Seagate Technology Holdings 10-K 2019-06-28

10-K 1 d733907d10k.htm 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 28, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-31560

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland		98-0648577
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

38/39 Fitzwilliam Square

Dublin 2, Ireland

(Address of principal executive offices)

D02 NX53

(Zip Code)

Registrant’s telephone number, including area code: (353) (1) 234-3136

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per share		STX		The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES ☒ NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES ☐ NO ☒

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December 28, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $10.9 billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of July 29, 2019 was 269,037,767.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual General Meeting of Shareholders, to be held on October 29, 2019, 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 ended June 28, 2019.

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SEAGATE TECHNOLOGY PLC

TABLE OF CONTENTS

Item				Page No.
		PART I
1.		Business			3
1A.		Risk Factors			14
1B.		Unresolved Staff Comments			29
2.		Properties			30
3.		Legal Proceedings			30
4.		Mine Safety Disclosures			30
		PART II
5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			31
6.		Selected Financial Data			32
7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
7A.		Quantitative and Qualitative Disclosures About Market Risk			47
8.		Financial Statements and Supplementary Data			49
9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			95
9A.		Controls and Procedures			95
9B.		Other Information			95
		PART III
10.		Directors, Executive Officers and Corporate Governance			96
11.		Executive Compensation			96
12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			96
13.		Certain Relationships and Related Transactions, and Director Independence			96
14.		Principal Accountant Fees and Services			96
		PART IV
15.		Exhibits and Financial Statement Schedules			97
		EXHIBIT INDEX			98
		SIGNATURES			107

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this Annual Report on Form 10-K (the “Form 10-K”), unless the context indicates otherwise, as used herein, the terms “we,” “us,” “Seagate,” the “Company” and “our” refer to Seagate Technology public limited company (“plc”), an Irish public limited company, and its subsidiaries. References to “$” are to United States dollars.

We have compiled the market size information in this Form 10-K using statistics and other information obtained from several third-party sources.

Various amounts and percentages used in this Form 10-K have been rounded and, accordingly, they may not total 100%.

Seagate, Seagate Technology, LaCie, Maxtor and the Spiral Logo, are trademarks or registered trademarks of Seagate Technology LLC or one of its affiliated companies in the United States and/or other countries. All other trademarks or registered trademarks are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements and assumptions included in this Annual Report on Form 10-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects, demand for our products, shifts in technology, estimates of industry growth, our ability to effectively manage our debt obligations and our cash liquidity position, our restructuring efforts, the sufficiency of our sources of cash to meet our cash needs for the next 12 months, our expectations regarding capital expenditures, the potential impact of trade barriers or regulatory actions, such as import/export duties and restrictions, tariffs and quotas imposed by the U.S. or other countries in which the Company conducts its business and changes in the regulatory regime governing the flow of data across international borders for the fiscal year ended July 3, 2020. These statements identify prospective information and may include words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “may,” “will” or negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to the Company as of the date of this Annual Report on Form 10-K and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties and other factors may be beyond our control and may pose a risk to our operating and financial condition. Such risks and uncertainties include, but are not limited to:

	•		the uncertainty in global economic and political conditions;

	•		the development and introduction of products based on new technologies and expansion into new data storage markets;

	•		the impact of competitive product announcements and unexpected advances in competing technologies or changes in market trends;

	•		the impact of variable demand and an adverse pricing environment for storage products;

	•		the Company’s ability to achieve projected cost savings in connection with its restructuring plans and consolidation of its manufacturing activities;

	•		the Company’s ability to effectively manage its debt obligations and comply with certain covenants in its credit facilities with respect to financial ratios and financial condition tests, and maintain a favorable cash liquidity position;

	•		the Company’s ability to successfully qualify, manufacture and sell its storage products, particularly new disk drive products with lower cost structures, in increasing capacities on a cost-effective basis and with acceptable quality;

	•		possible excess industry supply both with respect to particular storage products and competing alternative storage technology solutions;

	•		disruptions to the Company’s supply chain or production capabilities;

	•		consolidation trends in the data storage industry;

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	•		fluctuations in interest rates;

	•		currency fluctuations that may impact the Company’s margins, international sales and results of operations;

	•		fluctuations in the value of the Company’s investments and the associated investment income;

	•		the impact of trade barriers such as import/export duties and restrictions, tariffs and quotas, imposed by the U.S. or other countries in which the Company conducts its business;

	•		the evolving legal, regulatory and administrative climate in the international markets where the Company operates, including changes in regulations relating to privacy and protection of data and environmental matters; and

	•		cyber-attacks or other data breaches that disrupt the Company’s operations or result in the dissemination of proprietary or confidential information and cause reputational harm, and the cybersecurity threats and vulnerabilities associated with the Company’s infrastructure updates to its information technology systems.

Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in such forward-looking statements is also set forth in “Item 1A. Risk Factors” of this Annual Report on Form 10-K, which we encourage you to carefully read. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which they were made and we undertake no obligation to update forward-looking statements to reflect new information or future events or circumstances after the date they were made.

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PART I

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We are a leading provider of data storage technology and solutions. Our principal products are hard disk drives, commonly referred to as disk drives, hard drives or HDDs. In addition to HDDs, we produce a broad range of data storage products including solid state drives (“SSDs”), solid state hybrid drives (“SSHDs”) and storage subsystems.

Hard disk drives are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces. Disk drives continue to be the primary medium of mass data storage due to their performance attributes, reliability, high quality and cost effectiveness. Complementing existing data center storage architecture, solid state drives use integrated circuit assemblies as memory to store data, and most SSDs use NAND flash memory. In addition to HDDs and SSDs, SSHDs combine the features of SSDs and HDDs in the same unit, containing a high capacity hard disk drive and a smaller SSD acting as a cache to improve performance of frequently accessed data.

Our HDD products are designed for nearline and mission critical applications in enterprise servers and storage systems; edge non-compute applications, where our products are designed for a wide variety of end user devices such as portable external storage systems, surveillance systems, network-attached storage (“NAS”), digital video recorders (“DVRs”) and gaming consoles; and edge compute applications, where our products are designed primarily for desktop and mobile computing. Our SSD product portfolio is mainly comprised of Serial Attached SCSI (“SAS”) and Non-Volatile Memory Express (“NVMe”) and is designed for applications in enterprise servers and storage systems.

Our enterprise data solutions (“EDS”) portfolio includes storage subsystems for enterprises, cloud service providers, scale-out storage servers and original equipment manufacturers (“OEMs”).

Industry Overview

Data Storage Industry

The data storage industry includes companies that manufacture components or subcomponents designed for data storage devices and companies that provide storage solutions, software and services for enterprise cloud, big data, computing platforms and consumer markets. The rapid growth in data generation and the intelligent application of data are driving demand for data storage. As more data is created at endpoints outside traditional data centers and requires processing at the edge, the need for data storage and management has also increased. Examples of this include autonomous vehicles, smart manufacturing systems and smart cities. We believe the proliferation and personal creation of media-rich digital content, further enabled by fifth-generation wireless (“5G”), the edge, the Internet of things (“IoT”) and artificial intelligence (“AI”), will continue to create demand for higher capacity storage solutions. The new ecosystem is expected to require increasing amounts of data storage both at the edge and in enterprises that store the data.

Markets

The principal data storage markets include:

Enterprise Storage. We define enterprise storage as dedicated storage area networks and hyperscale cloud storage environments. Enterprise and cloud data centers run solutions which are designed for nearline, mission critical and enterprise SSD applications.

Nearline applications are defined as those which require high capacity and energy efficient storage solutions. We expect such applications, which include storage for cloud computing, content delivery and backup services, will continue to grow and drive exabyte demand. Additionally, with the increased requirements for storage capacity and performance driven by the creation and consumption of media-rich content, we expect that the increased exabyte demand will require further buildout of data centers by cloud service providers (“CSPs”) and other enterprises that use high-capacity nearline devices.

Mission critical applications are defined as those that use high performance enterprise class HDDs and SSDs with sophisticated firmware. Enterprise storage is vital to the operation of large-scale enterprise workloads, requiring high performance and high reliability storage solutions. We expect the market for mission critical enterprise storage solutions to continue to be driven by enterprises utilizing dedicated storage area networks.

