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SEAGATE TECHNOLOGY PLC
FORM 10-K
(Annual Report)
Filed 08/08/14 for the Period Ending 06/27/14
Telephone (353) (1) 234-3136
CIK 0001137789
Symbol STX
SIC Code 3572 - Computer Storage Devices
Industry Computer Storage Devices
Sector Technology
Fiscal Year 06/28
http://www.edgar-online.com
© Copyright 2014, 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 08/08/14 for the Period Ending 06/27/14 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year (353) (1) 234-3136 0001137789 STX 3572 - Computer Storage Devices Computer Storage Devices Technology 06/28 http://www.edgar-online.com © ...

  • Page 2
    ... 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 27, 2014 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...

  • Page 3
    ...'s Annual General Meeting of Shareholders, to be held on October 22, 2014, 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 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
    ... Compensation Security Ownership of Certain 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...

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

  • Page 7
    ..., high quality and cost effectiveness. In addition to HDDs, we produce a broad range of electronic data storage products including solid state hybrid drives ("SSHD") and solid state drives ("SSD"). Our products are designed for enterprise servers and storage systems in mission critical and nearline...

  • Page 8
    ... electronic 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...

  • Page 9
    ... is generally muted. In early October 2011, floodwaters north of Bangkok, Thailand inundated many manufacturing industrial parks that contained a number of the factories supporting the HDD industry's supply chain. The HDD industry had concentrated a large portion of its supply chain participants...

  • Page 10
    ...will continue to pursue, a number of technologies to increase areal densities across the entire range of our products for expanding disk drive capacities and reducing the number of disks and heads per drive to further reduce product costs. Manufacturing Vertically integrated hard drive manufacturers...

  • Page 11
    ... 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 12
    ... efficiency and integrated security, SATA and SAS interfaces. Enterprise Value HDD Family. Providing up to 3TB of SATA-based high capacity, 3.5-inch energy-efficient enterprise storage, the Enterprise Value hard disk drive offers low-cost bulk storage designed for vast amounts of unstructured data...

  • Page 13
    ...â„¢ with custom-built error recovery controls, power settings, and vibration tolerance. We ship external backup storage solutions under our Backup Plus and Expansion product lines, as well as under the Samsung and LaCie brand names. These product lines utilize our 3.5-inch and 2.5-inch disk drives...

  • Page 14
    ... address. Principal Disk Drive Competitors Following further industry consolidation during fiscal year 2012, three disk drive companies remain: Seagate, selling the Seagate and Samsung brands; Western Digital Corporation, operating the Western Digital and Hitachi Global Storage Technologies...

  • Page 15
    ... in fiscal years 2013 and 2014. Disk drive manufacturers typically attempt to offset price erosion with an improved mix of disk drive products characterized by higher capacity, better performance and additional feature sets and/or product cost reductions. Product Life Cycles and Changing Technology...

  • Page 16
    ... the claim or the outcome. 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 estimating future performance and results. Environmental Matters Our operations are...

  • Page 17
    ... Financial Statements and Supplementary Data-Note 13. Business Segment and Geographic Information." Corporate Information On July 3, 2010, we consummated a reorganization pursuant to which Seagate Technology public limited company, a public limited company organized under the laws of Ireland, became...

  • Page 18
    ... President, Global Markets and Customers Executive Vice President, Chief Financial Officer Executive Vice President, General Counsel and Chief Administrative Officer Executive Vice President, Sales Senior Vice President, Chief Technology Officer General Manager, Samsung HDD Brand of Products Senior...

  • Page 19
    ... served as a director of Seagate from 2009 until his resignation from the Board of Directors in April 2011. Mr. Pimentel served as Chief Operating Officer and Chief Financial Officer ("CFO") at McAfee, Inc., from 2008 until he retired in August 2010. He served as the Executive Vice President and CFO...

  • Page 20
    ... believe our customers may postpone spending in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values, which could have a material adverse effect on the demand for our products. Continuing high unemployment rates, low levels of consumer liquidity...

  • Page 21
    ... cost structures, the inability to achieve high production yields or delays in customer qualification or initial product quality issues; changes in purchasing patterns by our distributor customers; application of new or revised industry standards; disruptions in our supply chain; increased costs...

  • Page 22
    ...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 23
    ... facilities in China, Malaysia, Northern Ireland, Singapore, Thailand, the United Kingdom, 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...

  • Page 24
    ...supply or an increase in production costs, which would adversely affect our results of operations. Certain rare earth elements are critical in the manufacture of our products. We purchase components that contain rare earth elements from a number of countries, including the People's Republic of China...

  • Page 25
    ...levels, we experience even more intense price competition from other manufacturers than usual. We are dependent on sales to distributors and retailers, which may increase price erosion and the volatility of our sales. A substantial portion of our sales has been to distributors of disk drive products...

