.1 billion remains available under these
authorizations. The stock repurchase programs may be suspended
or discontinued at any time.
During the three month period ended July 30, 2010, we did
not repurchase any shares of our common stock under the stock
repurchase program.
Comprehensive
Income
The components of accumulated other comprehensive income, net of
related tax effects, were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Accumulated translation adjustments
|
|
$
|
1.7
|
|
|
$
|
1.2
|
|
Accumulated unrealized gain on
available-for-sale
investments
|
|
|
3.0
|
|
|
|
0.9
|
|
Accumulated unrealized gain on derivatives qualifying as cash
flow hedges
|
|
|
0.1
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income
|
|
$
|
4.8
|
|
|
$
|
2.8
|
|
|
|
|
|
|
|
|
|
|
The components of comprehensive income were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Net income
|
|
$
|
141.8
|
|
|
$
|
51.7
|
|
Change in currency translation adjustments
|
|
|
0.5
|
|
|
|
2.4
|
|
Change in unrealized gain on
available-for-sale
investments, net of related tax effect
|
|
|
2.1
|
|
|
|
6.9
|
|
Change in unrealized loss on derivatives qualifying as cash flow
hedges
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
143.8
|
|
|
$
|
60.3
|
|
|
|
|
|
|
|
|
|
|
18
|
|
11.
|
Derivatives
and Hedging Activities
|
We use derivative instruments to manage exposures to foreign
currency risk. The maximum length of time over which forecasted
foreign denominated revenues are hedged is six months. The
notional value of our outstanding currency forward contracts
that were entered into to hedge forecasted foreign denominated
sales and our balance sheet monetary asset and liability
exposures consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
April 30,
|
|
|
2010
|
|
2010
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
Euro
|
|
$
|
97.3
|
|
|
$
|
81.0
|
|
British Pound Sterling
|
|
|
20.7
|
|
|
|
18.9
|
|
Balance Sheet Contracts
|
|
|
|
|
|
|
|
|
Euro
|
|
|
207.8
|
|
|
|
232.6
|
|
British Pound Sterling
|
|
|
48.7
|
|
|
|
57.0
|
|
Canadian Dollar
|
|
|
15.6
|
|
|
|
28.1
|
|
Australian Dollar
|
|
|
28.8
|
|
|
|
23.0
|
|
Other
|
|
|
44.3
|
|
|
|
43.6
|
|
Put Option (Euro)
|
|
|
13.0
|
|
|
|
0.0
|
|
As of July 30, 2010 and April 30, 2010, the fair value
of our short-term foreign currency contracts was not material.
Certain of these contracts are designed to hedge our exposure to
foreign monetary assets and liabilities and are not accounted
for as a hedging activity. Accordingly, changes in fair value of
these instruments are recognized in earnings during the period
of change. Net deferred gains and losses relating to changes in
fair value of its foreign currency contracts that are accounted
for as cash flow hedges were not material for any period
presented. We did not recognize any gains and losses in earnings
due to hedge ineffectiveness for any period presented. Gains and
losses related to our foreign currency forward exchange
contracts generated by hedged assets and liabilities, and the
related derivative instruments were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Gain (loss) generated by hedged assets and liabilities
|
|
$
|
(2.6
|
)
|
|
$
|
9.7
|
|
Gain (loss) on related derivative instruments
|
|
|
2.3
|
|
|
|
(11.8
|
)
|
The amount of net losses recorded in AOCI as of July 30,
2010 was not material.
Our effective tax rate for the periods presented was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Effective tax rate
|
|
|
10.0
|
%
|
|
|
12.7
|
%
|
Our effective tax rate reflects the impact of a significant
amount of our earnings being taxed in foreign jurisdictions at
rates below the U.S. statutory tax rate. As of
July 30, 2010, we had $136.3 million of unrecognized
tax benefits. We have recorded $123.8 million in other
long-term liabilities, of which $110.2 million, if
recognized, would affect our provision for income taxes.
We are currently undergoing federal income tax audits in the
United States and several foreign tax jurisdictions. The rights
to some of our intellectual property (IP) are owned
by certain of our foreign subsidiaries, and payments are made
between U.S. and foreign tax jurisdictions relating to the
use of this IP in a qualified cost sharing arrangement. In
recent years, several other U.S. companies have had their
foreign IP arrangements challenged as part of IRS examinations,
which has resulted in material proposed assessments
and/or
litigation with respect to those companies. Effective
September 27, 2007, the IRSs Large and Mid-Sized
Business Division (LMSB)
19
released a Coordinated Issues Paper (CIP) with
respect to qualified cost sharing arrangements
(CSAs). Specifically, this CIP provides guidance to
IRS personnel concerning methods that may be applied to evaluate
the arms length charge (buy-in payment) for internally
developed (pre-existing) as well as acquisition-related
intangible property that is made available to a qualified CSA.
During fiscal year 2009, we received Notices of Proposed
Adjustments from the IRS in connection with a federal income tax
audit of our fiscal 2003 and 2004 tax returns. We filed a
protest with the IRS in response to the Notices of Proposed
Adjustments and subsequently received a rebuttal from the IRS
examination team in response to our protest. We are currently in
discussions with the IRS Appeals office for further
administrative review. The Notices of Proposed Adjustments in
this audit focus primarily on issues of the timing and the
amount of income recognized and deductions taken during the
audit years and on the level of cost allocations made to foreign
operations during the audit years.
The IRS recently commenced the examination of our fiscal 2005
through 2007 federal income tax returns, and the California
Franchise Tax Board has begun the examination of our fiscal 2007
and 2008 California tax returns. The scope of each of the IRS
and California Franchise Tax Board examinations are unclear at
this time.
If upon the conclusion of these audits, the ultimate
determination of our taxes owed in the U.S. is for an
amount in excess of the tax provision we have recorded in the
applicable period or subsequently reserved for, our overall tax
expense and effective tax rate may be adversely impacted in the
period of adjustment. It is reasonably possible the company will
reach a final settlement with the IRS on the 2003
2004 audit within the next twelve months.
The following is a calculation of basic and diluted net income
per share for the periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Net Income (Numerator):
|
|
|
|
|
|
|
|
|
Net income, basic and diluted
|
|
$
|
141.8
|
|
|
$
|
51.7
|
|
Shares (Denominator):
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
352.4
|
|
|
|
334.6
|
|
Weighted average common shares outstanding subject to repurchase
|
|
|
0.0
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
Shares used in basic computation
|
|
|
352.4
|
|
|
|
334.5
|
|
Weighted average common shares outstanding subject to repurchase
|
|
|
0.0
|
|
|
|
0.1
|
|
Dilutive potential shares related to employee equity award plans
|
|
|
15.5
|
|
|
|
4.3
|
|
Dilutive impact of assumed conversion of Notes
|
|
|
6.4
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Shares used in diluted computation
|
|
|
374.3
|
|
|
|
338.9
|
|
|
|
|
|
|
|
|
|
|
Net Income per Share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.40
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.38
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
The following potential weighted average common shares have been
excluded from the diluted net income per share calculations, as
their effect would have been antidilutive (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Options and RSUs
|
|
|
5.3
|
|
|
|
44.0
|
|
Dilutive shares outstanding during the three month periods ended
July 30, 2010 and July 31, 2009 do not include any
effect resulting from the warrants issued in June 2008, and for
the three month period ended July 31,
20
2009 do not include any effect resulting from assumed conversion
of the Notes, as their impact would be anti-dilutive. The Note
hedges are not included for purposes of calculating earnings per
share, as their effect would be anti-dilutive. The Note hedges,
if exercised upon conversion of the Notes, are designed to
reduce the dilutive effect of the Notes when our stock price is
above $31.85 per share.
|
|
14.
|
Segment,
Geographic, and Significant Customer Information
|
We operate in one reportable industry segment: the design,
manufacturing, marketing, and technical support of
high-performance networked storage solutions. Our company
conducts business globally and is primarily managed on a
geographic basis. Our management reviews financial information
presented on a consolidated basis, accompanied by disaggregated
information it receives from its internal management system
about revenues by geographic region, based on the location from
which the customer relationship is managed, for purposes of
allocating resources and evaluating financial performance. We do
not allocate costs of revenues, research and development, sales
and marketing, or general and administrative expenses to our
geographic regions in this internal management system because
management does not review operations or operating results, or
make planning decisions, below the consolidated entity level.
Summarized revenues by geographic region for the three month
periods ended July 30, 2010 and July 31, 2009, based
on the our internal management system and as utilized by our
Chief Executive Officer, who is considered our Chief Operating
Decision Maker (CODM), is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Month Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Americas (United States, Canada and Latin America)*
|
|
$
|
634.0
|
|
|
$
|
482.8
|
|
Europe, Middle East and Africa
|
|
|
383.3
|
|
|
|
266.9
|
|
Asia Pacific and Japan
|
|
|
120.5
|
|
|
|
88.2
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,137.8
|
|
|
$
|
837.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Sales to the United States accounted for $565.2 million and
$439.0 million of Americas revenues in the three
month periods ended July 30, 2010 and July 31, 2009,
respectively. |
The majority of our assets, excluding cash and cash equivalents
and investments and accounts receivable, as of July 30,
2010 and April 30, 2010 were attributable to our
U.S. operations. Our total cash and cash equivalents and
investments held outside of the United States in various foreign
subsidiaries was $1.8 billion and $1.7 billion as of
July 30, 2010 and April 30, 2010, respectively, and
the remaining $2.2 billion and $2.1 billion at the
respective period ends was held in the United States.
With the exception of property and equipment, we do not identify
or allocate our long-lived assets by geographic area. The
following table presents property and equipment information for
geographic areas based on the physical location of the assets
(in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
United States
|
|
$
|
757.0
|
|
|
$
|
735.0
|
|
International
|
|
|
68.4
|
|
|
|
69.4
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment
|
|
$
|
825.4
|
|
|
$
|
804.4
|
|
|
|
|
|
|
|
|
|
|
No more than ten percent of total property and equipment was
located in any single foreign country.
International sales to single foreign countries which accounted
for ten percent or more of net revenues were as follows (in
millions):
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
|
2010
|
|
|
Germany
|
|
$
|
134.2
|
|
21
No single foreign country accounted for ten percent or more of
net revenues in the three months ended July 31, 2009.
Sales to customers, who are distributors, for the three month
periods ended July 30, 2010 and July 31, 2009, which
accounted for ten percent or more of net revenues were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
2010
|
|
2009
|
|
Arrow Electronics, Inc.
|
|
$
|
180.3
|
|
|
$
|
93.5
|
|
Avnet, Inc.
|
|
|
124.0
|
|
|
|
94.7
|
|
The following customers accounted for ten percent or more of net
accounts receivable as of July 30, 2010 and April 30,
2010 (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
April 30,
|
|
|
2010
|
|
2010
|
|
Arrow Electronics, Inc.
|
|
$
|
22.6
|
|
|
$
|
48.7
|
|
Deutsche Telekom AG.
|
|
|
41.6
|
|
|
|
n/a
|
|
|
|
15.
|
Commitments
and Contingencies
|
Lease
Commitments
Future annual minimum lease payments under all noncancelable
facilities and equipment operating leases with an initial term
in excess of one year as of July 30, 2010 totaled
$284.3 million.
Purchase
Orders and Other Commitments
In the normal course of business we make commitments to our
third party contract manufacturers, 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. We establish accruals for estimated losses on
purchased components for which we believe it is probable that
they will not be utilized in future operations. To the extent
that such forecasts are not achieved, our commitments and
associated accruals may change. We had $131.5 million in
non-cancelable purchase commitments with our contract
manufacturers as of July 30, 2010. In addition, we recorded
a liability for firm non-cancelable and unconditional purchase
commitments with contract manufacturers for quantities in excess
of our future demand forecasts through a charge to product cost
of sales. As of April 30, 2010 and April 24, 2009,
such liability amounted to $2.8 million and
$3.8 million, respectively, and is included in other
current liabilities in the consolidated balance sheets.
In addition to commitments with contract manufacturers and
component suppliers, we have open purchase orders and
contractual obligations associated with our ordinary course
business for which we have not received goods or services. We
had $321.2 million in such purchase commitments as of
July 30, 2010.
Product
Warranties
We provide customers a warranty on software of ninety days and a
warranty on hardware with terms ranging from one to three years.
Following is an analysis of our warranty reserves (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30,
|
|
|
July 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Warranty reserve at beginning of period
|
|
$
|
31.9
|
|
|
$
|
42.3
|
|
Expense accrued during the period
|
|
|
5.9
|
|
|
|
5.3
|
|
Warranty costs incurred
|
|
|
(5.7
|
)
|
|
|
(7.3
|
)
|
|
|
|
|
|
|
|
|
|
Warranty reserve at end of period
|
|
$
|
32.1
|
|
|
$
|
40.3
|
|
|
|
|
|
|
|
|
|
|
22
Financing
Guarantees
We have both nonrecourse and recourse lease financing
arrangements with third-party leasing companies through new and
preexisting relationships with customers. In addition, from time
to time we provide guarantees for a portion of other financing
arrangements under which we could be called upon to make
payments to our third-party funding companies in the event of
nonpayment by end-user customers. Under the terms of the
nonrecourse leases, we do not have any continuing obligations or
liabilities to the third-party leasing companies. Under the
terms of the 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.
Where we provide a guarantee, we defer the revenues associated
with the end-user financing arrangement in accordance with our
revenue recognition policies. As of July 30, 2010, the
maximum guaranteed payment contingencies under our financing
arrangements totaled approximately $81.1 million; and the
related deferred revenue and cost of revenues totaled
approximately $81.6 million and $9.4 million, respectively.
To date, we have not experienced material losses under our lease
financing programs or other financing arrangements.
Legal
Contingencies
We are subject to various legal proceedings and claims which may
arise in the normal course of business.
On September 5, 2007, we filed a patent infringement
lawsuit in the Eastern District of Texas seeking compensatory
damages and a permanent injunction against Sun Microsystems
(Sun). On October 25, 2007, Sun filed a counter claim
against us in the Eastern District of Texas seeking compensatory
damages and a permanent injunction. On October 29, 2007,
Sun filed a second lawsuit against us in the Northern District
of California asserting additional patents against us. The Texas
court granted a joint motion to transfer the Texas lawsuit to
the Northern District of California on November 26, 2007.
On March 26, 2008, Sun filed a third lawsuit in federal
court that extends the patent infringement charges to storage
management technology we acquired in January 2008.
In January 2010, Oracle Corporation acquired Sun. The three
lawsuits are currently in the discovery and motion phase and no
trial dates have been set, so we are unable at this time to
determine the likely outcome of these various patent
litigations. Since we are unable to reasonably estimate the
amount or range of any potential settlement, no accrual has been
recorded as of July 30, 2010.
23
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
This Quarterly Report on
Form 10-Q
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 (the Exchange Act), and is subject to the safe harbor
provisions set forth in the Exchange Act. Forward-looking
statements usually contain the words estimate,
intend, plan, predict,
seek, may, will,
should, would, could,
anticipate, expect, believe,
or similar expressions and variations or negatives of these
words. In addition, any statements that refer to expectations,
projections, or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. All forward-looking statements,
including but not limited to, statements about:
|
|
|
|
|
our future financial and operating results;
|
|
|
|
our business strategies;
|
|
|
|
managements plans, beliefs and objectives for future
operations, research and development;
|
|
|
|
acquisitions and joint ventures, growth opportunities,
investments and legal proceedings;
|
|
|
|
competitive positions;
|
|
|
|
product introductions, development, enhancements and acceptance;
|
|
|
|
economic and industry trends or trend analyses;
|
|
|
|
future cash flows and cash deployment strategies;
|
|
|
|
short-term and long-term cash requirements, including
anticipated capital expenditures;
|
|
|
|
our anticipated tax rate;
|
|
|
|
the dilutive effect of our convertible notes and associated
warrants on our earnings per share;
|
|
|
|
the conversion, maturation or repurchase of the convertible
notes;
|
|
|
|
compliance with laws, regulations and debt covenants;
|
|
|
|
the continuation of our stock repurchase program; and
|
|
|
|
the impact of completed acquisitions
|
are inherently uncertain as they are based on managements
current expectations and assumptions concerning future events,
and they are subject to numerous known and unknown risks and
uncertainties. Therefore, our actual results may differ
materially from the forward-looking statements contained herein.