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Edge Non-Compute. We define edge non-compute applications as solutions designed primarily for consumer electronic devices that require a higher capacity, low cost-per-gigabyte storage solution, including surveillance, NAS, DVRs and gaming. Consumer solutions support a variety of consumer and industrial needs with internal and external storage solutions. Disk Drives for external storage are designed for purposes such as portable external storage, and to augment storage capacity in the consumer’s current desktop, notebook, tablet or mobile phone device.

Edge Compute. We define edge compute applications as solutions designed for desktop and mobile compute applications ranging from traditional laptops to convertible systems. Some edge compute applications rely less on built-in storage and instead rely on cloud storage for long-term archiving.

Enterprise Data Solutions. We define enterprise data solutions as applications that provide end-to-end solutions to businesses for the purpose of modular systems and scale-out storage. Applications can contain HDDs and SSDs and may offer file management systems, software and compute power, enabling both private and public clouds.

Participants in the data storage industry include:

Major subcomponent manufacturers. Companies that manufacture components or subcomponents used in data storage devices or solutions include companies that supply spindle motors, heads and media, and application specific integrated circuits (“ASICs”).

Storage device manufacturers. Companies that transform components into storage products include disk drive manufacturers and semiconductor storage manufacturers which integrate flash memory into storage products such as SSDs.

Storage solutions manufacturers and system integrators. Companies, such as OEMs, that bundle and package storage solutions, distributors that integrate storage hardware and software into end-user applications, CSPs that provide cloud based solutions to businesses for the purpose of scale-out storage solutions and modular systems, and producers of solutions such as storage racks.

Hyperscale data centers. Large hyperscale data center companies, many of which are CSPs, are increasingly designing their own storage subsystems and having them built by contract manufacturers for use inside their own data centers. This trend is reshaping the storage system and subsystem market and driving innovation in system design and changes in the competitive landscape of large storage system vendors.

Storage services. Companies that provide and host services and solutions, which include storage, backup, archiving, recovery and discovery of data.

Demand for Data Storage

The International Data Corporation (“IDC”) forecasted in its 2018 Digitization of the World study that the global datasphere will grow from 33 zettabytes in 2018 to 175 zettabytes by 2025. According to IDC, we are fast approaching a new era of the data age, which we expect will have a positive impact on storage demand. The digital transformation has given rise to many new applications, all of which rely on faster access to and a secure storage of an increasing amount of data.

As more applications require real-time decision making, more data processing and storage is moving near the edge of the network, which we believe will result in a buildup in private and edge cloud environments that will enable fast and secure access to data throughout the IoT ecosystem.

Factors contributing to the growth of digital content include:

	•		Creation, sharing and consumption of media-rich content, such as high-resolution photos, high definition videos and digital music through smart phones, tablets, digital cameras, personal video cameras, DVRs, gaming consoles or other digital devices;

	•		Increasing use of video surveillance and the emergence of new surveillance systems which feature higher resolution digital cameras and thus require larger data storage capacities;

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	•		Creation and collection of data through the development and evolution of the IoT ecosystem, big data analytics, artificial intelligence and new technology trends such as self-driving cars and drones, smart manufacturing, and smart cities;

	•		The growing need for analysis of and action upon data created at the edge instead of processing and analyzing such data at data centers, which is particularly the case in verticals such as autonomous vehicles, property monitoring systems, smart manufacturing and others;

	•		Continued advancement of the cloud, including the build out of large numbers of cloud data centers by CSPs and private companies transitioning on-site data centers into the cloud; and

	•		Need for protection of increased digital content through redundant storage on backup devices and externally provided storage services.

As a result of these factors, we anticipate that the nature and volume of content being created will require greater storage capability, which is more efficiently and economically facilitated by higher capacity storage devices in order to store, aggregate, host, distribute, analyze, manage, protect, backup and use such content.

In addition, the economics of storage infrastructure are also evolving with the utilization of public and private hyperscale storage and open-source solutions reducing the total cost of ownership of storage while increasing the speed and efficiency with which customers can leverage massive computing and storage devices. Accordingly, we expect these trends will continue to create significant demand for data storage solutions going forward.

Demand Trends

We believe that continued growth in digital content creation requires increasingly higher storage capacity in order to store, aggregate, host, distribute, analyze, manage, protect, back up and use such content. We also believe that as architectures evolve to serve the growing commercial and consumer user base throughout the world, the storage solutions will evolve as well.

