# NetApp, Inc.: Form 10-Q for the period ended Oct 27, 2023

- Company: [NetApp, Inc.](/companies/ntap.md) (CIK 1002047)
- Form: 10-Q
- Filed: 2023-11-30
- Accepted by EDGAR: Nov 30, 2023, 21:05 ET
- Period: 2023-10-27
- Accession: 0000950170-23-067033
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1002047/000095017023067033/ntap-20231027.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1002047/000095017023067033/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-10-27.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-29 to 2023-10-27 | $1.56bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2023-04-29 to 2023-10-27 | $2.99bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2023-07-29 to 2023-10-27 | $452.0m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2023-04-29 to 2023-10-27 | $888.0m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2023-07-29 to 2023-10-27 | $1.11bn | us-gaap:GrossProfit |
| Gross profit | 6 months, 2023-04-29 to 2023-10-27 | $2.11bn | us-gaap:GrossProfit |
| Research and development | 3 months, 2023-07-29 to 2023-10-27 | $262.0m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2023-04-29 to 2023-10-27 | $509.0m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2023-07-29 to 2023-10-27 | $304.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-04-29 to 2023-10-27 | $482.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-07-29 to 2023-10-27 | $15.0m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2023-04-29 to 2023-10-27 | $31.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-29 to 2023-10-27 | $82.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-04-29 to 2023-10-27 | $119.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-29 to 2023-10-27 | $233.0m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-04-29 to 2023-10-27 | $382.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-29 to 2023-10-27 | $1.10 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-04-29 to 2023-10-27 | $1.79 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-29 to 2023-10-27 | $1.12 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-04-29 to 2023-10-27 | $1.82 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-29 to 2023-10-27 | 211,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-04-29 to 2023-10-27 | 214,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-04-29 to 2023-10-27 | $588.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2023-04-29 to 2023-10-27 | $73.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2023-04-29 to 2023-10-27 | $209.0m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2023-04-29 to 2023-10-27 | $700.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-10-27 | $1.93bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-10-27 | $3.99bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-10-27 | $9.07bn | us-gaap:Assets |
| Current liabilities | at 2023-10-27 | $3.73bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-10-27 | $8.30bn | us-gaap:Liabilities |
| Long-term debt | at 2023-10-27 | $1.99bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-10-27 | $400.0m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2023-10-27 | $0 | us-gaap:CommercialPaper |
| Shareholders' equity | at 2023-10-27 | $770.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 48,680 characters.

*This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the actual results of NetApp, Inc. (“we,” “us,” or the “Company”) may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those described in our 2023 Annual Report on Form 10-K, including under the heading “Risk Factors” and discussed in this Form 10-Q under the heading “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with our consolidated financial statements as of and for the fiscal year ended April 28, 2023, and the notes thereto, contained in our Annual Report on Form 10-K, and the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.*

### Overview

### Our Company

NetApp is a global cloud-led, data-centric software company that empowers customers with hybrid multicloud solutions built for a better future. Building on more than three decades of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments. NetApp delivers value in simplicity, security, savings, and sustainability with automation and optimization for IT teams to thrive on premises, in the clouds, and everywhere in between. We are a proven leader in all-flash storage with the only storage OS natively available on the biggest clouds, and we believe we provide industry-leading protection and security, and innovative CloudOps services.

In a world of hybrid multicloud complexity, we envision a better IT experience—an evolved cloud state where on-premises and cloud environments are united as one. We build solutions that drive faster innovation wherever our customers’ data and applications live, with unified management and AI-driven optimization, giving organizations the freedom to do what’s best for today’s business and the flexibility to adapt for tomorrow. Our infrastructure, data, and application services are hybrid multicloud by design to deliver a unified experience that is integrated with the rich services of our cloud partners.

Our operations are organized into two segments: Hybrid Cloud and Public Cloud.

*Hybrid Cloud* offers a portfolio of storage management and infrastructure solutions that help customers recast their traditional data centers into modern data centers with the power of the cloud. Our Hybrid Cloud portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations. We offer a broad portfolio of cloud-connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software. Hybrid Cloud is composed of software, hardware, and related support, as well as professional and other services.

*Public Cloud* offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage and data services and cloud operations services. Our enterprise-class solutions and services enable customers to control and manage storage in the cloud, consume high-performance storage services for primary workloads, and optimize cloud environments for cost and efficiency. These solutions and services are generally available on the leading public clouds, including Amazon AWS, Microsoft Azure, and Google Cloud Platform.

### Global Business Environment

#### Macroeconomic Conditions

Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad have resulted and may continue to result in adverse macroeconomic conditions, including inflation, rising interest rates, foreign exchange volatility, slower growth and possibly a recession. In particular, during the first six months of fiscal 2024, and throughout fiscal 2023, we experienced a weakened demand environment, characterized by cloud optimizations and increased budget scrutiny, which resulted in smaller deal sizes, longer selling cycles, and delays of some deals.

If these macroeconomic uncertainties persist or worsen during the remainder of fiscal 2024, we may observe a further reduction in customer demand for our offerings, which could impact our operating results.

#### Supply Chain

Supply chain constraints, which substantially began to impact us in the first half of fiscal 2023, led to elevated product component and freight costs during the first six months of fiscal 2023. Comparatively, in the first six months of fiscal 2024, the supply chain substantially improved, resulting in lower costs.

### Stock Repurchase and Dividend Activity

During the first six months of fiscal 2024, we repurchased approximately 9 million shares of our common stock at an average price of $75.12 per share, for an aggregate of $700 million. We also declared aggregate cash dividends of $1.00 per share in that period, for which we paid $209 million.

### Restructuring Events

In the first six months of fiscal 2024, we executed a restructuring plan to redirect resources to highest return activities and optimize our global office space for our hybrid work model. Aggregate restructuring charges incurred under the plan during the second quarter and first six months of fiscal 2024 totaled $5 million and $31 million, respectively.

### Results of Operations

Our fiscal year is reported as a 52- or 53-week year that ends on the last Friday in April. Fiscal years 2024 and 2023, ending on April 26, 2024 and April 28, 2023, respectively, are each 52-week years, with 13 weeks in each of their quarters. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in April and the associated quarters, months and periods of those fiscal years.

The following table sets forth certain condensed consolidated statements of income data as a percentage of net revenues for the periods indicated:

| Net revenues: | Three Months Ended October 27, 2023 | October 28, 2022 | Six Months Ended October 27, 2023 | October 28, 2022 |
| --- | ---: | ---: | ---: | ---: |
| Product | 45% | 50% | 43% | 50% |
| Services | 55 | 50 | 57 | 50 |
| Net revenues | 100 | 100 | 100 | 100 |
| **Cost of revenues:** |  |  |  |  |
| Cost of product | 18 | 25 | 18 | 25 |
| Cost of services | 11 | 10 | 12 | 9 |
| **Gross profit** | 71 | 65 | 70 | 66 |
| **Operating expenses:** |  |  |  |  |
| Sales and marketing | 30 | 29 | 31 | 29 |
| Research and development | 17 | 15 | 17 | 15 |
| General and administrative | 5 | 4 | 5 | 4 |
| Restructuring charges | — | 1 | 1 | 1 |
| Acquisition-related expense | — | — | — | — |
| Total operating expenses | 52 | 48 | 54 | 49 |
| **Income from operations** | 19 | 17 | 16 | 16 |
| Other income, net | 1 | 1 | 1 | 1 |
| **Income before income taxes** | 20 | 18 | 17 | 18 |
| Provision (benefit) for income taxes | 5 | (27) | 4 | (12) |
| **Net income** | 15% | 45% | 13% | 30% |

Percentages may not add due to rounding

### Discussion and Analysis of Results of Operations

### Net Revenues (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net revenues | $1,562 | $1,663 | (6)% | $2,994 | $3,255 | (8)% |

The decrease in net revenues for the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023 was primarily due to a decrease in product revenues, partially offset by an increase in services revenues. Product revenues as a percentage of net revenues decreased by five percentage points and seven percentage points in the second quarter and first six months of fiscal 2024, respectively, compared to the corresponding periods of fiscal 2023. Fluctuations in foreign currency exchange rates favorably impacted net revenues percent change by approximately one percentage point in both the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023.

