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SEAGATE TECHNOLOGY PLC
FORM 10-K
(Annual Report)
Filed 08/17/11 for the Period Ending 07/01/11
Telephone (353) (1) 234-3136
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 2011, 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 08/17/11 for the Period Ending 07/01/11 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year (353) (1) 234-3136 0001137789 STX 3572 - Computer Storage Devices Computer Storage Devices Technology 06/30 http://www.edgar-online.com © ...

  • Page 2
    ...the fiscal year ended July 1, 2011 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...

  • Page 3
    ...the closing price reported for such date by the NASDAQ. The number of outstanding ordinary shares of the registrant as of August 11, 2011 was 419,546,623. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be delivered to shareholders in connection with our 2011 Annual Meeting of...

  • Page 4
    ... Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services PART IV 15. Exhibits and Financial Statement Schedules SIGNATURES...

  • Page 5

  • Page 6
    ...Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Effective as of 1:30 p.m. PDT on July 3, 2010 (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...

  • Page 7
    ... application specific integrated circuits (ASICs); and Hoya Corporation, which supplies glass substrates. Hardware storage solutions manufacturers. Companies that transform components into storage products include disk drive manufacturers such as Seagate, Hitachi Global Storage Technologies, Samsung...

  • Page 8
    ... distribute or share such content. Other factors driving demand for additional storage include continued growth in cloud computing and backup services for enterprises seeking efficient and cost-effective methods of processing and storing mass data increases demand for storage as data centers expand...

  • Page 9
    ...class disk drives with sophisticated firmware and communications technologies. Nearline applications are defined as applications that are capacity-intensive and require high capacity and energy efficient disk drives featuring low costs per gigabyte. We expect such applications, which include storage...

  • Page 10
    ... multiple data storage applications and markets. Our core technology platforms are focused around the areal density of media and read/write head technologies. Using an integrated platform design and manufacturing leverage approach allows us to deliver a portfolio of disk drive products to service...

  • Page 11
    ... customers who from time to time evaluate whether to offer electronic data storage products that may compete with our products. Components and Raw Materials All of our disk drive products incorporate certain components, including a head disk assembly and a printed circuit board mounted to the head...

  • Page 12
    ... prior to packaging and shipment. Disk drive assembly and test operations occur primarily at facilities located in China and Thailand. We perform subassembly and component manufacturing operations at our facilities in China, Malaysia, Northern Ireland, Singapore, Thailand and in the United States in...

  • Page 13
    ... main current product offerings below. Enterprise Storage Cheetah SCSI/SAS/Fibre Channel Family. Our Cheetah 3.5-inch disk drives ship in 10,000 and 15,000 RPM and in storage capacities ranging from 73GB to 600GB. Commercial uses for Cheetah disk drives include Internet and e-commerce servers, data...

  • Page 14
    ... greater marketing support, sales incentives and price protection periods. In fiscal year 2011, Hewlett-Packard Company accounted for approximately 15% of consolidated revenue, while Dell Inc. accounted for approximately 13% of consolidated revenue. In each of fiscal years 2010 and 2009, Hewlett...

  • Page 15
    ... among electronic 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...

  • Page 16
    ... for achievement 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...

  • Page 17
    ... negotiations with other major electronic data storage companies and component manufacturers with respect to patent licenses. Backlog In view of our customers' rights to cancel or defer orders with little or no penalty, we believe backlog in the disk drive industry is of limited indicative value in...

  • Page 18
    ...at the SEC's website: www.sec.gov . This site contains reports, proxies and information statements and other information regarding issuers that file electronically with the SEC. Web Site Access. Our website is www.seagate.com . We make available, free of charge at the "Investor Relations" section of...

  • Page 19
    ...; Director/Manager, Corporate Financial Planning & Analysis from 1991 to 1994; Manager, Consolidations & Cost Accounting from 1990 to 1991; Manager, Consolidations from 1988 to 1990; and Senior Financial Analyst in 1988. Robert W. Whitmore, Executive Vice President and Chief Technology Officer. Mr...

  • Page 20
    ...through March 2011; 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 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
    ... evaluate from time to time whether to manufacture their own disk drives or other electronic data storage products. We also experience competition from other companies that produce alternative storage technologies like flash memory, where increasing capacity, decreasing cost, energy efficiency and...

  • Page 23
    ...able to introduce technologically advanced and lower cost disk drives into the marketplace ahead of our competitors. The success of our new product introductions is dependent on a number of factors, including market acceptance, our ability to manage the risks associated with product transitions, the...

  • Page 24
    ... produce alternative storage technologies like solid state or flash memory, where increased capacity, improving cost, energy efficiency and performance ruggedness have resulted in flash memory largely replacing disk drives in handheld applications. We believe that the demand for disk drives to store...

  • 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
    ... 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-maturity with new product offerings. Our market share and results of operations in the...

  • Page 27
    ... of disk drive products. Certain of our distributors may also market other products that compete with our products. Product qualification programs in this distribution channel are limited, which increases the number of competing products that are available to satisfy demand, particularly in times of...

  • Page 28
    ... on demand for our products and services and on our financial condition and results of operations. In addition, such retail sales of our branded solutions traditionally experience seasonal variability in demand with higher levels of demand in the first half of our fiscal year driven by consumer...

  • Page 29
    ... business, results of operations, financial condition and prospects. Impact of Technological Change-Increases in the areal density of disk drives may outpace customers' demand for storage capacity. The rate of increase in areal density, or storage capacity per square inch on a disk, may be greater...

  • Page 30
    ... 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, a decline in the reliability of our products may make us less competitive as compared with other disk drive...

  • Page 31
    ... may impose, operating and other restrictions on us. Subject to qualifications and exceptions, our senior secured revolving credit facility and such indenture limit, among other things, our ability to incur additional indebtedness and issue certain preferred shares; create liens; pay dividends or...

  • Page 32
    ... may not meet all of our purchase commitments to certain suppliers. From time to time, we enter into long-term, non-cancelable purchase commitments with certain suppliers in order to secure certain components for the production of our products or to supplement our internal manufacturing capacity for...

  • Page 33
    ...loss of key employees from those companies or the loss of customers of those companies. In addition, the integration of any acquired companies would require substantial attention from our senior management, which may limit the amount of time available to be devoted to our day-to-day operations or to...

  • Page 34
    ... costs, our 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...

  • Page 35
    ... Our international operations are affected by limitations on imports, currency exchange control regulations, transfer pricing regulations, price controls and other restraints on trade. In addition, the governments of many countries, including China, Malaysia, Northern Ireland, Singapore and Thailand...

  • Page 36
    ... in the market price of our ordinary shares could result in securities class action claims against us. Significant price and value fluctuations have occurred with respect to the publicly traded securities of disk drive companies and technology companies generally. The price of our ordinary shares is...

  • Page 37
    ... as we respond to variations in our customers' demand for disk drives. In particular, we anticipate that sales of our products will continue to be lower during the second half of our fiscal year. In the client compute and client non-compute market applications of our business, this seasonality is...

  • Page 38
    ... changes in financial estimates by investment research analysts; changes in the credit ratings of our indebtedness by rating agencies; and the sale of our ordinary shares held by certain equity investors or members of management. Risks Related to our Pending Strategic Alignment with Samsung We will...

  • Page 39
    ... loss of key customers or suppliers of Samsung's hard disk drive business who do not choose to do business with us; The potential that key customers do not accept new products of the combined company; The potential that we do not successfully coordinate sales and marketing efforts to communicate the...

  • Page 40
    ... shareholders. We expect the integration of Seagate and Samsung's hard drive business will result in revenue attrition, significant accounting charges and increased capital expenditures that will have an adverse effect on the results and financial condition of the combined company. The financial...

