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SEAGATE TECHNOLOGY PLC
FORM 10-K
(Annual Report)
Filed 08/20/10 for the Period Ending 07/02/10
Telephone 353-1-618-0000
CIK 0001137789
Symbol STX
SIC Code 3572 - Computer Storage Devices
Industry Computer Storage Devices
Sector Technology
Fiscal Year 06/30
http://www.edgar-online.com
© Copyright 2010, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    SEAGATE TECHNOLOGY PLC FORM 10-K (Annual Report) Filed 08/20/10 for the Period Ending 07/02/10 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 353-1-618-0000 0001137789 STX 3572 - Computer Storage Devices Computer Storage Devices Technology 06/30 http://www.edgar-online.com © ...

  • Page 2
    ...year ended July 2, 2010 OR 3 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31560 SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY (Exact name of Registrant as specified in its charter) Ireland (State or...

  • Page 3
    ... price of $18.19 reported for such date by the NASDAQ. The number of outstanding ordinary shares of the registrant as of August 12, 2010 was 471,808,544. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be delivered to shareholders in connection with our 2010 Annual Meeting...

  • Page 4
    ... Properties Legal Proceedings (Removed and Reserved) PART II 5. 6. 7. 7A. 8. 9. 9A. 9B. Market for Registrant's Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations...

  • Page 5
    ...the "Effective Time"), Seagate Technology public limited company, an Irish public limited company, ("Seagate-Ireland") became the successor to Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Seagate-Cayman"). In this Annual Report on...

  • Page 6
    ... TDK Corporation, which supply heads and media to disk drive manufacturers; LSI Corporation and Marvell Technology Group Limited, which supply application specific integrated circuits (ASICs); and Hoya Corporation, which supplies glass substrates. Hardware storage solutions manufacturers. Companies...

  • Page 7
    ...year 2009. Historically, the electronic data storage industry has introduced alternative technologies that directly compete with hard disk drives. SSDs, using NAND flash memory, are a potential alternative to disk drives in certain applications such as consumer handheld devices and portable external...

  • Page 8
    ... devices designed to display digital media in the home theater. We believe the proliferation of high definition and media-rich digital content will continue to create increasing consumer demand for higher storage solutions. Disk Drive Technology Overview The design and manufacturing of disk drives...

  • Page 9
    ... recording media. Our design and manufacturing operations are based on technology platforms that are used to produce various disk drive products that serve multiple data storage applications and markets. Our core technology platforms are focused around the areal density of media and read/write head...

  • Page 10
    ... produce semiconductor integrated circuits, though challenges in magnetic film properties and topographical structures are unique to the disk drive industry. We perform all primary stages of design and manufacture of read/write heads at our facilities. We use a combination of internally manufactured...

  • Page 11
    ...prior to packaging and shipment. Disk drive assembly and test operations occur primarily at facilities located in China, Singapore and Thailand. We perform subassembly and component manufacturing operations at our facilities in China, Malaysia, Northern Ireland, Singapore, Thailand and in the United...

  • Page 12
    ... full disk encryption and other customer integration requirements. Our industry is characterized by continuous and significant advances in technology, which contribute to rapid product life cycles. We list our main current product offerings below. Enterprise Storage Cheetah SCSI/SAS/Fibre Channel...

  • Page 13
    ... shipping our new hybrid drive into the notebook market with the introduction of our Momentus XT product line in the fourth fiscal quarter of 2010. Hybrid disk drives incorporate both a hard disk drive and NAND flash storage. The benefits of such drives are improved performance over hard disk drives...

  • Page 14
    ... data storage solutions manufacturers are storage capacity, price per unit and price per gigabyte, storage/retrieval access times, data transfer rates, product quality and reliability, supply continuity, form factor, warranty and brand. We believe that our disk drive products are competitive...

  • Page 15
    ... market share; few new product introductions when multiple competitors have comparable or alternative product offerings; temporary imbalances between industry supply and demand; and seasonally weaker demand, which may cause excess supply. Disk drive manufacturers typically attempt to offset price...

  • Page 16
    ... of lower costs through purchasing economies. Our advanced technology integration effort focuses disk drive and component research on recording subsystems, including read/write heads and recording media, market-specific product technology and technology focused towards new business opportunities...

  • Page 17
    ... the laws of the Cayman Islands. On July 3, 2010, we consummated our previously announced reorganization pursuant to which Seagate Technology public limited company, a public limited company organized under the laws of Ireland, became the publicly traded parent of the Seagate corporate family. 15

  • Page 18
    ... with the SEC. Web Site Access. Our Internet web site address is www.seagate.com . We make available, free of charge at the "Investor Relations" portion of our web site, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or...

  • Page 19
    ... that, he served as Executive Vice President, Sales, Marketing and Product Line Management from February 2009 to September 2009, Senior Vice President, Global Disk Storage Operations from 2007 to 2009; Vice President, Research and Development, Engineering from 2002 to 2007; Senior Director, Research...

  • Page 20
    ...Treasurer and Principal Accounting Officer since October 2009. Prior to that, he served as our Vice President of Finance, Sales and Marketing from March 2009 to October 2009; Vice President of Sales Operations from July 2007 to March 2009; Vice President of Finance, Storage Markets from October 2006...

  • Page 21
    ...competitors more time to enter the market. The growth of sales to distributors that serve producers of non-branded products in the personal storage sector may also contribute to increased price erosion. These customers generally have limited product qualification programs, which increases the number...

  • Page 22
    ...operations will be adversely affected. In response to customer demand for high-quality, high-volume and low-cost disk drives, manufacturers of disk drives have had to develop large, and in some cases global, production facilities with highly developed technological capabilities and internal controls...

  • Page 23
    ... conditions and other factors; changes in purchases from period to period by our primary customers, particularly as our competitors are able to introduce and produce in volume competing disk drive solutions or alternative storage technology solutions, such as flash memory or SSDs; shifting trends in...

  • Page 24
    ... will depend on our ability to develop and introduce smaller form factor drives at desired price and capacity points faster than our competitors. We have experienced competition from other companies that produce alternative storage technologies like solid state or flash memory, where increased...

  • Page 25
    ... our manufacturing facilities in China, Malaysia, Northern Ireland, Singapore, Thailand or the United States; limited access to components that we obtain from a single or a limited number of suppliers; the impact of changes in foreign currency exchange rates on the cost of producing our products and...

  • Page 26
    ... for disk drives include read/write heads, aluminum or glass substrates for recording media, ASICs, spindle motors, printed circuit boards, and suspension assemblies. We rely on sole suppliers or a limited number of suppliers for some of these components that we do not manufacture, including...

  • Page 27
    ... new types of disk drives featuring leading, high-quality technology and lower per gigabyte storage cost. Historically, our results of operations have substantially depended upon our ability to be among the first-to-market with new product offerings. Our market share and results of operations in the...