  • Page 26
    ...the expansion of our branded solutions such as external storage products to provide additional storage capacity and to secure data in case of disaster or system failure, or to provide independent storage solutions for multiple users in home or small business environments. Consumer spending on retail...

  • Page 27
    ... 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 28
    ...; failure to achieve market acceptance and loss of market share; increased service and warranty costs; and increased insurance costs. Defects in our products could also result in legal actions by our customers for property damage, injury or death. Product liability claims could exceed the level of...

  • Page 29
    ..., we enter into long-term, non-cancelable purchase commitments or make large up-front investments with certain suppliers in order to secure certain components or technologies for the production of our products or to supplement our internal manufacturing capacity for certain components. If our actual...

  • Page 30
    ... 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 31
    ... our customers, in connection with their use of our products. Intellectual property litigation can be expensive and time-consuming, regardless of the merits of any claim, and could divert our management's attention from operating our business. In addition, intellectual property lawsuits are subject...

  • Page 32
    ...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 33
    ... countries, including manufacturing facilities, sales personnel 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...

  • Page 34
    ... 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 35
    ... generally have the strongest effect on our sales. The loss of key executive officers and employees could negatively impact our business prospects. Our future performance depends to a significant degree upon the continued service of key members of management as well as marketing, sales and product...

  • Page 36
    ... equivalents or short-term investments or our ability to meet our financing objectives. Failure to comply with applicable environmental laws and regulations could have a material adverse effect on our business, results of operations and financial condition. The sale and manufacturing of products in...

  • Page 37
    ... who offer alternative storage technology solutions; our failure to meet the performance estimates of investment research analysts; the timing of announcements by us or our competitors of significant contracts or acquisitions; general stock market conditions; the occurrence of major catastrophic...

  • Page 38
    ... our financial condition and operating results could be materially adversely affected. Should major public health issues, including pandemics, arise, we could be negatively affected by stringent employee travel restrictions, additional limitations in freight services, governmental actions limiting...

  • Page 39
    ... recorded through a combination of the write off of deferred tax assets and associated changes to our valuation allowance. We also estimate that the ensuing additional annual limitation on our ability to use tax attribute carryovers may result in increased U.S. income tax expense associated with...

  • Page 40
    ...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 41
    ... 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 NASDAQ Global Select Market, are set forth below for the periods indicated. Price Range High Low Fiscal...

  • Page 42
    ... performance shown in the graph represents past performance and should not be considered an indication of future performance. 7/3/2009 7/2/2010 7/1/2011 6/29/2012 6/28/2013 6/27/2014 Seagate Technology plc S&P 500 Dow Jones US Computer Hardware 100.00 100.00 100.00 70.48 114.07 142.12 88...

  • Page 43
    ... limit. The following table sets forth information with respect to all repurchases of our shares made during the fiscal year ended June 27, 2014: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares Purchased Under the Plans or Programs...

  • Page 44

  • Page 45
    ... this Annual Report on Form 10-K. Fiscal Years Ended June 29, July 1, 2012 2011 (Dollars in millions, except per share data) June 27, 2014 June 28, 2013 July 2, 2010 Revenue Gross margin Income from operations Net income Total assets Total debt Equity Net income per share: Basic Diluted Number...

  • Page 46
    Table of Contents (In millions, except per share data) June 28, 2013 Fiscal Year 2013 Quarters Ended March 29, December 28, September 28, 2013 2012 2012 Revenue Gross margin Income from operations Net income Net income per share: Basic Diluted $ 3,425 $ 939 448 348 $ 0.97 $ 0.94 42 3,526 $ 948...

  • Page 47
    ...successfully qualify, manufacture and sell our disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly new disk drive products with lower cost structures; the impact of competing product announcements; possible excess industry supply with respect...

  • Page 48
    ... is generally muted. In early October 2011, floodwaters north of Bangkok, Thailand inundated many manufacturing industrial parks that contained a number of the factories supporting the HDD industry's supply chain. The HDD industry had concentrated a large portion of its supply chain participants...

  • Page 49
    ... that require high capacity storage solutions, as well as the data intensive client non-compute markets, will continue to be best served by hard disk drives due to the industry's ability to deliver cost effective, reliable and energy efficient mass storage devices. Furthermore, the increased use of...

  • Page 50
    ...June 27, 2014 Fiscal Years Ended June 28, June 29, 2013 2012 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 (Benefit from) provision...

  • Page 51
    ...: Fiscal Years Ended June 28, June 29, 2013 2012 (In millions, except percentages, exabytes and ASPs) June 27, 2014 Net Revenue Unit Shipments: Enterprise Client Compute Client Non-Compute Total Units Shipped ASP (per unit) Exabytes Shipped Revenues by Channel (%) OEM Distributors Retail Revenues...

  • Page 52
    ... expenses for fiscal year 2014 increased from fiscal year 2013 due to increased investments in HDD and alternative storage technologies of approximately $35 million and headcount related costs of approximately $36 million, net of a decrease in variable performance based compensation expenses of...

  • Page 53
    ... rates of tax or is exempt from tax due to tax holidays or tax incentive programs we operate under in Malaysia, Singapore and Thailand. These tax holidays or incentives are scheduled to expire in whole or in part at various dates through 2020. Our income tax benefit recorded for fiscal year 2014...

  • Page 54
    ... year, was primarily due to supply constraints beginning in the second quarter of fiscal year 2012 as a result of the severe flooding in Thailand, partially offset by a favorable product mix and slightly higher volumes in fiscal year 2013, which included a full period of Samsung labeled HDD products...

  • Page 55
    ... 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 Amortization...

  • Page 56
    ... 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. Liquidity...

  • Page 57
    ...of cash flows for the periods indicated: Fiscal Years Ended June 28, June 29, 2013 2012 (Dollars in millions) June 27, 2014 Net cash flow provided by (used in): Operating activities Investing activities Financing activities Effect of foreign currency exchange rates Net increase (decrease) in cash...

  • Page 58
    ... vendor non-trade receivables primarily due to a decrease in build volumes in the fourth quarter of fiscal year 2013 compared to the prior year period; a decrease of $170 million in accrued expenses, income taxes and warranty, primarily due to decreases in costs related to sales activities resulting...

  • Page 59
    ...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 17, 2014, our Board of Directors approved a quarterly cash dividend of $0.43 per share, which will be payable...

  • Page 60
    ...777 $ 1,143 During fiscal year 2014, we repurchased approximately 41 million of our ordinary shares. See "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Repurchases of Our Equity Securities." On May 29...

  • Page 61
    ... which we will acquire the assets of LSI's Accelerated Solutions Division ("ASD") and Flash Components Division ("FCD") from Avago for $450 million in cash. The transaction is expected to close in the first quarter of fiscal year 2015, subject to the satisfaction of customary closing conditions and...

  • Page 62
    ... 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 issues, if any. We also exercise judgment in estimating our ability to sell certain repaired disk drives. Should...

  • Page 63
    ...revenue during fiscal years 2014, 2013 and 2012, respectively, while warranty cost related to new shipments (exclusive of the impact of re-estimates of pre-existing liabilities) were 1.3%, 1.3% and 1.1% respectively, for the same periods. Changes in anticipated failure rates of specific products and...

  • Page 64
    .... During fiscal years 2014 and 2013, 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 positions with foreign currency forward exchange contracts to reduce the risk that our earnings will be adversely...

  • Page 65

  • Page 66
    ... investments selected by our employees as part of our Seagate Deferred Compensation Plan (the "SDCP"). During the fiscal year 2014, the Company entered into a Total Return Swap ("TRS") in order to manage the equity market risks associated with the SDCP liabilities. The Company pays a floating rate...

  • Page 67
    ...FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA SEAGATE TECHNOLOGY PLC CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data) June 27, 2014 June 28, 2013 ASSETS Current assets: Cash and cash equivalents Short-term investments... Accrued employee compensation Accrued warranty Accrued ...

  • Page 68
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Fiscal Years Ended June 28, June 29, 2013 2012 June 27, 2014 Revenue Cost of revenue Product development Marketing and administrative Amortization of intangibles Restructuring and ...

  • Page 69
    Table of Contents SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Fiscal Years Ended June 28, June 29, 2013 2012 June 27, 2014 Net income Other comprehensive income, net of tax: Cash flow hedges Change in net unrealized gain (loss) on cash flow hedges Less: ...

  • Page 70
    ...SEAGATE TECHNOLOGY PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Fiscal Years Ended June 28, June 29, 2013 2012 June 27, 2014 OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Share-based compensation...

  • Page 71
    ... 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 stock options 6 Balance at June 29, 2012...

  • Page 72
    ...shares under employee stock plans 107 Repurchases of ordinary shares (1,912) Dividends to shareholders (557) Share-based compensation 118 Purchase of additional subsidiary shares from noncontrolling interest (11) Balance at June 27, 2014...See notes to consolidated financial statements. 66

  • Page 73
    ... data storage products including solid state hybrid drives ("SSHD") and solid state drives ("SSD"). The Company's products are designed for enterprise servers and storage systems in mission critical and nearline applications; client compute applications, where its products are designed primarily...

  • Page 74
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Summary of Significant Accounting Policies Cash, Cash Equivalents and Short-Term Investments. The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase...

  • Page 75
    ... 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 issues, if any. The Company also exercises judgment in estimating its ability to sell certain repaired disk drives...

  • Page 76
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) employees. Employee termination benefits covered by existing benefit arrangements are recorded in accordance with ASC Topic 712, Nonretirement Postemployment Benefits. These costs are recognized when management...

  • Page 77
    ... 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 condition. The...

  • Page 78
    ...-sale securities: Money market funds Commercial paper Corporate bonds U.S. treasuries and agency bonds Certificates of deposit Auction rate securities Equity securities Other debt securities $ Trading securities Total Included in Cash and cash equivalents Included in Short-term investments...

  • Page 79
    ...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 bonds Certificates of deposit Auction rate...

  • Page 80
    ...Balance at Beginning of Period Charges (credit) to Operations Deductions (a) (Dollars in millions) Assumed from LaCie S.A. Balance at End of Period Fiscal year ended June 29, 2012 Fiscal year ended June 28, 2013 Fiscal year ended June 27, 2014 $ $ $ 10 10 8 3 (2) 4 (3) (1) - - $ 1 $ - $ 10...

  • Page 81
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Property, Equipment and Leasehold Improvements, net The components of property, equipment and leasehold improvements, net were as follows: Useful Life in Years June 27, 2014 June 28, 2013 (Dollars in ...

  • Page 82
    ... provider of data storage technology. The Company paid $13.25 per share, or approximately $376 million in cash for the acquisition. The acquisition of Xyratex further strengthens the Company's vertically integrated supply and manufacturing chain for disk drives and provides access to important...

  • Page 83
    ... asset will be amortized: Weighted-Average Fair Value Amortization Period (Dollars in millions) Customer relationships Existing technology Trade name Total acquired identifiable intangible assets $ $ 31 1 13 45 5.0 years 5.0 years 5.0 years In fiscal 2013, the Company...

  • Page 84
    ... shares. The use of this deposit in fiscal year 2013 is treated as a non-cash financing activity and excluded 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...

  • Page 85
    ...During fiscal year 2012, the Company recorded adjustments to the fair value of certain assets acquired and liabilities assumed with the Samsung HDD business that resulted in a net decrease of $5 million to goodwill. These adjustments included a $7 million increase in other assets for spare parts and...

  • Page 86
    ... SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The amounts of revenue and earnings 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...

  • Page 87
    ... as a finite-lived intangible asset, and will be amortized over its useful life. In fiscal years 2014, 2013 and 2012, amortization expense for other intangible assets was $131 million, $147 million and $75 million, respectively. The carrying value of other intangible assets subject to amortization...

  • Page 88
    ... it will close its AMK manufacturing operations in Singapore. Operations at this facility had ceased as of the 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...

  • Page 89
    ... Short-Term Borrowings On January 18, 2011, the Company, and its subsidiary Seagate HDD Cayman entered into a Credit Agreement which provided for a $350 million senior secured revolving credit facility (the "Revolving Credit Facility"). On April 30, 2013, the Company and Seagate HDD Cayman entered...

  • Page 90
    ... present values of the remaining scheduled payments of principal and interest on the 2016 Notes being redeemed, discounted at the redemption date on a semi-annual basis at a rate equal to the sum of the applicable Treasury rate plus 50 basis points. During fiscal year 2013, the Company repurchased...

  • Page 91
    .... The issuer under the 2020 Notes is Seagate HDD Cayman, and the obligations under the 2020 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company. During fiscal year 2014, the Company repurchased $66 million aggregate principal amount of its 2020 Notes for cash...

  • Page 92
    ... are fully and unconditionally guaranteed by the Company on a senior unsecured basis. Seagate HDD Cayman and the Company are required to exchange the Notes for notes registered under the Securities Act of 1933. Other As part of our acquisition of LaCie S.A. during fiscal year 2013, long-term debt of...

  • Page 93
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Income Taxes The (benefit from) provision for income taxes consisted of the following: Fiscal Years Ended June 28, June 29, 2013 2012 (Dollars in millions) June 27, 2014 Current tax expense (...

  • Page 94
    ...: Fiscal Years Ended June 27, June 28, 2014 2013 (Dollars in millions) Deferred tax assets Accrued warranty Inventory valuation accounts Receivable allowance Accrued compensation and benefits Depreciation Restructuring accruals Other accruals and deferred items Net operating losses and tax credit...

  • Page 95
    ... or in part at various dates through 2020. Certain of the tax holidays may be extended if specific conditions are met. The net impact of these tax holidays and tax incentive programs was to increase the Company's net income by approximately $289 million in fiscal year 2014 ($0.83 per share, diluted...

  • Page 96
    Table of Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the activity related to the Company's gross unrecognized tax benefits: Fiscal Years Ended June 28, June 29, 2013 2012 (Dollars in millions) June 27, 2014 Balance of ...

  • Page 97
    ...the fair value of the notional investments selected by its employees as part of its Non-qualified Deferred Compensation Plan-the Seagate Deferred Compensation Plan (the "SDCP"). In the quarter ended December 27, 2013, the Company entered into a Total Return Swap ("TRS") in order to manage the equity...

  • Page 98
    ...and the Consolidated Statements of Operations for the fiscal year ended June 27, 2014: Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) (Dollars in millions) Derivatives Designated as Cash Flow Hedges Amount of Gain...

  • Page 99
    (a) The amounts of gains or losses recognized in income related to the ineffective portion of the hedging relationships and to the amount excluded from the assessment of hedge effectiveness were immaterial for the fiscal year ended June 27, 2014. 92

  • Page 100
    ... TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables show the effect of the Company's derivative instruments on the Consolidated Statement of Comprehensive Income and the Consolidated Statements of Operations for the fiscal year ended June 28, 2013: Location...

  • Page 101
    ... of deposit Corporate bonds Other debt securities Equity securities Total cash equivalents and short-term investments Restricted cash and investments: Mutual Funds Other debt securities Auction rate securities Derivative assets Total assets Liabilities: Derivative liabilities Total return swap Total...

  • Page 102
    ... 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 103
    ... rate securities. As of June 28, 2013, the Company's Level 3 assets consisted of auction rate securities with a par value of $17 million, all of which were collateralized by student loans guaranteed by the Federal Family Education Loan Program. Beginning in fiscal year 2008, these securities failed...

  • Page 104
    ... fair value. During the fiscal years 2014, 2013 and 2012, the Company determined that certain of its equity investments accounted for under the cost method were other-than-temporarily impaired, and recognized charges of $2 million, $5 million and $7 million, respectively, in order to write down...

  • Page 105
    ...its Board of Directors authorized an Anti-Dilution Share Repurchase Program (the "January 2010 Anti-Dilution Share Repurchase Program"). The repurchase program authorizes the Company to repurchase its ordinary shares to offset increases in diluted shares, such as those caused by employee stock plans...

  • Page 106
    ...Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table sets forth information with respect to repurchases of the Company's ordinary shares during fiscal year 2014, 2013 and 2012: Number of Shares Repurchased Dollar Value of Shares Repurchased (In...

  • Page 107
    ..., 2014 in connection with LyveMinds' reincorporation as a Delaware corporation. The compensation expense associated with options granted to date under the LyveMinds Plan was not material for fiscal years 2014, 2013, and 2012, respectively. Equity Awards Full-Value Share Awards (e.g. restricted share...

  • Page 108
    ... upon continued service and the attainment of a minimum 40% TSR, inclusive 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...

  • Page 109
    ... 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 2014, 2013, and 2012, is the price of the Company's shares on the grant date. The...

  • Page 110
    ... million, respectively, determined as of the date of option exercise. The aggregate fair value of options vested during fiscal year 2014 was approximately $12 million. At June 27, 2014, the total compensation cost related to options granted to employees but not yet recognized was approximately $20...

  • Page 111
    ...-line basis over a weighted-average remaining term of 3.0 years. ESPP During fiscal years 2014, 2013 and 2012, the aggregate intrinsic value of shares purchased under the Company's ESPP was approximately $26 million, $17 million and $17 million respectively. At June 27, 2014, the total compensation...

  • Page 112
    ... net income per share: Fiscal Years Ended June 28, June 29, 2013 2012 (In millions, except per share data) June 27, 2014 Numerator: Net income attributable to Seagate Technology plc Number of shares used in per share calculations: Total shares for purposes of calculating basic net income per...

  • Page 113
    ... the Company's operations by geographic area: Fiscal Years Ended June 28, June 29, 2013 2012 (In millions) June 27, 2014 Revenue from external customers (a) : Singapore United States The Netherlands Other Consolidated Long-lived assets: Singapore Thailand United States China Malaysia Other...

  • Page 114
    ... that include bond pad structures. Realtek seeks an order to exclude entry of infringing integrated circuit chips and products containing the infringing integrated circuit chips into the U.S. and a cease and desist order. The ITC initiated an investigation on October 18, 2012. On March 21, 2014, the...

  • Page 115
    .... Enova Technology Corporation v. Seagate Technology (US) Holdings, Inc., et al. -On June 5, 2013, Enova Technology Corporation filed a complaint against Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC in the U.S. District Court for the District of Delaware alleging infringement of...

  • Page 116
    ..., facility and equipment operating leases, net of sublease income, was $39 million, $35 million and $34 million for fiscal years 2014, 2013 and 2012, respectively. Total sublease rental income for fiscal years 2014, 2013 and 2012 was $2 million, $4 million and $6 million, respectively. The Company...

  • Page 117
    ... for construction of manufacturing and product development facilities and purchases of equipment approximated $189 million at June 27, 2014. LSI Asset Acquisition. On May 29, 2014, the Company and Avago Technologies Limited, a leading semiconductor device supplier to the enterprise storage, wired...

  • Page 118
    ... period of 1 to 5 years. The Company uses estimated 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 27, 2014, June 28, 2013...

  • Page 119
    ... Contents SEAGATE TECHNOLOGY PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 17. Related Party Transactions In connection with the Company's acquisition of the Samsung HDD business, Samsung became a shareholder of the Company and appointed one of its executives to the Company's Board of...

  • Page 120
    ...three years in the period ended June 27, 2014, 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...

  • Page 121
    ... PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Seagate Technology public limited company We have audited Seagate Technology public limited company (plc)'s internal control over financial reporting as of June 27, 2014, based on criteria established in Internal Control-Integrated...

  • Page 122
    Table of Contents SUPPLEMENTARY FINANCIAL DATA (UNAUDITED) For quarterly financial data see "Part II, Item 6. Selected Financial Data." 115

  • Page 123
    ... 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 124
    ... of our Board of Directors, including our principal executive, finance 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...

  • Page 125
    ... 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 8: Page No. Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of...

  • Page 126
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY /s/ STEPHEN J. LUCZO (Stephen J. Luczo, Chief Executive Officer, Director and Chairman of the Board of Directors) Date...

  • Page 127
    ... (Dr. Seh-Woong Jeong) Director August 7, 2014 /s/ LYDIA M. MARSHALL (Lydia M. Marshall) Director August 7, 2014 /s/ KRISTEN M. ONKEN (Kristen M. Onken) Director August 7, 2014 /s/ C.S. PARK (Dr. C.S. Park) Director August 7, 2014 /s/ GREGORIO REYES (Gregorio Reyes) Director August...

  • Page 128
    ...Seagate-Ireland") and the Scheme Shareholders (incorporated by reference to Annex A to Seagate Technology's Definitive Proxy Statement on Schedule 14A filed on March 5, 2010) 2.2 Agreement and Plan of Merger, dated as of December 21, 2013, among Seagate Technology International, Phoenix Acquisition...

  • Page 129
    2006, among Seagate Technology HDD Holdings, Seagate Technology and U.S. Bank National Association, as trustee 4.5 Supplemental Indenture, dated as of July 3, 2010, among Seagate HDD Cayman, as issuer, Seagate Technology, as original guarantor, Seagate Technology plc, as successor guarantor, and ...

  • Page 130
    ... Rights Agreement dated as of May 18, 2011, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. Incorporated 4.12 Fourth Supplemental Indenture, dated as of February 7, 2012, among Seagate Technology International, as issuer, Seagate Business Centre (UK) Limited and Wells...

  • Page 131
    ... Registration Rights Agreement dated as of May 28, 2014, 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 122 8-K 001-31560 4.1 11/5/2013 8-K 001-31560 4.3 11...

  • Page 132
    ... (includes Compensation Recovery Policy) 10.10+ Offer Letter, dated as of January 29, 2009, by and between Seagate Technology and Stephen J. Luczo 10.11+ Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes 10-K 001-31560 10.1 8/20/2010 10...

  • Page 133
    Compensation Recovery Policy) 10.12+ Restated Seagate Deferred Compensation Plan 10.13+ Seagate Deferred Compensation Sub-Plan 10.14 Second Priority Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and Wells Fargo Bank, National Association...

  • Page 134
    ... 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 10.21 Asset Purchase Agreement by and among Samsung Electronics Co., Ltd., Seagate Technology International and Seagate 10...

  • Page 135
    ...International dated April 19, 2011 10.23 Shareholder Agreement by and between Seagate Technology plc and Samsung Electronics Co., Ltd. dated as of April 19, 2011 10.24+ Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement 10.25+ Seagate Technology plc 2012...

  • Page 136
    ...parties thereto and The Bank of Nova Scotia, as Administrative Agent 10.29 Supplement No. 2, dated February 22, 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 Guarantor parties thereto and The...

  • Page 137
    ... 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 10.33+ Summary description of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board of...

  • Page 138
    ... 18, 2011 10.43+ Summary description of Seagate Technology plc's Compensation Policy for Non-Management Members of the Board of Directors with an effective date of October 30, 2013 10.44+ Offer Letter, dated as of February 6, 2014, by and between Seagate Technology and Jamie Lerner 10.45 Share...

  • Page 139
    ..., between Seagate Technology plc and Samsung Electronics Co., Ltd. 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney (see signature page to this annual report) 31.1 Certification of the Chief Executive Officer pursuant to rules 13a-14...

  • Page 140
    ...†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 141

  • Page 142
    .... (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 143
    ... given in Rule 13d-3 promulgated under the Exchange Act. Benefit means, in the case of a Termination Event occurring outside of a Change in Control Period, an amount equal to the (d) aggregate number of months of Pay specified in the Benefits Schedule applicable to an Eligible Executive and, in...

  • Page 144
    ... at least 30 days after such notice to cure the specified deficiency and fails to substantially cure such deficiency within such time frame to the reasonable satisfaction of the Plan Administrator; provided, in each case, that the violation is curable. (h) Change in Control means the consummation or...

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

  • Page 146
    ...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, on the date on...

  • Page 147
    ... for the number of days employed during the fiscal year of the Termination Event, divided by 365. If payable in connection with a Termination Event, the Pro Rata Bonus calculated in accordance with this Section 3(x)(ii) shall be paid to the Eligible Executive within 20 business days following the...

  • 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. Notwithstanding anything to the contrary in this Section 5(a), except for a Termination Event occurring during a (iv) Change in Control Period, the Plan Administrator may, in its sole discretion, determine an alternate payment schedule for any reason...

  • Page 150
    ..., the business of any client or prospective client: (i) with whom such Eligible Executive had personal contact or dealings on behalf of the Parent during the one year period preceding such Eligible Executive's Termination Date; (ii) with whom employees reporting to such Eligible Executive have had...

  • Page 151
    ... any benefits under the Plan prior to the date of such written notice, the Eligible Executive shall deliver to the Parent or the Applicable Subsidiary, within 30 days, an amount equal to the aggregate of all such benefits. SECTION 7. CONTINUATION OF EMPLOYMENT BENEFITS. (a) Health Plan Benefits...

  • Page 152
    ...other applicable taxes, results in the receipt by the Eligible Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and the Eligible Executive otherwise agree in writing...

  • Page 153
    ..., computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan, the designation of the Level relating to each applicable tier of benefits under the Plan as set forth in the Benefits Schedules, the amount...

  • Page 154
    ... until July 31, 2010 and shall be extended thereafter for successive one-year periods unless the Board or the Compensation Committee, in its sole discretion, elects not to renew the Plan prior to the date that the Plan is then scheduled to expire. The Board or the Compensation Committee may also...

  • Page 155
    ... 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 (b) Denial Of Claims . In the event that any application...

  • Page 156
    ...review. A request for a review shall be in writing and shall be addressed to: Seagate Technology Plan Administrator for the Executive Severance and CIC Plan ATTN: Vice President of Compensation and Benefits 10200 S. De Anza Blvd. Cupertino, California 95014 A request for review must set forth all of...

  • Page 157
    ... And Administrator . The "Plan Sponsor" of the Plan is Seagate Technology, and the "Plan Administrator" of the Plan is the Compensation Committee of the Board. Each of the Plan Sponsor and the Plan Administrator can be reached by contacting the Vice President of Compensation and Benefits in writing...

  • Page 158
    ... finds your claim is frivolous. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions, about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed...

  • Page 159
    ...under this Plan shall be designated as a "separate payment" within the meaning of Section 409A of the Code. In addition, all benefits provided under this Plan to U.S. Executives shall be made or provided in accordance with the requirements of Section 409A of the Code including, where applicable, the...

  • Page 160
    ... Technology LLC [Delaware] LaCie Ltd. Xyratex International Inc. Potential Eligible Executives employed in Malaysia Seagate International (Johor) Sdn. Bhd. [Malaysia] Penang Seagate Industries (M) Sdn. Bhd. [Malaysia] Xyratex (Malaysia) Sdn. Bhd. Potential Eligible Executives employed in Thailand...

  • Page 161
    ...Schedule 24 months of Pay Prior Year Bonus, if applicable, and Pro Rata Bonus Outplacement services for two years following Termination Date The lesser of (i) 50% of the Benefit and (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days...

  • Page 162
    Outplacement services for two years following the Termination Date Payout Schedule The lesser of (i) 100% of the Benefit and (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the ...

  • Page 163
    ... 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 Payout Schedule The lesser of (i) 100% of the Benefit and (ii) twice the compensation...

  • Page 164
    ... 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 18 months following the Termination Date Payout Schedule The lesser of (i) 100% of the Benefit and (ii) twice the compensation...

  • Page 165
    ... 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 one year following the Termination Date Payout Schedule The lesser of (i) 100% of the Benefit and (ii) twice the compensation...

  • Page 166
    ...of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for 18 months following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 167
    ... of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for one year following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 168
    ...of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for 18 months following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 169
    ... of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for one year following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 170
    ...of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for 18 months following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 171
    ... of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for one year following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 172
    ...of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for 18 months following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 173
    ... of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. Outplacement services for one year following the Termination Date The lesser of (i) 100% of the Non-U.S. Benefit and (ii) twice the compensation limit then in effect...

  • Page 174
    ... shares under an employee stock purchase plan in any country or jurisdiction where the Plan will be offered, as such laws, rules, regulations and requirements shall be in place from time to time. "Beneficial Owner " means the definition given in Rule 13d-3 promulgated under the Exchange Act. "Board...

  • Page 175
    ... 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 exclude such items as allowances, differentials, bonuses or premiums such as those for working shifts or overtime, payments...

  • Page 176
    ...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 177
    ...Value of a share of Seagate Technology 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...

  • Page 178
    ... 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 179
    ... 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 category fits within the definition of "highly compensated employee" in Code Section 414...

  • Page 180
    ...February 1, 2006, each Offering Period shall generally consist of one (1) Purchase Period that runs concurrently with the Offering Period. The last Trading Day of each Purchase Period shall be the "Purchase Date" for such Purchase Period; provided that the first Purchase Period shall commence on the...

  • Page 181
    ... with Section 423(b)(8) of the Code, the Committee may reduce a Participant's payroll deductions to zero percent (0%) at any time during a Purchase Period scheduled to end during the current calendar year. Payroll deductions shall re-commence at the rate provided in such Participant's enrollment...

  • Page 182
    ...regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, and the Committee may establish termination of employment procedures for this Plan that are independent of similar rules established under other benefit plans of the Corporation and...

  • Page 183
    ...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 184
    employer any tax deductions or benefits 11

  • Page 185
    ... liquidating dividend, extraordinary dividend or distribution, combination, exchange or reclassification of the Ordinary Shares (including any such change in the number of Shares effected in connection with a change in domicile of the Corporation), change in corporate structure or any other increase...

  • Page 186
    ... shall increase the number of Shares subject to the Plan, other than an adjustment under Section 11 of the Plan, or make other changes for which Shareowner approval is required under Applicable Law. Upon a termination or suspension of the Plan, the Board may in its discretion (i) return, without...

  • Page 187
    ..., as applicable, shall be final and binding upon all participants. The Corporation shall pay all expenses incurred in the administration of the Plan. 15.2 In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Corporation and...

  • Page 188
    ... 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 not so registered or in such compliance, options...

  • Page 189
    ... in connection with the Plan 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...

  • Page 190
    ... terms and conditions of options granted hereunder to, and the purchase of Ordinary Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the Shares issued upon...

  • Page 191
    ... All notices or other communications by a Participant to the Corporation under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Corporation at the location, or by the person, designated by the Corporation for the receipt thereof. 18

  • Page 192
    ... A SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY EMPLOYEE STOCK PURCHASE PLAN PARTICIPATING EMPLOYERS 423 Plan Seagate US LLC LaCie Ltd. (US employees) Xyratex International Inc. (US employees) Countries Covered by Non-423 Sub-Plan for Contractors (See Appendix B) Turkey General Non-423 Sub-Plan (See...

  • Page 193
    Non-423 Sub-Plan for China, Malaysia, Singapore and Thailand (See Appendix D) Seagate Technology (Suzhou) Co. Ltd. Seagate Technology International (Wuxi) Co. Ltd. Penang Seagate Industries (M) Sdn. Bhd. Seagate International (Johor) Sdn. Bhd. Seagate Singapore International Headquarters Pte. Ltd. ...

  • Page 194
    ...Electronique D2, S.A., LaCie AG, LaCie Ltd. (UK employees), LaCie Asia Ltd.. Xyratex Technology (Canada) Limited, Xyratex Japan Ltd., Xyratex Mexico, SA de CV, and Xyratex Technology Limited (UK) in the Seagate Technology Public Limited Company Employee Stock Purchase Plan (the "Plan"). Terms of the...

  • Page 195
    ... Ltd. in China, Penang Seagate Industries (M) Sdn. Bhd. and Seagate International (Johor) Sdn. Bhd. in Malaysia, Seagate Technology International (Singapore Branch), Seagate Singapore International Headquarters Pte. Ltd. and Seagate Technology (Thailand) Limited in Thailand, Xyratex Technology (Wuxi...

  • Page 196
    ...) Seagate HDD Cayman Seagate Technology (US) Holdings, Inc. EVault, Inc. EVault Canada Inc. EVault (EMEA) B.V. EVault UK Limited EVault GmbH EVault Solutions Pte. Ltd LaCie Peripherals Inc LaCie Pty Ltd LaCie Ltd Seagate Technology Canada Inc. Quinta Corporation Seagate US LLC Seagate Technology LLC...

  • Page 197
    ...Technology China Holding Company Seagate Technology Manufacturing (Hong Kong) Limited Seagate Technology (Suzhou) Co. Ltd. Seagate Technology HDD (India) Private Limited Seagate Technology (Ireland) Springtown Branch Seagate Technology (Malaysia) Holding Company Senai Seagate Industries (M) Sdn. Bhd...

  • Page 198
    ...) of Seagate Technology public limited company (plc) and in the related Prospectuses, as applicable, of our reports dated August 7, 2014, with respect to the consolidated financial statements of Seagate Technology plc, and the effectiveness of internal control over financial reporting of Seagate...

  • Page 199
    QuickLinks Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

  • Page 200
    ...report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ STEPHEN J. LUCZO Name: Stephen J. Luczo Title: Chief Executive Officer (b) August 7, 2014

  • Page 201
    QuickLinks Exhibit 31.1 CERTIFICATION

  • Page 202
    ... the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules...

  • Page 203
    QuickLinks Exhibit 31.2 CERTIFICATION

  • Page 204
    ...part of the Annual Report of Seagate Technology plc (the "Company") on Form 10-K for the fiscal year ended June 27, 2014, 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 205
    QuickLinks Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002