  • Page 41
    Table of Contents • matters relating to the transaction (including integration planning) may require substantial commitments of time and resources by Seagate management, which could otherwise have been devoted to other opportunities that may have been beneficial to Seagate, in each case, without ...

  • Page 42
    ...PROPERTIES Our company headquarters are located in Ireland, while our U.S. executive offices are located in Cupertino, California. Our principal manufacturing facilities are located in China, Malaysia, Northern Ireland, Singapore, Thailand and Minnesota. Our principal product development facilities...

  • Page 43
    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) 40

  • Page 44
    ... PART II ITEM 5. MARKET FOR REGISTRANT'S SHARES, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our shares have traded on the NASDAQ Global Select Market under the symbol "STX" since September 16, 2008, and previously traded on the New York Stock Exchange...

  • Page 45
    ...shareholder return on our ordinary shares for the period from June 30, 2006 to July 1, 2011. This is compared with the cumulative total return... indication of future performance. COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN * Among Seagate Technology, The S&P 500 Index And The Dow Jones US Computer ...

  • Page 46
    ... may be made through open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means, such as by way of an accelerated share repurchase program, through block trades or through the purchase of call options or the sale of put options. Additionally...

  • Page 47
    ... year 2011: January 2010 Anti-Dilution Share Repurchase Program Total Number of Shares Purchased Under Publicly Announced Plans or Programs Approximate Dollar Value of Shares Purchased Under the Plans or Programs (In millions, except average price paid per share) Total Number of Shares Purchased...

  • Page 48
    ... 2010 Share Repurchase Program Total Number of Shares Purchased Under Publicly Announced Plans or Programs Approximate Dollar Value of Shares Purchased Under the Plans or Programs (In millions, except average price paid per share) Total Number of Shares Purchased Average Price Paid per Share...

  • Page 49
    ... derived from our audited Consolidated Financial Statements that are not included in this Annual Report on Form 10-K. Fiscal Years Ended July 3, 2009 (1) (Dollars in millions, except per share data) July 1, 2011 July 2, 2010 June 27, 2008 June 29, 2007 Revenue Gross margin Income (loss) from...

  • Page 50
    ... of Contents Supplementary Financial Data (Unaudited) Quarterly Data The Company operated and reported financial results based on 13-week quarters in fiscal years 2011 and 2010, which ended on the Friday closest to September 30, December 31, March 31, and June 30. Fiscal Year 2011 Quarters Ended...

  • Page 51
    ... qualify, manufacture and sell our disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements and possible excess industry supply with respect...

  • Page 52
    ... manufacturing and selling disk drives, we provide data storage services for small- to medium-sized businesses, including online backup, data protection and recovery solutions. Effective as of July 3, 2010, Seagate Technology public limited company, an Irish public limited company, ("Seagate-Ireland...

  • Page 53
    ... disk drives with sophisticated firmware and communications technologies. Nearline applications are defined as applications that are capacity-intensive and require high capacity and energy efficient disk drives featuring lower costs per gigabyte. We expect such applications, which include storage...

  • Page 54
    ..., are less dependent on external component suppliers than less vertically integrated disk drive manufacturers. We believe the supply chain was generally tight for the industry during most of fiscal year 2011. Commodity and Other Manufacturing Costs The production of disk drives requires rare earth...

  • Page 55
    ... holiday shopping season from fall to winter. In addition, corporate demand is typically higher during the second half of the calendar year. However, with volatility in fuel costs, the industry may be experiencing higher levels of demand earlier in the calendar year as customers attempt to take...

  • Page 56
    ... summarizes information from our consolidated statements of operations by dollars and as a percentage of revenue: Fiscal Years Ended July 2, July 3, 2010 2009 (Dollars in millions) July 1, 2011 Revenue Cost of revenue Gross margin Product development Marketing and administrative Amortization of...

  • Page 57
    ... levels, sales program participation and customer claims submittals in determining the provision for such programs. Sales programs recorded as contra revenue were approximately 8% and 6% of our gross revenue for fiscal years 2011 and 2010, respectively. Gross Margin Fiscal Years Ended July 2, 2010...

  • Page 58
    ... million increase in spending for new programs and an $8 million decrease in research grants. Marketing and Administrative Expense. The increase in Marketing and administrative expenses for fiscal year 2011 compared to fiscal year 2010 was due to a $13 million increase related to Samsung acquisition...

  • Page 59
    ... holding company owns various U.S. and non-U.S. subsidiaries that operate in multiple non-Irish tax 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 Malaysia, Singapore...

  • Page 60
    ... muted price erosion. In the June 2010 quarter, industry supply exceeded demand and resulted in an increase in price erosion to levels typical of a June quarter. Sales programs recorded as contra revenue were approximately 6% and 12% of our gross revenue for fiscal years 2010 and 2009, respectively...

  • Page 61
    ...204 $ 1,410 $ 1,794 28% 14% (2)% 127% For fiscal year 2010, gross margin as a percentage of revenue increased to 28% from 14% in the fiscal year 2009 primarily as a result of an 18% increase in drive shipments, muted price erosion, a more cost-effective product mix and a substantial improvement in...

  • Page 62
    ...intended to realign our cost structure with the fiscal year 2009 macroeconomic business environment. Impairment of Goodwill and Other Long-Lived Assets, net of Recoveries. During fiscal year 2010, we committed to a plan to sell certain equipment related to certain research activities that had ceased...

  • Page 63
    ...holidays or tax incentive programs we operate under in China, Malaysia, Singapore, Switzerland and Thailand. These tax holidays or incentives are scheduled to expire in whole or in part at various dates through 2020. Since we became an Irish tax resident in fiscal year 2010, the Irish statutory rate...

  • Page 64
    ...in channel mix; a decrease of $358 million in inventories due to improved inventory and build schedule management and supply chain improvements; and a decrease of $296 million in accrued employee compensation primarily due to no variable performance-based compensation expense in fiscal year 2009. 61

  • Page 65
    ... was related to our employee deferred compensation liabilities under our non-qualified deferred compensation plan. On January 18, 2011, Seagate Technology plc, and its subsidiary Seagate HDD entered into a Credit Agreement which provides for a $350 million senior secured revolving credit facility...

  • Page 66
    ...of our ordinary shares. See Item 5. Market for Registrant's Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities-Repurchases of Our Equity Securities. We expect the pending transaction with Samsung to close by the end of calendar 2011. The purchase price for this transaction...

  • Page 67
    ... the retirement and replacement of existing debt and associated obligations, including the issuance of new debt securities, exchanging existing debt securities for other debt securities and retiring debt pursuant to privately negotiated transactions, open market purchases or otherwise. In addition...

  • Page 68
    ...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 69
    ...revenue during fiscal years 2011, 2010 and 2009, respectively, while warranty cost related to new shipments (exclusive of the impact of re-estimates of pre-existing liabilities) were 1.8%, 1.8% and 2.7% respectively, for the same periods. Changes in anticipated failure rates of specific products and...

  • Page 70
    ...exchange rates, equity and bond markets. A portion of these risks are hedged, but fluctuations could impact our results of operations, financial position and cash flows. Additionally, we have exposure to downgrades in the credit ratings of our counterparties as well as exposure related to our credit...

  • Page 71
    We also hedge a portion of our foreign currency denominated balance sheet positions with foreign currency forward exchange contracts to reduce the risk that our earnings will be adversely affected by 67

  • Page 72
    ... fair value of the notional investments selected by our employees as part of our Seagate Deferred Compensation Plan (the "SDCP"). Prior to January 3, 2011, we had a Total Return Swap (TRS) in order to manage the equity market risks associated with the SDCP liabilities. Effective January 3, 2011, we...