Factors that could cause actual results to differ materially
from those described herein include, but are not limited to:
|
|
|
|
|
acceptance of, and demand for, our products;
|
|
|
|
the amount of orders received in future periods;
|
|
|
|
our ability to ship our products in a timely manner;
|
|
|
|
our ability to achieve anticipated pricing, cost, and gross
margins levels;
|
|
|
|
our ability to successfully manage our backlog and increase
revenue;
|
|
|
|
our ability to successfully execute on our strategy;
|
|
|
|
our ability to increase our customer base, market share and
revenue;
|
|
|
|
our ability to successfully introduce new products;
|
|
|
|
our ability to maintain the quality of our hardware, software
and services offerings;
|
|
|
|
our ability to adapt to changes in market demand;
|
|
|
|
the general economic environment and the growth of the storage
markets;
|
24
|
|
|
|
|
demand for our services and support;
|
|
|
|
our ability to identify and respond to significant market trends
and emerging standards;
|
|
|
|
the impact of industry consolidation;
|
|
|
|
our ability to successfully manage our investment in people,
process, and systems;
|
|
|
|
our ability to maintain our supplier and contract manufacturer
relationships;
|
|
|
|
the ability of our suppliers and contract manufacturers to meet
our requirements;
|
|
|
|
the ability of our competitors to introduce new products that
compete successfully with our products;
|
|
|
|
our ability to grow direct and indirect sales and to efficiently
utilize global service and support;
|
|
|
|
variability in our gross margins;
|
|
|
|
our ability to sustain
and/or
improve our cash and overall financial position;
|
|
|
|
our cash requirements and terms and availability of financing;
|
|
|
|
valuation and liquidity of our investment portfolio;
|
|
|
|
our ability to finance business acquisitions, construction
projects and capital expenditures through cash from operations
and/or
financing;
|
|
|
|
the results of our ongoing litigation, tax audits, government
audits and inquiries; and
|
|
|
|
those factors discussed under Risk Factors elsewhere
in this Quarterly Report on Form
10-Q.
|
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof and are based upon information available to us at this
time. These statements are not guarantees of future performance.
We disclaim any obligation to update information in any
forward-looking statement. Actual results could vary from our
forward looking statements due to foregoing factors as well as
other important factors, including those described in the Risk
Factors included on page 40.
Overview
Revenues for the three month period ended July 30, 2010
were $1,137.8 million, up $299.9 million or 36% from
the comparable period in the prior year. Improved revenue
performance in the first three months of fiscal 2011 was the
result of strong demand for our storage efficiency and data
management solutions, with increases in revenues across all
geographies. Gross margin percentages strengthened during the
three month period ended July 30, 2010 from the comparable
period in the prior year due largely to improvements in product
materials cost, partially offset by a decrease in the overall
average selling prices of our products.
During the three month period ended July 30, 2010, sales
and marketing, research and development, and general and
administrative expenses totaled $559.9 million, up 14% from
the prior year and reflecting the impact of an 8% increase in
average headcount. At July 30, 2010 our headcount was 8,973
compared to 8,042 at July 31, 2009. Salary and related
expenses for the three months ended July 30, 2010 were
favorably impacted by having 13 weeks in the period
compared to 14 weeks in the comparable period of the prior
year.
Critical
Accounting Estimates and Policies
Our discussion and analysis of financial condition and results
of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The preparation of such statements requires us to make
estimates and assumptions that affect the reported amounts of
revenues and expenses during the reporting period and the
reported amounts of assets and liabilities as of the date of the
financial statements. Our estimates are based on historical
experience and other assumptions that we consider to be
appropriate in the circumstances. However, actual future results
may vary from our estimates.
25
We believe the accounting policies discussed under Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report
on
Form 10-K
for the fiscal year ended April 30, 2010 are significantly
affected by critical accounting estimates and that they are both
highly important to the portrayal of our financial condition and
results and require difficult management judgments and
assumptions about matters that are inherently uncertain. There
have been no material changes to the critical accounting
policies and estimates as filed in such report.
New
Accounting Standards
See Note 3 of the accompanying condensed consolidated
financial statements for a full description of new accounting
pronouncements, including the respective expected dates of
adoption and effects on results of operations and financial
condition.
Results
of Operations
The following table sets forth certain condensed consolidated
statements of operations data as a percentage of net revenues
for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 30, 2010
|
|
|
July 31, 2009
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Product
|
|
|
63.4
|
%
|
|
|
57.1
|
%
|
Software entitlements and maintenance
|
|
|
15.3
|
|
|
|
19.7
|
|
Service
|
|
|
21.3
|
|
|
|
23.2
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
100.0
|
|
|
|
100.0
|
|
Cost of Revenues:
|
|
|
|
|
|
|
|
|
Cost of product
|
|
|
27.0
|
|
|
|
25.3
|
|
Cost of software entitlements and maintenance
|
|
|
0.3
|
|
|
|
0.4
|
|
Cost of service
|
|
|
9.0
|
|
|
|
11.9
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
63.7
|
|
|
|
62.4
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
31.2
|
|
|
|
35.9
|
|
Research and development
|
|
|
13.2
|
|
|
|
15.6
|
|
General and administrative
|
|
|
4.9
|
|
|
|
7.1
|
|
Restructuring and other charges
|
|
|
|
|
|
|
0.2
|
|
Acquisition related (income) expense, net
|
|
|
|
|
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
49.3
|
|
|
|
53.9
|
|
|
|
|
|
|
|
|
|
|
Income from Operations
|
|
|
14.4
|
|
|
|
8.5
|
|
Other Expenses, Net:
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
0.9
|
|
|
|
1.0
|
|
Interest expense
|
|
|
(1.6
|
)
|
|
|
(2.3
|
)
|
Other income (expense), net
|
|
|
0.2
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
Total Other Expenses, Net
|
|
|
(0.5
|
)
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
|
13.9
|
|
|
|
7.1
|
|
Provision for Income Taxes
|
|
|
1.4
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
12.5
|
%
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
|
26
Discussion
and Analysis of Results of Operations
Net Revenues Our net revenues for the
three month periods ended July 30, 2010 and July 31,
2009 were as follows (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Net revenues
|
|
$
|
1,137.8
|
|
|
$
|
837.9
|
|
|
|
36
|
%
|
Net revenues increased by $299.9 million, or 36%, for the
three month period ended July 30, 2010 from the comparable
period in the prior year. The increase in our net revenues was
primarily related to an increase in product revenues, which
comprised 63% of net revenues in the three months ended
July 30, 2010, compared to 57% in the three month period
ended July 31, 2009.
Sales through our indirect channels represented 69% of net
revenues for each of the three month periods ended July 30,
2010 and July 31, 2009.
The following table sets forth sales to customers, who are
distributors, who accounted for 10% or more of revenues (in
millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
% of
|
|
July 31,
|
|
% of
|
|
|
2010
|
|
Revenues
|
|
2009
|
|
Revenues
|
|
Arrow Electronics, Inc.
|
|
$
|
180.3
|
|
|
|
16
|
%
|
|
$
|
93.5
|
|
|
|
11
|
%
|
Avnet, Inc.
|
|
|
124.0
|
|
|
|
11
|
%
|
|
|
94.7
|
|
|
|
11
|
%
|
Product
Revenues (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Product revenues
|
|
$
|
720.8
|
|
|
$
|
478.2
|
|
|
|
51
|
%
|
Product revenues increased by $242.6 million, or 51%, for
the three month period ended July 30, 2010 from the
comparable period in the prior year. Our configured systems are
comprised of bundled hardware and software products. Configured
systems unit volume increased by 78%, or $193.2 million,
for the three month period ended July 30, 2010 compared to
the prior year, with the largest increase in smaller systems.
During the three month period ended July 30, 2010, large,
medium-sized and smaller systems generated approximately 25%,
52% and 23% of configured systems revenues, respectively,
compared to approximately 20%, 60% and 20%, respectively in the
prior year. Average selling prices (ASPs) declined due primarily
to lower ASPs per unit in large systems, as well as a shift in
unit mix towards smaller systems.
In addition, our net add-on hardware, software and other product
revenues accounted for a $49.4 million increase for the
three month period ended July 30, 2010 from the comparable
period in the prior year due to customers increasing the
capacity and/or functionalities of their storage systems.
Our systems are highly configurable to respond to customer
requirements in the open systems storage markets that we serve.
This wide variation in customer configurations can significantly
impact revenues, cost of revenues, and gross profit performance.
Price changes, foreign currency rates, unit volumes, customer
mix and product configuration can also impact revenues, cost of
revenues and gross profit performance. Disks are a significant
component of our storage systems. Industry disk pricing
continues to fall every year, and we pass along those price
decreases to our customers while working to maintain relatively
constant profit margins on our disk drives. While our sales
price per terabyte continues to decline, improved system
performance, increased capacity and software to manage this
increased capacity have an offsetting impact on product revenues.
27
Software
Entitlements and Maintenance Revenues (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Software entitlements and maintenance revenues
|
|
$
|
174.7
|
|
|
$
|
165.3
|
|
|
|
6
|
%
|
Software entitlements and maintenance, or SEM, revenues
increased by $9.4 million, or 6%, for the three month
period ended July 31, 2010, from the comparable period in
the prior year. The increase was the result of an increase in
the aggregate contract value of the installed base under SEM
contracts, which is recognized as revenue ratably over the terms
of the underlying contracts.
Service
Revenues (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Service revenues
|
|
$
|
242.3
|
|
|
$
|
194.4
|
|
|
|
25
|
%
|
Service revenues include hardware maintenance, professional
services and educational and training services. Service revenues
increased by $47.9 million, or 25%, for the three month
period ended July 30, 2010, from the comparable period in
the prior year. Hardware maintenance contract revenues increased
23% for the three month period ended July 30, 2010 from the
comparable period in the prior year, as a result of an increase
in the installed base under service contracts and the timing of
recognition of the related revenue. Professional services and
educational and training services revenues increased 27% for the
three month periods ended July 30, 2010 compared to the
prior year.
Revenues
by Geographic Area (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Americas (primarily the United States)
|
|
$
|
634.0
|
|
|
$
|
482.8
|
|
|
|
31
|
%
|
Europe, Middle East and Africa (EMEA)
|
|
|
383.3
|
|
|
|
266.9
|
|
|
|
44
|
%
|
Asia Pacific and Japan (APAC)
|
|
|
120.5
|
|
|
|
88.2
|
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,137.8
|
|
|
$
|
837.9
|
|
|
|
|
|
Sales to the United States accounted for 89% and 91% of
Americas revenues in the three month periods ended
July 30, 2010 and July 31, 2009, respectively. Sales
to Germany accounted for 12% of net revenues for the three month
period ended July 30, 2010, and less than 10% of net
revenues for the three month period ended July 31, 2009.
Cost
of Revenues
Our cost of revenues consists of three elements: (1) cost
of product revenues, which includes the costs of manufacturing
and shipping of our storage systems, amortization of purchased
intangible assets, inventory write-downs, and warranty costs;
(2) cost of software maintenance and entitlements, which
includes the costs of providing software entitlements and
maintenance and third party royalty costs, and (3) cost of
service, which reflects costs associated with providing support
center activities for hardware, global support partnership
programs, professional services and educational and training
services.
Our gross profits are impacted by a variety of factors including
pricing and discount practices, channel sales mix, product
configuration, revenue mix and product material costs. Service
gross profit is also typically impacted by factors such as
changes in the size of our installed base of products, as well
as the timing of support service initiations and renewals, and
incremental investments in our customer support infrastructure.
If our shipment volumes, product and services mix, average
selling prices and pricing actions that impact our gross profit
are adversely affected, whether by economic uncertainties or for
other reasons, our gross profit could decline.
28
Cost
of Product Revenues (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Cost of product revenues
|
|
$
|
307.7
|
|
|
$
|
212.5
|
|
|
|
45
|
%
|
Cost of product revenues increased by $95.2 million, or
45%, for the three month period ended July 30, 2010 from
the comparable period in the prior year. The change was
comprised of the following elements (in percentage points of the
total change):
|
|
|
|
|
|
|
Percentage Points
|
|
|
Materials costs
|
|
|
44
|
|
Excess and obsolete inventory
|
|
|
(2
|
)
|
Manufacturing overhead
|
|
|
3
|
|
|
|
|
|
|
Total change
|
|
|
45
|
|
|
|
|
|
|
The increase in materials cost reflects a 78% increase in
configured systems unit volume and an increase in unit costs of
large systems, partially offset by lower per unit costs in
medium-sized and smaller systems due to favorable materials
pricing, which we expect to continue. Average materials costs
per unit were favorably impacted by a shift in mix to smaller
systems. Our cost of product revenues was unfavorably impacted
in the three month period ended July 30, 2010 compared to
the prior year by an increase of $4.5 million in
manufacturing overhead related to increased volumes, partially
offset by a decrease of $3.4 million in write downs of
excess inventories.
Cost of product revenues represented 43% and 44% of product
revenue for the three month period ended July 30, 2010 and
July 31, 2009, respectively. The overall reduction of costs
as a percentage of revenues for the three month period ended
July 30, 2010 was the result of per unit materials cost
reductions outpacing sales price reductions.
Cost
of Software Entitlements and Maintenance Revenues (in millions,
except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Cost of software entitlements and maintenance revenues
|
|
$
|
3.4
|
|
|
$
|
3.1
|
|
|
|
10
|
%
|
Cost of SEM revenues increased by $0.3 million, or 10%, for
the three month period ended July 30, 2010 from the
comparable period in the prior year due to an increase in field
service engineering costs. Cost of SEM revenues represented 2%
of SEM revenues for each of the three month periods ended
July 30, 2010 and July 31, 2009, respectively.
Cost
of Service Revenues (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Cost of service revenues
|
|
$
|
102.3
|
|
|
$
|
99.8
|
|
|
|
3
|
%
|
Cost of service revenues increased by $2.5 million, or 3%,
for the three month period ended July 30, 2010 from the
comparable period in the prior year primarily due to increased
warranty costs associated with higher sales volumes. Costs
represented 42% and 51%, respectively, of service revenues for
the three month periods ended July 30, 2010 and
July 31, 2009, respectively.
Operating
Expenses
Sales and
Marketing, Research and Development, and General and
Administrative Expenses
Compensation costs comprise the largest component of operating
expenses. Included in compensation costs are salaries and
related benefits, stock-based compensation costs and employee
incentive compensation plan costs.
29
Compensation costs included in operating expenses increased
approximately $14.5 million, or 9%, during the three month
period ended July 30, 2010 compared to the three month
period ended July 31, 2009, primarily due to (i) a
$14.2 million increase in salaries, benefits and other
compensation related costs due to an increase in average
headcount, primarily in sales, marketing and engineering
functions, and (ii) an increase of $3.7 million in
incentive compensation expense reflecting stronger operating
performance and increased headcount during the three month
period ended July 30, 2010 compared to the same period of
the prior year, (iii) partially offset by a
$3.4 million decrease in stock based compensation. In
addition, sales and marketing expenses reflected an increase in
commissions expense of $11.8 million during the three month
period ended July 30, 2010, reflecting stronger sales
performance compared to the same period of the prior year.
Sales and
Marketing (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Sales and marketing expenses
|
|
$
|
354.2
|
|
|
$
|
301.4
|
|
|
|
18
|
%
|
Sales and marketing expense consists primarily of compensation
costs, commissions, allocated facilities and IT costs,
advertising and marketing promotional expense, and travel and
entertainment expense, and increased $52.8 million, or 18%,
for the three month period ended July 30, 2010 from the
comparable period in the prior year. This change was comprised
of the following elements (in percentage points of the total
change):
|
|
|
|
|
|
|
Percentage Points
|
|
|
Salaries
|
|
|
3
|
|
Incentive plan compensation
|
|
|
1
|
|
Stock based compensation
|
|
|
(1
|
)
|
Other compensation and benefit costs
|
|
|
2
|
|
Commissions
|
|
|
4
|
|
Travel and entertainment
|
|
|
2
|
|
Advertising and marketing promotional expense
|
|
|
1
|
|
Facilities and IT support costs
|
|
|
2
|
|
Other
|
|
|
4
|
|
|
|
|
|
|
Total change
|
|
|
18
|
|
|
|
|
|
|
The increase in salaries and related expenses reflects an
increase in sales and marketing headcount of 15% as of
July 30, 2010 compared to July 31, 2009.
Research
and Development (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Research and development expenses
|
|
$
|
149.5
|
|
|
$
|
130.3
|
|
|
|
15
|
%
|
30
Research and development expense consists primarily of
compensation costs, allocated facilities and IT costs,
depreciation and amortization, prototypes, non-recurring
engineering, or NRE charges and other outside services costs.