### Product Revenues (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Product revenues** | **$706** | **$837** | **(16)%** | **$1,296** | **$1,623** | **(20)%** |
| Hardware (Non-GAAP) | 308 | 342 | (10)% | 556 | 652 | (15)% |
| Software (Non-GAAP) | 398 | 495 | (20)% | 740 | 971 | (24)% |

28

#### Hybrid Cloud

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

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

Total product revenues decreased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year primarily due to lower sales of all-flash array and hybrid systems as a result of softening customer demand, and despite the slightly favorable impact from foreign exchange rate fluctuations.

Revenues from the hardware component of product revenues represented 44% and 43% of product revenues in the second quarter and first six months of fiscal 2024, compared to 41% and 40% of product revenues in the corresponding periods of the prior year. The software component of product revenues represented 56% and 57% of product revenues in the second quarter and first six months of fiscal 2024, compared to 59% and 60% of product revenues in the corresponding periods of the prior year. The decrease in the software component percentage of product revenues in the second quarter and first six months of fiscal 2024 was primarily due to the mix of systems sold.

### Services Revenues (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Services revenues** | **$856** | **$826** | **4%** | **$1,698** | **$1,632** | **4%** |
| Support | 623 | 607 | 3% | 1,234 | 1,205 | 2% |
| Professional and other services | 79 | 77 | 3% | 156 | 153 | 2% |
| Public cloud | 154 | 142 | 8% | 308 | 274 | 12% |

#### Hybrid Cloud

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

Support revenues increased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year as a result of a higher aggregate support contract value for our installed base.

Professional and other services revenues increased slightly in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year.

#### Public Cloud

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

Public Cloud revenues increased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year primarily due to customer demand for NetApp’s diversified cloud offerings, coupled with overall growth in the cloud market.

### Cost of Revenues

Our cost of revenues consists of:

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

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

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

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Cost of product revenues** | **$276** | **$418** | **(34)%** | **$541** | **$815** | **(34)%** |
| Hybrid Cloud | 275 | 417 | (34)% | 539 | 812 | (34)% |
| Unallocated | 1 | 1 | —% | 2 | 3 | (33)% |

#### Hybrid Cloud

Cost of Hybrid Cloud product revenues represented approximately 39% and 42% of product revenues for the second quarter and first six months of fiscal 2024 compared to 50% for the corresponding periods of fiscal 2023. Materials costs represented 86% and 87% of cost of Hybrid Cloud product revenues for the second quarter and first six months of fiscal 2024, compared to 95% and 94% for the corresponding periods of fiscal 2023.

Materials costs decreased by approximately $158 million and $292 million in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year, reflecting the decrease in product revenues and lower component and freight costs as a result of supply chain improvements.

Hybrid Cloud product gross margins increased by approximately eleven percentage points and eight percentage points in the second quarter and first six months of fiscal 2024, compared to the corresponding periods of the prior year, primarily due to lower component and freight costs and, to a lesser extent, the favorable impacts of fluctuations in foreign currency exchange rates on product revenues.

#### Unallocated

Unallocated cost of product revenues decreased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year due to certain intangible assets becoming fully amortized during the first quarter of fiscal 2023.

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

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Cost of services revenues** | **$176** | **$158** | **11%** | **$347** | **$307** | **13%** |
| Support | 50 | 45 | 11% | 97 | 88 | 10% |
| Professional and other services | 60 | 54 | 11% | 118 | 106 | 11% |
| Public cloud | 52 | 45 | 16% | 103 | 85 | 21% |
| Unallocated | 14 | 14 | —% | 29 | 28 | 4% |

#### Hybrid Cloud

Cost of Hybrid Cloud services revenues, which are composed of the costs of support and professional and other services, increased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023. Cost of Hybrid Cloud services revenues represented approximately 16% and 15% of Hybrid Cloud services revenues in the second quarter and first six months of fiscal 2024, compared to 14% for the corresponding periods of fiscal 2023.

Hybrid Cloud support gross margins decreased by less than one percentage point in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year. Hybrid Cloud professional and other services gross margins decreased by approximately six percentage points in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023, due to the mix of services provided.

#### Public Cloud

Cost of Public Cloud revenues increased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023 reflecting the increase in Public Cloud revenues. Public Cloud gross margins decreased by two percentage points in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023, primarily due to the mix of offerings provided.

#### Unallocated

Unallocated cost of services revenues were relatively flat in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year.

### Operating Expenses

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

Sales and marketing, research and development, and general and administrative expenses for the second quarter and first six months of fiscal 2024 totaled $798 million, or 51% of net revenues, and $1,587 million, or 53% of net revenues, respectively, reflecting an increase of four percentage points and five percentage points, respectively, compared to the corresponding periods of fiscal 2023, primarily due to the decrease in net revenues.

Compensation costs represent the largest component of sales and marketing, research and development and general and administrative expenses. Included in compensation costs are salaries, benefits, other compensation-related costs, stock-based compensation expense and employee incentive compensation plan costs.

Total compensation costs included in sales and marketing, research and development and general and administrative expenses increased by $32 million, or 7%, and $50 million, or 5%, in the second quarter and first six months of fiscal 2024, respectively, compared to the corresponding periods of the prior year, primarily due to increases in stock-based compensation and incentive compensation expenses. Stock-based compensation expense in the first six months of fiscal 2024 also included incremental expense related to the reset and rollover mechanism of our employee stock purchase plan. These increases were partially offset by lower salaries expense, reflecting average headcount decreases of 9% and 6%, respectively.

#### Sales and Marketing (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Sales and marketing expenses | $461 | $479 | (4)% | $929 | $937 | (1)% |

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

|  | Three Months Ended Fiscal 2024 to Fiscal 2023 | Six Months Ended Fiscal 2024 to Fiscal 2023 |
| --- | ---: | ---: |
| Compensation costs | — | 1 |
| Commissions | (4) | (2) |
| Total change | (4) | (1) |

Compensation costs remained relatively flat in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year.

The decrease in commissions expense for the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year was primarily due to lower performance against sales goals.

#### Research and Development (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Research and development expenses | $262 | $243 | 8% | $509 | $483 | 5% |

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

|  | Three Months Ended Fiscal 2024 to Fiscal 2023 | Six Months Ended Fiscal 2024 to Fiscal 2023 |
| --- | ---: | ---: |
| Compensation costs | 9 | 6 |
| Development projects and outside services | (1) | (1) |
| Total change | 8 | 5 |

The increase in compensation costs for the second quarter and first six months of fiscal 2024 compared to the corresponding periods in the prior year was primarily attributable to higher incentive compensation expenses and stock-based compensation, partially offset by lower salaries expense, reflecting decreases in average headcount of 8% and 5%, respectively.

The decrease in development projects and outside services for the second quarter and first six months of fiscal 2024 compared to the corresponding periods in the prior year was primarily due to the lower spending on certain engineering projects.

#### General and Administrative (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| General and administrative expenses | $75 | $67 | 12% | $149 | $139 | 7% |

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

|  | Three Months Ended Fiscal 2024 to Fiscal 2023 | Six Months Ended Fiscal 2024 to Fiscal 2023 |
| --- | ---: | ---: |
| Compensation costs | 13 | 9 |
| Other | (1) | (2) |
| Total change | 12 | 7 |

The increase in compensation costs in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year was attributable to higher expenses for all components of compensation costs, but predominantly higher incentive compensation expenses.

#### Restructuring Charges (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Restructuring charges | $5 | $11 | (55)% | $31 | $22 | 41% |

In the first six months of fiscal 2024, we executed a restructuring plan to redirect resources to highest return activities, and to optimize our global office space for our hybrid work model. In connection with the plan, we reduced our global workforce by approximately 1% and terminated certain real estate leases in various countries, resulting in restructuring charges comprised primarily of employee severance-related expenses and lease termination charges. The workforce related activities under the plan are substantially complete.

#### Acquisition-related Expense (in millions, except percentages):

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Acquisition-related expense | $3 | $5 | (40)% | $6 | $15 | (60)% |

Acquisition-related expenses for the second quarter and first six months of fiscal 2024 totaled $3 million and $6 million, respectively, and were primarily related to our integration of previous acquisitions.