  • Page 73
    ... 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA SEAGATE TECHNOLOGY PLC CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data) July 1, 2011 July 2, 2010 ASSETS Current assets: Cash and cash equivalents Short-term investments Restricted cash and investments Accounts receivable...

  • Page 74
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Fiscal Years Ended July 2, July 3, 2010 2009 July 1, 2011 Revenue Cost of revenue Product development Marketing and administrative Amortization of intangibles Restructuring and ...

  • Page 75
    ...Gain on sale of property and equipment Impairment of goodwill and other long-lived assets, net of recoveries Deferred income taxes Other non-cash operating activities, net Changes in operating assets and liabilities: Accounts receivable, net Inventories Accounts payable Accrued employee compensation...

  • Page 76

  • Page 77
    ... tax: Change in unrealized gain (loss) on cash flow hedges, net Change in unrealized gain (loss) on auction rate securities, net Change in unrealized gain (loss) on postretirement plan costs Net loss Comprehensive loss Issuance of ordinary shares under employee stock plans Dividends to shareholders...

  • Page 78
    shares under employee stock plans Tax benefit from exercise of stock options Repurchases of shares Adjustment to equity component of convertible debt upon redemption Dividends to shareholders Share-based compensation Balance at July 1, 2011 12 83 2 83 2 (822) (57) (822) (7) (77) 51 3,980 $ ...

  • Page 79
    ... addition to manufacturing and selling disk drives, the Company provides storage services for small- to medium-sized businesses, including online backup, data protection and recovery solutions. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the...

  • Page 80
    ... for designation and effectiveness of hedging relationships. 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 of one to five years. The Company's warranty provision...

  • Page 81
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) timing of product returns during the warranty periods), estimated repair or replacement costs and estimated costs for customer compensatory claims related to product quality issues, if any. Should ...

  • Page 82
    ... 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 Company performs ongoing credit evaluations on its customers' financial...

  • Page 83
    ... the beginning of the annual reporting period. The ASU is effective for the Company's first quarter of fiscal year 2012. The adoption of this new guidance will not have a material impact on the Company's consolidated financial statements. In January 2010, the FASB issued ASU No. 2010-06, Fair Value...

  • Page 84
    ... included in Other, net. The cost of securities sold is based on the specific identification method. The Company's available-for-sale securities include investments in auction rate securities. Beginning in fiscal year 2008, the Company's auction rate securities failed to settle at auction and have...

  • Page 85
    ... of the Company's investments as of July 1, 2011: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) Available-for-sale securities: Commercial paper Money market funds U.S. treasuries and agency bonds Certificates of deposit Corporate bonds Auction rate securities Other debt...

  • Page 86
    ...SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes, by major type, the fair value and amortized cost of the Company's investments as of July 2, 2010: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) Available-for-sale...

  • Page 87
    ... recognize any profits on these sales. The costs of the completed sub-assemblies are included in inventory upon purchase from the vendors. Property, Equipment and Leasehold Improvements, net Useful Life in Years July 1, 2011 July 2, 2010 (Dollars in millions) Land Equipment Buildings and leasehold...

  • Page 88
    ...value of the Hard Disk Drive reporting unit was recoverable while that of the Services reporting unit was not. The Company recorded impairment charges of $3 million for the property and equipment and intangible assets of the Services reporting unit during fiscal year 2009. The Company recorded these...

  • Page 89
    ... quarter of fiscal year 2011. The hard drive manufacturing operations have been relocated to other existing Seagate facilities and the Company's Asia International Headquarters (IHQ) remains in Singapore. This closure and relocation is part of the Company's ongoing focus on cost efficiencies in all...

  • Page 90
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the Company's restructuring activities for fiscal years 2011, 2010 and 2009: PostEmployment Benefits Operating Leases Other Exit Costs (Dollars in millions) Total All ...

  • Page 91
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) requirements of the Securities Act of 1933, as amended. The obligations under the 2021 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company. The net proceeds from the offering...

  • Page 92
    ...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, completed the sale of...

  • Page 93
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) redeem and/or repurchase a portion of the Company's outstanding indebtedness and for general corporate purposes. The interest on the 2020 Notes is payable semi-annually on May 1 and November 1 of each year. The...

  • Page 94
    ... fiscal year ended July 2, 2010, an enacted legislative change in U.S. tax law was taken into account in computing the Company's income tax provision. The Worker, Homeownership, and Business Assistance Act of 2009, was enacted on November 6, 2009. This law allowed the Company to elect an increased...

  • Page 95
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company recorded an excess tax benefit associated with stock option deductions in fiscal year 2011 of $2 million and no excess tax benefits in 2010 or 2009. Deferred income taxes reflect the net tax effects...

  • Page 96
    ... if specific conditions are met. The net impact of these tax holidays and tax incentive programs was to increase the Company's net income by approximately $117 million in fiscal year 2011 ($0.25 per share, diluted), to increase the Company's net income by $307 million in fiscal year 2010 ($0.60...

  • Page 97
    ... required to file U.S. federal, U.S. state and non-U.S. income tax returns. In May 2011, the U.S. Internal Revenue Service (IRS) completed its field examination of the Company's U.S. federal income tax returns for fiscal years ending in 2005 through 2007. The IRS issued a Revenue Agent's Report and...

  • Page 98
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Derivative Financial Instruments The Company is exposed to foreign currency exchange rate, interest rate, and to a lesser extent, equity price risks relating to its ongoing business operations. The Company enters...

  • Page 99
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its SDCP. Prior to January 3, 2011, the Company had a TRS in order to manage...

  • Page 100
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables show the effect of the Company's derivative instruments on Other comprehensive income (loss) (OCI) and the Consolidated Statements of Operations for the fiscal year ended July 1, 2011: Location...

  • Page 101
    ended July 2, 2010. 94

  • Page 102
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 8. Fair Value Measurement of Fair Value Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at...

  • Page 103
    ... at Reporting Date Using Quoted Prices in Significant Active Other Significant Markets for Identical Unobservable Observable Inputs Inputs Total Instruments (Level 2) (Level 3) (Level 1) Balance (Dollars in millions) Assets: Commercial paper Money market funds U.S. treasuries and agency bonds...

  • Page 104
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis, excluding accrued interest components, as of July 2, 2010: Fair Value Measurements at Reporting Date...

  • Page 105
    ... at the reporting date. The Company's Level 3 assets consist of auction rate securities with a par value of approximately $18 million, all of which are collateralized by student loans guaranteed by the Federal Family Education Loan Program. Beginning in fiscal year 2008, these securities failed to...

  • Page 106
    ...FINANCIAL STATEMENTS-(Continued) The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the fiscal year ended July 2, 2011: Auction Rate Securities...

  • Page 107
    ...Seagate-Ireland assumed Seagate-Cayman's equity incentive related plans, subplans and agreements, including, but not limited to, the Seagate Technology 2001 Share Option Plan, the Amended Seagate Technology 2004 Share Compensation Plan, the Seagate Technology Employee Stock Purchase Plan, the Maxtor...

  • Page 108
    ... Securities On February 1, 2010, the Company announced that its Board of Directors authorized an Anti-Dilution Share Repurchase Program. The repurchase program authorizes the Company to repurchase its ordinary shares to offset increases in diluted shares, such as those caused by employee stock plans...

  • Page 109
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables set forth information with respect to repurchases of the Company's shares made during fiscal year 2011: January 2010 Anti-Dilution Share Repurchase Program Number of Shares Repurchased...

  • Page 110
    ... material. Seagate Technology plc Stock Purchase Plan (the "ESPP"). There are 40 million ordinary shares authorized to be issued under the ESPP. In no event shall the total number of shares issued under the ESPP exceed 75 million ordinary shares. The ESPP consists of a six-month offering period with...