Research and development expenses increased $19.2 million,
or 15%, for the three month period ended July 30, 2010 from
the comparable period in the prior year. This change was
comprised of the following elements (in percentage points of the
total change):
|
|
|
|
|
|
|
Percentage Points
|
|
|
Salaries
|
|
|
4
|
|
Incentive plan compensation
|
|
|
3
|
|
Stock based compensation
|
|
|
(1
|
)
|
Facilities and IT support costs
|
|
|
3
|
|
NRE charges
|
|
|
1
|
|
Outside services
|
|
|
1
|
|
Equipment and software related costs
|
|
|
2
|
|
Other
|
|
|
2
|
|
|
|
|
|
|
Total change
|
|
|
15
|
|
|
|
|
|
|
The increase in salaries and related expenses reflects an
increase in engineering headcount of 21% as of July 30,
2010 compared to July 31, 2009.
General
and Administrative (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
General and administrative expenses
|
|
$
|
56.2
|
|
|
$
|
59.6
|
|
|
|
(6
|
)%
|
General and administrative expense consists primarily of
compensation costs, professional and corporate legal fees,
recruiting expenses, and allocated facilities and IT costs.
General and administrative expenses decreased $3.4 million,
or 6%, for the three month period ended July 30, 2010 from
the comparable period in the prior year. This change was
comprised of the following elements (in percentage points of the
total change):
|
|
|
|
|
|
|
Percentage Points
|
|
|
Incentive plan compensation
|
|
|
2
|
|
Stock based compensation
|
|
|
(3
|
)
|
Professional and corporate legal fees
|
|
|
(3
|
)
|
IT costs
|
|
|
(2
|
)
|
|
|
|
|
|
Total change
|
|
|
(6
|
)
|
|
|
|
|
|
Restructuring
and Other Charges (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Restructuring and other charges
|
|
$
|
0.0
|
|
|
$
|
1.5
|
|
|
|
(100
|
)%
|
In the three month period ended July 31, 2009, we recorded
restructuring expense of $1.5 million, primarily related to
employee severance costs associated with our fiscal 2009
restructuring plan.
Acquisition
Related (Income) Expense, Net (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Acquisition related (income) expense, net
|
|
$
|
0.3
|
|
|
$
|
(41.1
|
)
|
|
|
NM
|
|
NM Not meaningful
31
In the three months ended July 30, 2010, we incurred
$0.3 million of costs associated with our acquisition of
Bycast Inc. In the three months ended July 31, 2009, we
received a $57.0 million termination fee related to the
terminated merger transaction with Data Domain Corporation,
partially offset by $15.9 million of incremental
third-party costs.
Other
Income and Expense
Interest
Income (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Interest income
|
|
$
|
9.8
|
|
|
$
|
8.6
|
|
|
|
14
|
%
|
The increase in interest income for the three month period ended
July 30, 2010 compared to the comparable period in the
prior year was primarily due to higher levels of investments in
fiscal 2011.
Interest
Expense (in millions except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Interest expense
|
|
$
|
(18.6
|
)
|
|
$
|
(19.2
|
)
|
|
|
(3
|
)%
|
Interest expense was relatively flat for the three month period
ended July 30, 2010 compared to the comparable period in
the prior year. During the three month periods ended
July 30, 2010 and July 31, 2009, we recognized
approximately $12.9 million and $13.1 million,
respectively, in incremental non-cash interest expense from the
amortization of debt discount and issuance costs relating to our
convertible notes (the Notes). The coupon interest expense
related to the Notes was $5.5 million and $5.9 million
for the three month periods ended July 30, 2010 and
July 31, 2009, respectively.
Other
Income (Expenses), Net (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Realized gain (loss) on investments, net
|
|
$
|
2.7
|
|
|
$
|
(0.1
|
)
|
|
|
NM
|
|
Other expenses, net
|
|
|
(0.5
|
)
|
|
|
(0.9
|
)
|
|
|
(44
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
$
|
2.2
|
|
|
$
|
(1.0
|
)
|
|
|
NM
|
|
NM Not meaningful
Other income (expense), net for the three month period ended
July 30, 2010 included $2.7 million of net gains on
investments, consisting primarily of a $2.5 million
distribution from our investment in the Primary Fund. Other
expenses for the three months ended July 30, 2010 included
$0.3 million in net losses on foreign currency transactions
and related hedging activities, compared to $2.1 million
for the three months ended July 31, 2009.
Provision
for Income Taxes (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 30,
|
|
July 31,
|
|
|
|
|
2010
|
|
2009
|
|
% Change
|
|
Provision for income taxes
|
|
$
|
15.8
|
|
|
$
|
7.5
|
|
|
|
111
|
%
|
The increase in income taxes was primarily due to a 166%
increase in income before income taxes, partially offset by a
lower effective tax rate. Our effective tax rate for the three
month period ended July 30, 2010 was 10.0%, compared to an
effective tax rate of 12.7% for the three month period ended
July 31, 2009. Our effective tax rate reflects our
corporate legal entity structure and the global nature of our
business with a significant amount of our profits generated and
taxed in foreign jurisdictions at rates below the
U.S. statutory tax rate.
32
Liquidity
and Capital Resources
The following sections discuss our principal liquidity
requirements, as well as our sources and uses of cash flows on
our liquidity and capital resources. 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 by 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
July 30, 2010.
Liquidity
Sources, Cash Requirements
Our principal sources of liquidity as of July 30, 2010
consisted of approximately $3.9 billion in cash, cash
equivalents and short-term investments, as well as cash we
expect to generate from operations.
Cash, cash equivalents and investments consist of the following:
|
|
|
|
|
|
|
|
|
|
|
July 30,
|
|
|
April 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
Cash and cash equivalents
|
|
$
|
1,612.0
|
|
|
$
|
1,705.0
|
|
Short-term investments
|
|
|
2,308.9
|
|
|
|
2,019.0
|
|
Long-term investments and restricted cash
|
|
|
71.2
|
|
|
|
72.8
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and investments
|
|
$
|
3,992.1
|
|
|
$
|
3,796.8
|
|
|
|
|
|
|
|
|
|
|
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, and to service our
debt and synthetic leases.
Key factors that could affect our cash flows include changes in
our revenue mix and profitability, as well as our ability to
effectively manage our working capital, in particular, accounts
receivable and inventories. Based on our current business
outlook, we believe that our sources of cash will satisfy our
working capital needs, capital expenditures, investment
requirements, stock repurchases, contractual obligations,
commitments, interest payments on our Notes 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
further curtail spending and implement additional cost saving
measures and restructuring actions. In light of the current
economic and market conditions, 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.
Our investment portfolio, including auction rate securities, 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 our
market risk on our investment portfolio. Based on our ability to
access our cash and short-term investments, our expected
operating cash flows, and our other potential sources of cash,
we do not anticipate that the lack of liquidity of these
investments will impact our ability to fund working capital
needs, capital expenditures, acquisitions or other cash
requirements. We intend to and believe that we have the ability
to hold these investments until the market recovers. If current
market conditions deteriorate, we may be required to record
additional charges to earnings in future periods.
Capital
Expenditure Requirements
We expect to fund our capital expenditures, including our
commitments related to facilities and equipment operating
leases, 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 at this time and will depend on a number of
factors including future demand for products, product mix,
changes in the network storage industry, hiring plans and our
decisions related to financing our facilities requirements. We
expect that our existing facilities and those being developed in
Sunnyvale, California; Research Triangle Park, North Carolina;
and worldwide are adequate for our requirements over at least
the next two years and that additional space will be available
as needed. We expect to incur approximately $200.0 million
related to capital projects over the next twelve months.
33
Cash
Flows
As of July 30, 2010, compared to April 30, 2010, our
cash and cash equivalents and short-term investments increased
by $0.2 billion to $3.9 billion. The increase in cash
and cash equivalents and short-term investments was primarily a
result of cash provided by operating activities and issuances of
common stock related to employee stock option exercises and
purchases under the employee stock purchase plan, partially
offset by $74.9 million net cash paid in connection with
the acquisition of Bycast Inc. and $40.2 in capital
expenditures. We derive our liquidity and capital resources
primarily from our cash flow from operations and from working
capital. Days sales outstanding as of July 30, 2010
decreased to 30 days, compared to 37 days as of
April 30, 2010, primarily due to improvements in shipment
linearity. Working capital increased by $0.3 billion to
$2.9 billion as of July 30, 2010, compared to
$2.6 billion as of April 30, 2010, primarily due to an
increase in cash, cash equivalents and short-term investments of
$0.2 billion.
Cash
Flows from Operating Activities
During the three month period ended July 30, 2010, we
generated cash flows from operating activities of
$177.3 million. The primary sources of cash from operations
consisted of net income of $141.8 million, adjusted by
non-cash stock-based compensation expense of $44.3 million
and depreciation and amortization expense of $40.7 million.
Significant changes in assets and liabilities impacting
operating cash flows included (i) a decrease in accounts
receivable of $100.0 million and (ii) a decrease in
accrued compensation and other current liabilities of
$221.6 million primarily attributable to employee payouts
related to fiscal year 2010s commissions and incentive
compensation plans.
We expect that cash provided by operating activities may
fluctuate in future periods as a result of a number of factors,
including fluctuations in our operating results, shipment
linearity, accounts receivable collections performance,
inventory and supply chain management, tax benefits from
stock-based compensation, and the timing and amount of
compensation and other payments.
Cash
Flows from Investing Activities
Capital expenditures for the three month period ended
July 30, 2010 were $40.2 million. We paid
$293.9 million for net purchases and redemptions of
short-term investments for the three month period ended
July 30, 2010. During the three month period ended
July 30, 2010, we completed our acquisition of Bycast Inc.
for total cash payments of $74.9 million, net of cash
acquired.
Cash
Flows from Financing Activities
We received $139.9 million from financing activities for
the three month period ended July 30, 2010, which consisted
of $139.9 million of proceeds from employee equity award
plans, net of shares withheld for taxes.
Net proceeds from the issuance of common stock related to
employee participation in employee equity award programs have
historically been a significant component of our liquidity. The
extent to which our employees exercise stock options or
participate in our ESPP program generally increases or decreases
based upon changes in the market price of our common stock. As a
result, our cash flow resulting from the issuance of common
stock in connection with these programs and related tax benefits
will vary.
Stock
Repurchase Program
Since the inception of our stock repurchase programs on
May 13, 2003 through July 30, 2010, our Board of
Directors had authorized the repurchase of up to
$4.0 billion of common stock under various stock repurchase
programs. At July 30, 2010, $1.1 billion remains
available under these authorizations. The stock repurchase
program may be suspended or discontinued at any time.
Convertible
Notes
As of July 30, 2010, we had $1.265 billion principal
amount of 1.75% Convertible Senior Notes due 2013 (the
Notes). The Notes will mature on June 1, 2013, unless
earlier repurchased or converted. As of July 30, 2010, the
34
Notes have not been repurchased or converted. We also have not
received any shares under the related Note hedges or delivered
cash or shares under the related warrants.
Contractual
Obligations
The following summarizes our contractual obligations at
July 30, 2010 and the effect such obligations are expected
to have on our liquidity and cash flows in future periods (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remainder of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
Thereafter
|
|
|
Total
|
|
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office operating lease payments(1)
|
|
$
|
20.2
|
|
|
$
|
23.3
|
|
|
$
|
18.7
|
|
|
$
|
15.6
|
|
|
$
|
14.0
|
|
|
$
|
20.8
|
|
|
$
|
112.6
|
|
Real estate lease payments
|
|
|
2.6
|
|
|
|
3.5
|
|
|
|
129.4
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
135.5
|
|
Less: sublease income
|
|
|
(2.9
|
)
|
|
|
(1.0
|
)
|
|
|
(0.9
|
)
|
|
|
(0.7
|
)
|
|
|
(0.6
|
)
|
|
|
(0.1
|
)
|
|
|
(6.2
|
)
|
Equipment operating lease payments
|
|
|
19.2
|
|
|
|
12.4
|
|
|
|
6.9
|
|
|
|
2.1
|
|
|
|
0.8
|
|
|
|
1.0
|
|
|
|
42.4
|
|
Purchase commitments with contract manufacturers(2)
|
|
|
122.9
|
|
|
|
3.6
|
|
|
|
3.6
|
|
|
|
1.2
|
|
|
|
0.2
|
|
|
|
0.0
|
|
|
|
131.5
|
|
Other purchase obligations(3)
|
|
|
127.6
|
|
|
|
88.3
|
|
|
|
69.4
|
|
|
|
19.1
|
|
|
|
13.6
|
|
|
|
3.2
|
|
|
|
321.2
|
|
Long-term financing arrangements
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
13.5
|
|
1.75% Convertible notes(4)
|
|
|
11.1
|
|
|
|
22.1
|
|
|
|
22.1
|
|
|
|
1,276.1
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
1,331.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total by period
|
|
$
|
305.2
|
|
|
$
|
156.7
|
|
|
$
|
253.7
|
|
|
$
|
1,313.4
|
|
|
$
|
28.0
|
|
|
$
|
24.9
|
|
|
$
|
2,081.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uncertain tax positions(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,205.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Letters of credit
|
|
$
|
3.3
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
0.6
|
|
|
$
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Some of the figures we include in this table are based on
managements estimates and assumptions about these
obligations, including their duration, the possibility of
renewal or termination, anticipated actions by management and
third parties and other factors. Because these estimates and
assumptions are necessarily subjective, our actual future
obligations may vary from those reflected in the table.
|
|
|
(1) |
|
Included in real estate lease payments pursuant to four
financing arrangements with BNP Paribas LLC (BNPPLC) are
(i) lease commitments of $2.6 million in the remainder
of fiscal year 2011; $3.5 million in fiscal 2012; and
$2.3 million in fiscal 2013, which are based on either the
LIBOR rate at July 30, 2010 plus a spread or a fixed rate
for terms of five years, and (ii) at the expiration or
termination of the lease, a supplemental payment obligation
equal to our minimum guarantee of $127.1 million in the
event that we elect not to purchase or arrange for sale of the
buildings. |
|
(2) |
|
Contract manufacturer commitments consist of obligations for on
hand inventories and non-cancelable purchase order with our
contract manufacturer. We record a liability for firm,
noncancelable, and nonreturnable purchase commitments for
quantities in excess of our future demand forecasts, which is
consistent with the valuation of our excess and obsolete
inventory. As of July 30, 2010, the liability for these
purchase commitments in excess of future demand was
approximately $2.8 million and is recorded in other current
liabilities. |
|
(3) |
|
Purchase obligations represent an estimate of all open purchase
orders and contractual obligations in the ordinary course of
business, other than commitments with contract manufacturers and
suppliers, for which we have not received the goods or services.
Purchase obligations do not include contracts that may be
cancelled without penalty. Although open purchase orders are
considered enforceable and legally binding, the terms generally
allow us the option to cancel, reschedule, and adjust our
requirements based on our business needs prior to the delivery
of goods or performance of services. |
35
|
|
|
(4) |
|
Included in these amounts are obligations related to the
$1.265 billion principal amount of 1.75% Notes due
2013 (see Note 9 of the accompanying condensed consolidated
financial statements). Estimated interest payments for the Notes
are $66.4 million for the remainder of fiscal 2011 through
fiscal 2014. |
|
(5) |
|
As of July 30, 2010, our liability for uncertain tax
positions was $123.8 million, which due to the uncertainty
of the timing of future payments, are presented in the total
column on a separate line in this table. |
As of July 30, 2010, we have four leasing arrangements
(Leasing Arrangements 1, 2, 3 and 4) with BNPPLC which
requires us to lease certain of our land to BNPPLC for a period
of 99 years and to lease approximately 0.6 million
square feet of office space for our headquarters in Sunnyvale,
which had an original cost of $149.6 million. Under these
leasing arrangements, we pay BNPPLC minimum lease payments,
which vary based on LIBOR plus a spread or a fixed rate on the
costs of the facilities on the respective lease commencement
dates. We make payments for each of the leases for a term of
five years. We have the option to renew each of the leases for
two consecutive five-year periods upon approval by BNPPLC. Upon
expiration (or upon any earlier termination) of the lease terms,
we must elect one of the following options: (i) purchase
the buildings from BNPPLC at cost; (ii) if certain
conditions are met, arrange for the sale of the buildings by
BNPPLC to a third party for an amount equal to at least 85% of
the costs (residual guarantee), and be liable for any deficiency
between the net proceeds received from the third party and such
amounts; or (iii) pay BNPPLC supplemental payments for an
amount equal to at least 85% of the costs (residual guarantee),
in which event we may recoup some or all of such payments by
arranging for a sale of each or all buildings by BNPPLC during
the ensuing two-year period. The following table summarizes the
costs, the residual guarantee, the applicable LIBOR plus spread
or fixed rate at July 30, 2010 and the date we began to
make payments for each of our leasing arrangements (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIBOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plus
|
|
|
Lease
|
|
|
|
Leasing
|
|
|
|
|
|
Residual
|
|
|
Spread or
|
|
|
Commencement
|
|
|
|
Arrangements
|
|
|
Cost
|
|
|
Guarantee
|
|
|
Fixed Rate
|
|
|
Date
|
|
Term
|
|
|
|
1
|
|
|
$
|
48.5
|
|
|
$
|
41.2
|
|
|
|
3.84
|
%
|
|
January 2008
|
|
|
5 years
|
|
|
2
|
|
|
|
80.0
|
|
|
|
68.0
|
|
|
|
1.05
|
%
|
|
December 2007
|
|
|
5 years
|
|
|
3
|
|
|
|
10.5
|
|
|
|
8.9
|
|
|
|
3.82
|
%
|
|
December 2007
|
|
|
5 years
|
|
|
4
|
|
|
|
10.6
|
|
|
|
9.0
|
|
|
|
3.84
|
%
|
|
December 2007
|
|
|
5 years
|
|
Legal
Contingencies
On September 5, 2007, we filed a patent infringement
lawsuit in the Eastern District of Texas seeking compensatory
damages and a permanent injunction against Sun Microsystems
(Sun). On October 25, 2007, Sun filed a counter claim
against us in the Eastern District of Texas seeking compensatory
damages and a permanent injunction. On October 29, 2007,
Sun filed a second lawsuit against us in the Northern District
of California asserting additional patents against us. The Texas
court granted a joint motion to transfer the Texas lawsuit to
the Northern District of California on November 26, 2007.
