Seagate 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 Seagate annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 189

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189

SEAGATE TECHNOLOGY PLC
FORM 10-K
(Annual Report)
Filed 08/09/12 for the Period Ending 06/29/12
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 2012, 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 08/09/12 for the Period Ending 06/29/12 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
    ... EXCHANGE ACT OF 1934 For the fiscal year ended June 29, 2012 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...

  • Page 3
    ...'s Annual General Meeting of Shareholders, to be held on October 24, 2012, will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC no later than 120 days after the registrant's fiscal year...

  • Page 4
    ... Disclosures 38 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data 39 6. 43 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative...

  • Page 5
    ... Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence 117 117 13. 117 14. Principal Accountant Fees and Services 117 PART IV 15. Exhibits and Financial Statement Schedules 118 SIGNATURES 119 EXHIBIT...

  • Page 6
    ...and financial news; the impact of variable demand and the adverse pricing environment for disk drives, particularly in view of current business and economic conditions; our dependence on our ability to successfully qualify, manufacture and sell our disk drive products in increasing volumes on a cost...

  • Page 7
    ...industry supply chain due to the severe flooding throughout parts of Thailand and the industry's ability to recover from such disruption (see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of severe flooding in Thailand... Annual Report ...

  • Page 8
    .... Disk drives continue to be the primary medium of mass data storage due to their performance attributes, high quality, cost effectiveness and energy efficiencies. We produce a broad range of electronic data storage products addressing enterprise applications, where our products are designed for...

  • Page 9
    ...number of participants within the HDD supply chain. During the supply chain disruption in fiscal year 2012, we believe demand exceeded supply due to the impact from the flooding in Thailand, resulting in an increase in the average selling price ("ASP"). The industry's ability to manufacture and ship...

  • Page 10
    ...boot disk drives. In addition, enterprises are gradually adopting SSDs in applications where rapid processing and/or energy efficiency is required. The timing of significant adoption of SSDs is dependent on enterprises weighing the cost effectiveness and other benefits of mission critical enterprise...

  • Page 11
    ... assemble a number of the most important components found in our disk drives, including read/write heads and 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...

  • Page 12
    ... disk drives we make for mobile products. Printed Circuit Board Assemblies. The printed circuit board assemblies (PCBAs) are comprised of standard and custom ASICs and ancillary electronic control chips. The ASICs control the movement of data to and from the read/write heads and through the internal...

  • Page 13
    ... media are mounted inside the head disk assembly. We purchase spindle motors from outside vendors and from time to time participate in the design of the motors that go into our products. We use a combination of internally manufactured and externally sourced head disk assemblies. Disk Drive Assembly...

  • Page 14
    ... footprint media PCs. We ship external backup storage solutions under our GoFlex®, Backup Plus and Expansion product lines, as well as under the Samsung brand name. These product lines utilize our 3.5-inch and 2.5-inch disk drives, which are available in capacities up to 3TB and 1TB, respectively...

  • 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
    ...other disk drive manufacturers. After the industry consolidation experienced during fiscal year 2012, in which we acquired certain assets that comprised the HDD business of Samsung Electronics Co. Ltd. and Western Digital Corporation acquired Viviti Technologies Ltd. (formerly Hitachi Global Storage...

  • Page 17
    ...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. The...

  • Page 18
    ... adverse effect on our business. Employees At June 29, 2012, we employed approximately 57,900 employees, temporary employees and contractors worldwide, of which approximately 50,600 employees were located in our Asian operations. We believe that our future success will depend in part on our ability...

  • Page 19
    ... parent of the Seagate corporate family. Prior to the reorganization our publicly traded parent was Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands. Available Information Availability of Reports. We are a reporting company under the...

  • Page 20
    ...and CFO of LSI Logic Corporation from 1992 to 1996 and was part of the founding management team of Conner Peripherals, Inc., which was acquired by the Company in 1996. D. Kurt Richarz, Executive Vice President, Sales and Marketing. Mr. Richarz, 51, joined Seagate in May 2006, when we acquired Maxtor...

  • Page 21
    Table of Contents President, Global OEM Account Sales and Senior Vice President of Worldwide Sales. From 1990 to 2001, he served in various sales positions at Quantum Corporation. Kenneth M. Massaroni, Executive Vice President, General Counsel and Chief Administrative Officer. Mr. Massaroni, 51, was...

  • Page 22
    ... competitors more time to enter the market. 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 of competing...

  • Page 23
    ... customers who 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...

  • Page 24
    ... and possible excess industry supply both with respect to particular disk drive products and with respect to competing alternative storage technology solutions such as SSDs in tablet, notebook and enterprise compute applications; our inability to reduce our fixed costs to match sales in any quarter...

  • Page 25
    ...of purchases from our distributor customers who from time to time constitute a large portion of our total sales; our product mix and the related margins of the various products; accelerated reduction in the price of our disk drives due to technological advances and/or an oversupply of disk drives in...

  • Page 26
    ... obtain manufacturing equipment can be significant. Particularly important components 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...

  • Page 27
    ... not pass these price increases to our customers, our operating margin would decline; we might have to reengineer some products, which would likely cause production and shipment delays, make the reengineered products more costly and provide us with a lower rate of return on these products; we would...

  • Page 28
    ... 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 29
    ...volatility is increased by the possibility of competing alternative storage technologies like flash memory meeting the customers' cost and capacity metrics, resulting in a rapid shift in demand from our products and disk drive technology, generally, to alternative storage technologies. Unpredictable...

  • Page 30
    ... the 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 27

  • Page 31
    ... are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations; we will continue to realize the cost savings, revenue growth and operating improvements that result from the execution of our long-term strategic plan; or future sources of funding...

  • Page 32
    ... 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 make...

  • Page 33
    ... 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 34
    ...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 35
    ... to incur significant costs and prevent us from selling our products, which could adversely affect our results of operations and financial condition. See Part II, "Item 8. Financial Statements and Supplementary Data-Note 14, Legal, Environmental and Other Contingencies" of this Annual Report on Form...

  • Page 36
    ...and customer support operations. We have manufacturing facilities in China, Malaysia, Northern Ireland, Singapore and Thailand, in addition to those in the United States. A substantial portion of our client compute disk drive assembly occurs in our facility in China. Our international operations are...

  • Page 37
    ... 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 likely to be volatile in the future. In the past, following periods...

  • Page 38
    ... adverse effect on our business, results of operations and financial condition. Seasonality-Because we experience seasonality in the sales of our products, our results of operations will generally be adversely impacted during the second half of our fiscal year. Sales of computer systems, storage...

  • Page 39
    ... actions limiting the movement of products between regions, delays in production ramps of new products, and disruptions in our operations and some of our key customers. Recently, the hard disk drive component supply chain has been significantly disrupted as a result of severe flooding in Thailand...

  • Page 40
    ... the costs of achieving these benefits may be higher than we currently expect, because of a number of risks, including but not limited to The possibility that the transaction may not further our business strategy as we expected; Our operating results or financial condition may be adversely impacted...

  • Page 41
    ...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 are located...

  • Page 42

  • Page 43
    ...symbol "STX." The high and low sales prices of our shares, as reported by the NASDAQ Global Select Market, are set forth below for the periods indicated. Price Range High Low Fiscal Quarter Quarter ended October 1, 2010 Quarter ended December 31, 2010 Quarter ended April 1, 2011 Quarter ended July...

  • Page 44
    ... total return of the Dow Jones US Computer Hardware Index and the Standard & Poor's 500 Stock Index over the same period. The graph assumes that on June 29, 2007, $100 was invested in our ordinary shares and $100 was invested in each of the other two indices, with dividends reinvested on the date of...

  • Page 45
    Table of Contents Dividends Our ability to pay dividends in the future will be subject to, among other things, general business conditions within the disk drive industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment...

  • Page 46
    ... or Programs Period (In millions, except average price paid per share) Total Number of Shares Purchased Average Price Paid per Share Through 3rd Quarter of Fiscal Year 2012 March 31, 2012 through April 27, 2012 (1) April 28, 2012 through May 25, 2012 May 26, 2012 through June 29, 2012 Through...

  • Page 47
    ... Statements that are not included in this Annual Report on Form 10-K. Fiscal Years Ended (Dollars in millions, except per share data) June 29, 2012 July 1, 2011 July 2, 2010 July 3, 2009 (1) June 27, 2008 Revenue Gross margin Income (loss) from operations Net income (loss) Total assets Total debt...

  • Page 48
    ... Financial Data (Unaudited) Quarterly Data The Company operated and reported financial results based on 13-week quarters in fiscal years 2012 and 2011, which ended on the Friday closest to September 30, December 30, March 30, and June 30. Fiscal Year 2012 Quarters Ended December 30, March 30, 2011...

  • Page 49
    ... and financial news; the impact of variable demand and the adverse 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 cost...

  • Page 50
    ...number of participants within the HDD supply chain. During the supply chain disruption in fiscal year 2012, we believe demand exceeded supply due to the impact from the flooding in Thailand, resulting in an increase in the average selling price ("ASP"). The industry's ability to manufacture and ship...

  • Page 51
    ... 657 million units during fiscal year 2011. As of June 29, 2012, we believe that the HDD industry's component supply chain has substantially recovered. Demand Trends for Disk Drives. We believe that continued growth in digital content requires increasingly higher storage capacity in order to store...

  • Page 52
    ... in China and Southeast Asia; and accelerate time to market for new products. The December 19, 2011 acquisition-date fair value of the consideration transferred to Samsung totaled $1.1 billion, which consisted of 45.2 million of our ordinary shares and $571 million in cash. The operations of Samsung...

  • Page 53
    ... units, from fiscal year 2011. The increase in the average selling price to $66 per unit during fiscal year 2012, as compared to $54 per unit in the prior year, was primarily due to the limited industry supply of hard drives resulting from the severe flooding in Thailand. Gross Margin Fiscal Years...

  • Page 54
    ...fiscal year 2011. Our fiscal year 2012 provision for income taxes included $35 million of income tax benefit from the reversal of a portion of the U.S. valuation allowance recorded in prior periods. Our fiscal year 2011 provision for income taxes included non-U.S. income taxes recorded for increases...

  • Page 55
    ...holidays or tax incentive programs and are considered indefinitely reinvested outside of Ireland, and (ii) a decrease in valuation allowance for certain U.S. deferred tax assets. The acquisition of Samsung's HDD business did not have a significant impact on our effective tax rate in fiscal year 2012...

  • Page 56
    ..., from fiscal year 2010. Units shipped increased 3% or 6 million units from fiscal year 2010. This decrease in revenue was due to the cumulative effect of the competitive pricing environment the industry experienced, partially offset by industry-wide supply constraints. Sales programs recorded as...

  • Page 57
    ..., Pennsylvania facility. Impairment of Other Long-Lived Assets, net of Recoveries. During fiscal year 2011, we did not record any impairment charge related to our long-lived assets, and in 2010 we recorded an impairment charge to adjust the carrying value of certain assets held for sale to their...

  • Page 58
    ...rate of 25% to income before income taxes primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax holidays or tax incentive programs and are considered indefinitely reinvested outside of Ireland, (ii) a decrease in valuation...

  • Page 59
    ... ordinary shares under employee stock plans. The following table summarizes results of statement of cash flows for the periods indicated: Fiscal Years Ended July 1, July 2, 2011 2010 (Dollars in millions) June 29, 2012 Net cash flow provided by (used in): Operating activities Investing activities...

  • Page 60
    ...been utilized for letters of credit. The line of credit is available for borrowings, subject to compliance with financial covenants and other customary conditions to borrowing. The credit agreement that governs our revolving credit facility contains certain covenants that we must satisfy in order to...

  • Page 61
    ... are determined by future operating performance, and therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control. On July 25, 2012, our Board of Directors approved a cash dividend of $0.32 per share, which will be...

  • Page 62
    ... that they would have a material impact on our reported results of operations for a given period. Establishment of Sales Program Accruals. We establish certain distributor and OEM sales programs aimed at increasing customer demand. For the distribution channel, these programs typically involve 58

  • Page 63
    ... is recognized. We generally warrant our products for a period of 1 to 5 years. Our warranty provision considers estimated product failure rates and trends (including the timing of product returns during the warranty periods), and estimated repair or replacement costs related to product quality...

  • Page 64
    ... changes in prior estimates. Any future changes in failure rates of certain products, as well as changes in repair costs or the cost of replacement parts, may result in increased or decreased warranty accruals. Accounting for Income Taxes. We account for income taxes pursuant to Accounting Standards...

  • Page 65
    ... foreign currency denominated expenditures. Our policy prohibits us from entering into derivative financial instruments for speculative or trading purposes. During fiscal years 2012 and 2011, we did not enter into any hedges of net investments in foreign operations. We also hedge a portion of...

  • Page 66
    The table below provides information as of June 29, 2012 about our foreign currency forward exchange contracts. The table is provided in U.S. dollar equivalent amounts and presents the notional 61

  • Page 67
    ... as part of our Seagate Deferred Compensation Plan (the "SDCP"). We currently manage our exposure to equity market risks associated with the SDCP liabilities by investing directly in mutual funds that mirror the employees' investment options. As of June 29, 2012 we continued to hold auction rate...

  • Page 68
    ... DATA SEAGATE TECHNOLOGY PLC CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data) June 29, 2012 July 1, 2011 ASSETS Current assets: Cash and cash equivalents Short-term investments Restricted cash and investments Accounts receivable, net Inventories Deferred income taxes...

  • Page 69
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Fiscal Years Ended July 1, July 2, 2011 2010 June 29, 2012 Revenue Cost of revenue Product development Marketing and administrative Amortization of intangibles Restructuring and ...

  • Page 70
    ... of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Fiscal Years Ended June 29, July 1, July 2, 2012 2011 2010 OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Share-based...

  • Page 71
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For Fiscal Years Ended June 29, 2012, July 1, 2011 and July 2, 2010 (In millions) Number of Ordinary Shares Par Value of Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) ...

  • Page 72
    ...costs Net income Comprehensive income Issuance of ordinary shares under employee stock plans Issuance of ordinary shares, in connection with the acquisition of Samsung HDD assets and liabilities Tax benefit from exercise of stock options Repurchases of ordinary shares Dividends to shareholders Share...

  • Page 73
    ... its products primarily to major original equipment manufacturers (OEMs), distributors and retailers. In 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...

  • Page 74
    ... is recognized. The Company generally warrants its products for a period of 1 to 5 years. The Company's warranty provision considers estimated product failure rates and trends (including the timing of product returns during the warranty periods), and estimated repair or replacement costs related to...

  • Page 75
    ... the time of shipment. The Company also estimates reductions to revenue for sales incentive programs, such as price protection, and volume incentives, and records such reductions when revenue is recorded. The Company establishes certain distributor and OEM sales programs aimed at increasing customer...

  • Page 76
    ... the Company's Consolidated Statements of Operations. Concentrations 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...

  • Page 77
    ... fair value hierarchy. The ASU is effective for the Company's first quarter of fiscal year 2013. Other than requiring additional disclosures, the adoption of this new guidance will not have a material impact on the Company's consolidated financial statements. 2. Balance Sheet Information Investments...

  • Page 78
    Table of Contents 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 June 29, 2012: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions)...

  • Page 79
    Table of Contents 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 1, 2011: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) ...

  • Page 80
    ... the acquisition of Samsung Electronics Co., Ltd's ("Samsung") hard disk drive ("HDD") business pursuant to an Asset Purchase Agreement ("APA") by which the Company acquired certain assets and liabilities of Samsung relating to the research and development, manufacture and sale of hard-disk drives...

  • Page 81
    ...APA in the fourth quarter of fiscal year 2011, and 45.2 million ordinary shares with a fair value of $569 million. The fair value of the ordinary shares issued was determined based on the closing market price of the Company's ordinary shares on the acquisition date, less a 16.5% discount for lack of...

  • Page 82
    ... of Samsung's HDD business included in the Company's Consolidated Statement of Operations from the acquisition date to the period ended June 29, 2012, were as follows: (Dollars in millions) Revenue Net income $ 970 $ 104 The unaudited pro forma financial results presented below for fiscal years...

  • Page 83
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor is it intended to be a projection of future results. Fiscal Years...

  • Page 84
    ... order to write down the carrying amount of these assets to estimated fair value less costs to sell. As of July 1, 2011, the Company had completed the sale of these assets and there were no impairment of other long-lived assets recorded in fiscal years 2012 and 2011. 5. Restructuring and Exit Costs...

  • Page 85
    ... third 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 remains in Singapore. This closure and relocation is part of the Company's ongoing focus on cost efficiencies in all...

  • Page 86
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the Company's restructuring activities for fiscal years 2012, 2011 and 2010: PostEmployment Benefits Operating Leases Other Exit Costs (Dollars in millions) Total All ...

  • Page 87
    ...'s Consolidated Statements of Operations for the fiscal year ended July 1, 2011. $600 million Aggregate Principal Amount of 6.8% Senior Notes due October 2016 (the "2016 Notes"). On September 20, 2006, the Company's subsidiary, Seagate Technology HDD Holdings, completed the sale of $600 million...

  • Page 88
    ... date on a semi-annual basis at a rate equal to the sum of the applicable Treasury rate plus 50 basis points. $750 million Aggregate Principal Amount of 7.75% Senior Notes due December 2018 (the "2018 Notes"). On December 14, 2010, the Company's subsidiary, Seagate HDD Cayman, completed the sale...

  • Page 89
    ... cash proceeds from permitted sales of the Company's stock at a redemption price of 107% of the principal amount plus accrued interest to the redemption date. At June 29, 2012, future principal payments on long-term debt were as follows (in millions): Fiscal Year 2013 2014 2015 2016 2017 Thereafter...

  • Page 90
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Income Taxes The provision for (benefit from) income taxes consisted of the following: Fiscal Years Ended June 29, July 1, July 2, 2012 2011 2010 (Dollars in millions) Current tax expense (benefit):...

  • Page 91
    ... financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company's deferred tax assets and liabilities were as follows: Fiscal Years Ended June 29, July 1, 2012 2011 (Dollars in millions) Deferred tax assets Accrued warranty Inventory valuation...

  • Page 92
    ... conditions are met. The net impact of these tax holidays and tax incentive programs was to increase the Company's net income by approximately $504 million in fiscal year 2012 ($1.14 per share, diluted), to increase the Company's net income by $117 million in fiscal year 2011 ($0.25 per share...

  • Page 93
    ...of U.S. federal income tax returns for years prior to fiscal year 2005. 8. 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 into foreign...

  • Page 94
    ...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 total return swap ("TRS") in order to manage the equity market risks associated with the SDCP liabilities. Effective January 3, 2011, the Company cancelled the TRS...

  • Page 95
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables show the Company's derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets as of June 29, 2012 and July 1, 2011: As of June 29, 2012 Asset...

  • Page 96
    ... 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 June 29, 2012: Location...

  • Page 97
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 9. 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 ...

  • Page 98
    ... Basis 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 June 29, 2012: Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Other Significant Markets...

  • Page 99
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Dollars in millions) Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Other Significant Markets for Identical Observable Unobservable Inputs Inputs Total Instruments...

  • Page 100
    ... valuation models which vary by asset class. The Company uses a pricing service to assist in determining the fair values of all of its cash equivalents and short-term investments. For the cash equivalents and short-term investments in the Company's portfolio, multiple pricing sources are generally...

  • Page 101
    ... over the investees, included in Other assets, net in the Consolidated Balance Sheets, are recorded at cost and are periodically analyzed to determine whether or not there are indicators of impairment. The carrying value of the Company's strategic investments at June 29, 2012 and July 1, 2011 95

  • Page 102
    ...5 During the fiscal years 2012, 2011 and 2010, the Company determined that certain of its equity investments accounted for under the cost method were other-than-temporarily impaired, and recognized a charge of $7 million, $5 million and $13 million, respectively, in order to write down the carrying...

  • Page 103
    ... for taxes). Of the $77 million dividend declared during fiscal year 2011, $74 million was paid in fiscal year 2011 and $3 million was paid in fiscal year 2012. Repurchases of Equity Securities On January 27, 2010, the Company's Board of Directors authorized an Anti-Dilution Share Repurchase Program...

  • Page 104
    ... limit. The following tables set forth information with respect to repurchases of the Company's ordinary shares made during fiscal year 2012, 2011 and 2010: Number of Shares Repurchased Dollar Value of Shares Repurchased (In millions) Cumulative repurchased as of July 3, 2009 Repurchased in fiscal...

  • Page 105
    ... awards during fiscal year 2012 and 2011 to its senior executive officers under the SCP. These awards are awards with a maximum seven-year vesting period, with 25% annual vesting starting on the first anniversary of the grant date. These units' vesting is contingent on the Company achieving an...

  • Page 106
    ... granted to date under the i365 Plan is not material for fiscal year 2012 or 2011. Determining Fair Value of Seagate Technology Stock Plans Valuation and amortization method -The Company estimates the fair value of stock options granted using the Black-Scholes-Merton valuation model and a single...

  • Page 107
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Fair Value -The fair value of the Company's nonvested awards and performance awards subject to an AEPS condition for fiscal years 2012, 2011, and 2010, is the price of the Company's shares on the grant date. The...

  • Page 108
    ... of the underlying awards and the quoted price of the Company's ordinary shares for the options that were in-the-money at June 29, 2012. During fiscal years 2012, 2011, and 2010, the aggregate intrinsic value of options exercised under the Company's stock option plans was $245 million, $76 million...

  • Page 109
    ...basis over a weighted-average period of approximately one month. During fiscal year 2012, the Company issued 3.0 million ordinary shares with a weightedaverage purchase price of $11.79 per share. Tax-Deferred Savings Plan The Company has a tax-deferred savings plan, the Seagate 401(k) Plan (the "40l...

  • Page 110
    .... 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 111
    ...summarizes the Company's operations by geographic area: Fiscal Years Ended July 1, July 2, 2011 2010 (In millions) June 29, 2012 Revenue from external customers (1) : Singapore United States The Netherlands Other Consolidated Long-lived assets: Singapore Thailand United States China Malaysia Other...

  • Page 112
    ...several patents 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...

  • Page 113
    ...Ltd. filed a lawsuit in the Tokyo District Court of Japan against Seagate Singapore International Headquarters Pte. Ltd., Nippon Seagate Inc. and Buffalo Inc. alleging wrongful termination of purchase agreements and other claims, and seeking approximately $38 million in damages. The Company believes...

  • Page 114
    ...have a material adverse effect on its financial position or results of operations. 15. Commitments Leases. The Company leases certain property, facilities and equipment under non-cancelable lease agreements. Land and facility leases expire at various dates through 2067 and contain various provisions...

  • Page 115
    ... requirements. As of June 29, 2012, total future lease income to be recognized for the Company's existing subleases is approximately $8 million. During the fiscal year 2011, the Company entered into a sale-leaseback transaction for its AMK facility in Singapore. The transaction was completed in the...

  • Page 116
    ... accompanying consolidated financial statements with respect to these indemnification obligations. Product Warranty 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...

  • Page 117
    ...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. Changes in the Company's product warranty liability during the fiscal years ended June 29, 2012, July 1, 2011 and...

  • Page 118
    ... storage products. The Company paid approximately $117 million in cash for the acquisition. The purchase agreement includes a contingent price supplement of 3% in the event that at least 95% of the shares and voting rights of LaCie S.A. are acquired by the Company within 6 months following closing...

  • Page 119
    ... June 29, 2012, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Seagate Technology plc's internal control over financial reporting as of...

  • Page 120
    ... ACCOUNTING FIRM The Board of Directors and Shareholders Seagate Technology public limited company We have audited Seagate Technology public limited company (plc)'s internal control over financial reporting as of June 29, 2012, based on criteria established in Internal Control-Integrated Framework...

  • Page 121
    Table of Contents SUPPLEMENTARY FINANCIAL DATA (UNAUDITED) For quarterly financial data see Part II, Item 6. Selected Financial Data 115

  • Page 122
    ... internal control over 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...

  • Page 123
    ... 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" and...

  • Page 124
    ... 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 125
    ...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) Date: August 8, 2012 POWER OF...

  • Page 126
    ... (Dr. Seh-Woong Jeong) Director August 8, 2012 /s/ LYDIA M. MARSHALL (Lydia M. Marshall) Director August 8, 2012 /s/ KRISTEN M. ONKEN (Kristen M. Onken) Director August 8, 2012 /s/ C.S. PARK (Dr. C.S. Park) Director August 8, 2012 /s/ GREGORIO REYES (Gregorio Reyes) Director August...

  • Page 127
    ... Media (Ireland), Seagate International (Johor) Sdn. Bhd., Penang Seagate Industries (M) Sdn. Bhd., Seagate Singapore International Headquarters Pte. Ltd., Seagate Technology (Thailand) Limited, Seagate Technology (US) Holdings, Inc., Maxtor Corporation, i365 Inc. and Seagate Technology LLC...

  • Page 128
    ... 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 the Indenture, dated as of September 20, 2006, among Seagate Technology HDD Holdings, Seagate Technology and...

  • Page 129
    Table of Contents Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 4.7 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 130
    ..., amending and supplementing the Indenture, dated as of May 13, 2010, among Seagate HDD Cayman, as issuer, Seagate Technology, as guarantor, and Wells Fargo Bank, National Association, as trustee 4.11 Indenture dated as of May 13, 2010, among Seagate HDD Cayman, as Issuer, Seagate Technology, as...

  • Page 131
    ... Rights Agreement dated as of May 18, 2011, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. Incorporated 4.20 Fourth Supplemental Indenture, dated as of February 7, 2012, among Seagate Technology International, as issuer, Seagate Business Centre (UK) Limited and Wells...

  • Page 132
    ... Executive Officer Severance and Change in Control Plan 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-Q 001-31560 10.1 10/27/2011 10...

  • Page 133
    ...Agreement (includes Compensation Recovery Policy) 10.10+ Seagate Technology plc Employee Stock Purchase Plan 10.11+ Summary description of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board of Directors 10.12+ Seagate Technology plc 2004 Share Compensation Plan Form...

  • Page 134
    ...Restricted Stock Bonus Agreement (includes Compensation Recovery Policy) 10.15+ Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy) 10.16+ Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance...

  • Page 135
    ...Sub-Plan 10.20 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 Grantors, and Wells Fargo Bank...

  • Page 136
    ...Singapore International Headquarters Pte. Ltd., as chargor and Wells Fargo Bank, National Association, as collateral agent 10.26 Supplement No.1, dated as of March 1, 2010, to the Second Lien U.S. Security Agreement, dated as of May 1, 2009, among Seagate Technology International, Seagate Technology...

  • Page 137
    ..., National Association, as mortgagee 10.32 Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010 10.33 Credit Agreement, dated as of January 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the lending institutions thereto, The Bank of Nova...

  • Page 138
    ... 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 10.35 U.S. Security Agreement, dated as of January 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman...

  • Page 139
    ... Public Limited Company, Seagate HDD Cayman, as Borrower, the Subsidiary parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.39 Asset Purchase Agreement by and among Samsung Electronics Co., Ltd., Seagate Technology International and Seagate Technology plc dated April 19, 2011...

  • Page 140
    ... Incentive Plan 10.44+ 2012 Equity Incentive Plan Restricted Share Unit Agreement (outside directors) 10.45 Supplement No. 1, dated February 7, 2012, to the U.S. Guarantee Agreement, dated as of January 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the...

  • Page 141
    ... No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.46 Supplement No. 1, dated February 7, 2012, to the Indemnity, Subrogation and Contribution Agreement, dated as of January 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the...

  • Page 142
    ... of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board of Directors with an effective date of October 24, 2012 10.53+ Seagate Technology Public Limited Company 2012 Equity Incentive Plan Executive Performance Unit Agreement. S-8 333177609 99.2 10/28/2011 X 128

  • Page 143
    ...by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.54+ Seagate Technology Public Limited Company 2012 Equity Incentive Plan Restricted Share Unit Agreement. 10.55+ Seagate Technology Public Limited Company 2012 Equity Incentive Plan Option Agreement. 21...

  • Page 144
    ...†Management contract or compensatory plan or arrangement. The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Seagate Technology...

  • Page 145

  • Page 146
    Exhibit 4.20 FOURTH SUPPLEMENTAL INDENTURE dated as of February 7, 2012 among SEAGATE TECHNOLOGY INTERNATIONAL, The Guarantor(s) Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 10.00% Senior Secured Second-Priority Notes due 2014

  • Page 147
    ... Indenture "), entered into as of February 7, 2012 , among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the " Issuer "), SEAGATE BUSINESS CENTRE (UK) LIMITED, a private limited company incorporated under the laws of England...

  • Page 148
    ...Indenture, and the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture will henceforth be read together. Section 6. The Trustee makes no representation as to the validity or sufficiency of this Fourth...

  • Page 149
    ... to be duly executed as of the date first above written. SEAGATE TECHNOLOGY INTERNATIONAL, as Issuer By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director, General Counsel and Secretary SEAGATE BUSINESS CENTRE (UK) LIMITED By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni...

  • Page 150
    Exhibit 4.21 FIFTH SUPPLEMENTAL INDENTURE dated as of March 19, 2012 among SEAGATE TECHNOLOGY INTERNATIONAL, The Guarantor Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 10.00% Senior Secured Second-Priority Notes due 2014

  • Page 151
    ... Indenture "), entered into as of March 19, 2012 , among SEAGATE TECHNOLOGY INTERNATIONAL, an exempted limited liability company organized under the laws of the Cayman Islands (the " Issuer "), SEAGATE KOREA LIMITED , a private limited company incorporated under the laws of the Republic of Korea...

  • Page 152
    ..., agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof. Section 3. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New...

  • Page 153
    ... Indenture to be duly executed as of the date first above written. SEAGATE TECHNOLOGY INTERNATIONAL, as Issuer By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director, General Counsel and Secretary SEAGATE KOREA LIMITED By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title...

  • Page 154
    ...as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " U.S. Guarantee Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws...

  • Page 155
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 156
    ... this Supplement to the U.S. Guarantee Agreement as of the day and year first above written. SEAGATE BUSINESS CENTRE (UK) LTD., By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director and Secretary Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014...

  • Page 157
    ... Agreement dated as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " Indemnity, Subrogation and Contribution Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited...

  • Page 158
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 159
    ... as of the day and year first above written. SEAGATE BUSINESS CENTRE (UK) LTD., by /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director and Secretary Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014 Attn: Treasury Department THE BANK OF NOVA SCOTIA...

  • Page 160
    ... is made to (a) the Indenture, dated as of May 1, 2009 (as amended, supplemented or otherwise modified from time to time, the " Indenture "), among Seagate Technology International, an exempted limited liability company organized under the laws of the Cayman Islands and a Subsidiary (as defined in...

  • Page 161
    to such Schedule II. Each of Seagate Technology (US) Holdings and EVault confirm that the Equity Interests identified in Schedule A to this Supplement are Pledged Interests and Collateral under the Second Lien U.S. Security Agreement. SECTION 2. Each of Seagate Technology (US) Holdings and EVault ...

  • Page 162
    ... have duly executed this Supplement to the Second Lien U.S. Pledge Agreement as of the day and year first above written. SEAGATE TECHNOLOGY(US) HOLDINGS, INC. By: /s/ PATRICK J. O'MALLEY, III Name: Patrick J. O'Malley, III Title: Executive Vice President and Chief Financial Officer EVAULT, INC. By...

  • Page 163
    Schedule A to Supplement No. 2 to the Second Lien U.S. Pledge Agreement CAPITAL STOCK OR OTHER EQUITY INTERESTS Number of Certificate C-2 C-4 Registered Owner Seagate Technology (US) Holdings, Inc. EVault, Inc. Number and Class of Shares or Other Equity Interests 5,000 1 Common Percentage of Shares ...

  • Page 164
    ...as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " U.S. Guarantee Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws...

  • Page 165
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 166
    ...to the U.S. Guarantee Agreement as of the day and year first above written. SEAGATE TECHNOLOGY MEDIA (IRELAND), By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Secretary Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014 Attn: Treasury Department THE BANK...

  • Page 167
    ... Agreement dated as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " Indemnity, Subrogation and Contribution Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited...

  • Page 168
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 169
    ... Agreement as of the day and year first above written. SEAGATE TECHNOLOGY MEDIA (IRELAND), By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Secretary Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014 Attn: Treasury Department THE BANK OF NOVA SCOTIA, as...

  • Page 170
    ...as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " U.S. Guarantee Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws...

  • Page 171
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 172
    ... and year first above written. SEAGATE KOREA LIMITED, By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014 Attn: Treasury Department Signature Page to Supplement No. 3 to the U.S. Guarantee Agreement

  • Page 173
    THE BANK OF NOVA SCOTIA, as Administrative Agent, By: /s/ EUGENE DEMPSEY Name: Eugene Dempsey Title: Director, Corporate Banking Signature Page to Supplement No. 3 to the U.S. Guarantee Agreement

  • Page 174
    ... Agreement dated as of January 18, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the " Indemnity, Subrogation and Contribution Agreement "), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (" STX "), SEAGATE HDD CAYMAN, an exempted limited...

  • Page 175
    ... not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of...

  • Page 176
    ... as of the day and year first above written. SEAGATE KOREA LIMITED, By: /s/ KENNETH M. MASSARONI Name: Kenneth M. Massaroni Title: Director Address: c/o Seagate Technology LLC 10200 S. DeAnza Boulevard Cupertino, CA95014 Attn: Treasury Department Signature Page to Supplement No. 3 to the Indemnity...

  • Page 177
    THE BANK OF NOVA SCOTIA, as Administrative Agent, By: /s/ EUGENE DEMPSEY Name: Eugene Dempsey Title: Director, Corporate Banking Signature Page to Supplement No. 3 to the Indemnity, Subrogation and Contribution Agreement

  • Page 178
    ...Change in Control" of Seagate. Unless otherwise determined by the Board, each year at the AGM, each non-management director who is elected to the Board shall automatically receive a grant of restricted share units equal in number to $250,000 divided by the average closing stock price for the quarter...

  • Page 179
    ... Rosters (Approved by the Board of Directors 07-25-12) Audit Committee Members : Kristen Onken, Chair Gregorio Reyes CS Park Bill Coleman Nominating and Corporate Governance Committee Members : Lydia Marshall, Chair CS Park Mike Cannon Compensation Committee Members : Edward Zander, Chair Frank...

  • Page 180
    ...Technology (Malaysia) Holding Company Senai Seagate Industries (M) Sdn. Bhd. Seagate Technology UK Ltd. Seagate Technology UK Ltd. (Dublin Branch) Seagate Technology (Thailand) Limited Ireland Cayman Ireland Cayman Ireland Cayman Delaware Delaware Canada Netherlands United Kingdom Germany California...

  • Page 181

  • Page 182
    ... of Seagate Technology public limited company (plc), as amended, of our reports dated August 8, 2012, 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 183

  • Page 184
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect 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...

  • Page 185

  • Page 186
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect 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...

  • Page 187

  • Page 188
    ...part of the Annual Report of Seagate Technology plc (the "Company") on Form 10-K for the fiscal year ended June 29, 2012, 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 189