  • Page 111
    ... Company's shares related to options granted to employees and shares issued from the ESPP for fiscal years 2011, 2010 and 2009 were estimated using the following weighted-average assumptions: Fiscal Years 2010 2011 2009 Options Expected term (in years) Volatility Expected dividend rate Risk-free...

  • Page 112
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Stock Compensation Expense The Company recorded $51 million, $57 million and $83 million of stock-based compensation during fiscal years 2011, 2010 and 2009, respectively. Management has made an estimate...

  • Page 113
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Nonvested Share Activity The following is a summary of nonvested share activities: WeightedAverage GrantDate Fair Value Nonvested Shares (In millions) Number of Shares Nonvested at July 2, 2010 Granted...

  • Page 114
    ... of eligible employees. This plan is designed to permit certain discretionary employer contributions, in excess of the tax limits applicable to the 401(k) plan and to permit employee deferrals in excess of certain tax limits. The Company's assets designated to pay benefits under the plan are held...

  • Page 115
    ...to equity market risks associated with the deferred compensation liabilities by investing directly in mutual funds that mirror the employees' investment options. The Company classified investments held to satisfy the deferred compensation liabilities as trading securities. 11. Earnings Per Share The...

  • Page 116
    ... one reporting segment. 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...

  • Page 117
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the Company's operations by geographic area: Fiscal Years Ended July 2, July 3, 2010 2009 (In millions) July 1, 2011 Revenue from external customers (1) : Singapore United...

  • Page 118
    ...'s ruling in full; accordingly, the Company does not expect this matter will result in a loss. Collins, et al. v. Seagate Technology, et al. -On July 15, 2009, Carl Collins and Farzin Davanloo filed a complaint against Seagate Technology, Seagate Technology LLC, and 19 other hard drive, computer...

  • Page 119
    ... and patent applications. Mr. Shukh's employment was terminated as part of a company-wide reduction in force in fiscal year 2009. He seeks damages in excess of $75 million. The Company believes the claims are without merit and intends to vigorously defend this case. Trial is scheduled to begin...

  • Page 120
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Rambus seeks an order to exclude entry of infringing products into the U.S. and a cease and desist order. Seagate is responding to the investigation. The hearing before the Administrative Law Judge is scheduled...

  • Page 121
    .... 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 remaining terms of one year or more were as follows at July...

  • Page 122
    ... remaining in accrued exit costs related to the planned exit of Maxtor leased excess facilities at July 1, 2011 and July 2, 2010, respectively. Capital Expenditures. The Company's non-cancelable commitments for construction of manufacturing facilities and purchases of equipment approximated $166...

  • Page 123
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) repair or replacement costs and uses statistical modeling to estimate product return rates in order to determine its warranty obligation. In addition, estimated settlements for customer compensatory claims relating...

  • Page 124
    ... sheets of Seagate Technology public limited company (plc) as of July 1, 2011 and July 2, 2010, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended July 1, 2011. These consolidated financial statements are the...

  • Page 125
    ...of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Seagate Technology plc as of July 1, 2011 and July 2, 2010, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended...

  • Page 126
    Table of Contents SUPPLEMENTARY FINANCIAL DATA (UNAUDITED) For quarterly financial data see Part II, Item 6. Selected Financial Data 119

  • Page 127
    ... financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Our management, including our chief executive officer and chief financial...

  • Page 128
    ... 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 129
    ... IV ITEM 15. (a) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Report: 1. Financial Statements . The following Consolidated Financial Statements of Seagate Technology plc and Report of Independent Registered Public Accounting Firm are included in Item...

  • Page 130
    ..., 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 Officer, President, Director and Chairman of the Board of Directors) Dated: August...

  • Page 131
    Table of Contents Signature Title Date /s/ FRANK J. BIONDI, JR. Director (Frank J. Biondi, Jr.) August 17, 2011 /s/ LYDIA M. MARSHALL Director (Lydia M. Marshall) August 17, 2011 /s/ C.S. PARK Director (Dr. C.S. Park) August 17, 2011 /s/ ...

  • Page 132
    ... 1, 2009, among Seagate Technology International, as Issuer, Seagate Technology, 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...

  • Page 133
    Seagate Technology (Thailand) Limited, Seagate Technology (US) Holdings, Inc., Maxtor Corporation, i365 Inc. and Seagate Technology LLC, as Guarantors, and Wells Fargo Bank, National Association, as Trustee 4.5 Form of 10.0% Senior Secured Second-Priority Note due 2014 8-K 001-31560 4.1 05/05/09 ...

  • Page 134
    ...Association, as Trustee 4.7 Form of 6.875% Senior Note due 2020 4.8 Registration Rights Agreement dated as of May 13, 2010, among Seagate HDD Cayman, Seagate Technology and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC 4.9 Indenture dated as of December 14, 2010, among Seagate...

  • Page 135
    Stanley & Co. Incorporated 10.1+ Third Amended and Restated Seagate Technology Executive Officer Severance and Change in Control Plan 10-Q 001-31560 10.2 02/01/10 126

  • Page 136
    ...No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.2+ Amended Seagate Technology plc 2001 Share Option Plan 10.3+ Seagate Technology plc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy) 10.4(a)+ Form of...

  • Page 137
    10.12+ Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (Outside Directors) 10-K 001-31560 10.12 08/20/10 127

  • Page 138
    ...Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.13+ Seagate Technology plc 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...

  • Page 139
    Plan 10.23+ Seagate Deferred Compensation Sub-Plan 10-Q 001-31560 10.28 05/05/10 128

  • Page 140
    ...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 Grantors, and Wells Fargo Bank, National Association, as Collateral Agent for the Secured Parties...

  • Page 141

  • Page 142
    ... September 25, 2009, between Seagate Singapore International Headquarters Pte. Ltd., as chargor and Wells Fargo Bank, National Association, as collateral agent 10.31 First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology International, Seagate HDD Cayman and Wells Fargo...

  • Page 143
    thereto and Wells Fargo Bank, National Association, as trustee 130

  • Page 144
    ...2010, to the Intercreditor Agreement, dated as of May 1, 2009, among JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as Collateral Agent, Seagate Technology HDD Holdings, Seagate Technology International and each of the other loan parties from time to time...

  • Page 145
    131

  • Page 146
    ...National Association, 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...

  • Page 147
    mortgagee 132

  • Page 148
    ... Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.42 First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology HDD Holdings, Seagate HDD Cayman, Seagate Technology and U.S. Bank National Association, as trustee, amending and supplementing...

  • Page 149
    10.45 Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010 10.46+ Form of Deed of Indemnity between Seagate Technology plc and the director or company secretary named therein 8-K 001-31560 10.2 07/06/10 8-K 001-31560 10.1 07/29/10 133

  • Page 150
    ... Association, as Documentation Agent 10.48 U.S. Guarantee Agreement, dated as of January 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the Guarantor parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.49 U.S. Security Agreement, dated...

  • Page 151
    Second Priority Secured Parties, Seagate HDD Cayman, as Borrower, Seagate Technology International, as Second Lien Issuer, and each of the other Loan Parties thereto 134

  • Page 152
    ...Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the Subsidiary parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.53 Asset Purchase Agreement by and among Samsung Electronics Co., ltd., Seagate Technology International and Seagate Technology plc dated...

  • Page 153
    pursuant to rules 13a-14 (a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 135

  • Page 154
    ... any filing of Seagate Technology plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. In accordance with Rule 406T...

  • Page 155

  • Page 156
    Exhibit 10.53 ASSET PURCHASE AGREEMENT by and among SAMSUNG ELECTRONICS CO., LTD. SEAGATE TECHNOLOGY INTERNATIONAL and SEAGATE TECHNOLOGY PLC DATED APRIL 19, 2011

  • Page 157
    ... of Assets Subsequent Delivery Internal Approval PURCHASE PRICE; ALLOCATIONS Purchase Price Payment of Purchase Price VAT; Withholding Taxes Allocation of Purchase Price Allocation of Certain Items REPRESENTATIONS AND WARRANTIES OF THE SELLER Organization Subsidiaries Authority; Binding Nature of...