On March 26, 2008, Sun filed a third lawsuit in federal
court that extends the patent infringement charges to storage
management technology we acquired in January 2008. In January
2010, Oracle Corporation acquired Sun. The three lawsuits are
currently in the discovery and motion phase and no trial dates
have been set, so we are unable at this time to determine the
likely outcome of these various patent litigations. In addition,
as we are unable to reasonably estimate the amount or range of
the potential settlement, no accrual has been recorded as of
July 30, 2010.
In addition, we are subject to various legal proceedings and
claims which have arisen or may arise in the normal course of
business. While the outcome of these legal matters is currently
not determinable, we do not believe that any current litigation
or claims will have a material adverse effect on our business,
cash flow, operating results, or financial condition.
Off-Balance
Sheet Arrangements
During the ordinary course of business, we provide standby
letters of credit or other guarantee instruments to third
parties as required for certain transactions initiated either by
us or our subsidiaries. As of July 30, 2010, our financial
guarantees of $4.4 million that were not recorded on our
balance sheet consisted of standby letters of credit
36
related to workers compensation, a customs guarantee, a
corporate credit card program, foreign rent guarantees and
surety bonds, which were primarily related to self-insurance.
We use derivative instruments to manage exposures to foreign
currency risk. Our primary objective in holding derivatives is
to reduce the volatility of earnings and cash flows associated
with changes in foreign currency. The program is not designated
for trading or speculative purposes. Currently, we do not enter
into any foreign exchange forward contracts to hedge exposures
related to firm commitments or nonmarketable investments. Our
major foreign currency exchange exposures and related hedging
programs are described below:
|
|
|
|
|
We utilize monthly foreign currency forward and options
contracts to hedge exchange rate fluctuations related to certain
foreign monetary assets and liabilities.
|
|
|
|
We use currency forward contracts to hedge exposures related to
forecasted sales denominated in certain foreign currencies.
These contracts are designated as cash flow hedges and in
general closely match the underlying forecasted transactions in
duration.
|
As of July 30, 2010, our notional value of foreign exchange
forward and foreign currency option contracts totaled
$476.2 million. We do not believe that these derivatives
present significant credit risks, because of the short term
maturity of the outstanding contracts at any point in time, the
counterparties to the derivatives consist of major financial
institutions, and we manage the notional amount of contracts
entered into with any one counterparty. Other than the risk
associated with the financial condition of the counterparties,
our maximum exposure related to foreign currency forward and
option contracts is limited to the premiums paid. See
Note 11 of the accompanying condensed consolidated
financial statements for more information related to our hedging
activities.
In the ordinary course of business, we enter into recourse lease
financing arrangements with third-party leasing companies and
from time to time provide guarantees for a portion of other
financing arrangements under which we could be called upon to
make payments to the third-party funding companies in the event
of nonpayment by end-user customers. See Note 15 of the
accompanying condensed consolidated financial statements for
more information related to these financing arrangements.
We enter into indemnification agreements with third parties in
the ordinary course of business. Generally, these
indemnification agreements require us to reimburse losses
suffered by the third party due to various events, such as
lawsuits arising from patent or copyright infringement. These
indemnification obligations are considered off-balance sheet
arrangements under accounting guidance.
We have commitments related to four lease arrangements with
BNPPLC for approximately 0.6 million square feet of office
space for our headquarters in Sunnyvale, California (as further
described above under Contractual Obligations). Our
future minimum lease payments and residual guarantees under
these real estate leases will amount to a total of
$135.5 million as discussed in above in Contractual
Obligations.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
We are exposed to market risk related to fluctuations in
interest rates, market prices, and foreign currency exchange
rates. We use certain derivative financial instruments to manage
these risks. We do not use derivative financial instruments for
speculative or trading purposes. All financial instruments are
used in accordance with management-approved policies.
Market
Risk and Market Interest Risk
Investment and Interest Income As of
July 30, 2010, we had
available-for-sale
investments of $2.4 billion. Our investment portfolio
primarily consists of investments with original maturities at
the date of purchase of greater than three months, which are
classified as
available-for-sale.
These investments, consisting primarily of corporate bonds,
commercial paper, U.S. government agency bonds,
U.S. Treasuries, and certificates of deposit, are subject
to interest rate and interest income risk and will decrease in
value if market interest rates increase. A hypothetical
10 percent increase in market interest rates from levels at
July 30, 2010 would cause the fair value of these
available-for-sale
investments to decline by approximately $2.5 million.
Volatility in market interest rates over time will cause
variability in our interest income. We do not use derivative
financial instruments in our investment portfolio.
37
Our investment policy is to limit credit exposure through
diversification and investment in highly rated securities. We
further mitigate concentrations of credit risk in our
investments by limiting our investments in the debt securities
of a single issuer and by diversifying risk across geographies
and type of issuer. We actively review, along with our
investment advisors, current investment ratings, company
specific events and general economic conditions in managing our
investments and in determining whether there is a significant
decline in fair value that is
other-than-temporary.
We will monitor and evaluate the accounting for our investment
portfolio on a quarterly basis for additional
other-than-temporary
impairment charges.
We are also exposed to market risk relating to our auction rate
securities due to uncertainties in the credit and capital
markets. As of July 30, 2010, we recorded cumulative
unrealized loss of $3.9 million, offset by
$0.5 million of unrealized gains related to these
securities. The fair value of our auction rate securities may
change significantly due to events and conditions in the credit
and capital markets. These securities/issuers could be subject
to review for possible downgrade. Any downgrade in these credit
ratings may result in an additional decline in the estimated
fair value of our auction rate securities. Changes in the
various assumptions used to value these securities and any
increase in the markets perceived risk associated with
such investments may also result in a decline in estimated fair
value.
If current market conditions deteriorate, or the anticipated
recovery in market values does not occur, we may be required to
record additional unrealized losses in other comprehensive
income (loss) or
other-than-temporary
impairment charges to earnings in future quarters. We intend,
and have the ability, to hold these investments until the market
recovers. We do not believe that the lack of liquidity relating
to our portfolio investments will impact our ability to fund
working capital needs, capital expenditures or other operating
requirements. See Note 4 of the accompanying condensed
consolidated financial statements in Part I, Item 1;
Managements Discussion and Analysis of Financial Condition
and Results of Operations, Liquidity and Capital
Resources, and Risk Factors in Part I, Item 2 of
this Quarterly Report on
Form 10-Q
for a description of recent market events that may affect the
value and liquidity of the investments in our portfolio that we
held at July 30, 2010.
Lease Commitments As of July 30, 2010,
one of our four lease arrangements with BNPPLC is based on a
floating interest rate. The minimum lease payments will vary
based on LIBOR plus a spread. All of our leases have an initial
term of five years, and we have the option to renew these leases
for two consecutive five-year periods upon approval by BNPPLC. A
hypothetical 10 percent increase in market interest rate
from the level at July 30, 2010 would increase our lease
payments on this one floating lease arrangement under the
initial five-year term by an immaterial amount. We do not
currently hedge against market interest rate increases.
Convertible Notes In June 2008, we issued
$1.265 billion principal amount of 1.75% Notes due
2013, of which $1.017 billion was allocated to debt and
$0.248 billion was allocated to equity. Holders may convert
the Notes prior to maturity upon the occurrence of certain
circumstances, including, but not limited to:
|
|
|
|
|
during the five business day period after any five consecutive
trading day period in which the trading price of the Notes for
each day in this five consecutive trading day period was less
than 98% of an amount equal to (i) the last reported sale
price of our common stock multiplied by (ii) the conversion
rate on such day;
|
|
|
|
during any calendar quarter if the last reported sale price of
our common stock for 20 or more trading days in a period of 30
consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter exceeds 130% of the
applicable conversion price in effect for the Notes on the last
trading day of such immediately preceding calendar
quarter; or
|
|
|
|
upon the occurrence of specified corporate transactions under
the indenture for the Notes.
|
The Notes are convertible into the right to receive cash in an
amount up to the principal amount and shares of our common stock
for the conversion value in excess of the principal amount, if
any, at an initial conversion rate of 31.4006 shares of
common stock per $1,000 principal amount of Notes, subject to
adjustment as described in the indenture governing the Notes,
which represents an initial conversion price of $31.85 per share.
Upon conversion, a holder will receive cash in an amount equal
to the lesser of the conversion value and the principal amount
of the Notes, and shares of our common stock for any conversion
value in excess of the principal amount of the Notes. Concurrent
with the issuance of the Notes, we entered into convertible note
hedge
38
transactions and separately, warrant transactions, to reduce the
potential dilution from the conversion of the Notes and to
mitigate any negative effect such conversion may have on the
price of our common stock. In fiscal 2010, we terminated the
hedge transaction with a counterparty to 20% of our Note hedges
as a result of the bankruptcy filing by Lehman OTC, which
constituted an event of default under the Note hedge. Because we
have decided not to replace the hedge, we are subject to
potential dilution on the 20% unhedged portion of our Notes upon
conversion if on the date of conversion the per-share market
price of our common stock exceeds the conversion price of $31.85.
As of July 30, 2010, none of the conditions allowing the
holders of the Notes to convert had been met and we had not
issued any shares related to the Notes. Based on the closing
price of our common stock of $42.30 on July 30, 2010, the
if-converted value of our Notes exceeded their principal amount
by approximately $415.1 million.
The fair value of our Notes is subject to interest rate risk,
market risk and other factors due to the convertible feature.
Generally, the fair value of Notes will increase as interest
rates fall
and/or our
common stock price increases, and decrease as interest rates
rise and/or
our common stock price decreases. The interest and market value
changes affect the fair value of our Notes, but do not impact
our financial position, cash flows, or results of operations due
to the fixed nature of the debt obligations. We do not carry the
Notes at fair value, but present the fair value of the principal
amount of our Notes for disclosure purposes. As of July 30,
2010, the principal amount of our Notes, which consists of the
combined debt and equity components, was $1.265 billion,
and the total estimated fair value of such was $1.7 billion
based on the closing trading price of $136 per $100 of our Notes
as of that date.
Foreign
Currency Exchange Rate Risk and Foreign Exchange Forward
Contracts
We hedge risks associated with foreign currency transactions to
minimize the impact of changes in foreign currency exchange
rates on earnings. We utilize forward and option contracts to
hedge against the short-term impact of foreign currency
fluctuations on certain assets and liabilities denominated in
foreign currencies. All balance sheet hedges are marked to
market through earnings every period. We also use foreign
exchange forward contracts to hedge foreign currency forecasted
transactions related to forecasted sales transactions. These
derivatives are designated as cash flow hedges under accounting
guidance for derivatives and hedging. For cash flow hedges
outstanding at July 30, 2010, the time-value component is
recorded in earnings while all other gains or losses were
included in other comprehensive income.
We do not enter into foreign exchange contracts for speculative
or trading purposes. In entering into forward and option foreign
exchange contracts, we have assumed the risk that might arise
from the possible inability of counterparties to meet the terms
of their contracts. We attempt to limit our exposure to credit
risk by executing foreign exchange contracts with creditworthy
multinational commercial banks. All contracts have a maturity of
less than one year.
The following table provides information about our currency
forward contracts outstanding on July 30, 2010 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 30, 2010
|
|
|
Local Currency
|
|
Notional Contract
|
|
Fair
|
Currency
|
|
Amount
|
|
Amount (USD)
|
|
Value (USD)
|
|
Forward Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro
|
|
|
234.1
|
|
|
$
|
305.1
|
|
|
$
|
305.5
|
|
British Pound Sterling
|
|
|
44.2
|
|
|
|
69.4
|
|
|
|
69.4
|
|
Canadian Dollar
|
|
|
16.0
|
|
|
|
15.6
|
|
|
|
15.5
|
|
Australian Dollar
|
|
|
32.0
|
|
|
|
28.8
|
|
|
|
28.8
|
|
Other
|
|
|
N/A
|
|
|
|
44.3
|
|
|
|
44.3
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|
Option Contracts:
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|
|
|
|
|
|
|
|
|
|
|
|
Euro
|
|
|
10.0
|
|
|
|
13.0
|
|
|
|
12.8
|
|
|
|
Item 4.
|
Controls
and Procedures
|
Disclosure controls are controls and procedures designed to
ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934, as
amended (the Exchange Act), such as
39
this Quarterly Report on
Form 10-Q,
is recorded, processed, summarized, and reported within the time
periods specified in the U.S. Securities and Exchange
Commissions rules and forms. Disclosure controls and
procedures are also designed to ensure that such information is
accumulated and communicated to our management, including the
CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation of our
management, including our CEO and CFO, we conducted an
evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act, as of July 30, 2010, the end of the
fiscal period covered by this Quarterly Report on
Form 10-Q
(the Evaluation Date). Based on this evaluation, our
CEO and CFO concluded as of the Evaluation Date that our
disclosure controls and procedures were effective such that the
information relating to NetApp, including its consolidated
subsidiaries, required to be disclosed in its Securities and
Exchange Commission (SEC) reports (i) is
recorded, processed, summarized, and reported within the time
periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to NetApp management, including our
CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure.
There was no change in our internal control over financial
reporting that occurred during the period covered by this
Quarterly Report on
Form 10-Q
that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II.
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
On September 5, 2007, we filed a patent infringement
lawsuit in the Eastern District of Texas seeking compensatory
damages and a permanent injunction against Sun Microsystems
(Sun). On October 25, 2007, Sun filed a counter claim
against us in the Eastern District of Texas seeking compensatory
damages and a permanent injunction. On October 29, 2007,
Sun filed a second lawsuit against us in the Northern District
of California asserting additional patents against us. The Texas
court granted a joint motion to transfer the Texas lawsuit to
the Northern District of California on November 26, 2007.
On March 26, 2008, Sun filed a third lawsuit in federal
court that extends the patent infringement charges to storage
management technology we acquired in January 2008. In January
2010, Oracle Corporation acquired Sun. The three lawsuits are
currently in the discovery and motion phase and no trial dates
have been set, so we are unable at this time to determine the
likely outcome of these various patent litigations. Since we are
unable to reasonably estimate the amount or range of any
potential settlement, no accrual has been recorded as of
July 30, 2010.
The following risk factors and other information included in
this Quarterly Report on
Form 10-Q
should be carefully considered. The risks and uncertainties
described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we presently
deem less significant may also impair our business operations.
Please see page 24 of this Quarterly Report on
Form 10-Q
for a discussion of the forward-looking statements that are
qualified by these risk factors. If any of the events or
circumstances described in the following risk factors actually
occurs, our business, operating results, and financial condition
could be materially adversely affected.
Our
operating results may be adversely affected by uncertain
economic and market conditions.
We are subject to the effects of general global economic and
market conditions. Challenging economic conditions worldwide or
in certain geographic regions have from time to time contributed
to slowdowns in the computer, storage, and networking industries
at large, as well as the information technology (IT)
market, resulting in:
|
|
|
|
|
Reduced demand for our products as a result of constraints on IT
related spending by our customers;
|
|
|
|
Increased price competition for our products from competitors;
|
40
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|
|
|
|
Deferment of purchases and orders by customers due to budgetary
constraints or changes in current or planned utilization of our
systems;
|
|
|
|
Risk of excess and obsolete inventories;
|
|
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|
Risk of supply constraints:
|
|
|
|
Excess facilities costs;
|
|
|
|
Higher overhead costs as a percentage of revenues;
|
|
|
|
Negative impacts from increased financial pressures on
customers, distributors and resellers;
|
|
|
|
Negative impacts from increased financial pressures on key
suppliers or contract manufacturers; and
|
|
|
|
Potential discontinuance of product lines or businesses and
related asset impairments.
|
Any of the above mentioned factors could have a material and
adverse effect on our business and financial performance.
Our
quarterly operating results may fluctuate, which could adversely
impact our common stock price.
We believe that
period-to-period
comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as indicators of future
performance. Our operating results have in the past, and will
continue to be, subject to quarterly fluctuations as a result of
numerous factors, some of which may contribute to more
pronounced fluctuations during times of economic volatility.
These factors include, but are not limited to, the following:
|
|
|
|
|
Fluctuations in demand for our products and services, in part
due to changes in general economic conditions and specific
economic conditions in the storage and data management market;
|
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|
|
A shift in federal government spending patterns;
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|
|
|
Changes in sales and implementation cycles for our products and
reduced visibility into our customers spending plans and
associated revenues;
|
|
|
|
The level of price and product competition in our target product
markets;
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|
|
|
The impact of economic uncertainty on our customers
budgets and IT spending capacity;
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|
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|
Our ability to maintain appropriate inventory levels and
purchase commitments;
|
|
|
|
Our reliance on a limited number of suppliers, and industry
consolidation in our supply base, which could subject us to
periodic
supply-and-demand,
price rigidity, and quality issues with our components;
|
|
|
|
The timing of bookings, the cancellation of significant orders
and the management of our backlog;
|
|
|
|
Product configuration and mix;
|
|
|
|
The extent to which our customers renew their service and
maintenance contracts with us;
|
|
|
|
Seasonality, such as our historical seasonal decline in revenues
in the first quarter of our fiscal year and seasonal increase in
revenues in the second quarter of our fiscal year, with the
latter due in part to the impact of the U.S. federal
governments September 30 fiscal year end on the timing of
its orders;
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|
Linearity, such as our historical intraquarter bookings and
revenue pattern in which a disproportionate percentage of each
quarters total bookings and related revenue occur in the
last month of the quarter;
|
|
|
|
Announcements and introductions of, and transitions to, new
products by us or our competitors;
|
|
|
|
Deferrals of customer orders in anticipation of new products or
product enhancements introduced by us or our competitors;
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|
|
|
Our ability to develop, introduce, and market new products and
enhancements in a timely manner;
|
41
|
|
|
|
|
Our levels of expenditure on research and development and sales
and marketing programs;
|
|
|
|
Our ability to effectively manage our operating expenses;
|
|
|
|
Adverse movements in foreign currency exchange rates in the
countries in which we do business;
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|
|
|
The dilutive impact of our $1.265 billion of 1.75%
convertible senior notes due June 2013 (the Notes)
and related warrants on our earnings per share;
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|
|
|
Excess or inadequate facilities;
|
|
|
|
Actual events, circumstances, outcomes and amounts differing
from judgments, assumptions, and estimates used in determining
the values of certain assets (including the amounts of valuation
allowances), liabilities, and other items reflected in our
consolidated financial statements;
|
|
|
|
Disruptions resulting from new systems and processes as we
continue to enhance and scale our system infrastructure; and
|
|
|
|
Future accounting pronouncements and changes in accounting
rules, such as the increased use of fair value measures, changes
in accounting standards related to revenue recognition, and the
potential requirement that U.S. registrants prepare
financial statements in accordance with International Financial
Reporting Standards (IFRS).
|
Due to such factors, operating results for a future period are
difficult to predict, and, therefore, prior results are not
necessarily indicative of results to be expected in future
periods. Any of the foregoing factors, or any other factors
discussed elsewhere herein, could have a material adverse effect
on our business, results of operations, and financial condition.
It is possible that in one or more quarters our results may fall
below our forecasts and the expectations of public market
analysts and investors. In such event, the trading price of our
common stock would likely decrease.
Our
revenue for a particular period is difficult to forecast, and a
shortfall in revenue may harm our business and our operating
results.
Our revenues for a particular period are difficult to forecast,
especially in times of economic uncertainty. Our revenues are
also difficult to forecast because the storage and data
management market is rapidly evolving, and our sales cycle
varies substantially from customer to customer. New or
additional product introductions also increase the complexities
of forecasting revenues.
We derive a majority of our revenues in any given quarter from
orders booked in the same quarter. Bookings typically follow
intraquarter seasonality patterns weighted toward the back end
of the quarter. If we do not achieve bookings in the latter part
of a quarter consistent with our quarterly targets, our
financial results will be adversely impacted. Additionally, due
to the complexities associated with revenue recognition, we may
not accurately forecast our non-deferred and deferred revenues,
which could adversely impact our results of operations.
We use a pipeline system, a common industry
practice, to forecast bookings and trends in our business. Sales
personnel monitor the status of potential business and estimate
when a customer will make a purchase decision, the dollar amount
of the sale and the products or services to be sold. These
estimates are aggregated periodically to generate a bookings
pipeline. Our pipeline estimates may prove to be unreliable
either in a particular quarter or over a longer period of time,
in part because the conversion rate of the pipeline
into revenues varies from customer to customer, can be difficult
to estimate, and requires management judgment, and also because
customers purchasing decisions are subject to delay,
reduction or cancellation. Small deviations from our forecasted
conversion rate may result in inaccurate plans and budgets and
could materially and adversely impact our business or our
planned results of operations.
Economic uncertainties have caused, and may in the future again
cause, consumers, businesses and governments to defer purchases
in response to tighter budgets, credit, decreased cash
availability and declining customer confidence. Accordingly,
future demand for our products could differ from our current
expectations.
42
We
have experienced periods of alternating growth and decline in
revenues and operating expenses. If we are not able to
successfully manage these fluctuations, our business, financial
condition and results of operations could be significantly
impacted.
Changing market conditions and economic uncertainty create a
challenging operating environment for our business. It is
critical that we maintain appropriate alignment between our cost
structure and our expected growth and revenues, while at the
same time, continue to make strategic investments for future
growth.
Our expense levels are based in part on our expectations as to
future revenues, and a significant percentage of our expenses
are fixed. We have a limited ability to quickly or significantly
reduce our fixed costs, and if revenue levels are below our
expectations, operating results will be adversely impacted.
During periods of uneven growth, we may incur costs before we
realize the anticipated related benefits, which could harm our
operating results. We have made, and will continue to make,
significant investments in engineering, sales, service and
support, marketing programs and other functions to support and
grow our business. We are likely to recognize the costs
associated with these investments earlier than some of the
related anticipated benefits (revenue growth), and the return on
these investments may be lower, or may develop more slowly, than
we expect, which could harm our business, operating results and
financial condition.
Conversely, if we are unable to effectively manage our resources
and capacity during periods of increasing demand for our
products, we could also experience an adverse impact to our
business, operating results and financial condition. If the
storage and data management market fails to grow, or grows
slower than we expect, our revenues will be adversely affected.
Also, even if IT spending increases, our revenues may not grow
at the same pace.
Our
gross margins have varied over time and may continue to vary,
and such variation may make it more difficult to forecast our
earnings.
Our total gross margins are impacted by the mix of product,
software entitlements and maintenance and services revenues.
Our product gross margins have been and may continue to be
affected by a variety of factors, including:
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|
|
|
|
Demand for storage and data management products;
|
|
|
|
Pricing actions, rebates, sales initiatives, discount levels,
and price competition;
|
|
|
|
Direct versus indirect and OEM sales;
|
|
|
|
Changes in customer, geographic, or product mix, including mix
of configurations within products;
|
|
|
|
The mix of sales to commercial and U.S. government sector
end users;
|
|
|
|
The timing and amount of revenue recognized and deferred;
|
|
|
|
New product introductions and enhancements;
|
|
|
|
Licensing and royalty arrangements;
|
|
|
|
Excess inventory levels or purchase commitments as a result of
changes in demand forecasts or last time buy purchases;
|
|
|
|
Possible product and software defects as we transition our
products; and
|
|
|
|
The cost of components, contract manufacturing costs, quality,
warranty, and freight.
|
Changes in software entitlements and maintenance gross margins
may result from various factors, such as:
|
|
|
|
|
The size of the installed base of products under support
contracts;
|
|
|
|
The timing of technical support service contract renewals;
|
|
|
|
Demand for and the timing of delivery of upgrades; and
|
43
|
|
|
|
|
The level of spending on our customer support infrastructure.
|
Changes in service gross margins may result from various
factors, such as:
|
|
|
|
|
The mix of customers;
|
|
|
|
The size and timing of service contract renewals;
|
|
|
|
Spares stocking requirements to support new product
introductions;
|
|
|
|
The volume, cost and use of outside partners to deliver support
services on our behalf; and
|
|
|
|
Product quality and serviceability issues.
|
Due to such factors, gross margins are subject to variations
from period to period and are difficult to predict.
An
increase in competition and industry consolidation could
materially and adversely affect our operating
results.
The storage and data management markets are intensely
competitive and are characterized by rapidly changing
technology. In the storage market, our primary and near-line
storage system products and our associated software portfolio
compete primarily with storage system products and data
management software from EMC, Hitachi Data Systems, HP, IBM, and
Oracle Corporation (through its acquisition of Sun
Microsystems). In addition, Dell, Inc. is a competitor in the
storage marketplace as a result of its business arrangement with
EMC, which allows Dell to resell EMC storage hardware and
software products, as well as a result of several of Dells
recent and pending acquisitions. In the secondary storage
market, which includes the
disk-to-disk
backup, compliance and business continuity segments, our
solutions compete primarily against products from EMC and Oracle
Corporation (through its acquisition of Sun Microsystems).
There has been a trend toward industry consolidation in our
markets for several years. We expect this trend to continue as
companies attempt to strengthen or hold their market positions
in an evolving industry and as companies become unable to
maintain their competitive positions or continue operations. We
believe that industry consolidation may result in stronger
competitors that are better able to compete as sole-source
vendors for customers. In addition, current and potential
competitors have established or may establish strategic
alliances among themselves or with third parties, including some
of our partners. It is possible that new competitors or
alliances among competitors may emerge and rapidly acquire
significant market share. We may not be able to compete
successfully against current or future competitors. Competitive
pressures we face could materially and adversely affect our
business and operating results.
Disruption
of or changes in our distribution model could harm our
sales.
If we fail to develop and maintain strong relationships with our
distributors, or if our distributors fail to effectively manage
the sale of our products or services on our behalf, our revenues
and gross margins could be adversely affected.
We market and sell our storage data management solutions
directly through our worldwide sales force and indirectly
through channel partners such as value-added resellers, systems
integrators, distributors, OEMs and strategic business partners,
and we derive a significant portion of our revenues from these
indirect channels. During the three month period ended
July 30, 2010, revenues generated from sales from our
indirect channel distribution accounted for 69% of our revenues.
In order for us to maintain or increase our revenues, we must
effectively manage our relationships with channel partners.
Several factors could result in disruption of or changes in our
indirect channel distribution model, which could materially harm
our revenues and gross margins, including the following:
|
|
|
|
|
Our indirect channel partners may compete directly with other
channel partners or with our direct sales force. Due to these
conflicts, our indirect channel partners could stop or reduce
their efforts in marketing our products.
|
44
|
|
|
|
|
Our indirect channel partners may demand that we absorb a
greater share of the risks that their customers may ask them to
bear;
|
|
|
|
Our indirect channel partners may have insufficient financial
resources and may not be able to withstand changes and
challenges in business conditions; and
|
|
|
|
Our indirect channel partners financial condition or
operations may weaken.
|
There is no assurance that we will be able to attract new
indirect channel partners, retain these indirect channel
partners or that we will be able to secure additional or
replacement indirect channel partners in the future, especially
in light of changes in end customer demand patterns and changes
in available and competing technologies from competitors. The
loss of one or more of our key indirect channel partners in a
given geographic area could harm our operating results within
that area, as qualifying and developing new indirect channel
partners typically requires a significant investment of time and
resources before acceptable levels of productivity are met. Our
inability to effectively establish, train, retain and manage our
distribution channel could harm our sales.
In addition, we depend on our indirect channel partners to
comply with applicable regulatory requirements in the
jurisdictions in which they operate. Their failure to do so
could have a material adverse effect on our revenues and
operating results.
Our
OEM relationship may not continue to generate significant
revenues.
In April 2005, we entered into an OEM agreement with IBM, which
enables IBM to sell IBM branded solutions based on NetApp
unified solutions, including
NearStore®
and V-Series systems, as well as associated software offerings.
While this agreement is an element of our strategy to expand our
reach into more customers and countries, we do not have an
exclusive relationship with IBM, and there is no minimum
commitment for any given period of time; therefore, this
relationship may not continue to generate significant revenues.
In addition, we have no control over the products that IBM
selects to sell, or its release schedule and timing of those
products; nor do we control its pricing.
In the event that sales through our OEM relationship increase,
we may experience distribution channel conflicts between our
direct sales force and the OEM or among our channel partners. If
we fail to minimize channel conflicts, or if our OEM
relationship does not continue to generate significant revenues,
our operating results and financial condition could be harmed.
A
portion of our revenues is generated by large, recurring
purchases from various customers, resellers and distributors. A
loss, cancellation or delay in purchases by any of these parties
has and in the future could negatively affect our
revenues.
During the three month period ended July 30, 2010, sales to
distributors Arrow Electronics, Inc. and Avnet, Inc. accounted
for approximately 16% and 11%, respectively of our net revenues.
The loss of orders from these, or any of our more significant
customers, strategic partners, distributors or resellers could
cause our revenues and profitability to suffer. Our ability to
attract new customers will depend on a variety of factors,
including the cost-effectiveness, reliability, scalability and
comprehensiveness of our product offerings, and our ability to
address customer demands.
We also have an agreement with Fujitsu Technology Solutions
(Fujitsu), which enables Fujitsu to lease, sell,
market and resell NetApp products to end users and Fujitsu sales
partners worldwide and to integrate NetApp products into Fujitsu
bundled offerings, as well as to market NetApps support
services.
We generally do not enter into binding purchase commitments with
our customers for an extended period of time, and thus we may
not be able to continue to receive large, recurring orders from
these customers, resellers or distributors. For example, our
reseller agreements generally do not require minimum purchases
and our customers, resellers and distributors can stop
purchasing and marketing our products at any time.
Unfavorable economic conditions may negatively impact our
operations by affecting the solvency of our customers, resellers
and distributors, or the ability of our customers to obtain
credit to finance purchases of our
45
products. If the uncertainty in the economy continues, or
conditions deteriorate, and our sales decline, our financial
condition and operating results could be adversely impacted.
Because our expenses are based on our revenue forecasts, a
substantial reduction or delay in sales of our products to, or
unexpected returns from customers and resellers, or the loss of
any significant customer or reseller, could harm our business.
We expect that our largest customers in the future could be
different from our largest customers today. End users could stop
purchasing and indirect channel partners could stop marketing
our products at any time. The loss of one or more of our key
indirect channel partners or the failure to obtain and ship a
number of large orders each quarter could harm our operating
results. In addition, a change in the pricing practices of one
or more of our large customers could adversely affect our
revenues and gross margins.
The
U.S. government has contributed to our revenue growth and has
become an important customer for us. Future revenue from the
U.S. government is subject to shifts in government spending
patterns. A decrease in government demand for our products could
materially affect our revenues. In addition, our business could
be adversely affected as a result of future examinations by the
U.S. government.
The U.S. government has become an important customer for
the storage and data management market and for us; however,
government demand is unpredictable, and there can be no
assurance that we will maintain or grow our revenues from the
U.S. government. Government agencies are subject to
budgetary processes and expenditure constraints that could lead
to delays or decreased capital expenditures in IT spending. If
the government or individual agencies within the government
reduce or shift their capital spending patterns, our revenues
and operating results may be harmed.
In addition, selling our products to the U.S. government
also subjects us to certain regulatory requirements. For
example, in April 2009, we entered into a settlement agreement
with the United States of America, acting through the United
States Department of Justice (DOJ) and on behalf of
the General Services Administration (the GSA),
related to a dispute regarding our discount practices and
compliance with the price reduction clause provisions of GSA
contracts for certain specified prior years. The failure to
comply with U.S. government regulatory requirements could
subject us to fines and other penalties, which could have a
material adverse effect on our revenues, operating results and
financial position.
If we
are unable to maintain our existing relationships and develop
new relationships with major strategic partners, our revenues
may be impacted negatively.
An element of our strategy to increase revenues is to
strategically partner with major third-party software and
hardware vendors to integrate our products into their products
and also co-market our products with the vendors. We have
significant partner relationships with database, business
application, backup management and server virtualization
companies, including Microsoft, Oracle, SAP, Symantec and
VMware. In addition, in November 2009, we announced our
intention to expand our relationship with Fujitsu and in January
2010, we announced an expansion of our collaboration with Cisco
and VMware, including a cooperative support arrangement. A
number of these strategic partners are industry leaders that
offer us expanded access to segments of the storage and data
management market. There is intense competition for attractive
strategic partners, and even if we can establish relationships
with these or other partners, these partnerships may not
generate significant revenues or may not continue to be in
effect for any specific period of time. If these relationships
fail to materialize as expected, we could experience lower than
expected revenue growth, suffer delays in product development,
or other operational difficulties.
In addition, some of our partners, including Oracle, Cisco and
VMware, are also partnering with other storage vendors which may
increase the availability of competing solutions, harm our
ability to continue as the vendor of choice for those partners
and harm our ability to grow our business with those partners.
We intend to continue to establish and maintain business
relationships with technology companies to expand our marketing
reach and accelerate the development of our storage and data
management solutions. To the extent that we are unsuccessful in
developing new relationships or maintaining our existing
relationships, our future revenues and operating results could
be impacted negatively. In addition, the loss of a strategic
partner could have a material adverse effect on our revenues and
operating results.
46
Our
future financial performance depends on growth in the storage
and data management markets. If the performance of these markets
does not meet the expectations upon which we calculate and
forecast our revenues, our operating results will be materially
and adversely impacted.
All of our products address the storage and data management
markets. Accordingly, our future financial performance will
depend in large part on continued growth in the storage and data
management markets and on our ability to adapt to emerging
standards in these markets. The markets for storage and data
management have been recently adversely impacted by the global
economic uncertainty, and as a result of continued uncertainty,
the markets may not grow as anticipated or may decline.
Additionally, emerging standards in these markets may adversely
affect the
UNIX®,
Windows®
and the World Wide Web server markets upon which we depend. For
example, we provide our open access data retention solutions to
customers within the financial services, healthcare,
pharmaceutical and government market segments, industries that
are subject to various evolving governmental regulations with
respect to data access, reliability and permanence (such as
Rule 17(a)(4) of the Securities Exchange Act of 1934, as
amended) in the United States and in the other countries in
which we operate. If our products do not meet and continue to
comply with these evolving governmental regulations in this
regard, customers in these market and geographical segments will
not purchase our products, and we will not be able to expand our
product offerings in these market and geographical segments at
the rates which we have forecasted.
Supply
chain issues, including financial problems of contract
manufacturers or component suppliers, or a shortage of adequate
component supply or manufacturing capacity that increases our
costs or causes a delay in our ability to fulfill orders, could
have a material adverse impact on our business and operating
results, and our failure to estimate customer demand properly
may result in excess or obsolete component supply, which could
adversely affect our gross margins.
The fact that we do not own or operate our manufacturing
facilities and supply chain exposes us to risks, including
reduced control over quality assurance, production costs and
product supply, which could have a material adverse impact on
the supply of our products and on our business and operating
results. We rely on a limited number of suppliers for components
utilized in the assembly of our products, which has and could
subject us to future periodic supply constraints and price
rigidity.
Financial problems of either contract manufacturers, component
suppliers or other parties in our supply chain and reservation
of manufacturing capacity at our contract manufacturers by other
companies, inside or outside of our industry, could either limit
supply or increase costs of our products. Qualifying a new
contract manufacturer and commencing volume production is
expensive and time-consuming, and disruption or termination of
manufacturing capacity from any contract manufacturer could
negatively impact our ability to manufacture and sell our
products.
We intend to regularly introduce new products and product
enhancements, which will require us to rapidly achieve volume
production by coordinating with our contract manufacturers and
suppliers. A reduction or interruption in supply; a significant
increase in the price of one or more components; a failure to
adequately procure inventory by our contract manufacturers; a
failure to appropriately cancel, reschedule, or adjust our
requirements based on our business needs; or a decrease in
demand for our products could materially adversely affect our
business, operating results, and financial condition and could
materially damage customer relationships. Furthermore, as a
result of binding price or purchase commitments with suppliers,
we may be obligated to purchase components at prices that are
higher than those available in the current market. In the event
that we become committed to purchase components at prices in
excess of the current market price when the components are
actually used, our gross margins could decrease. As the demand
for our products has increased, we have experienced, and may
continue to experience tightening of supply of some components
leading to longer lead times and component supply constraints,
which has and in the future could continue to result in the
delay of shipments.
47
We are
exposed to the credit and non-payment risk of our customers,
resellers, and distributors, especially during times of economic
uncertainty and tight credit markets, which could result in
material losses.
Most of our sales to customers are on an open credit basis, with
typical payment terms of 30 days. While we monitor
individual customer payment capability in granting such open
credit arrangements, and seek to limit such open credit to
amounts we believe are reasonable, we may experience losses due
to a customers inability to pay.
Beyond our open credit arrangements, we also have recourse and
nonrecourse customer financing leasing arrangements using third
party leasing companies. Under the terms of recourse leases,
which are treated as off-balance sheet arrangements, we remain
liable for the aggregate unpaid remaining lease payments to the
third party leasing company in the event of end-user customer
default. We also offer financing arrangements whereby the
end-user customer pays a fixed monthly amount plus a variable
amount based on actual storage capacity used. These arrangements
subject us to additional risk around revenue recognition and
profitability due to the uncertainties associated with the
variable portion of the arrangements. In addition, from time to
time we provide guarantees for a portion of other financing
arrangements under which we could be called upon to make
payments to our funding parties in the event of nonpayment by
end-user customers.
We expect demand for customer financing to continue. During
periods of economic uncertainty, our exposure to credit risks
from our customers increases. In addition, our exposure to
credit risks of our customers may increase further if our
customers and their customers or their lease financing sources
are adversely affected by global economic conditions.
In the past, there have been bankruptcies by our customers, both
who have open credit and who have lease financing arrangements
with us, causing us to incur bad debt charges, and, in the case
of financing arrangements, a loss of revenues. We may be subject
to similar losses in future periods. Any future losses could
harm our business and have a material adverse effect on our
operating results and financial condition. Additionally, to the
extent that the recent turmoil in the credit markets makes it
more difficult for customers to obtain open credit or lease
financing, those customers ability to purchase our product
could be adversely impacted, which in turn could have a material
adverse impact on our financial condition and operating results.
The
market price for our common stock has fluctuated significantly
in the past and will likely continue to do so in the
future.
The market price for our common stock has experienced
substantial volatility in the past, and several factors could
cause substantial fluctuation in the future. These factors
include but are not limited to:
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Fluctuations in our operating results compared to prior periods
and forecasts;
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Variations between our operating results and either the guidance
we have furnished to the public or the published expectations of
securities analysts;
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Industry consolidation and the resulting perception of increased
competition;
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Economic developments in the storage and data management market
as a whole;
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Fluctuations in the valuation of companies perceived by
investors to be comparable to us;
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Changes in analysts recommendations or projections;
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Changes in our relationships with our suppliers, customers,
channel and strategic partners;
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Announcements of the completion or dissolution of strategic
alliances within the industry;
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Dilutive impacts of our convertible Notes and related warrants;
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International conflicts and acts of terrorism;
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Announcements of new products, applications, or product
enhancements by us or our competitors;
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Inquiries by the SEC, NASDAQ, law enforcement, or other
regulatory bodies; and
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General market conditions, including recent global or regional
economic uncertainties.
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48
In addition, the stock market has experienced volatility that
has particularly affected the market prices of the equity
securities of many technology companies. Certain macroeconomic
factors such as changes in interest rates, the market climate
for the technology sector, and levels of corporate spending on
IT, could continue to have an impact on the trading price of our
stock, and the market price of our common stock may fluctuate
significantly in the future.
Changes
in market conditions have led, and in the future could lead, to
charges related to the discontinuance of certain of our products
and asset impairments.
In response to changes in economic conditions and market
demands, we may decide to strategically realign our resources
and consider cost containment measures including restructuring,
disposing of, or otherwise discontinuing certain products. Any
decision to limit investment in, dispose of, or otherwise exit
products may result in the recording of charges to earnings,
including inventory and technology-related or other intangible
asset write-offs, workforce reduction costs, charges relating to
consolidation of excess facilities, cancellation penalties or
claims from third parties who were resellers or users of
discontinued products, which would harm our operating results.
Our estimates with respect to the useful life or ultimate
recoverability of our carrying basis of assets, including
purchased intangible assets, could change as a result of such
assessments and decisions. Additionally, we are required to
perform goodwill impairment tests on an annual basis, and
between annual tests in certain circumstances when impairment
indicators exist or if certain events or changes in
circumstances have occurred. Future goodwill impairment tests
may result in charges to earnings, which could materially harm
our operating results.
If we
are unable to develop and introduce new products and respond to
technological change, if our new products do not achieve market
acceptance, if we fail to manage the interoperability and
transition between our new and old products, or if we cannot
provide the expected level of service and support for our new
products, our operating results could be materially and
adversely affected.
Our future growth depends upon the successful development and
introduction of new hardware and software products. Due to the
complexity of storage subsystems and storage security appliances
and the difficulty in gauging the engineering effort required to
produce new products, such products are subject to significant
technical risks. In addition, our new products must respond to
technological changes and evolving industry standards. If we are
unable, for technological or other reasons, to develop and
introduce new products in a timely manner in response to
changing market conditions or customer requirements, or if such
products do not achieve market acceptance, our operating results
could be materially and adversely affected. New or additional
product introductions increase the complexities of forecasting
revenues, and subject us to additional financial and operational
risks. If they are not managed effectively, we could experience
material risks to our operations, financial condition and
business model.
As new or enhanced products are introduced, we must successfully
manage the interoperability and transition from older products
in order to minimize disruption in customers ordering
patterns, avoid excessive levels of older product inventories,
and ensure that enough supplies of new products can be delivered
to meet customers demands.
As we enter new or emerging markets, we will likely increase
demands on our service and support operations and may be exposed
to additional competition. We may not be able to provide
products, service and support to effectively compete for these
market opportunities.
Risks
inherent in our international operations could have a material
adverse effect on our business.
A substantial portion of our revenues are derived from sales
outside of the United States. During the three month period
ended July 30, 2010, our international revenues accounted
for 50% of our total revenues. A substantial portion of our
products are manufactured outside of the U.S., and we have
research and development and service centers overseas.
Accordingly, our business and our future operating results could
be adversely affected by a variety of factors affecting our
international operations, some of which are beyond our control,
including regulatory, political, or economic conditions in a
specific country or region, trade protection measures and other
regulatory requirements, government spending patterns, and acts
of terrorism and international conflicts. In addition, we may
not be able to maintain or increase international market demand
for our products.
49
We face exposure to adverse movements in foreign currency
exchange rates as a result of our international operations.
These exposures may change over time as business practices
evolve, and they could have a material adverse impact on our
financial results and cash flows. Our international sales are
denominated in U.S. dollars and in foreign currencies. An
increase in the value of the U.S. dollar relative to
foreign currencies could make our products more expensive and
therefore potentially less competitive in foreign markets.
Conversely, lowering our price in local currency may result in
lower
U.S.-based
revenues. A decrease in the value of the U.S. dollar
relative to foreign currencies could increase operating expenses
in foreign markets. Additionally, we have exposures to emerging
market currencies, which can experience extreme volatility. We
utilize forward and option contracts to hedge our foreign
currency exposure associated with certain assets and liabilities
as well as anticipated foreign currency cash flows on a
short-term basis. All balance sheet hedges are marked to market
through earnings every quarter. The time-value component of our
cash flow hedges is recorded in earnings while all other gains
and losses are marked to market through other comprehensive
income until forecasted transactions occur, at which time such
realized gains and losses are recognized in earnings. These
hedges attempt to reduce, but do not always entirely eliminate,
the impact of currency exchange movements. Factors that could
have a negative impact on the effectiveness of our hedging
program include inaccuracies in forecasting, widening interest
rate differentials, and volatility in the foreign exchange
market. Our hedging strategies may not be successful and
currency exchange rate fluctuations could have a material
adverse effect on our operating results.
Certain United States Government export restrictions impede our
ability to sell to certain end users certain of our products.
The United States, through the Bureau of Industry Security,
places restrictions on the export of certain encryption
technology. These restrictions may include: the requirement to
have a license to export the technology; the requirement to have
software licenses approved before export is allowed; and
outright bans on the licensing of certain encryption technology
to particular end users or to all end users in a particular
country. Certain of our products are subject to various levels
of export restrictions. These export restrictions could
negatively impact our business. Our international operations are
subject to other risks, including general import/export
restrictions, regulations related to data privacy, and other
complex rules and regulations under which we must conduct
business in foreign countries. We are also subject to the
potential loss of proprietary information due to piracy,
misappropriation or laws that may be less protective of our
intellectual property rights than U.S. law. Such factors
could have an adverse impact on our business, operating results
and financial position.
Additional risks inherent in our international business
activities generally include, among others, longer accounts
receivable payment cycles and difficulties in managing
international operations.
Moreover, in many foreign countries, particularly in those with
developing economies, it is common to engage in business
practices that are prohibited by regulations applicable to us,
such as the Foreign Corrupt Practices Act. Although we implement
policies and procedures designed to ensure compliance with these
laws, our employees, contractors and agents, as well as those
companies to which we outsource certain of our business
operations, may take actions in violation of these policies. Any
such violation could subject us to fines and other penalties,
which could have a material adverse effect on our business,
financial condition or results of operations.
Changes
in our effective tax rate or adverse outcomes resulting from
examination of our income tax returns could adversely affect our
results.
Our effective tax rate could be adversely affected by several
factors, many of which are outside of our control, including:
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Earnings being lower than anticipated in countries where we are
taxed at lower rates as compared to the U.S. statutory tax
rate;
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Material differences between forecasted and actual tax rates as
a result of a shift in the mix of pretax profits and losses by
tax jurisdiction, our ability to use tax credits, or effective
tax rates by tax jurisdiction that differ from our estimates;
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Changing tax laws or related interpretations, accounting
standards, regulations, and interpretations in multiple tax
jurisdictions in which we operate, as well as the requirements
of certain tax rulings;
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An increase in expenses not deductible for tax purposes,
including certain stock-based compensation expense, write-offs
of acquired in-process research and development, and impairment
of goodwill;
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The tax effects of purchase accounting for acquisitions and
restructuring charges that may cause fluctuations between
reporting periods;
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Changes related to our ability to ultimately realize future
benefits attributed to our deferred tax assets, including those
related to
other-than-temporary
impairments;
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Tax assessments resulting from income tax audits or any related
tax interest or penalties could significantly affect our income
tax provision for the period in which the settlements take
place; and
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A change in our decision to indefinitely reinvest foreign
earnings.
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We receive significant tax benefits from sales to our
non-U.S. customers.
These benefits are contingent upon existing tax laws and
regulations in the United States and in the countries in which
our international operations are located. Future changes in
domestic or international tax laws and regulations could
adversely affect our ability to continue to realize these tax
benefits. We have not provided for United States federal and
state income taxes or foreign withholding taxes that may result
on future remittances of undistributed earnings of foreign
subsidiaries. The Obama administration and Congress have
announced several proposals to reform United States tax rules,
including proposals that may result in a reduction or
elimination of the deferral of United States income tax on our
future unrepatriated earnings. Should such anti-deferral
provisions be enacted, our effective tax rate could be adversely
affected.
We are currently undergoing federal income tax audits in the
United States and several foreign tax jurisdictions. The rights
to some of our intellectual property (IP) are owned
by certain of our foreign subsidiaries, and payments are made
between U.S. and foreign tax jurisdictions relating to the
use of this IP in a qualified cost sharing arrangement. In
recent years, several other U.S. companies have had their
foreign IP arrangements challenged as part of IRS examinations,
which has resulted in material proposed assessments
and/or
litigation with respect to those companies.
During fiscal year 2009, we received Notices of Proposed
Adjustments from the IRS in connection with a federal income tax
audit of our fiscal 2003 and 2004 tax returns. We filed a
protest with the IRS in response to the Notices of Proposed
Adjustments and subsequently received a rebuttal from the IRS
examination team in response to our protest. We are currently at
the IRS Appeals level for further administrative review. The
Notices of Proposed Adjustments in this audit focus primarily on
issues of the timing and the amount of income recognized,
deductions taken and on the level of cost allocations made to
foreign operations during the audit years.
The IRS recently commenced the examination of our fiscal 2005
through 2007 federal income tax returns, and in addition, the
California Franchise Tax Board has begun the examination of our
fiscal 2007 and 2008 California tax returns. The scope of each
of the IRS and California Franchise Tax Board examinations are
unclear at this time.
