SecProbe.io

December 15, 2011

Via E-mail
Thomas Georgens  Chief Executive Officer and President NetApp, Inc. 495 East Java Drive Sunnyvale, California 94089
 Re: NetApp, Inc.
  Form 10-K for the Fiscal Year Ended April 29, 2011
  Filed June 23, 2011   File No. 0-27130
Dear Mr. Georgens:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.
General

1. We are aware of recent news reports that hardware and software sold by your subsidiary
are being used by the Syrian government to archive e-mails as part of a nationwide
Internet surveillance system being used to mon itor people in Syria.  In particular, we note
reports that as early as March 11, 2010, your products appeared in blueprints for the
surveillance system being implemented in Sy ria, and that certain employees of your
subsidiary discussed via e-mail how to confi gure your equipment after it was delivered to
Syria.  As you know, Syria is designated as  a state sponsor of terrorism by the State
Department, and is subject to U.S. ec onomic sanctions and export controls.
 Please describe to us the nature, duration, and extent of your past, current, and anticipated
contacts with Syria, whether through subsidiari es, distributors, resell ers, vendors, or other
direct or indirect arrangement s.  Your response should describe any products, equipment,

Thomas Georgens NetApp, Inc. December 15, 2011 Page 2
 components, technology, software, informati on, support, and services, including but not
limited to software updates or hardware repa irs, that you have provided or intend to
provide into Syria, directly or indirectly, and any agreements, commercial arrangements,
or other contacts you have had with the governme nt of Syria or entiti es controlled by the
Syrian government.  Please address specifica lly the aforementioned reports of Syrian
government use of your products in surveillanc e activities.

2. You disclose on page 54 and 113 that you de rive revenues from Latin America, the
Middle East, and Africa, regions  that can be understood to in clude Cuba, Iran, and Sudan.
Cuba, Iran and Sudan are designated as st ate sponsors of terrorism by the State
Department and are subject to U.S. econom ic sanctions and export controls.  Please
describe to us the nature, duration, and exte nt of your past, curr ent, and anticipated
contacts with Cuba, Iran, and Sudan, if a ny, whether through subsid iaries, distributors,
resellers, vendors, or other direct or i ndirect arrangements.  Your response should
describe any products, equipment, com ponents, technology, software, information,
support, and services, including but not limited to software updates or hardware repairs,
that you have provided or intend to provide into those countri es, directly or  indirectly,
and any agreements, commercial arrangements,  or other contacts you have had with the
governments of those countri es or entities controlled  by those governments.

3. Please tell us whether, to the best of  your knowledge, understanding, and belief, any
products, equipment, components, software, or technology you have provided or intend
to provide, directly or indire ctly, into Cuba, Iran, Sudan, and/ or Syria are controlled items
included in the Commerce Control List.  If so, tell us whether any such item have military
uses, and describe such possibl e uses of which you are aware.  Also, advise us whether,
to the best of your knowledge, understanding, and belief, any such items have been put to
military uses by Cuba, Iran, Sudan, and/or Syri a, and discuss any such uses of which you
are aware.
4. You stated in a letter to  us dated March 12, 2010, a nd currently you state on your
website, that you “actively employ comprehensiv e policies, procedures, and systems to
ensure compliance with U.S. export control a nd economic sanction laws and regulations.”
Please describe for us your current polic ies, procedures, and systems to ensure
compliance with U.S. economic sanction laws and export control regul ations, and tell us
whether you have undertaken any additional measures or implemented enhanced controls in light of the reported use of your products by the Syrian government.

5. You state on your website that you have no tified the U.S. government about a news
report regarding use of your products by the Syrian government.  Please tell us which
U.S. government agency or agencies you have notified about the matter, and tell us the
current status of your dealings with the agency or agencies to which you refer.

6.
Please discuss for us the materiality of the c ontacts with Cuba, Iran, Sudan, and/or Syria
you describe in response to the foregoi ng comments, and whether those contacts

Thomas Georgens NetApp, Inc. December 15, 2011 Page 3
 constitute a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corpor ate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-desi gnated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward co mpanies that have cont acts with Cuba, Iran,
Sudan, or Syria.  In this regard, you shoul d discuss specifically the above-referenced
news reports about Syrian government use of  your products in surv eillance act ivities.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
         S i n c e r e l y ,           /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance