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SEAGATE TECHNOLOGY PLC
FORM 10-K
(Annual Report)
Filed 08/08/13 for the Period Ending 06/28/13
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 2013, 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
    ...-K (Annual Report) Filed 08/08/13 for the Period Ending 06/28/13 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 © Copyright 2013, EDGAR Online, Inc...

  • Page 2
    ... period from to Commission File No. 001-31560 SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland (State or other jurisdiction of incorporation or organization) 38/39 Fitzwilliam Square Dublin 2, Ireland (Address of principal executive offices...

  • Page 3
    ... December 28, 2012, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $10.7 billion based upon the closing price reported for such date by the NASDAQ. The number of outstanding ordinary shares of the registrant as of August 1, 2013 was 356,816...

  • Page 4
    ... Safety Disclosures 37 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data 38 6. 41 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative...

  • Page 5
    ... Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence 115 115 13. 115 14. Principal Accountant Fees and Services 115 PART IV 15. Exhibits and Financial Statement Schedules...

  • Page 6
    ... qualify, manufacture and sell our disk drive products in increasing volumes on a costeffective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; a possible excess industry supply with respect...

  • Page 7
    ...form factor solutions. These solutions are comprised principally of high performance enterprise class disk drives with sophisticated firmware and communications technologies. Nearline applications are defined as those which require high capacity and energy efficient solutions featuring low costs per...

  • Page 8
    ...data storage devices or solutions include companies that supply spindle motors, heads and media, application specific integrated circuits (ASICs) and glass substrates. Hardware storage solutions manufacturers. Companies that transform components into storage products include disk drive manufacturers...

  • Page 9
    ... pronounced. Conversely, during periods where demand exceeds supply, price erosion is generally muted. Our Business Disk Drive Technology The design and manufacturing of disk drives depends on highly advanced technology and manufacturing techniques and therefore requires high levels of research and...

  • Page 10
    ...disk drive capacities and reducing the number of disks and heads per drive to further reduce product costs. Manufacturing Vertically integrated hard drive manufacturers design and produce their own read/write heads and recording media, which are critical technologies for disk drives. This integrated...

  • Page 11
    ... 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 12
    ... enterprise storage, the Enterprise Value hard disk drive offers low-cost bulk storage designed for vast amounts of unstructured data in the cloud. It features low power for energy efficient operations and ensures reliable operations in 24x7 multi-drive replicated environments. Seagate Terascale HDD...

  • Page 13
    ... provide for pricing, volume discounts, order lead times, product support obligations and other terms and conditions including sales programs offered to promote selected products. Deliveries are scheduled only after receipt of purchase orders. In addition, with limited lead-time, customers may defer...

  • Page 14
    ... in enterprise applications for rapid processing and high volume transactions. Additionally, we may in the future face indirect competition from customers who from time to time evaluate whether to offer electronic data storage products that may compete with our products. Price Erosion. Historically...

  • Page 15
    ... price, level of service and support that our customers expect. Generally those disk drive manufactures that are able to introduce new products first benefit from improved product mix, favorable profit margins and less pricing pressure until comparable products are introduced. Changing technology...

  • Page 16
    ... other major electronic data storage companies and component manufacturers with respect to patent licenses. Backlog In view of industry practice, whereby customers may cancel or defer orders with little or no penalty, we believe backlog in the disk drive industry is of limited indicative value in...

  • Page 17
    ...,000 employees were located in our Asian operations. We believe that our future success will depend in part on our ability to attract and retain qualified employees at all levels. We believe that our employee relations are good. Financial Information Financial information for our reportable business...

  • Page 18
    ..., General Counsel and Chief Administrative Officer 46 Executive Vice President, Operations 57 Executive Vice President, Chief Sales and Marketing Officer 52 53 55 41 Executive Vice President, Sales Senior Vice President, Chief Technology Officer General Manager, Samsung HDD Brand of Products Vice...

  • Page 19
    ...Read Rite Corporation from 1998 to 2003. Mr. Re currently serves on the Scientific Advisory Board for the Data Storage Institute, as well as on the Pittsburgh Technology Council and the Advanced Storage Technology Consortium. Douglas DeHaan, General Manager, Samsung HDD Brand of Products. Mr. DeHaan...

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

  • Page 21
    ... pricing actions targeted to shift customer demand. Sales to distributors that serve producers of non-branded products in the personal storage sector may also contribute to increased price erosion. These customers generally have limited product qualification programs, which increases the number...

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

  • Page 23
    ...means that we make more capital investments than we would if we were not vertically integrated; dependence on our ability to successfully qualify, manufacture and sell in increasing volumes on a cost-effective basis and with acceptable quality our disk drive products, particularly the new disk drive...

  • Page 24
    ... 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 25
    ... effects. The cost, quality and supply of components, certain equipment and raw materials used to manufacture disk drives and key components like recording media and heads are critical to our success. The equipment we use to manufacture our products and components is frequently custom made and comes...

  • Page 26
    ... with new product offerings and achieving sufficient production volume with our new products. To achieve consistent success with our OEM customers, it is important that we be an early provider of new types of disk drives featuring leading, high-quality technology and lower per gigabyte storage cost...

  • Page 27
    ... process at the customer's cost. Accordingly, it may be difficult or costly for us to attract new major customers. Additionally, mergers, acquisitions, consolidations or other significant transactions involving our customers generally entail risks to our business. If a significant transaction...

  • Page 28
    ... major retailers and distributors. Failure to anticipate consumer demand for our branded solutions as well as an inability to maintain effective working relationships with retail and online distributors may adversely impact our future results of operations. Importance of Controlling Operating Costs...

