8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 14, 2003

NETWORKS ASSOCIATES, INC.

(Exact Name of Registrant as specified in charter)

Commission File Number 0-20558

Delaware (State or other jurisdiction of incorporation)	77-0316593 I.R.S. Employer Identification Number
3965 Freedom Circle Santa Clara, California (Address of principal executive offices)	95054 (Zip Code)

Registrant’s telephone number, including area code: (408) 988-3832

Item 5. Other Events.

     On February 14, 2003, Networks Associates, Inc. (the “Registrant”) issued a press release announcing that it had retired approximately $358.0 million, in principal amount at maturity, of its outstanding Zero Coupon Convertible Subordinated Debentures, Due 2018. The entire press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

99.1 Press release, dated February 14, 2003, announcing the retirement of the Zero Coupon Convertible Subordinated Debentures, Due 2018.

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SIGNATURES

     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 hereunto duly authorized.

	NETWORKS ASSOCIATES, INC.
Dated: February 14, 2003	By:	/s/ Kent H. Roberts
		Kent H. Roberts Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibits.

99.1 Press release, dated February 14, 2003, announcing the retirement of the Zero Coupon Convertible Subordinated Debentures, Due 2018.

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EXHIBIT 99.1

NETWORK ASSOCIATES RETIRES OUTSTANDING ZERO COUPON CONVERTIBLE
DEBENTURES

SANTA CLARA, Calif., February 14, 2003 — Network Associates, Inc. (NYSE: NET) today announced that it has paid approximately $177.1 million in cash to repurchase approximately $358.0 million, in principal amount at maturity, of the Company’s outstanding zero coupon convertible debentures, due in 2018.

     The zero coupon debentures were originally issued on February 13, 1998, with a principal amount at maturity of $885.5 million, and generated net proceeds to the Company of approximately $337.6 million. Network Associates previously repurchased in a limited number of private transactions, a total of $527.0 million, in principal amount at maturity, of the zero coupon debentures.

     Network Associates was obligated to purchase all zero coupon debentures properly tendered on February 13, 2003 at the debentures’ accreted value of $494.52 per $1,000 in principal amount at maturity. As of February 14, 2003, approximately $500,000 of the zero coupon debentures remain outstanding.

     Network Associates’ $345.0 million of 5.25% convertible notes, due in 2006, remain outstanding.

About Network Associates

With headquarters in Santa Clara, Calif., Network Associates, Inc. is a leading supplier of network
security and availability solutions. Network Associates is comprised of three product groups:
McAfee Security, delivering world-class anti-virus and security products; Sniffer Technologies, a
leader in network availability and system security; and Magic Solutions, a leader in innovative
service management solutions. For more information, Network Associates can be reached at 972-
308-9960 or on the Internet at http://www.networkassociates.com or http://www.mcafee.com.

Network Associates, Sniffer, McAfee, McAfee.com and Magic Solutions are registered trademarks or trademarks of Network Associates, Inc. and/or its affiliates in the United States and/or other countries. Sniffer® brand products are made only by Network Associates, Inc. All other registered and unregistered trademarks in this document are the sole property of their respective owners.

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EX-99.1

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