If the ultimate determination of income taxes assessed under the
current IRS audits or under audits being conducted in any of the
other tax jurisdictions in which we operate results in an amount
in excess of the tax provision we have recorded or reserved for,
our operating results, cash flows and financial condition could
be adversely affected.
Our international operations currently benefit from a tax ruling
concluded in the Netherlands which expires on April 30,
2015 and results in a lower level of earnings subject to tax in
the Netherlands. If we are unable to negotiate a similar tax
ruling upon expiration of the current ruling, our effective tax
rate could increase and our operating results could be adversely
affected. Our effective tax rate could also be adversely
affected by different and evolving interpretations of existing
law or regulations, which in turn would negatively impact our
operating and financial results as a whole. Our effective tax
rate could also be adversely affected if there is a change in
international operations and how the operations are managed and
structured. The price of our common stock could decline to the
extent that our financial results are materially affected by an
adverse change in our effective tax rate.
51
Our
leverage and debt service obligations may adversely affect our
financial condition, results of operations and our earnings per
share.
As a result of the sale of our Notes, we have a greater amount
of long-term debt than we have maintained in the past. In
addition, we have various synthetic lease arrangements related
to some of our facilities at our corporate headquarters in
Sunnyvale, California, and, subject to the restrictions in our
existing and any future financing agreements, we may incur
additional debt. Our maintenance of higher levels of
indebtedness could have adverse consequences including:
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Impacting our ability to satisfy our obligations;
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Increasing the portion of our cash flows from operations which
may have to be dedicated to interest and principal payments and
may therefore not be available for operations, working capital,
capital expenditures, expansion, acquisitions or general
corporate or other purposes;
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Impairing our ability to obtain additional financing in the
future;
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Limiting our flexibility in planning for, or reacting to,
changes in our business and industry; and
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Making us more vulnerable to downturns in our business, our
industry or the economy in general.
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Our ability to meet our expenses and debt obligations will
depend on our future performance, which will be affected by
financial, business, economic, regulatory and other factors. We
will not be able to control many of these factors, such as
economic conditions and governmental regulations. Furthermore,
our operations may not generate sufficient cash flows to enable
us to meet our expenses and service our debt. As a result, we
may be required to repatriate funds from our foreign
subsidiaries which could result in a significant tax liability
to us. If we are unable to generate sufficient cash flows from
operations, or if we are unable to repatriate sufficient or any
funds from our foreign subsidiaries, in order to meet our
expenses and debt service obligations, we may need to enter into
new financing arrangements to obtain the necessary funds, or we
may be required to raise additional funds through other means.
If we determine it is necessary to seek additional funding for
any reason, we may not be able to obtain such funding or, if
funding is available, obtain it on acceptable terms. If we fail
to make a payment on our debt, we could be in default on such
debt, and this default could cause us to be in default on our
other outstanding indebtedness.
The
note hedges and warrant transactions that we entered into in
connection with the sale of the Notes may affect the trading
price of our common stock.
In connection with the issuance of the Notes, we entered into
privately negotiated convertible note hedge transactions with
certain option counterparties (the Counterparties),
which are expected to offset the potential dilution to our
common stock upon any conversion of the Notes. At the same time,
we also entered into warrant transactions with the
Counterparties pursuant to which we may issue shares of our
common stock above a certain strike price. In connection with
these hedging transactions, the Counterparties may have entered
into various
over-the-counter
derivative transactions with respect to our common stock or
purchased shares of our common stock in secondary market
transactions at or following the pricing of the Notes. Such
activities may have had the effect of increasing the price of
our common stock. The Counterparties are likely to modify their
hedge positions from time to time prior to conversion or
maturity of the Notes by purchasing and selling shares of our
common stock or entering into other derivative transactions.
Additionally, these transactions may expose us to counterparty
credit risk for nonperformance. The effect, if any, of any of
these transactions and activities on the market price of our
common stock or the Notes will depend, in part, on market
conditions and cannot be ascertained at this time, but any of
these activities could adversely affect the value of our common
stock. In addition, if our stock price exceeds the strike price
for the warrants, there could be additional dilution to our
shareholders, which could adversely affect the value of our
common stock.
In April 2010, we terminated our Note hedge transaction with
Lehman Brothers OTC Derivatives, Inc., which was a counterparty
to 20% of our Note hedges, as a result of the bankruptcy filing
by Lehman OTC, which constituted an event of default under the
Note hedge. Because we have decided not to replace this Note
hedge, we are subject to potential dilution on the unhedged
portion of our Notes upon conversion if on the date of
conversion the per-share market price of our common stock
exceeds the conversion price of $31.85. The terms of the Notes,
the
52
rights of the holders of the Notes and other counterparties to
Note hedges and warrants were not affected by the termination of
this Note hedge.
The price of our common stock could also be affected by sales of
our common stock by investors who view the Notes as a more
attractive means of equity participation in our company and by
hedging or arbitrage trading activity that we expect to develop
involving our common stock by holders of the Notes. The hedging
or arbitrage could, in turn, affect the trading price of the
Notes and warrants.
Future
issuances of common stock related to our Notes, warrants, stock
options, restricted stock units, and our Employee Stock Purchase
Plan may adversely affect the trading price of our common stock
and the Notes.
The conversion of some or all of our outstanding Notes will
dilute the ownership interest of existing stockholders to the
extent we deliver common stock upon conversion of the Notes. We
will satisfy our obligation upon conversion by delivering cash
for the principal amount of the Notes and shares of common
stock, if any, to the extent the conversion value exceeds the
principal amount. Any new issuance of equity securities,
including the issuance of shares upon conversion of the Notes or
the exercise of related warrants which are not offset by our
Note hedges, could dilute the interests of our then-existing
stockholders, including holders who receive shares upon
conversion of their Notes, and could substantially decrease the
trading price of our common stock and the Notes. In addition,
any sales in the public market of any common stock issuable upon
such conversion or the exercise of warrants could adversely
affect prevailing market prices of our common stock.
As of July 30, 2010, we had options to purchase
approximately 31 million shares of our common stock
outstanding and a total of approximately 8 million
restricted stock units outstanding. If all of these outstanding
options were exercised the proceeds to the Company would average
approximately $19 per share. We also had 12 million shares
of our common stock reserved for issuance under our stock plans
with respect to equity awards that have not been granted. The
exercise of all of the outstanding options
and/or the
vesting of all outstanding restricted shares and restricted
stock units would dilute the interests of our then-existing
stockholders, and any sales in the public market of the common
stock issuable upon such exercise could adversely affect the
trading price of our common stock.
In addition, we have an Employee Stock Purchase Plan (ESPP)
under which employees are entitled to purchase shares of our
common stock at 85% of the fair market value at certain
specified dates over a two-year period. As of July 30,
2010, we had approximately 2 million shares of our common
stock available for issuance under the ESPP. The issuance of
shares under the ESPP would dilute the interests of our
then-existing stockholders, and any sales in the public market
of the common stock issuable upon such exercise could adversely
affect the trading price of our common stock.
We may issue equity securities in the future for a number of
reasons, including to finance our operations related to business
strategy (including in connection with acquisitions, strategic
alliances or other transactions), to increase our capital, to
adjust our ratio of debt to equity, to satisfy our obligations
upon the exercise of outstanding warrants or options upon
conversion of the Notes, or for other reasons.
We are
exposed to fluctuations in the market values of our portfolio
investments and in interest rates; impairment of our investments
could harm our financial results.
At July 30, 2010, we had $4.0 billion in cash, cash
equivalents,
available-for-sale
securities and restricted cash and investments. We invest our
cash in a variety of financial instruments, consisting
principally of investments in U.S. Treasury securities,
commercial paper, U.S. government agency bonds, corporate
bonds, certificates of deposit, and money market funds. These
investments are subject to general credit, liquidity, market and
interest rate risks, which have been exacerbated by unusual
events such as the financial and credit crisis, and bankruptcy
filings in the United States which have affected various sectors
of the financial markets and led to global credit and liquidity
issues. These securities are generally classified as
available-for-sale
and, consequently, are recorded on our consolidated balance
sheets at fair value with unrealized gains or losses reported as
a component of accumulated other comprehensive income (loss),
net of tax.
53
Investments in both fixed rate and floating rate interest
earning instruments carry a degree of interest rate risk. Fixed
rate debt securities may have their market value adversely
impacted due to a rise in interest rates, while floating rate
securities may produce less income than expected if interest
rates fall. Due in part to these factors, our future investment
income may fall short of expectations due to changes in interest
rates. Currently, we do not use derivative financial instruments
in our investment portfolio. We may suffer losses if forced to
sell securities that have experienced a decline in market value
because of changes in interest rates. Currently, we do not use
financial derivatives to hedge our interest rate exposure.
The fair value of our investments may change significantly due
to events and conditions in the credit and capital markets. Any
investment securities that we hold or the issues comprising such
securities could be subject to review for possible downgrade.
Any downgrade in these credit ratings may result in an
additional decline in the estimated fair value of our
investments. Changes in the various assumptions used to value
these securities and any increase in the markets perceived
risk associated with such investments may also result in a
decline in estimated fair value.
On occasion, we make strategic investments in other companies,
including private equity funds, which may decline in value
and/or not
meet desired objectives. The success of these investments
depends on various factors over which we may have limited or no
control. As of July 30, 2010, we had an investment with the
carrying value of $1.4 million in a private equity fund.
In the event of adverse conditions in the credit and capital
markets, our investment portfolio may be impacted and we could
determine that some or all of our investments have experienced
an
other-than-temporary
decline in fair value, requiring further impairments, which
could adversely impact our financial position and operating
results.
A
significant portion of our cash and cash equivalents balances
are held overseas. If we are not able to generate sufficient
cash domestically in order to fund our U.S. operations and
strategic opportunities, and to service our debt, we may incur a
significant tax liability in order to repatriate the overseas
cash balances, or we may need to raise additional capital in the
future.
A portion of our earnings which is generated from our
international operations is held and invested by certain of our
foreign subsidiaries. These amounts are not freely available for
dividend repatriation to the United States without triggering
significant adverse tax consequences, which could adversely
affect our financial results. As a result, if the cash generated
by our domestic operations is not sufficient to fund our
domestic operations, our broader corporate initiatives such as
stock repurchases, acquisitions, and other strategic
opportunities, and to service our outstanding indebtedness, we
may need to raise additional funds through public or private
debt or equity financings, or we may need to obtain new credit
facilities to the extent we choose not to repatriate our
overseas cash. Such additional financing may not be available on
terms favorable to us, or at all, and any new equity financings
or offerings would dilute our current stockholders
ownership. Furthermore, lenders, particularly in light of the
current challenges in the credit markets, may not agree to
extend us new, additional or continuing credit. If adequate
funds are not available, or are not available on acceptable
terms, we may be forced to repatriate our foreign cash and incur
a significant tax expense or we may not be able to take
advantage of strategic opportunities, develop new products,
respond to competitive pressures or repay our outstanding
indebtedness. In any such case, our business, operating results
or financial condition could be adversely impacted.
Our
synthetic leases are off-balance sheet arrangements that could
negatively affect our financial condition and operating results.
We have invested substantial resources in new facilities and
physical infrastructure, which will increase our fixed costs.
Our operating results could be harmed if our business does not
grow proportionately to our increase in fixed
costs.
We have various synthetic lease arrangements with BNP Paribas
Leasing Corporation as lessor (BBPPLC) for our
headquarters office buildings and land in Sunnyvale, California.
These synthetic leases qualify for operating lease accounting
treatment under the accounting guidance for leases and are not
considered variable interest entities under applicable
accounting guidance. Therefore, we do not include the properties
or the associated debt on our condensed consolidated balance
sheet.
54
Our future minimum lease payments under these synthetic leases
limit our flexibility in planning for, or reacting to, changes
in our business by restricting the funds available for use in
addressing such changes. If we are unable to grow our business
and revenues proportionately to our increase in fixed costs, our
operating results will be harmed. If we elect not to purchase
the properties at the end of the lease term, we have guaranteed
a minimum residual value to BNPPLC. If the fair value of the
properties declines below that guaranteed minimum residual
value, our residual value guarantee would require us to pay the
difference to BNPPLC. As of July 30, 2010, the estimated
fair value of the properties was approximately
$36.9 million below the guaranteed minimum residual value,
which we are accruing over the remaining term of the respective
leases. Any further decline in the fair value of the properties
could adversely impact our cash flows, financial condition and
operating results.
As a result of excess capacity in our Sunnyvale facilities,
certain of our facilities subject to synthetic lease
arrangements have been subleased or are vacant. These subleases
will expire through 2015, and some are at terms that do not
generate sufficient sublease income to cover the carrying costs
of these facilities. In addition, we may experience changes in
our operations in the future that could result in additional
excess capacity and vacant facilities. We will continue to be
responsible for all carrying costs of these facilities under
operating leases until such time as we can sublease these
facilities or terminate the applicable leases based on the
contractual terms of the operating lease agreements, and these
costs may have an adverse effect on our business, operating
results and financial condition.
We
have credit exposure to our hedging
counterparties.
In order to minimize volatility in earnings associated with
fluctuations in the value of foreign currency relative to the
U.S. Dollar, we utilize forward and option contracts to
hedge our exposure to foreign currencies. As a result of
entering into these hedging contracts with major financial
institutions, we may be subject to counterparty nonperformance
risk. Should there be a counterparty default, we could be
exposed to the net losses on the hedged arrangements or be
unable to recover anticipated net gains from the transactions.
We are
subject to restrictive and financial covenants in our synthetic
lease arrangements. The restrictive covenants may restrict our
ability to operate our business.
Our ongoing extension of credit under our synthetic lease
arrangements are subject to continued compliance with financial
covenants. If we do not comply with these restrictive and
financial covenants or otherwise default under the arrangements,
we may be required to repay any outstanding amounts or
repurchase the properties which are subject to the synthetic
lease arrangements. If we lose access to the synthetic lease
arrangements, we may not be able to obtain alternative financing
on acceptable terms, which could limit our operating flexibility.
The agreements governing our synthetic lease arrangements
contain restrictive covenants that limit our ability to operate
our business, including restrictions on our ability to:
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Incur indebtedness;
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Incur indebtedness at the subsidiary level;
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Grant liens;
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Sell all or substantially all our assets:
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Enter into certain mergers;
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Change our business;
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Enter into swap agreements;
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Enter into transactions with our affiliates; and
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Enter into certain restrictive agreements.
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As a result of these restrictive covenants, our ability to
respond to changes in business and economic conditions and to
obtain additional financing, if needed, may be restricted. We
may also be prevented from engaging in transactions that might
otherwise be beneficial to us, such as strategic acquisitions or
joint ventures.
55
Our failure to comply with the restrictive and financial
covenants could result in a default under our synthetic lease
arrangements, which would give the counterparties thereto the
ability to exercise certain rights, including the right to
accelerate the amounts owed there under and to terminate the
arrangement. In addition, our failure to comply with these
covenants and the acceleration of amounts owed under synthetic
lease arrangements could result in a default under the Notes,
which could permit the holders to accelerate the Notes. If all
of our debt is accelerated, we may not have sufficient funds
available to repay such debt.
Funds
associated with certain of our auction rate securities may not
be accessible for more than 12 months and our auction rate
securities may experience further
other-than-temporary
declines in value, which would adversely affect our
earnings.
Auction rate securities (ARSs) held by us are securities with
long-term nominal maturities, which, in accordance with
investment policy guidelines, had credit ratings of AAA and Aaa
at time of purchase. Interest rates for ARS are reset through a
Dutch auction each month, which prior to February
2008 had provided a liquid market for these securities.
All of our ARSs are backed by pools of student loans guaranteed
by the U.S. Department of Education, and we believe the
credit quality of these securities is high based on this
guarantee. However, liquidity issues in the global credit
markets resulted in the failure of auctions for certain of our
ARS investments, with a par value of $73.0 million. For
each failed auction, the interest rate resets to a maximum rate
defined for each security, and the ARS continue to pay interest
in accordance with their terms, although the principal
associated with the ARS will not be accessible until there is a
successful auction or such time as other markets for ARS
investments develop or the final maturity of the individual
securities.
As of July 30, 2010, we determined there was a total
decline in the fair value of our ARS investments of
approximately $5.6 million, of which we have recorded
cumulative temporary impairment charges of $3.4 million,
and $2.1 million was recognized as an
other-than-temporary
impairment charge. In addition, we have classified all of our
auction rate securities as long-term assets in our consolidated
balance sheets at July 30, 2010 as our ability to liquidate
such securities in the next 12 months is uncertain.
Although we currently have the ability and intent to hold these
ARS investments until recovery in market value or until
maturity, if current market conditions deteriorate, or the
anticipated recovery in market values does not occur, we may be
required to record additional impairment charges in future
quarters. We intend, and have the ability, to hold these
investments until the market recovers.