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

The components of other income, net were as follows:

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest income | $25 | $14 | 79% | $53 | $21 | 152% |
| Interest expense | (15) | (17) | (12)% | (31) | (35) | (11)% |
| Other, net | 1 | 26 | NM | (3) | 52 | NM |
| Total | $11 | $23 | NM | $19 | $38 | NM |

NM – Not Meaningful

Interest income increased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of the prior year primarily due to higher yields earned on our cash and investments. Interest expense decreased in the second quarter and first six months of fiscal 2024 compared to the corresponding periods of fiscal 2023 due to the extinguishment of certain senior notes in the second quarter of fiscal 2023.

In the second quarter of fiscal 2023, Other, net includes $21 million of other income for non-refundable, up-front payments from customers in Russia for support contracts, which we were not able to fulfill due to imposed sanctions and for which we have no remaining legal obligation to perform. Other, net for the first six months of fiscal 2023 also includes a $32 million gain recognized on our sale of a minority equity interest in a privately held company for proceeds of approximately $59 million. The remaining differences in Other, net for the second quarter and first six months of fiscal 2024 as compared to the corresponding periods of the prior year are partially due to foreign exchange gains and losses year-over-year.

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

|  | Three Months Ended October 27, 2023 | October 28, 2022 | % Change | Six Months Ended October 27, 2023 | October 28, 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Provision (benefit) for income taxes | $82 | $(445) | (118)% | $119 | $(389) | (131)% |

Our effective tax rate for the three and six months ended October 27, 2023 includes benefits for increased fiscal 2023 foreign tax credits, partially offset by an increase in stock compensation for which no tax benefit is currently recorded. The effective tax rate for the three and six months ended October 28, 2022, includes a discrete tax benefit resulting from an intra-entity asset transfer of certain intellectual property (“IP”).

During the second quarter of fiscal 2023, we completed an intra-entity asset transfer of certain IP to our international headquarters (the “IP Transfer”). The transaction resulted in a step-up of tax-deductible basis in the transferred assets, and accordingly, created a temporary difference where the tax basis exceeded the financial statement basis of such intangible assets, which resulted in the recognition of a discrete tax benefit and related deferred tax asset of $524 million during the second quarter of fiscal 2023. Management applied significant judgment when determining the fair value of the IP, which serves as the tax basis of the deferred tax asset. With the assistance of third-party valuation specialists, the fair value of the IP was determined principally based on the present value of projected cash flows related to the IP which reflects management’s assumptions regarding projected revenues, expenses and a discount rate. The tax-deductible amortization related to the transferred IP rights will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely. The deferred tax asset and the tax benefit were measured based on the enacted tax rates expected to apply in the years the asset is expected to be realized. We expect to realize the deferred tax asset resulting from the IP Transfer and will assess the realizability of the deferred tax asset quarterly. Any Organisation for Economic Co-operation and Development’s (“OECD”) actions adopted internationally, could impact our financial results in future periods. The impact of the transaction to net cash provided by or used in operating, investing and financing activities on the condensed consolidated statements of cash flows during the quarter ended October 28, 2022, was not material.

As of October 27, 2023, we had $223 million of gross unrecognized tax benefits. Inclusive of penalties, interest and certain income tax benefits, $149 million would affect our provision for income taxes if recognized. Net unrecognized tax benefits of $148 million have been recorded in other long-term liabilities.

### Liquidity, Capital Resources and Cash Requirements

*(In millions)*

|  | October 27, 2023 | April 28, 2023 |
| --- | ---: | ---: |
| Cash, cash equivalents and short-term investments | $2,620 | $3,070 |
| Principal amount of debt | $2,400 | $2,400 |

The following is a summary of our cash flow activities:

*(In millions)*

|  | Six Months Ended October 27, 2023 | October 28, 2022 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $588 | $495 |
| Net cash used in investing activities | (1) | (916) |
| Net cash used in financing activities | (942) | (979) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (26) | (43) |
| Net change in cash, cash equivalents and restricted cash | $(381) | $(1,443) |

### Cash Flows

As of October 27, 2023, our cash, cash equivalents and short-term investments were $2.6 billion, which represents a decrease of $450 million during the first six months of fiscal 2024. The decrease was primarily due to $700 million used for the repurchase of our common stock, $209 million used for the payment of dividends and $73 million used for purchases of property and equipment, partially offset by $588 million provided by operating activities. Net working capital was $0.3 billion as of October 27, 2023, a reduction of $953 million when compared to April 28, 2023, primarily due to the decrease in cash, cash equivalents and short-term investments discussed above and the reclassification of $400 million principal amount of our senior notes from long-term to current liabilities.