  • Page 28
    ... such as external storage products to provide additional storage capacity and to secure data in case of disaster or system failure, or to provide independent storage solutions for multiple users in home or small business environments. Consumer spending on retail sales of our branded solutions has...

  • Page 29
    ... affect our ability to manufacture our products in required volumes to meet customer demand and may result in other disruptions that affect our products and customer service. In addition, the transfer of manufacturing capacity of a product to a different facility frequently requires qualification...

  • Page 30
    ...likelihood of reliability, quality or operability problems. If our products suffer increases in failures, are of low quality or are not reliable, customers may reduce their purchases of our products and our manufacturing rework and scrap costs and service and warranty costs may increase. In addition...

  • Page 31
    ... on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements; and covenants in our debt instruments limit our ability to pay future dividends or make other restricted...

  • Page 32
    .... The stock market, in general, and the market for technology stocks in particular, has recently experienced volatility that has often been unrelated to the operating performance of companies. If these market or industry-based fluctuations continue, the trading price of our ordinary shares could...

  • Page 33
    ... we may not meet all of our purchase commitments with these suppliers. As a result, it is possible that we will have to shift output from our internal manufacturing facilities to these suppliers or make penalty-type payments under these contracts. Perpendicular Recording Technology-Products based on...

  • Page 34
    ... or prevent us from selling our products. We cannot be certain that our products do not and will not infringe issued patents or other intellectual property rights of others. We may not be aware of currently filed patent applications that relate to our products or technology. If patents are later...

  • Page 35
    ... customers' credit and access to capital and health-related risks. We have significant operations in foreign countries, including manufacturing facilities, sales personnel and customer support operations. We have manufacturing facilities in China, Malaysia, Northern Ireland, Singapore and Thailand...

  • Page 36
    ... manufacturing facilities, complying with local legal and regulatory requirements and protecting our intellectual property. We cannot assure you that we will continue to be found to be operating in compliance with applicable customs, currency exchange control regulations, transfer pricing...

  • Page 37
    ... shareholders to enhance liquidity. Our policy of not paying a quarterly dividend could result in a persistently low market valuation of our ordinary shares. Our ability to pay quarterly dividends in the future will be subject to, among other things, general business conditions within the disk drive...

  • Page 38
    ... on the equipment, register with and report to EU member countries regarding distribution of the equipment, and provide a mechanism to take-back and properly dispose of the equipment. Similar legislation may be enacted in other locations where we manufacture or sell our products. Although we do not...

  • Page 39
    ... of Contents ITEM 2. PROPERTIES On July 3, 2010, our company headquarters were relocated to Ireland, while our U.S. executive offices remained in Scotts Valley, California. Our principal manufacturing facilities are located in China, Malaysia, Northern Ireland, Singapore, Thailand and in Minnesota...

  • Page 40
    Table of Contents ITEM 3. LEGAL PROCEEDINGS See Item 8. Financial Statements and Supplementary Data-Note 13, Legal, Environmental, and Other Contingencies. ITEM 4. (REMOVED AND RESERVED) 38

  • Page 41
    ... traded on the New York Stock Exchange under the symbol "STX" since December 11, 2002. Prior to that time there was no public market for our shares. The high and low sales prices of our shares, as reported by both the NASDAQ and the New York Stock Exchange, are set forth below for the periods...

  • Page 42
    ...shareholder return on our common shares for the period from July 1, 2005 to July 2, 2010. This is compared with the cumulative total return of the Dow Jones US Computer Hardware Index and the Standard & Poor's 500 Stock Index over the same period... TOTAL RETURN * Among Seagate Technology, The...

  • Page 43
    ... levels could result in a persistently low market valuation of our ordinary shares. We currently do not anticipate paying a dividend for the foreseeable future. Our ability to pay quarterly dividends in the future will be subject to, among other things, general business conditions within the disk...

  • Page 44
    ... sets forth information with respect to repurchases of our shares made during fiscal year 2010: January 2010 Anti-Dilution Share Repurchase Program Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased Under Publicly Announced Plans or Programs Approximate...

  • Page 45
    ...July 2, 2010 July 3, 2009 (1)(2) June 30, 2006 (1)(3) Revenue Gross margin Income (loss) from operations Net income (loss) Total assets Total debt Shareholders' equity Net income (loss) per share: Basic Diluted Number of shares used in per share computations: Basic Diluted Cash dividends declared...

  • Page 46
    ...pricing environment for disk drives, particularly in view of current business and economic conditions; dependence on our ability to successfully qualify, manufacture and sell our disk drive products in increasing volumes on a costeffective basis and with acceptable quality, particularly the new disk...

  • Page 47
    ..., where our products are designed for a wide variety of end user devices such as digital video recorders (DVRs), personal data backup systems, portable external storage systems and digital media systems. In addition to manufacturing and selling disk drives, we provide data storage services for small...

  • Page 48
    ... the deferral of information technology equipment purchases experienced in fiscal year 2009, when storage utilization rates of existing disk drives in data centers increased. SSD storage applications have been introduced as a potential alternative to redundant system startup or boot disk drives. In...

  • Page 49
    ... other companies or exited the industry. The trend toward consolidation is more pronounced during times of macroeconomic contraction. For example, Toshiba Corporation acquired Fujitsu Limited's hard disk drive business in October 2009. The increasing technological challenges, associated levels of...

  • Page 50
    ...of our use of externally sourced recording heads, media and aluminum substrates varies based on product mix, technology and our internal capacity levels. We purchase from third parties all of our glass substrates, which we use to manufacture disk drives for our 2.5-inch products. Commodity and Other...

  • Page 51
    ... margin Product development Marketing and administrative Amortization of intangibles Restructuring and other, net Impairment of goodwill and other long-lived assets, net of recoveries Income (loss) from operations Other income (expense), net Income (loss) before income taxes Provision for (benefit...

  • Page 52
    ...In the June 2010 quarter, industry supply exceeded demand and resulted in an increase in price erosion to levels typical of a June quarter. We maintain various sales programs such as point-of-sale rebates, sales price adjustments and price protection, aimed at increasing customer demand. We exercise...

  • Page 53
    ... to the Maxtor Corporation ("Maxtor") and MetaLINCS, Inc. acquisitions have been fully amortized. Restructuring and Other, net. During fiscal year 2010, we recorded restructuring and other charges of $66 million mainly comprised of charges related to our AMK restructuring plan announced in August...

  • Page 54
    ... non-Irish taxing jurisdictions. Our worldwide operating income is either subject to varying rates of tax or is exempt from tax due to tax holidays or tax incentive programs we operate under in China, Malaysia, Singapore, Switzerland and Thailand. These tax holidays or incentives are scheduled to...