We may
need to undertake cost-reduction initiatives and restructuring
initiatives in the future.
We have previously recognized restructuring charges related to
initiatives to realign our business strategies and resize our
business in response to economic and market conditions,
including those announced in February 2009 and December 2008. We
may undertake future cost-reduction initiatives and
restructuring plans that may adversely impact our operations and
we may not realize all of the anticipated benefits of our prior
or any future restructurings.
Our
acquisitions may not provide the anticipated benefits and may
disrupt our existing business.
As part of our strategy, we are continuously evaluating
opportunities to buy other businesses or technologies that would
complement our current products, expand the breadth of our
markets, or enhance our technical capabilities. The success of
our acquisitions is impacted by a number of factors, and may be
subject to the following risks:
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The inability to successfully integrate the operations,
technologies, products and personnel of the acquired companies;
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The diversion of managements attention from normal daily
operations of the business;
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The loss of key employees;
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Substantial transaction costs and accounting charges; and
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Exposure to litigation related to acquisitions.
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56
Any future acquisitions may also result in risks to our existing
business, including:
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Dilution of our current stockholders percentage ownership
to the extent we issue new equity;
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Assumption of additional liabilities;
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Incurrence of additional debt or a decline in available cash;
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Adverse effects to our financial statements, such as the need to
incur restructuring charges;
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Liability for intellectual property infringement and other
litigation claims, which we may or may not be aware of at the
time of acquisition; and
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Creation of goodwill or other intangible assets that could
result in significant future amortization expense or impairment
charges.
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The failure to achieve the anticipated benefits of an
acquisition may also result in impairment charges for goodwill.
For example, we have in the past ceased availability of certain
products which were originally acquired through business
combinations. Additional or realized risks of this nature could
have a material adverse effect on our business, financial
condition and results of operations.
If we
are unable to establish fair value for any undelivered element
of a sales arrangement, all or a portion of the revenues
relating to the arrangement could be deferred to future
periods.
In the course of our sales efforts, we often enter into multiple
element arrangements that include our systems and one or more of
the following undelivered software-related elements: software
entitlements and maintenance, premium hardware maintenance, and
storage review services. If we are required to change the
pricing of our software-related elements through discounting, or
otherwise introduce variability in the pricing of such elements,
we may be unable to maintain Vendor Specific Objective Evidence
of fair value of the undelivered elements of the arrangement,
and would therefore be required to delay the recognition of all
or a portion of the related arrangement. A delay in the
recognition of revenues may cause fluctuations in our financial
results and may adversely affect our operating margins.
We are
continually seeking ways to make our cost structure and business
processes more efficient, including moving activities from
higher-cost to lower-cost owned locations, as well as
outsourcing certain business process functions. Problems with
the execution of these activities could have an adverse effect
on our business or results of operations.
We continuously seek to make our cost structure and business
processes more efficient. We are focused on increasing workforce
flexibility and scalability, and improving overall
competitiveness by leveraging our global capabilities, as well
as external talent and skills worldwide. For example, certain
engineering activities and projects that were formerly performed
in the U.S. have been moved to lower cost international
locations and we rely on partners or third party service
providers for the provision of certain business process
functions and activities in IT, human resources and accounting.
The challenges involved with these initiatives include executing
business functions in accordance with local laws and other
obligations while maintaining adequate standards, controls and
procedures. We are also subject to increased business continuity
risks as we increase our reliance on such parties. For example,
we may no longer be able to exercise control over some aspects
of the future development, support or maintenance of outsourced
operations and processes, including the management and internal
controls associated with those outsourced business operations
and processes, which could adversely affect our business. If we
are unable to effectively utilize or integrate and interoperate
with external resources or if our partners or third party
service providers experience business difficulties or are unable
to provide business services as anticipated, we may need to seek
alternative service providers or resume providing these business
processes internally, which could be costly and time-consuming
and have a material adverse effect on our operating results. In
addition, we may not achieve the expected benefits of our
business process improvement initiatives.
57
We are
subject to risks related to the provision of employee health
care benefits.
We use a combination of insurance and self-insurance for
workers compensation coverage and health care plans. We
record expenses under these plans based on estimates of the
number and costs of expected claims, administrative costs and
stop-loss premiums. These estimates are then adjusted each year
to reflect actual costs incurred. Actual costs under these plans
are subject to variability depending primarily upon participant
enrollment and demographics, the actual number and costs of
claims made and whether and how much the stop-loss insurance we
purchase covers the cost of these claims. In the event that our
cost estimates differ from actual costs, we could incur
additional unplanned health care costs which could adversely
impact our financial condition.
In March 2010, comprehensive health care reform legislation
under the Patient Protection and Affordable Care Act (HR
3590) and the Health Care Education and Affordability
Reconciliation Act (HR 4872) (collectively, the
Acts) was passed and signed into law. Among other
things, the health reform legislation includes guaranteed
coverage requirements, eliminates pre-existing condition
exclusions and annual and lifetime maximum limits, restricts the
extent to which policies can be rescinded, and imposes new and
significant taxes on health insurers and health care benefits.
Provisions of the health reform legislation become effective at
various dates over the next several years. The Department of
Health and Human Services, the National Association of Insurance
Commissioners, the Department of Labor and the Treasury
Department have yet to issue necessary enabling regulations and
guidance with respect to the health care reform legislation.
Due to the breadth and complexity of the health reform
legislation, the lack of implementing regulations and
interpretive guidance, and the phased-in nature of the
implementation, it is difficult to predict the overall impact of
the health reform legislation on our business over the coming
years. Possible adverse affects of the health reform legislation
include reduced revenues, increased costs, exposure to expanded
liability and requirements for us to revise the ways in which we
conduct business or risk of loss of business. In addition, our
results of operations, financial position, and cash flows could
be materially adversely affected.
We
depend on attracting and retaining qualified personnel. If we
are unable to attract and retain such personnel, our operating
results could be materially and adversely
impacted.
Our continued success depends, in part, on our ability to
identify, attract, motivate and retain qualified personnel.
Because our future success is dependent on our ability to
continue to enhance and introduce new products, we are
particularly dependent on our ability to identify, attract,
motivate and retain qualified engineers with the requisite
education, background and industry experience. Competition for
qualified employees, particularly in Silicon Valley, can be
intense. The loss of the services of a significant number of our
employees, particularly our engineers, salespeople and key
managers, could be disruptive to our development efforts or
business relationships and could materially and adversely affect
our operating results.
Additionally, a component of our strategy to hire and retain
personnel consists of long-term compensation in the form of
equity-based grants. We face increased risk of the inability to
continue to offer equity if we are unable to obtain shareholder
approval in light of increased shareholder activism, heightened
focus on corporate compensation practices, and increased
scrutiny of the dilutive effects of such equity compensation
programs. Such inability could adversely impact our ability to
continue to attract and retain employees.
Our
business could be materially and adversely affected as a result
of a natural disaster, terrorist acts or other catastrophic
events.
We depend on the ability of our personnel, raw materials,
equipment and products to move reasonably unimpeded around the
world. Any political, military, terrorism, global trade, world
health or other issue that hinders this movement or restricts
the import or export of materials could lead to significant
business disruptions. Furthermore, any strike, economic failure
or other material disruption caused by fire, floods, hurricanes,
volcanoes, power loss, power shortages, environmental disasters,
telecommunications failures, break-ins and similar events could
also adversely affect our ability to conduct business. If such
disruptions result in cancellations of customer orders or
contribute to a general decrease in economic activity or
corporate spending on information technology, or directly impact
our marketing, manufacturing, financial and logistics functions,
our results of operations and financial condition could be
materially adversely affected. In addition, our headquarters are
located in
58
Northern California, an area susceptible to earthquakes. If
any significant disaster were to occur, our ability to operate
our business could be impaired.
Undetected
software errors, hardware errors, or failures found in new
products may result in loss of or delay in market acceptance of
our products, which could increase our costs and reduce our
revenues. Product quality problems could lead to reduced
revenues, gross margins and operating results.
Our products may contain undetected software errors, hardware
errors or failures when first introduced or as new versions are
released. Despite testing by us and by current and potential
customers, errors may not be found in new products until after
commencement of commercial shipments, resulting in loss of or
delay in market acceptance, which could materially and adversely
affect our operating results.
In addition, if we fail to remedy a product defect, we may
experience a failure of a product line, temporary or permanent
withdrawal from a product or market, damage to our reputation,
inventory costs or product reengineering expenses, and these
occurrences could have a material impact on our revenues, gross
margins and operating results. We may be subject to losses that
may result from or are alleged to result from defects in our
products, which could subject us to claims for damages,
including consequential damages.
We are
exposed to various risks related to legal proceedings or claims
and protection of intellectual property rights, which could
adversely affect our operating results.
We are a party to lawsuits in the normal course of our business,
including our ongoing litigation with Sun Microsystems which was
acquired by Oracle Corporation in January 2010. Litigation can
be expensive, lengthy and disruptive to normal business
operations. Moreover, the results of complex legal proceedings
are difficult to predict. An unfavorable resolution of a
particular lawsuit could have a material adverse effect on our
business, operating results, or financial condition.
If we are unable to protect our intellectual property, we may be
subject to increased competition that could materially and
adversely affect our operating results. Our success depends
significantly upon our proprietary technology. We rely on a
combination of copyright and trademark laws, trade secrets,
confidentiality procedures, contractual provisions, and patents
to protect our proprietary rights. We seek to protect our
software, documentation and other written materials under trade
secret, copyright and patent laws, which afford only limited
protection. Some of our U.S. trademarks are registered
internationally as well. We will continue to evaluate the
registration of additional trademarks as appropriate. We
generally enter into confidentiality agreements with our
employees and with our resellers, strategic partners and
customers. We currently have multiple U.S. and
international patent applications pending and multiple
U.S. patents issued. The pending applications may not be
approved, and our existing and future patents may be challenged.
If such challenges are brought, the patents may be invalidated.
We may not be able to develop proprietary products or
technologies that are patentable, or where any issued patent
will provide us with any competitive advantages or will not be
challenged by third parties. Further, the patents of others may
materially and adversely affect our ability to do business. In
addition, a failure to obtain and defend our trademark
registrations may impede our marketing and branding efforts and
competitive position.
Litigation may be necessary to protect our proprietary
technology. Any such litigation may be time-consuming and
costly. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products
or obtain and use information that we regard as proprietary. In
addition, the laws of some foreign countries do not protect
proprietary rights to as great an extent as do the laws of the
United States. Our means of protecting our proprietary rights
may not be adequate or our competitors may independently develop
similar technology, duplicate our products, or design around
patents issued to us or other intellectual property rights of
ours.
We are subject to intellectual property infringement claims. We
may, from time to time, receive claims that we are infringing
third parties intellectual property rights. Third parties
may in the future, claim infringement by us with respect to
current or future products, patents, trademarks or other
proprietary rights. We expect that companies in the network
storage and data management market will increasingly be subject
to infringement claims as the number of products and competitors
in our industry segment grows and the functionality of products
in different industry segments overlaps. Any such claims could
be time consuming, result in costly litigation, cause product
shipment delays, require us to redesign our products or enter
into royalty or licensing agreements, any of which
59
could materially and adversely affect our operating results.
Such royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all.
Our
business could be materially adversely affected by changes in
regulations or standards regarding energy efficiency of our
products and climate change issues.
We continually seek ways to increase the energy efficiency of
our products. Recent analyses have estimated the amount of
global carbon emissions that are due to information technology
products. As a result, governmental and non-governmental
organizations have turned their attention to development of
regulations and standards to drive technological improvements
and reduce such amount of carbon emissions. There is a risk that
the development of these standards will not fully address the
complexity of the technology developed by the IT industry or
will favor certain technological approaches. Depending on the
regulations or standards that are ultimately adopted, compliance
could adversely affect our business, financial condition or
operating results.
Climate change issues, energy usage and emissions controls may
result in new environmental legislation and regulations, at any
or all of the international, federal and state levels, that may
unfavorably impact us, our suppliers, and our customers in how
we conduct our business including the design, development, and
manufacturing of our products. This could cause us to incur
additional direct costs in complying with any new environmental
regulations, as well as increased indirect costs resulting from
our customers, suppliers or both incurring additional compliance
costs that get passed on to us. These costs may adversely impact
our operations and financial condition.
Our business and results of operations could be adversely
impacted as a consequence of regulations or business trends such
as:
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Decreased demand for storage products that produce significant
greenhouse gases
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Increased demand for storage products that produce lower
emissions and are more energy efficient, and increased
competition to develop such products; and
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Reputational risk based on negative public perception of
publicly reported data on our greenhouse gas emissions.
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Our
business is subject to increasingly complex corporate
governance, public disclosure, accounting and tax requirements
that have increased both our costs and the risk of
noncompliance.
Because our common stock is publicly traded, we are subject to
certain rules and regulations of federal, state and financial
market exchange entities charged with the protection of
investors and the oversight of companies whose securities are
publicly traded. These entities, including the Public Company
Accounting Oversight Board, the SEC, and NASDAQ, have
implemented requirements and regulations and continue developing
additional regulations and requirements in response to corporate
scandals and laws enacted by Congress, most notably the
Sarbanes-Oxley Act of 2002. Our efforts to comply with these
regulations have resulted in, and are likely to continue
resulting in, increased general and administrative expenses and
diversion of management time and attention from
revenue-generating activities to compliance activities.
We completed our evaluation of our internal controls over
financial reporting for the fiscal year ended April 30,
2010 as required by Section 404 of the Sarbanes-Oxley Act
of 2002. Although our assessment, testing and evaluation
resulted in our conclusion that as of April 30, 2010, our
internal controls over financial reporting were effective, we
cannot predict the outcome of our testing in future periods. If
our internal controls are ineffective in future periods, our
business and reputation could be harmed. We may incur additional
expenses and commitment of managements time in connection
with further evaluations, both of which could materially
increase our operating expenses and accordingly reduce our
operating results.
Because new and modified laws, regulations, and standards are
subject to varying interpretations in many cases due to their
lack of specificity, their application in practice may evolve
over time as new guidance is provided by regulatory and
governing bodies. This evolution may result in continuing
uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and
governance practices.
60
Changes
in financial accounting standards may cause adverse unexpected
fluctuations and affect our reported results of
operations.
A change in accounting standards or practices and varying
interpretations of existing accounting pronouncements, such as
changes to standards related to revenue recognition recently
adopted by the FASB, the increased use of fair value measure,
and the potential requirement that U.S. registrants prepare
financial statements in accordance with International Financial
Reporting Standards (IFRS), could have a significant
effect on our reported financial results or the way we conduct
our business.
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Item 2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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On May 13, 2003, we announced that our Board of Directors
had authorized a stock repurchase program. As of July 30,
2010, our Board of Directors had authorized the repurchase of up
to $4,023.6 million of common stock under this program. We
did not repurchase any common stock during the three month
period ended July 30, 2010. As of July 30, 2010, we
had repurchased 104.3 million shares of our common stock at
a weighted-average price of $28.06 per share for an aggregate
purchase price of $2,927.4 million since inception of the
stock repurchase program, and the remaining authorized amount
for stock repurchases under this program was
$1,096.2 million with no termination date.
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Item 3.
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Defaults
upon Senior Securities
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None
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Item 5.
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Other
Information
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None
See the Exhibit Index immediately following the signature
page of this Quarterly Report on
Form 10-Q.
61
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
NETAPP, INC.
(Registrant)
Steven J. Gomo
Executive Vice President of Finance and
Chief Financial Officer
Date: August 27, 2010
62
EXHIBIT INDEX
|
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|
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Exhibit No
|
|
Description
|
|
|
3
|
.1(1)
|
|
Certificate of Incorporation of the Company, as amended.
|
|
3
|
.2(2)
|
|
Bylaws of the Company.
|
|
10
|
.1(3)
|
|
Bycast Inc. 2010 Equity Incentive Plan.
|
|
10
|
.2(3)
|
|
Incentive Stock Option Plan of Bycast Inc.
|
|
31
|
.1
|
|
Certification of the Chief Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
Certification of the Chief Financial Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.2
|
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.
|
|
101
|
.INS*
|
|
XBRL Instance Document
|
|
101
|
.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
101
|
.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101
|
.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
101
|
.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
101
|
.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
(1) |
|
Previously filed as an exhibit to the Companys Annual
Report on
Form 10-K
dated June 24, 2008. |
|
(2) |
|
Previously filed as an exhibit to the Companys Quarterly
Report on
Form 10-Q
dated March 1, 2010. |
|
(3) |
|
Previously filed as an exhibit to the Companys
S-8
registration statement dated June 18, 2010. |
|
* |
|
To be furnished by amendment. |