On December 5, 2012, NetApp, Inc. ("NetApp") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein. The Underwriting Agreement provides for the issuance and sale by NetApp of senior unsecured notes (collectively, the "Notes") in the following tranches:

• $750,000,000 aggregate principal amount of 2.00% senior unsecured notes due 2017; and

• $250,000,000 aggregate principal amount of 3.25% senior unsecured notes due 2022.

The Notes to be sold pursuant to the Underwriting Agreement were registered under NetApp's shelf registration statement on Form S-3 (File No. 333-185217) filed with the Securities and Exchange Commission on November 30, 2012. The Underwriting Agreement contains customary representations, warranties and agreements by NetApp, and customary closing conditions, indemnification rights and termination provisions.

NetApp expects that the net proceeds from the sale of the Notes will be approximately $986.0 million after deducting underwriting discounts and estimated offering expenses. NetApp intends to use the net proceeds for general corporate purposes, which may include repayment of certain indebtedness, capital expenditures, possible stock repurchases, working capital and potential acquisitions and strategic transactions.

The Notes will be issued pursuant to an indenture between NetApp and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture between NetApp and the Trustee, in each case to be dated as of December 12, 2012.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Exhibit
  No.        Description

1.1          Underwriting Agreement dated December 5, 2012, by and among NetApp,
             Inc. and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
             representatives of the several underwriters named therein.