  • Page 55
    ...net effect of (i) non-deductible goodwill impairments, (ii) an increase in our valuation allowance for certain deferred tax assets, (iii) non-U.S. losses with no tax benefit, (iv) tax benefits related to tax holiday and tax incentive programs, and (v) tax expense related to intercompany transactions...

  • Page 56
    ... unrecognized tax benefits will materially change in the next 12 months. However, the resolution and/or timing of closure on open audits are highly uncertain as to when these events occur. We file U.S. federal, U.S. state, and non-U.S. tax returns. The Internal Revenue Service (IRS) is currently...

  • Page 57
    ... quarters of fiscal year 2009. The near double-digit price erosion we experienced was due to time-to-market delays in certain markets and a supply and demand imbalance resulting from a sharp decline in the TAM in the December 2008 quarter. Sales programs recorded as contra revenue were approximately...

  • Page 58
    ...and sharp deterioration in the general business environment, and specifically, all of our major markets, was building rapidly through the quarter. Several of our customers and other technology companies in the supply chain of our customers, as well as our competitors, reduced their financial outlook...

  • Page 59
    .... As a result, our worldwide operating income was either subject to varying rates of tax or was exempt from tax due to tax holidays or tax incentive programs we operated under in China, Malaysia, Singapore, Switzerland and Thailand. These tax holidays or incentives were scheduled to expire in whole...

  • Page 60
    ... with the Maxtor liquidation transactions of $232 million, (iv) increases in current year unrecognized tax benefits of $13 million, and (v) reductions from non-U.S. exchange gains of $8 million. Approximately $21 million of reduction in unrecognized tax benefits during the period was recorded as...

  • Page 61
    ... short-term investments consist primarily of readily marketable debt securities with remaining maturities of more than 90 days at the time of purchase. As stated in our investment policy, we are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting...

  • Page 62
    ... valuation allowance for deferred tax assets, and a decrease of $372 million in accounts receivable due to a decrease in revenue, improved sales linearity and a shift in channel mix; a decrease of $358 million in inventories due to improved inventory and build schedule management and supply chain...

  • Page 63
    ... stock option exercises and employee stock purchases. Liquidity Sources, Cash Requirements and Commitments Our primary sources of liquidity as of July 2, 2010, consisted of approximately $2.5 billion in cash, cash equivalents, and short-term investments and cash we expect to generate from operations...

  • Page 64
    ... publicly announced on February 1, 2010. The repurchase program authorizes us to repurchase our ordinary shares to offset increases in diluted shares, such as those caused by employee stock plans and convertible debt, used in the determination of diluted net income per share. The timing and number...

  • Page 65
    ... of matters that are highly uncertain at the time of estimation. Based on this definition, our most critical policies include: establishment of sales program accruals, establishment of warranty accruals, accounting for income taxes, and the accounting for goodwill and other long-lived assets. Below...

  • Page 66
    ...period reported, estimated future price erosion, customer orders, distributor sell-through and inventory levels, program participation, customer claim submittals and sales returns. Our estimates reflect contractual arrangements but also our judgment relating to variables such as customer claim rates...

  • Page 67
    ... judgment in estimating our ability to sell certain repaired disk drives. To the extent such sales fall below our forecast, warranty cost will be adversely impacted. We review our warranty accrual quarterly for products shipped in prior periods and which are still under warranty. Any changes in the...

  • Page 68
    ... to support general corporate purposes including capital expenditures and working capital needs. We currently do not use interest rate derivatives to hedge interest rate exposure on our outstanding debt. The table below presents principal amounts and related weighted average interest rates by...

  • Page 69
    ... the Consolidated Statements of Operations. We did not have any net gains (losses) recognized in Other income (expense) for cash flow hedges due to hedge ineffectiveness during fiscal year 2010, nor did we discontinue any material cash flow hedges for a forecasted transaction in the same period. 67

  • Page 70
    ...Non-qualified Deferred Compensation Plan-the Seagate Deferred Compensation Plan (the "SDCP"). In the quarter ended July 3, 2009, we entered into a Total Return Swap (TRS) in order to manage the equity market risks associated with the SDCP plan liabilities. We pay a floating rate, based on LIBOR plus...

  • Page 71
    ... assets Property, equipment and leasehold improvements, net Goodwill and other intangible assets, net Deferred income taxes Other assets, net Total Assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings Accounts payable Accrued employee compensation Accrued warranty...

  • Page 72

  • Page 73
    ... operations Interest income Interest expense Other, net Other income (expense), net Income (loss) before income taxes Provision for (benefit from) income taxes Net income (loss) Net income (loss) per share: Basic Diluted Number of shares used in per share calculations: Basic Diluted Cash dividends...

  • Page 74
    ... of short-term borrowings Retirements and maturities of long-term debt (Increase) decrease in restricted cash and investments Proceeds from exercise of employee stock options and employee stock purchase plan Dividends to shareholders Repurchases of common shares Other financing activities, net Net...

  • Page 75
    See notes to consolidated financial statements. 71

  • Page 76
    ... (loss) on marketable securities, net Change in unrealized gain (loss) on cash flow hedges, net Net income Comprehensive income Issuance of common shares related to employee stock options and employee stock purchase plan Dividends to shareholders Tax benefit from stock options Repurchases of common...

  • Page 77
    ... July 3, 2009 Comprehensive income (loss), net of tax: Change in unrealized gain (loss) on cash flow hedges, net Change in unrealized gain (loss) on postretirement plan costs Net income Comprehensive income Issuance of common shares related to employee stock options and employee stock purchase plan...

  • Page 78
    ... Company designs, manufactures, markets and sells hard disk drives. Hard disk drives, which are commonly referred to as disk drives or hard drives, are used as the primary medium for storing electronic data. The Company produces a broad range of disk drive products addressing enterprise applications...

  • Page 79
    ... rates and attainment of program goals, and inventory and sell-through levels reported by its distribution customers. Establishment of Warranty Accruals. The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally warrants its products for a period...

  • Page 80
    ...'s short-term investments are primarily comprised of readily marketable debt securities with remaining maturities of more than 90 days at the time of purchase. With the exception of restricted cash and investments, the Company has classified its entire investment portfolio as available-for-sale and...

  • Page 81
    ... to direct retail customers and to customers in certain indirect retail channels is recognized on a sell-through basis. The Company records estimated product returns at the time of shipment. The Company also estimates reductions to revenue for sales incentive programs, such as price protection, and...

  • Page 82
    ... (loss) for those operations. Concentration of Credit Risk. The Company's customer base for disk drive products is concentrated with a small number of OEMs and distributors. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the...

  • Page 83
    ... SEAGATE TECHNOLOGY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Company is currently evaluating the impact of this update and the pending adoption of ASC 810 on its consolidated financial statements. In December 2009, the FASB issued ASU No. 2009-16, Transfers and Servicing-Accounting...

  • Page 84
    ...-for-sale securities at July 2, 2010: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) Commercial paper Money market funds U.S. treasuries and agency bonds Asset-backed securities Corporate bonds Certificates of deposit Auction rate securities International treasuries...

  • Page 85
    ...value of available-for-sale securities at July 3, 2009: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) Money market funds Commercial paper U.S. treasuries and agency bonds Certificates of deposit Auction rate securities Corporate bonds Municipal bonds Total Included in Cash...

  • Page 86
    80

  • Page 87
    ... current assets include non-trade receivables from certain manufacturing vendors resulting from the sale of components to these vendors who manufacture and sell completed sub-assemblies back to the Company. The Company does not reflect the sale of these components in Revenue and does not recognize...

  • Page 88
    ... reduction in unrecognized tax benefits during the period, which was recorded as a reduction to goodwill. In accordance with its policy, the Company performed an annual impairment review of the remaining goodwill during its fourth quarter of fiscal year 2010. The Company concluded that goodwill...

  • Page 89
    ... mainly comprised of charges related to its AMK restructuring plan announced in the first quarter of fiscal year 2010 and additional restructuring charges related to its Pittsburgh facility and facilities acquired as a part of the Maxtor Corporation ("Maxtor") acquisition. The Company's significant...

  • Page 90
    ... its media manufacturing facility in Milpitas, California in September 2008 and July 2008, respectively. Operations at these facilities had ceased as of the end of the Company's fiscal year 2009. From the inception of these plans through July 2, 2010, the Company has recorded restructuring related...

  • Page 91
    ...of Contents SEAGATE TECHNOLOGY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) During fiscal year 2008, the Company recorded restructuring charges of $79 million, comprised mainly of charges related to the planned closures of its Limavady, Northern Ireland and Milpitas, California operations...

  • Page 92
    ..., discounted at the redemption date on a semi-annual basis at a rate equal to the sum of the applicable Treasury rate plus 50 basis points. $600 Million Aggregate Principal Amount of 6.875% Senior Notes due May 2020 (the "2020 Notes") . On May 13, 2010, the Company's subsidiary, Seagate HDD Cayman...

  • Page 93
    ... for at least 20 consecutive trading days of the last 30 trading days of the previous fiscal quarter (the "Share Price Condition"). On June 25, 2010, the Company issued a notice of redemption to the holders of its 2.375% Notes to call the entire $326 million outstanding aggregate principal amount of...

  • Page 94
    ...262 2.46 $ 2.36 - $ (11) (11) (0.02) $ (0.02) - (137) 1,251 2.44 2.34 $ There was no net impact resulting from this accounting change on the Company's cash flows from operating activities, investing activities or financing activities as reflected in the Consolidated Statements of Cash Flows. 88

  • Page 95
    Table of Contents SEAGATE TECHNOLOGY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents information regarding the equity and liability components of the 2.375% and 6.8% Notes as of July 2, 2010 and July 3, 2009: As of July 2, 2010 July 3, 2009 Restated (Dollars in ...

  • Page 96
    ... and Other Options . U.S. federal current tax benefit of $14 million included the $11 million benefit from the net operating loss ("NOL") Carryback described below. The Company did not record an excess tax benefit associated with stock option deductions in fiscal year 2010 or 2009. For fiscal...

  • Page 97
    ...(1) (Dollars in millions) July 2, 2010 Deferred tax assets Accrued warranty Inventory valuation accounts Receivable reserves Accrued compensation and benefits Depreciation Restructuring accruals Other accruals and deferred items Net operating losses and tax credit carryforwards Other assets Total...

  • Page 98
    ...or five years at the Company's option. The Company recorded an $11 million income tax benefit as result of the increased carryback period. In connection with the Company's previously announced plans to move its corporate headquarters to Ireland, the Company initiated certain pre-reorganization steps...

  • Page 99
    ... the Company's operations in China, Malaysia, Singapore, Switzerland and Thailand operate under various tax holidays and tax incentive programs, which expire in whole or in part at various dates through 2020. Certain of the tax holidays may be extended if specific conditions are met. The net impact...

  • Page 100
    ... the Company's policy to include interest and penalties related to unrecognized tax benefits in the provision for taxes on the Consolidated Statements of Operations. During fiscal year 2010, the Company recognized a net benefit for interest and penalties of $1 million as compared to a net benefit of...

  • Page 101
    ... SEAGATE TECHNOLOGY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company files U.S. federal, U.S. state, and non-U.S. tax returns. The Internal Revenue Service (IRS) is currently examining fiscal years 2005 through 2007. For state and non-U.S. tax returns, the Company is generally...

  • Page 102
    ... Derivatives Not Designated as Hedging Instruments under Statement ASC 815 Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative Foreign currency forward exchange contracts Total return swap Other, net Operating expenses $ 14...

  • Page 103
    96

  • Page 104
    ... of Contents SEAGATE TECHNOLOGY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) As of July 3, 2009, the total notional value of the Company's outstanding foreign currency forward exchange contracts was: Contracts Qualifying as Hedges Under ASC 815 Contracts Not Qualifying as Hedges Under ASC...

  • Page 105
    ... the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers...

  • Page 106
    ... (Level 1) Balance (Level 2) (Level 3) (Dollars in millions) Assets: Money market funds Commercial paper U.S. treasuries and agency bonds Certificates of deposit Asset-backed securities Corporate bonds International treasuries Municipal bonds Total Cash Equivalents and Marketable Securities...

  • Page 107
    ... at Reporting Date Using Quoted Prices in Significant Active Other Significant Markets for Identical Unobservable Observable Instruments Inputs Inputs Total (Level 1) Balance (Level 2) (Level 3) (Dollars in millions) Assets: Money market funds Commercial paper U.S. treasuries and agency bonds...

  • Page 108
    ... markets for similar assets or liabilities. Level 2 assets include: agency bonds, corporate bonds, commercial paper, municipal bonds, and U.S. Treasuries. These debt investments are priced using observable inputs and valuation models which vary by asset class. The Company uses a pricing service...

  • Page 109
    ... (Level 3) Auction Rate Securities (Dollars in millions) Balance at June 27, 2008 Transfers in/(out) of Level 3 Total net gains (losses) (realized and unrealized): Realized gains (losses) (1) Unrealized gains (losses) (2) Purchases, sales, issuances, settlements Balance at July 3, 2009 Total net...

  • Page 110
    ... costs to sell as of September 29, 2009. The Company used a combination of the market and cost approaches in order to determine the fair value of assets held for sale. The methodology employed involved applying market derived factors, which represented the discount that a market participant would...

  • Page 111
    ... derived from quoted prices in active markets in the following table in order of priority: July 2, 2010 (Dollars in millions) Carrying Amount Estimated Fair Value July 3, 2009 Carrying Estimated Amount (1) Fair Value LIBOR Based Credit Facility $ Capital Leases 10.0% Senior Secured Second-Priority...

  • Page 112
    ... shares related to the Company's employee stock purchase plan. Repurchases of Equity Securities On January 27, 2010, the Company's Board of Directors authorized an Anti-Dilution Share Repurchase Program, which was publicly announced on February 1, 2010. The repurchase program authorizes the Company...

  • Page 113
    ...the benefit of the Company and its shareholders. Seagate Technology 2001 Share Option Plan (the "SOP") -In December 2000, the Company's board of directors adopted the 2001 Share Option Plan. Under the terms of the SOP, eligible employees, directors, and consultants can be awarded options to purchase...

  • Page 114
    ... granted to employees generally vest 25% annually. As of July 2, 2010, there were approximately 17 million common shares available for issuance under the SCP. Seagate Technology Employee Stock Purchase Plan (the "ESPP") -The Company established the Seagate Technology Employee Stock Purchase Plan in...

  • Page 115
    ... shares is the price of the Company's shares on the grant date. The fair value of the Company's shares related to options granted to employees and shares issued from the ESPP for fiscal years 2010, 2009 and 2008 were estimated using the following weighted-average assumptions: Fiscal Years Ended 2009...

  • Page 116
    ... of the underlying awards and the quoted price of the Company's common shares for the options that were in-the-money at July 2, 2010. During fiscal years 2010, 2009 and 2008, the aggregate intrinsic value of options exercised under the Company's stock option plans was $41 million, $12 million and...

  • Page 117
    ... Weighted-average purchase price per share Deferred Compensation Plan 2.5 $ 3.37 $ 1.5 10.48 On January 1, 2001, the Company adopted the SDCP for the benefit of eligible employees. This plan is designed to permit certain discretionary employer contributions, in excess of the tax limits applicable...

  • Page 118
    ... due April 2010 Net income (loss), as adjusted Denominator: Weighted-average common shares outstanding Weighted-average nonvested shares Total shares for purpose of calculating basic net income (loss) per share Weighted-average effect of dilutive securities: Dilution from employee stock options and...

  • Page 119
    .... The Company's manufacturing operations are based on technology platforms that are used to produce various disk drive products that serve multiple disk drive applications and markets. The Company's main technology platforms are primarily focused around areal density of media and read/write head...

  • Page 120
    ... the Company's operations by geographic area: Fiscal Years Ended July 3, June 27, 2009 2008 (In millions) July 2, 2010 Revenue from external customers (1) : United States The Netherlands Singapore Other Consolidated Long-lived assets: Singapore United States Thailand China Malaysia Other...

  • Page 121
    ... (TGMR) products designed and manufactured by Seagate Technology (Ireland) infringe the EU '769 patent. Trial on liability issues was completed in June 2010, and the Company awaits the court's decision. The Company believes the claims are without merit. Qimonda AG v. LSI Corporation, et al...

  • Page 122
    ... relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Some of the Company's operations require environmental permits and controls...

  • Page 123
    ... of the lease at the Company's option at expiration of the lease. All of the leases require the Company to pay property taxes, insurance and normal maintenance costs. Future minimum lease payments for operating leases (including accrued lease payments relating to restructuring plans) with initial or...

  • Page 124
    ... The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally warrants its products for a period of one to five years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product return rates in order to...

  • Page 125
    ... 2009, the Company's sales to Microsoft were immaterial. The Company's purchases from Microsoft for fiscal years 2010, 2009 and 2008 were immaterial. At July 2, 2010 and July 3, 2009, the Company's accounts receivable and accounts payable related to Microsoft were immaterial. United Parcel Service...

  • Page 126
    ... related plans, sub-plans and agreements, including, but not limited to, the Seagate Technology 2001 Share Option Plan, the Amended Seagate Technology 2004 Stock Compensation Plan, the Seagate Technology Employee Stock Purchase Plan, the Maxtor Corporation 2005 Performance Incentive Plan, the Maxtor...

  • Page 127
    ..., effective July 4, 2009. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Seagate Technology's (predecessor of Seagate Technology plc) internal control over financial reporting as of July 2, 2010, based on...

  • Page 128
    ... REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Seagate Technology plc We have audited Seagate Technology's (predecessor of Seagate Technology plc) internal control over financial reporting as of July 2, 2010, based on criteria established in Internal Control-Integrated...

  • Page 129
    ... over financial reporting. Limitations on the Effectiveness of Controls Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no...

  • Page 130
    ... and accounting officers. This Code of Business Conduct and Ethics is posted on our Website. The Internet address for our Website is www.seagate.com , and the Code of Business Conduct and Ethics may be found from our main Web page by clicking first on "Investors," next on "Corporate Governance...

  • Page 131
    ... July 2, 2010, July 3, 2009 and June 27, 2008 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm 2. (b) 69 70 71 72 73 120 Financial Statement Schedules . All schedules are omitted because they are not applicable or the required information is...

  • Page 132
    ... to the requirements of Section 13 or 15(d) 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. SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY /s/ STEPHEN J. LUCZO (Stephen J. Luczo, Chief Executive...

  • Page 133
    Table of Contents Signature Title Date /s/ FRANK J. BIONDI, JR. (Frank J. Biondi, Jr.) Director August 20, 2010 /s/ LYDIA M. MARSHALL (Lydia M. Marshall) Director August 20, 2010 /s/ C.S. PARK (Dr. C.S. Park) Director August 20, 2010 /s/ ALBERT A. PIMENTEL (Albert A. Pimentel) Director ...

  • Page 134
    ..., Seagate Technology HDD Holdings, Maxtor Global Ltd., Seagate Technology (Ireland), Seagate Technology Media (Ireland), Seagate International (Johor) Sdn. Bhd., Penang Seagate Industries (M) Sdn. Bhd., Seagate Singapore International Headquarters Pte. Ltd., Seagate Technology (Thailand) Limited...

  • Page 135
    ... dated as of May 13, 2010, among Seagate HDD Cayman, Seagate Technology and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC 10.1+ Amended and Restated Seagate Technology Executive Officer Severance and Change in Control Plan 10.2+ Amended Seagate Technology plc 2001 Share Option...

  • Page 136
    ...2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy) 10.14+ Seagate Technology plc Employee Stock Purchase Plan 10.15+ Summary description of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board...

  • Page 137
    ... Sub-Plan 10-Q 10.28 05/05/10 10.24 Second Lien U.S. Security Agreement dated as of May 1, 2009, among Seagate Technology International, Seagate Technology, Seagate Technology (US) Holdings, Inc., Maxtor Corporation, i365 Inc., Seagate Technology LLC and Seagate Technology HDD Holdings, as...

  • Page 138
    ... No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.26 Second Priority Omnibus Debenture dated May 1, 2009, between Seagate Technology, Seagate Technology HDD Holdings, Seagate Technology International, Seagate Technology (Ireland) and Seagate Technology Media (Ireland), as...

  • Page 139
    ... of Contents Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.31 First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology International, Seagate HDD Cayman and Wells Fargo Bank, National Association, as trustee...

  • Page 140
    ..., as Collateral Agent, Seagate Technology HDD Holdings, Seagate Technology International and each of the other loan parties from time to time party thereto 10.37 Second Priority Mortgage of Shares in Seagate HDD Cayman, dated March 1, 2010, between Seagate Technology HDD Holdings, as mortgagor...

  • Page 141
    ...dated as of May 1, 2009, among Seagate Technology International, as issuer, Seagate Technology and the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee 10.44 Supplemental Indenture, dated as of July 3, 2010, among Seagate HDD Cayman, as issuer, Seagate Technology...

  • Page 142
    ... Deed of Indemnity between Seagate Technology plc and the director or company secretary named therein 14.1 Code of Business Conduct and Ethics 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney (see signature page to this annual report) 31...

  • Page 143

  • Page 144
    ... Number 480010 Certificate of Incorporation I hereby certify that HEPHAESTUS PUBLIC LIMITED COMPANY is this day incorporated under the Companies Acts 1963 to 2009, and that the company is limited. Given under my hand at Dublin, this Friday, the 22nd day of January, 2010 for Registrar of Companies

  • Page 145
    ... of the Registrar of Companies, changed its name, is now incorporated as a limited company under the name SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY and I have entered such name on the Register accordingly. Given under my hand at Dublin, this Monday, the 22nd day of February, 2010 for Registrar of...

  • Page 146
    ...Certificate Numb er Shares SEAGATE TECHNOLOGY PUBLIC LIMITED COM PANY INCORPORATED UNDER THE LAWS OF IRELAND Chairman, President and Chief Executive Officer Secretary By AUT HORIZED SIGNATURE 016570| 003590|127C|RESTRICTED||4|057423 G7945M 10 7 ZQ 0000 00 SECURITY INSTRUCTIONS ON...

  • Page 147

  • Page 148
    Exhibit 10.2 SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2001 SHARE OPTION PLAN AMENDED AND RESTATED: December 5, 2002 APPROVED BY SHAREHOLDERS: December 3, 2002 LAST AMENDED AND RESTATED: July 3, 2010 TERMINATION DATE: February 1, 2011 1. PURPOSES. (a) Eligible Share Award Recipients . The persons ...

  • Page 149
    ... stock exchange or traded on the Nasdaq Global Select Market or the Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the high and the low selling prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange...

  • Page 150
    ... Plan or, if applicable, such other person who holds an outstanding Option. (u) "Ordinary Share" or "Share" means an ordinary share of the Company, nominal value US$0.00001. (v) "Outside Director" means a Director who either (i) is not a current employee of the Company or an "affiliated corporation...

  • Page 151
    ... 162(m) of the Code. (w) (x) to time. (y) "Securities Act" means the U.S. Securities Act of 1933, as amended. "Plan" means this Seagate Technology Public Limited Company Amended and Restated 2001 Share Option Plan. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor...

  • Page 152
    ... are Publicly Traded . At such time as the Ordinary Shares are publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule...

  • Page 153
    ... granted to Employees, Directors and Consultants. (b) Ten Percent Shareholders . A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of...

  • Page 154
    ...(3) pursuant to a "same day sale" program, or (4) by some combination of the foregoing. Unless otherwise specifically provided in the Option Agreement, the purchase price of Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or indirectly...

  • Page 155
    ... by the Board. The vesting provisions of individual Options may vary. Generally, so long as the Optionholder remains in continuous service with the Company, an Option shall vest and become exercisable over a four year period with respect to 25% of the Shares subject to the Option on the first...

  • Page 156
    Company shall be automatically granted without the necessity of action by the Board, the following option grants:

  • Page 157
    ... the Board from time to time (which need not be the same for each Non-Employee Director), at an option exercise price equal to one hundred percent (100%) of the Fair Market Value of the Shares on the date immediately following the date of the Annual Meeting of Shareholders of the Company, beginning...

  • Page 158
    ... any applicable provisions of the corporate law of the state or country in which the Company or the Affiliate is domiciled, as the case may be. (d) Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Ordinary Shares...

  • Page 159
    ... 5(c), and the number of securities subject to the option grants to Non-Employee Directors under Section 7, and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Options. The Board

  • Page 160
    ... to any other Options outstanding under the Plan, such Options shall terminate if not exercised or redeemed (if applicable) prior to the closing of the Corporate Transaction. 13. AMENDMENT OF THE PLAN AND OPTIONS. (a) Amendment of Plan . The Board at any time, and from time to time, may amend the...

  • Page 161
    ... suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date that the Predecessor Plan was adopted by the Board or approved by the shareholders of the Company, whichever occurred earlier. No Options may be...

  • Page 162
    ... and this Option (including but not limited to the Plan Prospectus) by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company (currently through the Morgan Stanley Smith Barney Corporate Benefits Website at www...

  • Page 163
    Seagate Technology Share Option Grant Notice SEAGATE TECHNOLOGY PLC By: Title: Chief Executive Officer SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2001 SHARE OPTION PLAN OPTION AGREEMENT (with acknowledgement of Compensation Recovery Policy) THIS AGREEMENT (including any exhibits hereto, the "...

  • Page 164
    ... in effect by the Company or any successor entity in the Corporate Transaction, then the Option shall, for at least 10 days prior to the consummation of the Corporate Transaction, vest and become exercisable for all the Shares at the time subject to the Option and the Option shall terminate upon the...

  • Page 165
    ... exercised by delivering to the Company at (i) its principal office or its designee written notice of intent to so exercise; provided that , the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall...

  • Page 166
    ..., through the delivery of irrevocable instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all Tax-Related Items as described...

  • Page 167
    ... acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate...

  • Page 168
    ...the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Plan. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items...

  • Page 169
    ... actively employed for purposes of his or her Option grant; and (n) the Option and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take-over or transfer of liability. 9. No Advice Regarding Grant . The Company is not providing any tax...

  • Page 170
    ... the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or...

  • Page 171
    ... not limited to, any other agreement or underwriting between the Participant and the Company or an Affiliate relating to the Participant's employment, consulting relationship, or directorship, and any termination thereof, his compensation, or his rights, claims or interests in or to the Shares. In...

  • Page 172
    ...U.S. employees of Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability, or one of its subsidiaries (the "Company") at the Senior Vice President level or above and any other officers subject to Section 16 of the Securities Exchange Act...

  • Page 173
    ... legal counsel, is given an opportunity to be heard at such meeting). Any determination by the Board pursuant to this policy shall be subject to the Executive's right to review by an arbitrator pursuant to procedures set forth in the Seagate Executive Severance and Change of Control Plan, a copy of...

  • Page 174
    Exhibit 10.6 SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2004 SHARE COMPENSATION PLAN Adopted by Board on August 5, 2004 Approved by Stockholders on October 28, 2004 Last Amended and Restated on July 27, 2010 Termination Date: October 28, 2014 I. PURPOSES. 1.1 Eligible Share Award Recipients . The ...

  • Page 175
    ...power of the surviving controlling entity outstanding, immediately after such merger or consolidation; provided that any person who (1) was a beneficial owner (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of the voting securities of the Company immediately prior to...

  • Page 176
    ... Employee" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. 2.11 "Director" means a member...

  • Page 177
    ... Stock Exchange) or (i) traded on the Nasdaq Global Select Market or the Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the high and low selling prices of such Shares as reported on such date on the Composite Tape of the principal national securities exchange...

  • Page 178
    ... of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any time and is not currently receiving direct...

  • Page 179
    ... of our critical processes or projects; (bb) customer service or customer satisfaction; or (cc) product quality measures. 2.34 "Restricted Share Bonus" means a grant of Ordinary Shares subject to the provisions of Section 8.1 of the Plan. 2.35 "Restricted Share Purchase Right" means the right to...

  • Page 180
    ... to the terms and conditions of the Plan. 2.42 "Ten Percent Shareholder" means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any of its...

  • Page 181
    ... Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 5.3 Annual Section 162(m) Limitation...

  • Page 182
    ... A Consultant shall not be eligible for the grant of a Share Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8") is not available to register either the offer or the sale of the Company's securities to such Consultant because of the nature of the...

  • Page 183
    ..., (3) pursuant to a "same day sale" program, or (4) by some combination of the foregoing. Unless otherwise specifically provided in the Option Agreement, the purchase price of Ordinary Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or...

  • Page 184
    ... the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 6.7 Vesting Generally . Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Board...

  • Page 185
    ...elect at any time before the Optionholder's Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option. Any unvested Shares so purchased may be subject to a repurchase option in favor of the Company or to any...

  • Page 186
    ... or Continuous Service. Shares acquired under the Restricted Share Purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. (iv) Termination of Participant's Continuous Service . In the...

  • Page 187
    ... from the Company in an amount equal to the excess of the Fair Market Value (on the redemption date) of the number of vested Shares which the holder redeems over the aggregate base price for such vested Shares, whereupon the number of Shares subject to the concurrently granted Option shall be...

  • Page 188
    ... failure to meet performance criteria, Shares awarded under the Performance Share Bonus agreement shall be subject to a share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board. (ii) Termination of Participant's Continuous Service . In the...

  • Page 189
    ... . Rights to acquire Shares under the Performance Share Bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Performance Share Bonus agreement, as the Board shall determine in its discretion, so long as Ordinary Shares awarded under the...

  • Page 190
    .... Upon failure to meet performance criteria, Shares awarded under the Performance Share Unit agreement shall be subject to a Share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board. Termination of Participant's Continuous Service . In the...

  • Page 191
    ...at all times the number of Ordinary Shares required to satisfy such Share Awards. 9.2 Securities Law Compliance . The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Share Awards and to issue and sell...

  • Page 192
    ... of one or more outstanding Options, the Board shall obtain the approval of the shareholders of the Company to the extent required by any New York Stock Exchange, Nasdaq or other securities exchange listing requirements, or applicable law. Shares subject to an Option canceled under this Section...

  • Page 193
    ... any applicable provisions of the corporate law of the state or other jurisdiction in which the Company is domiciled, as the case may be. 13.4 Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Ordinary Shares with...

  • Page 194
    ... the number of securities subject to the option grants to Eligible Directors under Section 7 of the Plan, and the outstanding Share Awards may be appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Share Awards. The Board...

  • Page 195
    ...) In the event of a Change of Control as defined in 2.4(v), such as a dissolution of the Company, all outstanding Share Awards shall terminate immediately prior to such event. XV. AMENDMENT OF THE PLAN AND SHARE AWARDS. Amendment of Plan . The Board at any time, and from time to time, may amend the...

  • Page 196
    ...OR SUSPENSION OF THE PLAN. 16.1 Plan Term . The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10 th ) anniversary of the date the Plan is approved by the shareholders of the Company. No Share Awards may be granted...

  • Page 197
    ....12 SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2004 SHARE COMPENSATION PLAN RESTRICTED SHARE UNIT AGREEMENT (OUTSIDE DIRECTORS) Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability (the "Company") has awarded you Restricted Share Units...

  • Page 198
    ...and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. 9. Award Not a Service Contract . Your Award is not an employment or service contract, and nothing...

  • Page 199
    ..., or relating in any way to, past services for the Company or any Affiliate; (h) the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (i) the future value of the underlying Shares is unknown...

  • Page 200
    ... that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, compensation from the Company or its Affiliates, nationality, title, any shares or...

  • Page 201
    ... and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of...

  • Page 202
    ... (including but not limited to the Plan Prospectus) by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company (currently through the Morgan Stanley Smith Barney Corporate Benefits website at www.benefitaccess...

  • Page 203
    ... and this Option (including but not limited to the Plan Prospectus) by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company (currently through the Morgan Stanley Smith Barney Corporate Benefits Website at www...

  • Page 204
    Seagate Technology Share Option Grant Notice SEAGATE TECHNOLOGY PLC By: Title: Chief Executive Officer SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2004 SHARE COMPENSATION PLAN OPTION AGREEMENT (with acknowledgement of Compensation Recovery Policy) THIS AGREEMENT (including any exhibits hereto, the "...

  • Page 205
    ... by the Company or any successor entity in the Change of Control, then the Option shall, for at least 10 days prior to the consummation of the Change of Control, vest and become exercisable for all the Shares at the time subject to the Option and the Option shall terminate upon the consummation...

  • Page 206
    ... shall be paid to the Company, at the election of the Participant, (i) in cash or by check or (ii) if there should be a public market for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other...

  • Page 207
    to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all Tax-Related Items as described in Section 7 below. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, unless there is an...

  • Page 208
    ...the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Plan. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items...

  • Page 209
    ... actively employed for purposes of his or her Option grant; and (n) the Option and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take-over or transfer of liability. 9. No Advice Regarding Grant . The Company is not providing any tax...

  • Page 210
    ... the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or...

  • Page 211
    ... understands that Data will be transferred to a brokerage firm or share plan service provider designated by the Company which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the...

  • Page 212
    ... not limited to, any other agreement or underwriting between the Participant and the Company or an Affiliate relating to the Participant's employment, consulting relationship, or directorship, and any termination thereof, his compensation, or his rights, claims or interests in or to the Shares. In...

  • Page 213
    ...U.S. employees of Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability, or one of its subsidiaries (the "Company") at the Senior Vice President level or above and any other officers subject to Section 16 of the Securities Exchange Act...

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    ... legal counsel, is given an opportunity to be heard at such meeting). Any determination by the Board pursuant to this policy shall be subject to the Executive's right to review by an arbitrator pursuant to procedures set forth in the Seagate Executive Severance and Change of Control Plan, a copy of...

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    ... 10.15 Seagate Technology plc FY2011 Non-Management Board Member Compensation as approved by the Board of Directors on July 27, 2010, with an effective date of July 3, 2010 Director Stock Grants • Each newly appointed or elected non-management director will receive an initial restricted share unit...

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    ... may receive any shareholder information to be delivered by regular mail. SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY By: Title: Chief Executive Officer Date: ATTACHMENTS: PARTICIPANT Date: Vesting Schedule, Performance Share Bonus Agreement, 2004 Share Compensation Plan, form of Assignment...

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    ... Continuous Service with the Company through each applicable vesting date and the achievement of the corresponding performance objective set forth in the table below, the Award shall become vested on each vesting date with respect to a number of Performance Shares such that the cumulative number of...

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    ... press releases and would include such items as merger or acquisition related charges, legal claims, legal judgments or settlements. In addition, these non-operating adjustments would also include the effects of charges for restructuring & reorganization plans, discontinued operations, asset write...

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    Attachment I Performance Share Bonus Agreement

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    ... TECHNOLOGY PUBLIC LIMITED COMPANY 2004 SHARE COMPENSATION PLAN PERFORMANCE SHARE BONUS AGREEMENT (with acknowledgement of Compensation Recovery Policy) Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number...

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    ... from time to time, there is any share dividend, share split or other change in the character or amount of any of the outstanding shares of the company the shares of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities or property...

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    ... such shares. 3. NUMBER OF SHARES . The number of Performance Shares subject to your Award may be adjusted from time to time for changes in capitalization, as provided in Article XIII of the Plan. 4. SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION RECOVERY FOR FRAUD OR MISCONDUCT POLICY. The...

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    ... Performance Shares, you may file an election with the Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on the fair market value of the Performance Shares on the Grant Date ("Section...

  • Page 224
    ...U.S. employees of Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability, or one of its subsidiaries (the "Company") at the Senior Vice President level or above and any other officers subject to Section 16 of the Securities Exchange Act...

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    • • The Company issues a restatement of financial results, and The independent members of the Board of Directors determine in good faith that the Fraud or Misconduct of an Executive covered by this policy was a significant

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    ... legal counsel, is given an opportunity to be heard at such meeting). Any determination by the Board pursuant to this policy shall be subject to the Executive's right to review by an arbitrator pursuant to procedures set forth in the Seagate Executive Severance and Change of Control Plan, a copy of...

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    may be a certified cashier check, money transfer, or other method as approved by the Board of Directors. Other Terms : The Company shall be able to enforce the repayment obligation described in this policy by all legal means available, including, without limitation, by withholding such amount from ...

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    Attachment II 2004 Share Compensation Plan

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    Attachment III Form of Assignment Separate from Certificate

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    ... to Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number 480010, or any successor thereto ("Company"), or its assignee, ( ) ordinary shares of the Company, standing in the undersigned's name on the books of...

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    Attachment IV Form of Joint Escrow Instructions

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    ...13, 2007 Corporate Secretary Seagate Technology Public Limited Company 920 Disc Drive Scotts Valley, CA 95067 Dear Sir/Madam: As Escrow Agent for both Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number 480010...

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    ...with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to each...

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    ...other addresses as a party may designate by ten (10) days' written notice to each of the other parties hereto: COMPANY: Seagate Technology Public Limited Company 920 Disc Drive Scotts Valley, CA 95067 Attn: Chief Financial Officer RECIPIENT: ESCROW AGENT: Seagate Technology Public Limited Company...

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    ESCROW AGENT

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    ...files with, or submits to, the U.S. Securities and Exchange Commission and in other public communications made by the Company; compliance with both the spirit and letter of all applicable governmental laws, rules, and regulations; compliance with the Company's systems of internal accounting controls...

  • Page 237
    ... Code, Employees and Directors must comply with the Code. Any questions as to the applicability of any law should be directed to the Company's General Counsel. 2. Insider Trading. The U.S. federal securities laws prohibit insider trading-that is, buying or selling a company's securities at a time...

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    ... known to the general public or to competitors. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers if disclosed, or information that associates of the Company have entrusted to it. Employees and Directors must...

  • Page 239
    ... leaves the Company. Any questions about whether information is confidential should be directed to the Company's General Counsel. 6. Fair Dealing. Each Employee and Director shall endeavor to deal fairly with the Company's shareholders, competitors, customers, suppliers and employees. No Employee...

  • Page 240
    ..., lead times, pricing, suppliers, new products or technologies, or lawsuits or intellectual property disputes. If a member of the financial community contacts an Employee or Director, that Employee or Director must refer the individual to Investor Relations. If a member of the press or other...

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    .... 1. Designated Ethics Officer. The Company's General Counsel has been designated as the Company's Ethics Officer with responsibility for overseeing and monitoring compliance with the Code. The Ethics Officer reports directly to the Chief Executive Officer and also will make periodic reports to the...

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    ... this Code, or of applicable laws and regulations (including complaints or concerns about accounting, internal accounting controls, or auditing matters), he or she must report it immediately, either to the Company's General Counsel or Chief Executive Officer, or by calling Seagate's Ethics Helpline...

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    ... Northern Ireland Branch Seagate Technology (Malaysia) Holding Company Senai Seagate Industries (M) Sdn. Bhd. Seagate Technology (Marlow) Limited Cork Office Seagate Technology Media (Ireland) Limavady Northern Ireland Branch Seagate Technology (Thailand) Limited Ireland Cayman Cayman Cayman...

  • Page 244

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    ...dated August 20, 2010, with respect to the consolidated financial statements of Seagate Technology (predecessor of Seagate Technology plc), and the effectiveness of internal control over financial reporting of Seagate Technology (predecessor of Seagate Technology plc), included in this Annual Report...

  • Page 246

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    ...the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 20, 2010 /s/ STEPHEN...

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    ...the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 20, 2010 /s/ PATRICK...

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    ... does not constitute a part of the Annual Report of Seagate Technology plc (the "Company") on Form 10-K for the fiscal year ended July 2, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"). In connection with the Report we, Stephen J. Luczo, Chief Executive...

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