  • Page 29
    ... 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 30
    ... on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements; and covenants in our debt instruments limit our ability to pay future dividends or make other restricted...

  • Page 31
    ... 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 the execution of our strategy. Growth by strategic alliance, acquisition, joint venture or investment...

  • Page 32
    ... 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 33
    ...system software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or address the foregoing security problems...

  • Page 34
    ... customers' credit and access to capital and health-related risks. We have significant operations in foreign countries, including manufacturing facilities, sales personnel and customer support operations. We have manufacturing facilities in China, Malaysia, Northern Ireland, Singapore and Thailand...

  • Page 35
    ... international customers could have reduced access to working capital due to higher interest rates, reduced bank lending resulting from contractions in the money supply or the deterioration in the customer's or its bank's financial condition, or the inability to access other financing. Global Health...

  • Page 36
    ... 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 37
    ... on the financial condition or results of operations. New conflict minerals regulations may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products. In August 2012, the SEC adopted new rules establishing additional...

  • Page 38
    ... by rating agencies; and the sale of our ordinary shares held by certain equity investors or members of management. Political events, war, terrorism, natural disasters, public health issues and other circumstances could materially adversely affect our results of operations and financial condition...

  • Page 39
    ...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 40
    ...Asia China Suzhou Wuxi Malaysia Johor Penang Singapore Woodlands Ang Mo Kio Science Park Thailand Korat Teparuk Korea Suwon Owned/Leased Owned Owned/Leased Owned/Leased Product development and marketing and 895,000 administrative 528,000 Product development Manufacture of recording heads and product...

  • Page 41
    ... of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our shares trade on the NASDAQ Global Select Market under the symbol "STX." The high and low sales prices of our shares, as reported by the...

  • Page 42
    ... not be considered an indication of future performance. COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN * Among Seagate Technology, The S&P 500 Index And The Down Jones US Computer Hardware Index 6/27/2008 7/3/2009 7/2/2010 7/1/2011 6/29/2012 6/28/2013 Seagate Technology S&P 500 Dow Jones US...

  • Page 43
    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 44
    On July 24, 2013, the Board of Directors authorized the Company to repurchase an additional $2.5 billion of its outstanding ordinary shares. 40

  • Page 45
    ... per share data) June 28, 2013 June 29, 2012 July 1, 2011 July 2, 2010 July 3, 2009 (1) Revenue Gross margin Income (loss) from operations Net income (loss) Total assets Total debt Equity Net income (loss) per share attributable to Seagate Technology plc ordinary shareholders: Basic Diluted Number...

  • Page 46
    ... 28, September 28, 2013 2012 2012 (In millions, except per share data) June 28, 2013 Revenue Gross margin Income from operations Net income attributable to Seagate Technology plc Net income per share attributable to Seagate Technology plc ordinary shareholders: Basic Diluted $ 3,425 $ 939...

  • Page 47
    ... 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; possible excess industry supply with respect...

  • Page 48
    ... data storage due to their performance attributes, high quality and cost effectiveness. We produce a broad range of electronic data storage products including HDDs, solid state hybrid drives (SSHD) and solid state drives (SSD), which address enterprise applications, where our products are designed...

  • Page 49
    ... the demand for high capacity disk drives in nearline applications. Price Erosion. Historically, our industry has been characterized by price declines for disk drive products with comparable capacity, performance and feature sets ("like-for-like products"). Disk drive manufacturers typically attempt...

  • Page 50
    ... June 28, June 29, July 1, 2013 2012 2011 Revenue Cost of revenue Gross margin Product development Marketing and administrative Amortization of intangibles Restructuring and other, net Income from operations Other expense, net Income before income taxes Provision for (benefit from) income taxes Net...

  • Page 51
    ... ASPs during fiscal year 2012 were increased due to the limited industry supply of hard drives as a result of the severe flooding in Thailand. Operating Expenses Fiscal Years Ended June 29, 2012 Change (Dollars in millions) June 28, 2013 % Change Product development Marketing and administrative...

  • Page 52
    ... of Ireland and (ii) a decrease in valuation allowance for certain U.S. deferred tax assets. The acquisition of a majority interest in the outstanding shares of LaCie did not have a material impact on our effective tax rate in fiscal year 2013. Our income tax provision recorded for fiscal year 2012...

  • Page 53
    ...structure and subject to (i) potential future increases in our valuation allowance for deferred tax assets; and (ii) a future change in our intention to indefinitely reinvest earnings from our subsidiaries outside of Ireland, we anticipate that our effective tax rate in future periods will generally...

  • Page 54
    ... 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 55
    ...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. Our income tax provision recorded for the comparative fiscal year ended July 1, 2011...

  • Page 56
    ... from the statement of cash flows for the periods indicated: Fiscal Years Ended June 29, July 1, 2012 2011 (Dollars in millions) June 28, 2013 Net cash flow provided by (used in): Operating activities Investing activities Financing activities Effect of foreign currency exchange rates Net increase...

  • Page 57
    ... issuance of ordinary shares under employee stock plans. Net cash used in financing activities of $3.1 billion for fiscal year 2012 was attributable to $2.4 billion paid to repurchase 101 million of our ordinary shares, $0.7 billion in long term debt repayments and $0.4 billion in dividends paid to...

  • Page 58
    ... conditions and financial, business and other factors, some of which are beyond our control. On July 24, 2013, our Board of Directors approved a cash dividend of $0.38 per share, which will be payable on August 21, 2013 to shareholders of record as of the close of business on August 7, 2013. As of...

  • Page 59
    ...require substantial amounts of cash to fund scheduled payments of principal and interest on our indebtedness, future capital expenditures and any increased working capital requirements. We will continue to evaluate and manage the retirement and replacement of existing debt and associated obligations...

  • Page 60
    ... OEM sales programs aimed at increasing customer demand. For OEM sales, rebates are typically based on an OEM customer's volume of purchases or other agreed upon rebate programs. For the distribution channel, these programs typically involve rebates related to a distributor's level of sales, order...

  • Page 61
    ... timing of product returns during the warranty periods), and estimated repair or replacement costs related to product quality issues, if any. We also exercise judgment in estimating our ability to sell certain repaired disk drives. Should actual experience in any future period differ significantly...

  • Page 62
    .... The Company determined no material available-for-sale securities were other-than-temporarily impaired as of June 28, 2013. We currently do not use derivative financial instruments in our investment portfolio. We have fixed rate debt obligations. We enter into debt obligations for general corporate...

  • Page 63
    .... Our policy prohibits us from entering into derivative financial instruments for speculative or trading purposes. During fiscal years 2013 and 2012, we did not enter into any hedges of net investments in foreign operations. We also hedge a portion of our foreign currency denominated balance sheet...

  • Page 64
    ... risks due to changes in the fair value of the notional investments selected by our employees as part of our Seagate Deferred Compensation Plan (the "SDCP") and on certain strategic investments in equity of publicly traded companies. We currently manage our exposure to equity market risks associated...

  • Page 65
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA SEAGATE TECHNOLOGY PLC CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data) June 28, 2013 June 29, 2012 ASSETS Current assets: Cash and cash equivalents Short-term investments Restricted cash and ...

  • Page 66

  • Page 67
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Fiscal Years Ended June 29, July 1, 2012 2011 June 28, 2013 Revenue Cost of revenue Product development Marketing and administrative Amortization of intangibles Restructuring and ...

  • Page 68
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Fiscal Years Ended June 28, June 29, July 1, 2013 2012 2011 Net Income $ 1,838 $ 2,862 $ Other comprehensive income (loss), net of tax: Cash flow hedges Change in net unrealized gain (loss) on ...

  • Page 69
    ... 29, July 1, 2013 2012 2011 OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Share-based compensation Loss on redemption and repurchase of debt Gain on sale of investments Gain on sale of property and equipment...

  • Page 70

  • Page 71
    ... (3) Issuance of ordinary shares under employee stock plans 344 Repurchases of ordinary shares (2,426) Dividends to shareholders (369) Share-based compensation 51 Issuance of ordinary shares, in connection with the acquisition of Samsung HDD assets and liabilities 569 Tax benefit from exercise of...

  • Page 72
    ... of ordinary shares under employee stock plans 259 Repurchases of ordinary shares (1,654) Dividends to shareholders (518) Share-based compensation 76 Acquisition of majority shares of LaCie S.A. 72 Purchase of additional subsidiary shares from noncontrolling interest (61) Tax benefit from exercise...

  • Page 73
    ... systems. The Company sells 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...

  • Page 74
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) included in interest income. Realized gains and losses are included in Other, net. The cost of securities sold is based on the specific identification method. Restricted Cash and Investments. Restricted cash...

  • Page 75
    ... an OEM customer's volume of purchases from Seagate or other agreed upon rebate programs. For the distribution channel, these programs typically involve rebates related to a distributor's level of sales, order size, advertising or point of sale activity and price protection adjustments. The Company...

  • Page 76
    ... 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 77
    ..., components and equipment used by the Company in the manufacture of its products are available from a sole supplier or a limited number of suppliers. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the...

  • Page 78
    ... table summarizes, by major type, the fair value and amortized cost of the Company's investments as of June 28, 2013: Amortized Cost Unrealized Gain/(Loss) Fair Value (Dollars in millions) Available-for-sale securities: Money market funds Commercial paper Corporate bonds U.S. treasuries and agency...

  • Page 79
    ...value and amortized cost of the Company's investments as of June 29, 2012: 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...

  • Page 80
    ... for doubtful accounts is as follows: Balance at Beginning of Period Charges to Operations Assumed from LaCie S.A. Balance at End of Period (Dollars in millions) Deductions (1) Fiscal year ended July 1, 2011 Fiscal year ended June 29, 2012 Fiscal year ended June 28, 2013 $ $ $ 10 $ 10 $ 10...

  • Page 81
    ... part of the cost of the qualified assets and amortized over the estimated useful lives of the assets. During fiscal years 2013, 2012, and 2011, the Company capitalized interest of $10 million, $4 million and $5 million, respectively. 3. Acquisitions LaCie S.A. On August 3, 2012 the Company acquired...

  • Page 82
    ... benefits the Company expects to derive from LaCie's brand recognition and the acquired workforce, and is not deductible for income tax purposes. The acquisition date fair value of the noncontrolling interest is based on the market price of their publicly traded shares as of the first trading date...

  • Page 83
    ... from the Statement of Cash Flows. Samsung Hard Disk Drive Operations On December 19, 2011, the Company completed the acquisition of Samsung Electronics Co., Ltd's ("Samsung") hard disk drive business pursuant to an Asset Purchase Agreement ("APA") by which the Company acquired certain assets...

  • Page 84
    ... of the acquired assets 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...

  • Page 85
    ... 1, 2011 Goodwill acquired Balance as of June 29, 2012 Goodwill acquired Balance as of June 28, 2013 Other Intangible Assets $ 31 432 463 13 $ 476 Other intangible assets consist primarily of existing technology, customer relationships and in-process research and development acquired in business...

  • Page 86
    ... of its business, the Company recorded a total of $4 million related to employee termination costs. The 2010 Plan was completed during the fiscal year ended July 1, 2011. AMK Plan. In August 2009, the Company announced that it will close its AMK manufacturing operations in Singapore. Operations at...

  • Page 87
    ..., Pennsylvania facility and other smaller restructuring plans are expected to continue through the end of fiscal year 2017. The following table summarizes the Company's restructuring activities for fiscal years 2013, 2012 and 2011: PostEmployment Benefits Operating Leases Other Exit Costs (Dollars...

  • Page 88
    ...including the financial ratio that it is required to maintain. Long-Term Debt $430 million Aggregate Principal Amount of 10.00% Senior Secured Second-Priority Notes due May 2014 (the "2014 Notes"). On May 1, 2009, the Company's subsidiary, Seagate Technology International, completed the sale of $430...

  • Page 89
    ... for the fiscal year 2013, which is included in Other, net in the Company's Consolidated Statements of Operations. $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 $600...

  • Page 90
    ...-annual basis at a rate equal to the sum of the applicable Treasury rate plus 50 basis points. Accrued and unpaid interest, if any, will be paid to, but excluding, the redemption date. Other As part of our acquisition of LaCie S.A. during fiscal year 2013, long-term debt of $6 million was acquired...

  • Page 91
    ... assets. None of the other ATRA 2012 changes are expected to have a material impact on the Company's income tax provision. The Company recorded $1 million, $6 million and $2 million of excess tax benefits associated with stock option deductions in fiscal years 2013, 2012 and 2011, respectively. 84

  • Page 92
    ... years 2013, 2012 and 2011, respectively. At June 28, 2013, the Company recorded $554 million of net deferred tax assets. The realization of these deferred tax assets is primarily dependent on the Company's ability to generate sufficient U.S. and certain non-U.S. taxable income in future periods...

  • Page 93
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) various dates beginning in fiscal year 2014, if not utilized. At June 28, 2013, the Company had U.S. federal and state tax credit carryforwards of $341 million and $74 million, respectively, which will expire...

  • Page 94
    .... 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 currency forward exchange contracts in order to manage the foreign...

  • Page 95
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company dedesignates its cash flow hedges when the forecasted hedged transactions are realized or it is probable the forecasted hedged transactions will not occur in the initially identified time period. At...

  • Page 96
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Dollars in millions) As of June 29, 2012 Asset Derivatives Liability Derivatives Balance Balance Sheet Fair Sheet Fair Location Value Location Value Derivatives designated as hedging instruments: Foreign...

  • Page 97
    Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivative Amount of...or (loss) recognized in income represents $0 related to the ineffective portion of the hedging relationships and $0 million related to the amount excluded from the assessment of...

  • Page 98
    ... 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 participants at the measurement date...

  • Page 99
    ... interest components, as of June 28, 2013: Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Unobservable Observable Instruments Inputs Inputs Total (Level 1) (Level 2) (Level 3) Balance (Dollars in millions) Assets: Money...

  • Page 100
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Dollars in millions) Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Unobservable Observable Instruments Inputs Inputs Total (Level 1) (Level...

  • Page 101
    .... Level 2 assets include: agency bonds, corporate bonds, commercial paper, municipal bonds, and U.S. Treasuries. These debt investments are priced using observable inputs and valuation models which vary by asset class. The Company uses a pricing service to assist in determining the fair values of...

  • Page 102
    ..., in order to write down the carrying amount of the investment to its estimated fair value. These amounts were recorded in Other, net in the Consolidated Statements of Operations. Since there was no active market for the equity securities of the investee, the Company estimated fair value of the...

  • Page 103
    ... by employee stock plans and convertible debt, used in the determination of diluted net income per share. There was no minimum or maximum number of shares to be repurchased. On April 26, 2012, the Board of Directors authorized the Company to terminate the January 2010 Anti-Dilution Share Repurchase...

  • Page 104
    ... under the January 2010 Anti-Dilution Share Repurchase Program. 11. Compensation Stock-Based Compensation Plans The Company's stock-based compensation plans have been established to promote the Company's long-term growth and financial success by providing incentives to its employees, directors, and...

  • Page 105
    ... granted to date under the i365 Plan is not material for fiscal year 2013 or 2012. Equity Awards Full-Value Share Awards (e.g. restricted share units) generally vest over a period of three to four years, with cliff vesting of a portion of each award occurring annually. Options generally vest as...

  • Page 106
    ...of dividends and share price appreciation, over a three-year performance period, which TSR must be sustained for a minimum of 30 consecutive trading days. Determining Fair Value of Seagate Technology Stock Plans Valuation and amortization method -The Company estimates the fair value of stock options...

  • Page 107
    ... of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The fair value of the Company's shares related to options granted to employees, shares issued from the ESPP and performance awards subject to TSR/ROIC conditions for fiscal years 2013, 2012, and 2011 were...

  • Page 108
    ... the underlying awards and the quoted price of the Company's ordinary shares for the options that were in-the-money at June 28, 2013. During fiscal years 2013, 2012, and 2011, the aggregate intrinsic value of options exercised under the Company's stock option plans was $272 million, $245 million and...

  • Page 109
    ... million. This cost will be amortized on a straight-line basis over a weighted-average period of approximately one month. During fiscal year 2013, the Company issued 2.0 million ordinary shares with a weightedaverage purchase price of $23.63 per share. Tax-Deferred Savings Plan The Company has a tax...

  • Page 110
    ... 1, 2013 2012 2011 (In millions) Employee equity award plans 13. Business Segment and Geographic Information - 7 15 The Company has concluded that its manufacture and distribution of disk drives constitutes one reporting segment. The Company's manufacturing operations are based on technology...

  • Page 111
    ... the Company's operations by geographic area: Fiscal Years Ended June 29, July 1, 2012 2011 (In millions) June 28, 2013 Revenue from external customers (1) : Singapore United States The Netherlands Other Consolidated Long-lived assets: Singapore Thailand United States China Malaysia Other...

  • Page 112
    ... November 10, 2010, Rembrandt Data Storage, LP filed suit against Seagate Technology LLC in the U.S. District Court for the Western District of Wisconsin alleging infringement of U.S. Patent No. 5,995,342 C1, "Thin Film Heads Having Solenoid Coils," and U.S. Patent No. 6,195,232, "Low-Noise Toroidal...

  • Page 113
    ... Corporation and Seagate Technology as respondents and alleges infringement of U.S. patents relating to integrated circuit chips that include bond pad structures. Realtek seeks an order to exclude entry of infringing integrated circuit chips and products containing the infringing integrated circuit...

  • Page 114
    ...site and the number of financially viable parties. The Company has fulfilled its responsibilities at some of these sites and remains involved in only a few at this time. While the Company's ultimate costs in connection with these sites... lead, in certain products, including disk drives, put on the ...

  • Page 115
    ... in accrued exit costs related to the planned exit of Maxtor leased excess facilities at June 28, 2013 and June 29, 2012, respectively. Capital Expenditures. The Company's non-cancelable commitments for construction of manufacturing and product development facilities and purchases of equipment...

  • Page 116
    ... appeal of any action or proceeding against him or her as to which he or she could be indemnified. On July 3, 2010 pursuant to a corporate reorganization, the common shareholders of Seagate-Cayman became ordinary shareholders of Seagate Technology PLC (the Company) and Seagate-Cayman became a wholly...

  • Page 117
    ... The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally warrants its products for a period of one to five years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product return rates in order to...

  • Page 118
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) $333 million, respectively, related to purchases of various components. The Company had accounts payable to LSI of $79 million and $455 million at June 28, 2013 and June 29, 2012, respectively. Microsoft Corporation...

  • Page 119
    ...years in the period ended June 28, 2013, 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), Seagate Technology plc's internal control over financial reporting as of...

  • Page 120
    ... basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting...

  • Page 121
    Table of Contents SUPPLEMENTARY FINANCIAL DATA (UNAUDITED) For quarterly financial data see Part II, Item 6. Selected Financial Data 113

  • Page 122
    ... over financial reporting. Limitations on the Effectiveness of Controls Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no...

  • Page 123
    ... 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 then on "Code...

  • 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
    ... 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 7, 2013 POWER OF ATTORNEY...

  • Page 126
    ... (Dr. Seh-Woong Jeong) Director August 7, 2013 /s/ LYDIA M. MARSHALL (Lydia M. Marshall) Director August 7, 2013 /s/ KRISTEN M. ONKEN (Kristen M. Onken) Director August 7, 2013 /s/ C.S. PARK (Dr. C.S. Park) Director August 7, 2013 /s/ GREGORIO REYES (Gregorio Reyes) Director August...

  • Page 127
    ... Forms of Global Note for the Senior Notes due 2011 and Senior Notes due 2016 of Seagate Technology HDD Holdings issued pursuant to the Indenture 4.4 First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology HDD Holdings, Seagate HDD Cayman, Seagate Technology and U.S. Bank...

  • Page 128
    ... 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 4.6 Indenture dated as of May 13, 2010, among Seagate HDD Cayman, as Issuer, Seagate Technology, as Guarantor, and...

  • Page 129
    ... Rights Agreement dated as of May 18, 2011, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. Incorporated 4.15 Fourth Supplemental Indenture, dated as of February 7, 2012, among Seagate Technology International, as issuer, Seagate Business Centre (UK) Limited and Wells...

  • Page 130
    ... dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. 10.1+ Fifth Amended and Restated Seagate Technology Executive Officer Severance and Change in Control Plan 10.2+ Amended Seagate Technology plc 2001 Share Option Plan 10.3+ Seagate Technology...

  • Page 131
    ... Luczo 10.12+ Seagate Technology 2004 Stock Compensation Plan Form of Restricted Stock Bonus Agreement (includes Compensation Recovery Policy) 10.13+ Seagate Technology plc 2004 Share Compensation Plan Form of Restricted 10-Q 001-31560 10.4(b) 5/6/2009 8-K 001-31560 10.1 7/29/2010 10-Q 001...

  • Page 132
    ... Performance Unit Award Agreement 10.15+ Restated Seagate Deferred Compensation Plan 10.16+ Seagate Deferred Compensation Sub-Plan 10.17 Second Priority Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and Wells Fargo Bank, National...

  • Page 133
    ... 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the Subsidiary parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.24 Asset Purchase Agreement by and among Samsung Electronics Co., Ltd., Seagate Technology International and Seagate 10...

  • Page 134
    ...International dated April 19, 2011 10.26 Shareholder Agreement by and between Seagate Technology plc and Samsung Electronics Co., Ltd. dated as of April 19, 2011 10.27+ Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement 10.28+ Seagate Technology plc 2012...

  • Page 135
    ... Filed Herewith 10.29+ 2012 Equity Incentive Plan Restricted Share Unit Agreement (outside directors) 10.30 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 136
    ... 18, 2011, among Seagate Technology Public Limited Company, Seagate HDD Cayman, as Borrower, the Subsidiary parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.36+ Summary description of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board of...

  • Page 137
    .... 10.38+ Seagate Technology Public Limited Company 2012 Equity Incentive Plan Restricted Share Unit Agreement. 10.39+ Seagate Technology Public Limited Company 2012 Equity Incentive Plan Option Agreement. 10.40+ Seagate Technology plc Amended and Restated Employee Stock Purchase Plan 10.41+ First...

  • Page 138
    ...1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer 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 32.1†Certification...

  • Page 139
    ...†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 140

  • Page 141
    .... (a) General Rules . Subject to the requirements set forth in this Section 2(a), the Company will grant severance benefits under the Plan to each Eligible Executive. (i) " Potential Eligible Executive " refers to all executives employed by the Company or any Applicable Subsidiary with the Level of...

  • Page 142
    ...) The Potential Eligible Executive voluntarily terminates employment with the Company or an Applicable Subsidiary without Good Reason. Voluntary terminations include, but are not limited to, resignation or failure to return from a leave of absence on the scheduled date. (iii) The Potential Eligible...

  • Page 143
    ... in Control Period, an amount equal to the aggregate number of months of Pay and Target Bonus specified in the Benefits Schedule applicable to an Eligible Executive. (e) Board means the Board of Directors of the Parent. (f) Bonus Plan means the Parent's Executive Officer Performance Bonus Plan, the...

  • Page 144
    ... or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting securities of the Parent (including by way of merger, takeover (including an acquisition by means of a scheme of arrangement), consolidation or otherwise); (iv) During any period of two...

  • Page 145
    ... the effective date of a Change in Control. (j) Code means the Internal Revenue Code of 1986, as amended. Any specific reference to a section of the Code shall be deemed to include any regulations and other Treasury Department guidance promulgated thereunder. (k) Company means Seagate Technology, an...

  • Page 146
    ...Executive, plus the number of months of Target Bonus specified in such applicable Benefits Schedule. (s) Parent means Seagate Technology plc, an Irish public limited company. (t) Pay means a Potential Eligible Executive's monthly base pay at the rate in effect on the Termination Date (or if greater...

  • Page 147
    ... level (expressed as a percentage of base pay) with respect to the Bonus Plan, multiplied by the Eligible Executive's Pay. Termination Date means the last date on which the Eligible Executive is in active employment status with the Company or (aa) any Applicable Subsidiary as determined by the Plan...

  • Page 148
    ... applicable Benefits Schedule attached hereto, subject to Section 6(f) and the following provisions: (i) Any increase to the cash severance benefits payable on account of the occurrence of a Termination Event during a Change in Control Period but preceding the effective date of the Change in Control...

  • Page 149
    ... within twenty (20) business days of such date. (iv) Notwithstanding anything to the contrary in this Section 5(a), except for a Termination Event occurring during a Change in Control Period, the Plan Administrator may, in its sole discretion, determine an alternate payment schedule for any reason...

  • Page 150
    ... but not limited to, information or plans regarding the Parent's and its subsidiaries' customer relationships, personnel or sales, marketing and financial operations and methods, trade secrets, formulas, devices, secret inventions, processes and other compilations of information, records and...

  • Page 151
    11

  • Page 152
    ...hereof, solely in connection with the Continued Coverage triggered by a Termination Event during a Change in Control Period, the Company or the Applicable Subsidiary will pay to the Eligible Executive a lump sum cash payment in an amount equal to 2.0 times the before-tax annual cost of such Eligible...

  • Page 153
    ... in writing in good faith by a recognized accounting firm selected by the Company (the " Accountants "). Any reduction in payments or benefits hereunder shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Eligible Executive, (iii) any benefit valued...

  • Page 154
    ... shall be paid by the Company or its subsidiaries. (b) Term Of Plan; Termination or Suspension; Amendment; Binding Nature Of Plan. (i) This Plan shall be effective until July 31, 2010 and shall be extended thereafter for successive one-year periods unless the Board or the Compensation Committee, in...

  • Page 155
    ... benefit of a select group of management or highly compensated employees of the Parent or its subsidiaries. This Plan is intended to meet requirements of Section 162(m) of the Code to provide for any payments under the Bonus Plan to qualify as performance-based compensation. Any feature of this Plan...

  • Page 156
    ... or future rights under the Plan must be submitted to the Plan Administrator in writing. The Plan Administrator is: The Compensation Committee of the Board of Directors of Seagate Technology plc ATTN: Vice President of Compensation and Benefits 10200 S. De Anza Blvd. Cupertino, California 95014...

  • Page 157
    ...of the extension will be furnished to the applicant within the initial 60-day period. The Plan Administrator will give prompt, written notice of its decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice...

  • Page 158
    ... Plan's records is the Friday which falls closest to, and including, June 30. (c) Agent For The Service Of Legal Process . The agent for the service of legal process with respect to the Plan is the General Counsel, Seagate Technology, 10200 S. De Anza Blvd., Cupertino, California 95014. The service...

  • Page 159
    ... the publications hotline of the Employee Benefits Security Administration. SECTION 16. EFFECT OF SECTION 409A OF THE CODE This Plan is intended to comply with all applicable law, including Section 409A of the Code. If the Eligible Executive is a U.S. Executive, a termination of employment shall...

  • Page 160
    ... Thailand Seagate Technology (Thailand) Limited Potential Eligible Executives employed in United Kingdom Seagate Technology (Marlow) Limited [United Kingdom] Seagate Technology (Ireland) [Cayman Islands] Potential Eligible Executives employed in Singapore Seagate Singapore International Headquarters...

  • Page 161
    ... S-K and the other applicable rules and regulations promulgated by the Securities and Exchange Commission. The amount of benefits payable is dependent upon the Level in which the Eligible Executive falls and whether the Termination Event occurs during a Change in Control period, as more particularly...

  • Page 162
    ... the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Continued Coverage Payment, and Outplacement services for two years following the Termination Date The lesser of (i) 100% of the Benefit and (ii) twice the compensation limit then...

  • Page 163
    ... the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Continued Coverage Payment, and Outplacement services for two years following the Termination Date The lesser of (i) 100% of the Benefit and (ii) twice the compensation limit then...

  • Page 164
    ... of Ireland with limited liability (the "Company"), hereby grants to you (the Participant named in Section 2 below) the number of Restricted Share Units set forth in Section 2 below subject to the terms and conditions of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan, as...

  • Page 165
    ...Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Restricted Share Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) does not commit...

  • Page 166
    ... and any applicable provisions of the laws of the Republic of Ireland; (f) because you are not an employee of the Company, the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (g) the future value of the underlying Shares is...

  • Page 167
    ... data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting the Company's Corporate Secretary. You authorize the Company, any Company-designated brokerage firm or share plan service...

  • Page 168
    ... and the Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws with regard to the acquisition, issuance or sale of the Shares or facilitate the administration of the Plan, and to require you to sign any additional...

  • Page 169
    ...Republic of Ireland with limited liability (the "Company"), hereby grants to you (the Participant named in Section 2 below) the number of Performance Units set forth in Section 2 below subject to the terms and conditions of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan, as...

  • Page 170
    ...Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Performance Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to...

  • Page 171
    ... you are voluntarily participating in the Plan; (e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time; (f) the Award and any Shares subject to the Award are an...

  • Page 172
    ... applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country...

  • Page 173
    ... and the Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws with regard to the acquisition, issuance or sale of the Shares or facilitate the administration of the Plan, and to require you to sign any additional...

  • Page 174
    ... to the Date of Grant; and provided, further, that no share award granted prior to January 29, 2009 shall be subject to the terms of the Compensation Recovery Policy. Moreover, you hereby irrevocably appoint the Company as your true and lawful attorney for the purpose of undertaking all actions and...

  • Page 175
    ... of Ireland with limited liability (the "Company"), hereby grants to you (the Participant named in Section 2 below) the number of Restricted Share Units set forth in Section 2 below subject to the terms and conditions of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan, as...

  • Page 176
    ...-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Restricted Share Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit...

  • Page 177
    ...Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of your participation in the Plan. (f) The Company or the Affiliate may refuse to issue or deliver the Shares or the proceeds of the sale of Shares unless and until...

  • Page 178
    ... you are voluntarily participating in the Plan; (e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time; (f) the Award and any Shares subject to the Award are an...

  • Page 179
    ...Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless...

  • Page 180
    ... and the Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws with regard to the acquisition, issuance or sale of the Shares or facilitate the administration of the Plan, and to require you to sign any additional...

  • Page 181
    ... be made), and (c) the gain received in connection with the vesting, exercise and/or issuance of any share award (i.e., the market value of the Shares on the vesting, exercise and/or issuance date, as applicable, less (i) any price paid for the Shares and (ii) any Tax-Related Items withheld from or...

  • Page 182
    ...") to purchase the number of the Company's ordinary shares (the "Shares") set forth in Section 2 below at the exercise price per Share set forth in Section 2 (the "Exercise Price") subject to the terms and conditions of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan, as...

  • Page 183
    ... Seagate Technology Executive Severance and Change in Control Plan, as amended from time to time, or other similar plan (the "Severance Plan"), in the event of Participant's termination of Continuous Service for any reason, the Option shall, to the extent not then vested, be canceled by the Company...

  • Page 184
    ... Shares would violate either the registration requirements under the Securities Act (or other applicable securities law) or the Company's insider trading policy, then the Option shall terminate on the earlier of (A) the "Expiration Date" set forth in Section 2 above or (b) the expiration of a period...

  • Page 185
    ...that the Company and/or any Affiliate (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant...

  • Page 186
    ... Company and/or the Affiliate; (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Option (either through a voluntary or mandatory sale); or (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is an Officer...

  • Page 187
    ...Option will have no value; the Option grant will not be interpreted to form an employment or service contract or relationship with the Company or (l) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below the Exercise Price; (m) no...

  • Page 188
    ... firm or share plan service provider designated by the Company which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients' country...

  • Page 189
    ... to impose other requirements on the Option and the Shares acquired upon exercise of the Option, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws with regard to the acquisition, issuance or sale of Shares or facilitate the administration of 8

  • Page 190
    ... be made), and (c) the gain received in connection with the vesting, exercise and/or issuance of any share award (i.e., the market value of the Shares on the vesting, exercise and/or issuance date, as applicable, less (i) any price paid for the Shares and (ii) any Tax-Related Items withheld from or...

  • Page 191
    ... of Seagate Technology plc, an Irish company and its Designated Subsidiaries to purchase Ordinary Shares and thereby to have an additional incentive to contribute to the prosperity of the Corporation. It is the intention of the Corporation that the Plan qualify as an "Employee Stock Purchase Plan...

  • Page 192
    ...any successor or amended section of the Code. "Committee" shall mean the committee appointed by the Board in accordance with Section 15 of the Plan. "Companies Act" shall mean the Companies Act 1963 of Ireland. "Compensation" shall mean an Employee's base cash compensation and commissions, but shall...

  • Page 193
    ...in the Plan with respect to its Employees. "Effective Date" shall mean the date on which the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424 under the Securities Act for the initial public offering of Seagate Technology common stock (the...

  • Page 194
    ... common stock shall be the initial price to the public as set forth in the final prospectus included with the Registration Statement. 2.15 2.16 "Offering Date" shall mean the first Trading Day of an Offering Period under the Plan; provided that the Offering Date of the first Offering Period will be...

  • Page 195
    ... acquired by the Corporation or a Subsidiary, which is also a subsidiary within the meaning of Section 155 of the Companies Act. "Trading Day" shall mean a day on which U.S. national stock exchanges and the national market system are open for trading and the Ordinary Shares are being publicly traded...

  • Page 196
    ...not to exceed 30 days) prior to an Offering Date to be eligible to participate with respect to the Offering Period beginning on that Offering Date. 3.2 The Committee may determine that a designated group of highly compensated Employees is ineligible to participate in the Plan so long as the excluded...

  • Page 197
    ... to future purchases if such change is announced at least five (5) days prior to the scheduled beginning of the first Purchase Period to be affected. 5. PARTICIPATION 5.1 An Employee who is eligible to participate in the Plan in accordance with its terms at the beginning of an Offering Period shall...

  • Page 198
    ... 30 days) prior to the Purchase Date of the Purchase Period then in progress, his or her option for the purchase of Ordinary Shares will be exercised on such Purchase Date in accordance with Section 9 as if such Participant were still employed by the Corporation. Following the purchase of Shares on...

  • Page 199

  • Page 200
    ... was employed by a Designated Subsidiary participating in a Non-423 Sub-Plan shall be used to purchase Shares under the applicable Non-423 Sub-Plan on the next Purchase Date following such transfer; however, no new payroll deductions shall be taken for the remainder of the Purchase Period in...

  • Page 201
    ...purchase price shall be the Designated Percentage of the Fair Market Value of a Share on the Purchase Date. 9. PURCHASE OF SHARES Unless a Participant withdraws from the Plan as provided in Section 5.3 or except as provided in Sections 12 or 14 hereof, on the last Trading Day of each Purchase Period...

  • Page 202
    ... in connection with a change in domicile of the Corporation), change in corporate structure or any other increase or decrease in the number of Ordinary Shares, or other transaction effected without receipt of consideration by the Corporation, provided that conversion of any convertible securities of...

  • Page 203
    .... 12. LIQUIDATION AND CHANGE OF CONTROL In the event of the proposed liquidation or dissolution of the Corporation, the Offering Period will terminate immediately prior 12.1 to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all...

  • Page 204
    ...'s Benefits and Administrative Committee, as constituted from time to time in accordance with its charter, and generally made up of senior members of management from the Corporation's Legal, Finance and Human Resources functions. The Committee will serve for such period of time as the Board or...

  • Page 205
    ... thereunder, applicable state and foreign securities laws and the requirements of any stock exchange upon which the Shares may then be listed, subject to the approval of counsel for the Corporation with respect to such compliance. If on a Purchase Date in any Offering Period hereunder, the Plan is...

  • Page 206
    ...or the authorization, issuance, sale, or delivery of Shares hereunder. 19. NO ENLARGEMENT OF EMPLOYEE RIGHTS Nothing contained in this Plan shall be deemed to give any Employee or other individual the right to be retained in the employ or service of the Corporation or any Designated Subsidiary or to...

  • Page 207
    ... Period but prior to delivery to him or her of such Shares and cash. In addition, a Participant may be permitted to file a written designation of a beneficiary who is to receive any cash from the Participant's account under the Plan in the event of such Participant's death prior to the Purchase Date...

  • Page 208
    ... in the form specified by the Corporation at the location, or by the person, designated by the Corporation for the receipt thereof. 18 APPENDIX A SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY EMPLOYEE STOCK PURCHASE PLAN PARTICIPATING EMPLOYERS 423 Plan Seagate US LLC Countries Covered by Non-423 Sub...

  • Page 209
    ...this subplan under the Seagate Technology Public Limited Company Employee Stock Purchase Plan (the "Subplan") is to permit eligible contract workers who perform work for the Corporation (any one such individual a "Contractor," and collectively, "Contractors") in the countries designated from time to...

  • Page 210
    ...) Limited, Seagate Technology (Ireland), Nippon Seagate Inc., Seagate Technology (Netherlands) B.V., Seagate Technology AB, Seagate Technology Taiwan Ltd. and Seagate Technology UK Ltd. (including the Dublin branch) in the Seagate Technology Public Limited Company Employee Stock Purchase Plan (the...

  • Page 211
    ... Company Employee Stock Purchase Plan (the "Subplan") is to set forth requirements with respect to the participation by eligible Employees at Seagate Technology International (Wuxi) Co. Ltd., Seagate Technology (Suzhou) Co. Ltd. and Seagate Technology Services (Shanghai) Co. Ltd. in China, Penang...

  • Page 212
    ... of Board service, an officer or member of the board of directors of an entity acquired by Seagate, the Board may decide to award a lesser number of shares. The grant date for these awards shall be the date of the director's election or appointment. Each restricted share unit grant will vest...

  • Page 213
    ... Russia California Delaware Sweden Australia Canada Germany Hong Kong China China China France Taiwan Delaware Cayman Netherlands Singapore Brazil Brazil Bermuda Luxembourg Singapore Switzerland Maxtor International Manufacturing S.Ã r.l. Penang Seagate Industries (M) Sdn. Bhd. Seagate Business...

  • Page 214
    ...) Seagate Technology (Malaysia) Holding Company Senai Seagate Industries (M) Sdn. Bhd. Seagate Technology UK Ltd. Seagate Technology Media (Ireland) Seagate Technology Media (Philippines) Seagate Technology UK Ltd. (Dublin Branch) Seagate Technology (Thailand) Limited Cayman Singapore China China...

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    ... company (plc) and in the related Prospectuses, as applicable, of our reports dated August 7, 2013, 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...

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    QuickLinks Consent of Independent Registered Public Accounting Firm

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    ...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...

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    ...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...

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    ...part of the Annual Report of Seagate Technology plc (the "Company") on Form 10-K for the fiscal year ended June 28, 2013, 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...

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