#### Cash Flows from Operating Activities

During the first six months of fiscal 2024, we generated cash from operating activities of $588 million, reflecting net income of $382 million which was increased by non-cash depreciation and amortization expense of $128 million and non-cash stock-based compensation expense of $180 million, compared to $495 million of cash generated from operating activities during the first six months of fiscal 2023.

Significant changes in assets and liabilities in the first six months of fiscal 2024 included the following:

- *Accounts receivable* decreased $185 million, reflecting lower billings and more favorable invoicing linearity in the first six months of fiscal 2024 compared to the last six months of fiscal 2023.
- *Deferred revenue and financed unearned services revenue* decreased by $241 million, primarily due to a decrease in deferred revenue for software and hardware support contracts, reflecting the seasonality of support contract renewal activities.

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

#### Cash Flows from Investing Activities

During the first six months of fiscal 2024, we generated $72 million from maturities and sales of investments, net of purchases and paid $73 million for capital expenditures, as compared to the same period of fiscal 2023, in which we used $342 million for the purchases of investments, net of maturities and sales, and paid $142 million for capital expenditures. During the first six months of fiscal 2023, we paid approximately $491 million, net of cash acquired, for a privately-held company, and received proceeds of $59 million from the sale of one of our minority investments.

#### Cash Flows from Financing Activities

During the first six months of fiscal 2024, cash flows used in financing activities totaled $942 million and included $700 million for the repurchase of approximately 9 million shares of common stock and $209 million for the payment of dividends. During the first six months of fiscal 2023, cash flows used in financing activities totaled $979 million and included $500 million for the repurchase of approximately 7 million shares of common stock, $218 million for the payment of dividends and $250 million to redeem our Senior Notes due in December 2022.

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

### Liquidity

Our principal sources of liquidity as of October 27, 2023 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our commercial paper program and related credit facility.

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

|  | October 27, 2023 | April 28, 2023 |
| --- | ---: | ---: |
| Cash and cash equivalents | $1,934 | $2,316 |
| Short-term investments | 686 | 754 |
| Total | $2,620 | $3,070 |

As of October 27, 2023 and April 28, 2023, $2.2 billion of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $0.4 billion and $0.9 billion, respectively, were available in the U.S.

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

The principal objectives of our investment policy are the preservation of principal and maintenance of liquidity. We attempt to mitigate default risk by investing in high-quality investment grade securities, limiting the time to maturity and monitoring the counter-parties and underlying obligors closely. We believe our cash equivalents and short-term investments are liquid and accessible. We are not aware of any significant deterioration in the fair value of our cash equivalents or investments from the values reported as of October 27, 2023.

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

#### Senior Notes

The following table summarizes the principal amount of our Senior Notes as of October 27, 2023 (in millions):

|  | Amount |
| --- | ---: |
| 3.30% Senior Notes Due September 2024 | $400 |
| 1.875% Senior Notes Due June 2025 | 750 |
| 2.375% Senior Notes Due June 2027 | 550 |
| 2.70% Senior Notes Due June 2030 | 700 |
| Total | $2,400 |

Interest on the Senior Notes is payable semi-annually. For further information on the underlying terms, see Note 7 – Financing Arrangements of the Notes to Condensed Consolidated Financial Statements.

#### Commercial Paper Program and Credit Facility

We have a commercial paper program (the “Program”), under which we may issue unsecured commercial paper notes. Amounts available under the Program may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the Program at any time not to exceed $1.0 billion. The maturities of the notes can vary but may not exceed 397 days from the date of issue. The notes are sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes. No commercial paper notes were outstanding as of October 27, 2023.