  • Page 158
    i

  • Page 159
    ...Governmental Consents SEC Filings; Financial Statements Absence of Restrictions Absence of Changes Legal Proceedings Availability of Funds Finder's Fee CERTAIN COVENANTS AND AGREEMENTS Access and Investigation Operation of the Seller's Business Preparation of Financial Statements Purchaser Designees...

  • Page 160

  • Page 161
    ... Closing Closing Actions Issuance of Share Consideration TERMINATION Termination Events Closing Breach Effect of Termination INDEMNIFICATION Indemnification Obligations of the Seller Indemnification Obligations of the Purchaser and the Guarantor Indemnification Procedure Survival Period; Time Limits...

  • Page 162
    iii

  • Page 163
    ...; Counterparts; Electronic Signatures Governing Law; Jurisdiction and Venue WAIVER OF JURY TRIAL Assignment and Successors Parties in Interest Notices Seller Disclosure Schedules Construction; Usage Severability Time of Essence Schedules and Exhibits iv 45 45 45 46 47 47 47 47 49 49 50 51 51

  • Page 164
    ...Seller "), Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of the Guarantor (the " Purchaser "), and Seagate Technology plc, a company organized under the laws of the Republic of Ireland (the...

  • Page 165
    ...transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller and the Seller Subsidiaries, the assets, properties and rights of the Seller and the Seller Subsidiaries related to the Business as of the Closing Date as listed below, except for the Excluded...

  • Page 166
    ... Business, including without limiting those (k) set forth on Schedule 1.2(k) of the Seller Disclosure Schedules, and certain office equipments and other tangible assets related to the Subject Employees that are not employed by the Purchaser or any Purchaser Designee as at the Closing (the " Excluded...

  • Page 167
    ... arise out of service to the Purchaser or any Purchaser Designee after the Closing, including any liability resulting from the transfer or termination of any Transferred Employee's employment with the Purchaser or any Purchaser Designee, as applicable; and all liabilities related to the insurance...

  • Page 168
    ...the Acquired Assets, for any periods prior to the Closing, other than Taxes expressly assumed by the Purchaser under this Agreement; (h) any and all liabilities and obligations vis-Ã -vis customers resulting from, arising out of or related to product warranty claims, whether express or implied, that...

  • Page 169
    ...by this Agreement and the other Transaction Documents; (o) (p) Schedules. 1.5 all liabilities pertaining to any Excluded Asset; and any liabilities resulting from, arising out of or related to matters described in Schedule 1.4(p) of the Seller Disclosure Delivery of Assets . (a) Upon the Closing: 6

  • Page 170
    ... shall deliver such items (or copies thereof) to the Purchaser after the Closing Date in tangible or electronic form as requested by the Purchaser. 1.7 Internal Approval . Notwithstanding anything in this Section 1, if any Technology that meets the definition set forth in subsection (i)(A) of the...

  • Page 171
    ... limits under Section 9.5. 2.2 Payment of Purchase Price . (a) On the Closing Date, the Purchaser and/or a Purchaser Designee shall pay the Cash Consideration by wire transfer of immediately available funds to such bank account(s) (including any bank account(s) for local purchase price payable...

  • Page 172
    ..., the Purchaser and/or Purchaser Designee shall be entitled to seek rulings from the relevant Taxing Authority, and upon the request of the Purchaser and/or Purchaser Designee, the Seller shall cooperate and provide all reasonable assistance in connection therewith. On the Closing Date, the...

  • Page 173
    ... to minimize any such withholding Tax. 2.4 Allocation of Purchase Price . As soon as practicable after the Agreement Date, but no later than ninety (90) days thereafter, the Seller shall submit (a) a preliminary allocation of the Purchase Price (taking into account any Assumed Liabilities to the...

  • Page 174
    ... the Closing Date and the denominator of which is the number of days in the entire taxable period, with the remaining portion of such Taxes allocated to the Purchaser. (b) Taxes described in Section 2.5(a) above shall be timely paid, and all applicable filings, reports and returns shall be filed, as...

  • Page 175
    there are no grounds on which any petition or application could be based for its winding-up or the appointment of an administrator or receiver over its assets, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now ...

  • Page 176
    ... equipment capable of manufacturing eighteen (18) million units of Business Products per quarter on the basis of operating at full capacity (i.e., 24 hours per day, 365 days per annum). (c) Schedule 3.8(c) of the Seller Disclosure Schedules sets forth an accurate and complete list of all plants...

  • Page 177
    ... have at all times been, and are currently, in material compliance with all applicable Anti-Corruption and Anti-Bribery Laws with respect to the Business; (iv) the Seller and the Seller Subsidiaries have established and maintain compliance programs and reasonable internal controls and procedures...

  • Page 178
    ... complete list, as of the Agreement Date, of all Trademarks used for internal hard-disk drive products other than any Trademark that incorporates the Seller's trade name which are both part of the Business and owned by the Seller or any of the Seller's Affiliates. (b) Except as set forth in Schedule...

  • Page 179
    ...none of the Product Software owned by the Seller or any Affiliate of the Seller and used in the Business at the Closing includes any Open Source Materials. 3.13 Contracts . (a) Subject to Section 5.7, Schedule 1.1(h) of the Seller Disclosure Schedules sets forth an accurate and complete list of all...

  • Page 180
    ... to them, date of employment, position, accrued paid time off or vacation as of March 31, 2011, and exempt or non-exempt status, where applicable. The Seller will provide an updated list of the Business Employees as of the Closing in the event that any Business Employee's employment with the Seller...

  • Page 181
    ... any Governmental Body relating to any Business Product, including the packaging and advertising related thereto, designed, formulated, manufactured, processed, distributed, sold or placed in the stream of commerce by the Business, or claim or lawsuit involving a Business Product which is pending...

  • Page 182
    ... basis to the competent Taxing Authority all Taxes arising out of the conduct of the Business or concerning or attributable to the Acquired Assets that may become due and payable on or prior to the Closing Date and (ii) timely filed all Tax Returns relating to all Taxes arising out of the conduct...

  • Page 183
    ... in holding the Ordinary Shares, subject to the restrictions on transfer of the Ordinary Shares set forth in the Shareholder Agreement, and (e) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. 3.22 No Other Representations or Warranties . Except...

  • Page 184
    ...for issuance pursuant to the Seagate Technology plc Employee Stock Purchase Plan. All of the issued and outstanding Ordinary Shares and all shares in the capital of the Guarantor issued pursuant to the Guarantor Stock Plans have been, or will be upon issuance, duly authorized and validly issued, and...

  • Page 185
    .... 4.6 SEC Filings; Financial Statements . All registration statements, proxy statements and other statements, reports, schedules, forms, exhibits and other (a) documents filed by the Guarantor with the SEC and available on the SEC website, including all amendments thereto, since July 2, 2010 are...

  • Page 186
    ... information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be). (b) The financial statements (including any related notes) contained...

  • Page 187
    ... deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Guarantor; (B) any illegal act or fraud, whether or not material, that involves the Guarantor's management or other employees; or (C) any claim or allegation regarding any of the...

  • Page 188
    ... Global Select Market applicable to the Guarantor in the context or as a result of the transactions contemplated by the Transaction Documents, including those public reporting and other rules and regulations that require, permit or contemplate the public reporting of audited financial statements...

  • Page 189
    ... than 90 days after the end of each such year. The Seller shall be entitled to retain such internationally recognized accounting firm without any conflict with the Seller and any other advisors as are reasonably necessary to timely and properly prepare the Business Financial Statements and shall...

  • Page 190
    ..., officers or other employees, affiliates, representatives or other agents (including its financial, legal, accounting or other advisors): (i) solicit, knowingly encourage, knowingly initiate or knowingly facilitate any inquiry, proposal or offer from any third party regarding an acquisition or sale...

  • Page 191
    ... make offers of employment to all of the Subject Employees. The Purchaser hereby agrees to employ all of the Subject Employees, and any other Business Employee who received an offer from the Purchaser, who accept offers of employment from the Purchaser, effective as of the Closing Date (collectively...

  • Page 192
    ... Date and the Closing Date, refrain from any communication or other actions which are intended to cause, provoke or encourage a Transferred Employee to reject the Purchaser's offer of employment. 5.7 Assumed Contracts; Non-Assignable Contracts . The Seller and the Seller Subsidiaries, as applicable...

  • Page 193
    ... the Pre-Closing Period, neither the Purchaser or the Guarantor, on the one hand, nor the Seller or the Seller Subsidiaries, on the other hand, shall (and they shall not permit any of their respective Affiliates or Representatives to) issue any press release or make any public statement regarding...

  • Page 194
    ... any claim against the other party or parties under this Agreement or enforcing its rights hereunder. (b) Upon the Closing, any Confidential Information which is part of the Acquired Assets that pertains exclusively to the Business shall be deemed to be the Confidential Information of the Purchaser...

  • Page 195
    ... the Supply Agreement for Internal Drives and the Transition Services Agreement on or prior to the Closing Date, which shall become effective as of the Closing Date. 5.11 Regulatory Approvals . Each of (i) the Guarantor, (ii) the Purchaser and (iii) to the extent required by applicable rules and...

  • Page 196
    ... by applicable rules and regulations, any filing that may be required under any other Antitrust Law or by any other Governmental Body, including any other requirements of the Antitrust Law of any relevant jurisdiction, if applicable, within thirty (30) days after the Agreement Date and to supply...

  • Page 197
    ...to agree to sell, hold, separate, divest, discontinue or limit, before or after the Closing Date, any material assets or businesses or interest in any material assets or businesses of the Purchaser or any of its Affiliates. 5.12 Transfer Taxes; Expenses . Any transfer Taxes or recording fees payable...

  • Page 198
    ... 5.14, so long as no employee or group of employees of the Seller or any Affiliate of the Seller are specifically targeted. 5.15 Customer Visits; Supplier Relationships. During the Pre-Closing Period, the Seller shall permit the Purchaser to discuss and meet, and shall reasonably (a) cooperate in...

  • Page 199
    ... the execution of the Transaction Documents or on the allotment of the Shares (as such term is defined in the form of the Loan Note attached as Exhibit E hereto), the Seller shall notify the Purchaser promptly and the Purchaser shall pay promptly to the Seller by way of liquidated damages an amount...

  • Page 200
    ... and delivery of the 2010 Financial Statements of the Business pursuant to Section 5.3. SECTION 7 CLOSING 7.1 Closing . The Closing shall take place at the offices of Paul, Hastings, Janofsky & Walker LLP in Palo Alto, California within three (3) Business Days following the day on which the...

  • Page 201
    ... and Trademark Office or other relevant authority in each jurisdiction in which such Transferred Patents or Transferred Trademarks have been filed or issued; the relevant parties hereto shall enter into and deliver the Supply Agreement for Internal Drives and the Transition (e) Services Agreement...

  • Page 202
    ... under this Agreement to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents (" Closing Breach "), the Seller shall be entitled to seek specific performance of the provisions of this Agreement, including the provisions relating to the consummation of...

  • Page 203
    ... hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all Losses arising out of or relating to: (a) any inaccuracy in or breach of any representation or warranty of the Seller set forth in this Agreement, either at and as of the Agreement Date or the Closing Date...

  • Page 204
    ... or consent (x) includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such Third-Party Claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on...

  • Page 205
    ...Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Direct Claim as determined hereunder. 9.4 Survival Period; Time Limits . (a) The representations and warranties made by the parties herein shall not be extinguished by the Closing, but shall...

  • Page 206
    ... in connection with any claims related to this Agreement. Notwithstanding the foregoing, nothing herein shall limit the ability of the Parties to seek specific performance or other equitable remedies pursuant to Section 11.1. SECTION 10 GUARANTEE Guarantee . Without limiting any of the obligations...

  • Page 207
    ...it is directly liable to the Seller for the Guaranteed Obligations and that a separate action for enforcement of ...Closing Breach, to the fullest extent permitted by applicable Law, the Seller shall be entitled to specifically enforce the provisions of this Agreement, including the provisions relating...

  • Page 208
    ... such agent, and (2) that service of any process, summons, notice or document by registered or certified mail (with a proof of receipt validated by the United States Postal Service) addressed to such party at the address set forth in Section 11.11 shall, to the fullest extent permitted by applicable...

  • Page 209
    ... of the State of Delaware, or if that court lacks jurisdiction, a state or federal court sitting in the State of Delaware (and each appellate court located in the State of Delaware), shall be deemed to be a convenient forum; and (iv) agrees not to assert (by way of motion, as a defense or...

  • Page 210
    ...this Agreement to any of its Affiliates and the Purchaser may assign the right to acquire certain of the Acquired Assets, or to assume certain of the Assumed Liabilities or employment relationships with the Transferred Employees to the Purchaser Designees pursuant to Section 5.4. (b) Irrespective of...

  • Page 211
    ... Road, Hong Kong Fax no.: +852-3192-9689 Attention: Daniel Sae-Chin Kim the Purchaser: Seagate Technology International Ugland House, South Church Street, P.O. Box 309 George Town, Grand Cayman Cayman Islands, British West Indies Fax no.: +1-831-439-2547/+1-831-439-2545 Attention: Kenneth Massaroni...

  • Page 212
    ... all representations, warranties, covenants and other provisions to which such disclosures relate for all purposes hereunder, including for purposes of Section 9.1 of this Agreement. At any time within fourteen (14) days after the Agreement Date, the Purchaser may request specific changes to or...

  • Page 213
    ...or modified and in effect from time to time in accordance with the terms thereof; reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in (v) part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference...

  • Page 214
    ...With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 11.16 Schedules and Exhibits . The Schedules and Exhibits (including the Seller Disclosure Schedules) are hereby incorporated into this Agreement and are hereby made a part hereof as if set...

  • Page 215
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date first above written. SELLER: SAMSUNG ELECTRONICS CO., LTD. By: /s/ Oh-Hyun Kwon Name: Oh-Hyun Kwon Title: President

  • Page 216
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date first above written. PURCHASER: SEAGATE TECHNOLOGY INTERNATIONAL By: /s/ Stephen J. Luczo Name: Stephen J. Luczo Title: President

  • Page 217
    ..., as of the date first above written. GUARANTOR: Given under the common seal of SEAGATE TECHNOLOGY PLC /s/ Lai Chun Cheong (Witness' Signature) 90 Woodlands Ave 7 S(737911) (Witness' Address) Finance Exec. Director (Witness' Occupation) (Company Seal)

  • Page 218
    ...firmware, drivers and Software distributed for use with Business Products; (iv) the sales, distribution and marketing of Business Products; (v) support of Business Products including fulfillment of warranty obligations, reverse logistics, and customer support; and (vi) provisions of services related...

  • Page 219
    ... Section 8.2. "Closing Date" means the date on which the Closing occurs. "Component" shall mean any components, assemblies and other materials (other than an integrated and complete HDDs), including without limitation magnetic discs, motors, actuators, and ASICs and other semiconductor products. A-2

  • Page 220
    ... plans, budgets, unpublished financial statements, licenses, prices, costs, Contracts, suppliers, customers, and customer lists; (d) the identity, skills and compensation of employees, contractors, and consultants; (e) specialized training; and (f) discoveries, developments, Trade Secrets, processes...

  • Page 221
    ... Acquired Asset, or any filing of or agreement to give any financing statement under any applicable Laws governing security interests. "Entity" means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate...

  • Page 222
    ... Import Control Laws" means any U.S. or applicable non-U.S. law, regulation, or order governing (i) imports, exports, re-exports, or transfers of products, services, software, or technologies from or to the United States or another country; (ii) any release of technology or software in any foreign...

  • Page 223
    ... Option Plan, the Quantum Corporation Supplemental Stock Option Plan and the Seagate Technology plc Employee Stock Purchase Plan. " Hazardous Material Activity " means the manufacture, processing, sale, distribution, use, treatment, storage, labeling, recycling, removal, remediation, release, any...

  • Page 224
    ... with the following throughout the world: (a) Patents, (b) Trademarks, (c) Copyrights, (d) Trade Secrets and (e) any equivalent intellectual property right to the foregoing. "Internet Properties" means Uniform Resource Locators, Web site addresses and domain names, all of the foregoing of which are...

  • Page 225
    .... "Ordinary Shares" shall mean the ordinary shares, par value US$0.00001 per share, of the Guarantor. "Other IP" means Intellectual Property other than Patents and Trademarks. "Out-Licenses" has the meaning ascribed to it in Section 3.12(j). "Patent Application" means an application or filing for...

  • Page 226
    ..., corporation, partnership, joint venture, limited liability company, trust, Governmental Body or other organization. "Pre-Closing Period" has the meaning ascribed to it in Section 5.1. "Preliminary Allocation Statement" has the meaning ascribed to it in Section 2.4(a). "Product Software" means any...

  • Page 227
    ... and other internal drives, direct attach HDDs (including HDDs with USB, IEEE, eSata and other similar interfaces) and network attach HDDs. "Retained Technology" means any Technology that is not exclusively used in the Business as of the Closing. "SEC" means the United States Securities and Exchange...

  • Page 228
    ... Schedules. "Share Consideration" has the meaning ascribed to it in Section 2.1. "Shareholder Agreement" has the meaning ascribed to it in the Recitals. "Software" means computer software, programs, and databases in any form, including source code, object code, operating systems and specifications...

  • Page 229
    ... Law relating to any Tax. "Taxing Authority" means any Governmental Body in charge of imposing or collecting any Tax. "Technology" means embodiments of Intellectual Property in electronic, written or other media, including Software, Internet Properties, designs, design and manufacturing schematics...

  • Page 230
    ... and production processes and techniques, research and development information, technology, drawings, specifications, designs, plans, proposals, technical data, financial, marketing, and business data, pricing and cost information, business and marketing plans, customer and supplier lists and...

  • Page 231
    ... but not limited to the items set forth on Schedule 1.1(a)(i) of the Seller Disclosure Schedules. "Transferred Technology" means: (i) copies of any Copyable Technology owned by the Seller or the Seller's Affiliates and either (A) necessary for the manufacture, testing, sale or servicing of any...

  • Page 232
    Exhibit 10.54 INTELLECTUAL PROPERTY AGREEMENT by and between SAMSUNG ELECTRONICS CO., LTD. and SEAGATE TECHNOLOGY INTERNATIONAL DATED APRIL 19, 2011

  • Page 233
    ...8 9 9 9 10 10 10 10 11 11 11 11 i ARTICLE II. LICENSES TO PURCHASER 2.1 2.2 2.3 2.4 2.5 Other IP License Sublicense to Third Party Intellectual Property License to Custom Components Sublicensing and Transfer Rights No Warranties ARTICLE III. LICENSES BACK TO SELLER 3.1 3.2 3.3 3.4 Other IP License...

  • Page 234
    ...the " Agreement Date "), by and between Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (" Seller "), and Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands (" Purchaser ") which is...

  • Page 235
    ... statement filed with the Securities and Exchanges Commission, a reincorporation or redomicile of an entity, or a change in corporate form from a public to a private company (including through the acquisition of an entity by management or financial investors). (e) (f) (g) " Closing " has the meaning...

  • Page 236
    ... (s) thereto of even date herewith. (t) (u) (v) (w) (x) (y) (z) (aa) " Person " has the meaning set forth in the APA. " Product Software " has the meaning set forth in the APA. " Re-Purchased Patent " has the meaning set forth in Section 4.2(a). " Retained Technology " has the meaning set forth in...

  • Page 237
    ... to be exclusive and means "including, without limitation." ARTICLE II. LICENSES TO PURCHASER 2.1 Other IP License . Seller, for itself and on behalf of its Affiliates, hereby grants to Purchaser and its Affiliates, a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive...

  • Page 238
    ... or division (by means of a reorganization, asset sale, stock sale, merger or otherwise) of Purchaser to which such licenses relate. In addition to the foregoing, Purchaser's right to assign or transfer the licenses granted to Purchaser in this ARTICLE II shall be expressly limited to the extent set...

  • Page 239
    ... RE-ACQUISITION OF CERTAIN PATENTS 4.1 Right to Re-Purchase Patents . If, prior to the fourth (4 th ) anniversary of the Closing Date, any claim, demand, suit, action or proceeding for Patent infringement is brought against Seller or its Affiliates (" Patent Action "), and Seller reasonably believes...

  • Page 240
    ... by the other Party of the licenses granted to it hereunder or of any other provision hereof, shall be to bring a claim to recover damages and to seek appropriate equitable relief, other than termination of the licenses granted by it in this IP Agreement. 5.2 Copyright. Copyrights . All licenses...

  • Page 241
    ... each appellate court located in the State of Delaware), in connection with any legal proceeding relating to any disputes, controversies or claims arising out of or in connection with this IP Agreement or the transactions contemplated hereby; (ii) agrees that service of any process, summons, notice...

  • Page 242
    ... Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or...

  • Page 243
    if to Purchaser, to: Seagate Technology International Ugland House, South Church Street, P.O. Box 309 George Town, Grand Cayman Cayman Islands, British West Indies Facsimile: +1-831-439-2547/+1-831-439-2545 Attention: Kenneth Massaroni Patrick O'Malley III with a copy to: Wilson Sonsini Goodrich &...

  • Page 244
    ...application...any laws or rules relating to the ...sign the same counterparts. The exchange of copies of this IP Agreement and of signature pages by facsimile transmission (whether directly from (b) one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web...

  • Page 245
    IN WITNESS WHEREOF, the Parties have executed this IP Agreement in duplicate on the signature page hereof. Seller: SAMSUNG ELECTRONICS CO., LTD. By: Name: Title: Date: /s/ Oh-Hyun Kwon Oh-Hyun Kwon President April 19, 2011 [Signature Page to Intellectual Property Agreement]

  • Page 246
    IN WITNESS WHEREOF, the Parties have executed this IP Agreement in duplicate on the signature page hereof. Purchaser: SEAGATE TECHNOLOGY INTERNATIONAL By: /s/ Stephen J. Luczo Name: Stephen J. Luczo Title: Date: President April 19 2011 [Signature Page to Intellectual Property Agreement]

  • Page 247
    SCHEDULE 1 TRANSFERRED TECHNOLOGY RESTRICTIONS AND LIMITATIONS (IF ANY) 1) [ ] [ ] Schedule 1-1

  • Page 248
    SCHEDULE 2 Form of Patent Assignment Schedule 2-1

  • Page 249
    SCHEDULE 3 Sublicensed Third Party Other IP Schedule 3-1

  • Page 250
    Exhibit 10.55 SHAREHOLDER AGREEMENT by and between SEAGATE TECHNOLOGY PLC and SAMSUNG ELECTRONICS CO., LTD. Dated as of April 19, 2011

  • Page 251
    ...DEFINITIONS; RULES OF CONSTRUCTION Section 1.1. Section 1.2. Certain Definitions. Rules of ...Company. No Inconsistent Agreements; No Free Writing Prospectuses. Termination of Registration Rights. Reports under the Exchange Act. ARTICLE V BOARD DESIGNATION RIGHTS Section 5.1. Board Designation...

  • Page 252
    ... and among the Company, Shareholder and Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Company (" Purchaser "). This Agreement shall take effect as of the date of the Closing (as defined...

  • Page 253
    ..., unless specifically invited to do so in writing in advance by the Board: (i) acquire or agree to acquire, or offer, propose or seek to acquire, directly or indirectly, by purchase or otherwise, ownership (including beneficial ownership) of any securities, assets or businesses of Company or any...

  • Page 254
    ... (other than any Affiliate of Shareholder), in any "solicitation" of "proxies" (as such terms are used in the rules of the SEC) or consents to vote Voting Securities (other than in accordance with and consistent with the recommendation of the Board of Directors of Company), (B) seek to advise or...

  • Page 255
    ..., shall use its commercially reasonable efforts to be present, in person or by proxy, at all meetings of the shareholders of Company so that all Voting Securities beneficially owned by Shareholder (or such Affiliate of Shareholder) from time to time may be counted for the purposes of determining the...

  • Page 256
    ... Release Date, Shareholder may Transfer any of the Acquisition Shares, pursuant to an effective registration statement or in a transaction exempt from the registration requirements under the Securities Act (including pursuant to and in compliance with Rule 144) and in compliance with all applicable...

  • Page 257
    ..., AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT AND MAY NOT BE SOLD...

  • Page 258
    ... Company fails to send an Exercise Notice prior to the expiration of the Exercise Period, Shareholder (or the applicable Affiliate) shall be permitted to Transfer to the Proposed Transferee the Offered Shares at the Offered Price at any time from and including the date falling thirty (30) days after...

  • Page 259
    ... Registration Procedures. Subject to the provisions of this Article IV , to the extent not prohibited by any applicable law or applicable (a) interpretation of the Staff of the SEC, on or prior to the Release Date, Company shall effect the registration under the Securities Act of all of Shareholder...

  • Page 260
    ..., however , that if the Release Date occurs when (i) the registration, offering or sale of the Registrable Securities would, in Company's judgment, impede, delay or otherwise interfere with any pending or contemplated material acquisition, disposition, corporate reorganization or similar material...

  • Page 261
    ... such registration statement and by any attorney, accountant or other agent retained by Shareholder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Company, and cause all of Company's officers, directors and employees to supply all...

  • Page 262
    ... of Company incident to the preparation, printing and filing of the registration statement and all amendments and supplements thereto and the cost of furnishing copies of each preliminary prospectus, each final prospectus and each amendment or supplement thereto to purchasers of the securities so...

  • Page 263
    ... and its respective directors and officers, members or general and limited partners (and the directors, officers, employees, affiliates and each Person who Controls such Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (hereinafter referred to as...

  • Page 264
    ...furnished to Company by or on behalf of Shareholder and stated to be specifically for use therein; provided that in the absence of fraud by Shareholder, the liability of Shareholder hereunder shall be limited to the net proceeds received by Shareholder from the sale of Registrable Securities covered...

  • Page 265
    ...guilty of such fraudulent misrepresentation. The liability of Shareholder shall, in the absence of fraud by Shareholder, be limited to the net proceeds received by Shareholder from the sale of Registrable Securities covered by such registration statement. Non-Exclusive Remedy. The obligations of the...

  • Page 266
    ... holding Registrable Securities in this Article IV . Shareholder agrees that, unless it obtains the prior consent of Company it will not make any offer relating to the Registrable Securities that would constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the SEC...

  • Page 267
    ... of Company, take all action necessary to cause the individuals so designated by Shareholder (or its Affiliate, as applicable) to be elected or appointed to the Board, including (at the election of Company) either by increasing the size of the Board or by seeking and accepting or otherwise securing...

  • Page 268
    ... request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the individual for whom it is intended. Notices to Parties pursuant to this Agreement shall be given: If to Company: Seagate Technology Public Limited Company Arthur Cox...

  • Page 269
    Attention: Kenneth Massaroni with a copy (which shall not constitute notice) to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Facsimile: +1-415-493-6811 Attention: Larry W. Sonsini Mark Baudler 18

  • Page 270
    If to Shareholder: Samsung Electronics Co., Ltd. 38th Floor, Samsung Electronics Bldg. 1320-10, Seocho 2 Dong, Seocho-Gu Seoul, Korea 137-857 Facsimile: +82-2-2255-8399 Attention: International Legal Department, Office of the General Counsel with a copy (which shall not constitute notice) to: Paul, ...

  • Page 271
    IN WITNESS WHEREOF, the Parties have caused this Shareholder Agreement to be executed by their respective authorized officers as of the date aforesaid. SEAGATE TECHNOLOGY PLC By: /s/ Stephen J. Luczo Name: Stephen J. Luczo Title: Chairman, President and Chief Executive Officer [Signature Page to ...

  • Page 272
    IN WITNESS WHEREOF, the Parties have caused this Shareholder Agreement to be executed by their respective authorized officers as of the date aforesaid. SAMSUNG ELECTRONICS CO., LTD. By: /s/ Oh-Hyun Kwon Name: Oh-Hyun Kwon Title: President [Signature Page to Shareholder Agreement]

  • Page 273
    ...of such securities. " Board " means the Board of Directors of Company. " Business Day " means each day that is not a Saturday, Sunday or other day on which banking institutions located in the U.S., Ireland or Korea are authorized or obligated by applicable law or executive order to close. " Business...

  • Page 274
    ...-governmental authority. " Group " means any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Equity Securities which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule...

  • Page 275
    ..., officers, employees, attorneys, investment banking and financial advisors, independent accountants and any other agents and representatives of the Person. " Rule 144 " means Rule 144 promulgated pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or...

  • Page 276
    ...Asset Purchase Agreement Company Indemnified Parties Controlling Person Exercise Notice Exercise Period Indemnified Party Material Pending Event Offered Price Offered Shares Parties Party Proposed Transferee Registration Expenses Release Date Registration Expenses Shareholder Shareholder Indemnified...

  • Page 277
    ... Northern Ireland Branch Seagate Technology (Malaysia) Holding Company Senai Seagate Industries (M) Sdn. Bhd. Seagate Technology UK Ltd. Cork Office Seagate Technology Media (Ireland) Limavady Northern Ireland Branch Seagate Technology (Thailand) Limited Ireland Cayman Ireland Cayman Ireland Cayman...

  • Page 278
    ...of Seagate Technology public limited company (plc), as amended, of our reports dated August 17, 2011, with respect to the consolidated financial statements of Seagate Technology plc, and the effectiveness of internal control over financial reporting of Seagate Technology plc, included in this Annual...

  • Page 279
    QuickLinks Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

  • Page 280
    ... 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 17, 2011 /s/ STEPHEN J. LUCZO Name: Title: Stephen J. Luczo Chief Executive Officer

  • Page 281
    QuickLinks Exhibit 31.1 CERTIFICATION

  • Page 282
    ... 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 17, 2011 /s/ PATRICK J. O'MALLEY Name: Title: Patrick J. O'Malley Chief Financial Officer

  • Page 283
    QuickLinks Exhibit 31.2 CERTIFICATION

  • Page 284
    ... part of the Annual Report of Seagate Technology plc (the "Company") on Form 10-K for the fiscal year ended July 1, 2011, 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 Officer of the Company...

  • Page 285
    QuickLinks Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002