In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was amended in May 2023 primarily to replace the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the basis for establishing the interest rate applicable to certain borrowings under the agreement, provides for a $1.0 billion revolving unsecured credit facility, with a sublimit of $50 million available for the issuance of letters of credit on our behalf. The credit facility matures on January 22, 2026, with an option for us to extend the maturity date for two additional 1-year periods, subject to certain conditions. The proceeds of the loans may be used by us for general corporate purposes and as liquidity support for our existing commercial paper program. As of October 27, 2023, we were compliant with all associated covenants in the agreement. No amounts were drawn against this credit facility during any of the periods presented.

### Capital Expenditure Requirements

We expect to fund our capital expenditures, including our commitments related to facilities, equipment, operating leases and internal-use software development projects over the next few years through existing cash, cash equivalents, investments and cash generated from operations. The timing and amount of our capital requirements cannot be precisely determined and will depend on a number of factors, including future demand for products, changes in the network storage industry, hiring plans and our decisions related to the financing of our facilities and equipment requirements. We anticipate capital expenditures for the remainder of fiscal 2024 to be between $85 million and $135 million.

### Transition Tax Payments

The Tax Cuts and Jobs Act of 2017 imposed a mandatory, one-time transition tax on accumulated foreign earnings and profits that had not previously been subject to U.S. income tax. As of October 27, 2023, outstanding payments related to the transition tax are estimated to be approximately $215 million of which $115 million and $100 million are expected to be paid during fiscal 2025 and fiscal 2026, respectively. Our estimates for future transition tax payments, however, could change with further guidance or review from U.S. federal and state tax authorities or other regulatory bodies.

### Dividends and Stock Repurchase Program

On November 21, 2023, we declared a cash dividend of $0.50 per share of common stock, payable on January 24, 2024, to holders of record as of the close of business on January 5, 2024.

As of October 27, 2023, our Board of Directors had authorized the repurchase of up to $16.1 billion of our common stock under our stock repurchase program. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time. Since the May 13, 2003 inception of this program through October 27, 2023, we repurchased a total of 369 million shares of our common stock at an average price of $41.75 per share, for an aggregate purchase price of $15.4 billion. As of October 27, 2023, the remaining authorized amount for stock repurchases under this program was $0.7 billion.

### Purchase Commitments

In the ordinary course of business, we make commitments to third-party contract manufacturers and component suppliers to manage manufacturer lead times and meet product forecasts, and to other parties, to purchase various key components used in the manufacture of our products. In addition, we have open purchase orders and contractual obligations associated with our ordinary course of business for which we have not yet received goods or services. These off-balance sheet purchase commitments totaled approximately $0.7 billion at October 27, 2023.

### Financing Guarantees

While most of our arrangements for sales include short-term payment terms, from time to time we provide long-term financing to creditworthy customers. We have generally sold receivables financed through these arrangements on a non-recourse basis to third party financing institutions within 10 days of the contracts’ dates of execution, and we classify the proceeds from these sales as cash flows from operating activities in our condensed consolidated statements of cash flows. We account for the sales of these receivables as “true sales” as defined in the accounting standards on transfers of financial assets, as we are considered to have surrendered control of these financing receivables. We sold $27 million and $10 million of receivables during the first six months of fiscal 2024 and fiscal 2023, respectively.

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

Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions. Under the terms of recourse leases, which are generally three years or less, we remain liable for the aggregate unpaid remaining lease payments to the third-party leasing companies in the event of end-user customer default. These arrangements are generally collateralized by a security interest in the underlying assets. As of October 27, 2023 and April 28, 2023, the aggregate amount by which such contingencies exceeded the associated liabilities was not significant. To date, we have not experienced significant losses under our lease financing programs or other financing arrangements.

We have entered into service contracts with certain of our end-user customers that are supported by third-party financing arrangements. If a service contract is terminated as a result of our non-performance under the contract or our failure to comply with the terms of the financing arrangement, we could, under certain circumstances, be required to acquire certain assets related to the service contract or to pay the aggregate unpaid payments under such arrangements. As of October 27, 2023, we have not been required to make any payments under these arrangements, and we believe the likelihood of having to acquire a material amount of assets or make payments under these arrangements is remote. The portion of the financial arrangement that represents unearned services revenue is included in deferred revenue and financed unearned services revenue in our condensed consolidated balance sheets.

### Legal Contingencies

We are subject to various legal proceedings and claims which arise in the normal course of business. See further details on such matters in Note 15 – Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements.

### Critical Accounting Policies and Estimates

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

The summary of significant accounting policies is included under Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of Annual Report on Form 10-K for the year ended April 28, 2023. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. There have been no material changes to the critical accounting policies and estimates as filed in such report.

## Market risk

As filed, 4,754 characters.

We are exposed to market risk related to fluctuations in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage foreign currency exchange risks. We do not use derivative financial instruments for speculative or trading purposes. All financial instruments are used in accordance with management-approved policies.

### Interest Rate Risk

*Fixed Income Investments —* As of October 27, 2023, we had fixed income debt investments of $686 million and certificates of deposit of $43 million. Our fixed income debt investment portfolio primarily consists of investments with original maturities greater than three months at the date of purchase, which are classified as available-for-sale investments. These fixed income debt investments, which consist primarily of corporate bonds and U.S. Treasury and government debt securities, and our certificates of deposit are subject to interest rate and interest income risk and will decrease in value if market interest rates increase. Conversely, declines in interest rates, including the impact from lower credit spreads, could have an adverse impact on interest income for our investment portfolio. A hypothetical 100 basis point increase in market interest rates from levels as of October 27, 2023 would have resulted in a decrease in the fair value of our fixed-income securities of approximately $2 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.

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 monitor and evaluate our investment portfolio on a quarterly basis for any other-than-temporary impairments.

*Debt —* As of October 27, 2023, we have outstanding $2.4 billion aggregate principal amount of Senior Notes. We carry these instruments at face value less unamortized discount and issuance costs on our condensed consolidated balance sheets. Since these instruments bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates. However, the fair value of these instruments fluctuates when interest rates change. See Note 7 – Financing Arrangements of the Notes to Condensed Consolidated Financial Statements for more information.

*Credit Facility —* We are exposed to the impact of changes in interest rates in connection with our $1.0 billion five-year revolving credit facility. Borrowings under the facility accrue interest at rates that vary based on certain market rates and our credit rating on our Senior Notes. Consequently, our interest expense would fluctuate with any changes in these market interest rates or in our credit rating if we were to borrow any amounts under the credit facility. As of October 27, 2023, no amounts were outstanding under the credit facility.

### Foreign Currency Exchange Rate Risk

We hedge risks associated with certain foreign currency transactions to minimize the impact of changes in foreign currency exchange rates on earnings. We utilize foreign currency exchange forward contracts to hedge against the short-term impact of foreign currency fluctuations on certain foreign currency denominated monetary assets and liabilities. We also use foreign currency exchange forward contracts to hedge foreign currency exposures related to forecasted sales transactions denominated in certain foreign currencies. These derivatives are designated and qualify as cash flow hedges under accounting guidance for derivatives and hedging.

We do not enter into foreign currency exchange contracts for speculative or trading purposes. In entering into foreign currency exchange forward contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of the contracts. We attempt to limit our exposure to credit risk by executing foreign currency exchange contracts with creditworthy multinational commercial banks. All contracts have a maturity of 12 months or less. See Note 10 – Derivatives and Hedging Activities of the Notes to Condensed Consolidated Financial Statements for more information regarding our derivatives and hedging activities.

## Controls and procedures

As filed, 2,017 characters.

#### Disclosure Controls and Procedures

The phrase “disclosure controls and procedures” refers to 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 this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission (SEC). Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our 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 October 27, 2023, 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 required to be disclosed in our 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 our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

#### Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with our evaluation that occurred during the second quarter of fiscal 2024 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 523 characters.

Our future business, operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended April 28, 2023, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. There have been no material changes to the Company’s risk factors since our Annual Report on Form 10-K for the year ended April 28, 2023.

Filed Nov 30, 2023.
Source: SEC EDGAR, the filing index for accession 0000950170-23-067033. Last ingested by Listed: Oct 24, 2026, 15:01 ET. No prices; not investment advice.