We expect increased data creation will lead to the expansion of the need for storage in the form of HDDs, EDS and SSDs. While the advance of solid state technology in many end markets is expected to increase, we believe that in the foreseeable future, cloud, traditional enterprise, edge non-compute and edge compute markets that require high-capacity storage solutions will be best served by hard disk drives due to their ability to deliver the most cost effective, reliable and energy-efficient mass storage devices. We also believe that as hard disk drive capacities continue to increase, a focus exclusively on unit demand does not reflect the increase in demand for exabytes. As demand for higher capacity drives increases, the demand profile has shifted to reflect fewer total HDD units, but with higher average capacity per drive and higher overall exabyte demand.

Industry Supply Balance

From time to time, the storage industry has experienced periods of imbalance between supply and demand. To the extent that the storage industry builds or maintains capacity based on expectations of demand that do not materialize, price erosion may become more pronounced. Conversely, during periods where demand exceeds supply, price erosion is generally muted.

Our Business

Data Storage Technologies

The design and manufacturing of HDDs depends on highly advanced technology and manufacturing techniques. Therefore, it requires high levels of research and development spending and capital equipment investments. We design, fabricate and assemble a number of the most important components in our disk drives, including read/write heads and recording media. Our design and manufacturing operations are based on technology platforms that are used to produce various disk drive products that serve multiple data storage applications and markets. Our core technology platforms, including upcoming innovations like the throughput-optimizing MACH.2 and the high-capacity enabling heated-assisted magnetic reading (“HAMR”), are focused around the areal density of media and read/write head technologies. This design and manufacturing approach allows us to deliver a portfolio of disk drive products to service a wide range of data storage applications and industries.

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Disk drives that we manufacture are commonly differentiated by the following key characteristics:

	•		input/output operations per second (“IOPS”), commonly expressed in megabytes per second, which is the maximum number of reads and writes to a storage location;

	•		storage capacity, commonly expressed in terabytes (“TB”), which is the amount of data that can be stored on the disk drive;

	•		spindle rotation speed, commonly expressed in revolutions per minute (“RPM”), which has an effect on speed of access to data;

	•		interface transfer rate, commonly expressed in megabytes per second, which is the rate at which data moves between the disk drive and the computer controller;

	•		average seek time, commonly expressed in milliseconds, which is the time needed to position the heads over a selected track on the disk surface;

	•		data transfer rate, commonly expressed in megabytes per second, which is the rate at which data is transferred to and from the disk drive;

	•		product quality and reliability, commonly expressed in annualized return rates; and

	•		energy efficiency, commonly measured by the power output necessary to operate the disk drive.

Areal density is measured by storage capacity per square inch on the recording surface of a disk. The storage capacity of a disk drive is determined by the size and number of disks it contains as well as the areal density capability of these disks.

We also offer SSDs as part of our storage solutions portfolio. Our portfolio includes devices with SAS and NVMe interfaces. The SSDs differ from HDDs in that they are without mechanical parts.

SSDs store data on NAND flash memory cells, or metal-oxide semiconductor transistors using a charge on a capacitor to represent a binary digit. SSD technology offers fast access to data and robust performance. SSDs complement mission-critical enterprise applications, hyperscale applications, high-density data centers, cloud environments and web servers.

The SSHDs that we manufacture contain a technology that fuses some features of SSDs and HDDs. They include high capacity HDDs with flash memory that acts as a cache to improve performance of frequently accessed data.

Manufacturing

We design and produce our own read/write heads and recording media, which are critical technologies for disk drives. This integrated approach enables us to lower costs and to improve the functionality of components so that they work together efficiently.

We believe that because of our vertical design and manufacturing strategy, we are well suited to take advantage of the opportunities to leverage the close interdependence of components for disk drives. Our manufacturing efficiency and flexibility are critical elements of our integrated business strategy. We continuously seek to improve our manufacturing efficiency and reduce manufacturing costs by:

	•		employing manufacturing automation;

	•		employing machine learning algorithms and artificial intelligence;

	•		improving product quality and reliability;

	•		integrating our supply chain with suppliers and customers to enhance our demand visibility and reduce our working capital requirements;

	•		coordinating between our manufacturing group and our research and development organization to rapidly achieve volume manufacturing; and

	•		operating our facilities at optimal capabilities.

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A vertically integrated model, however, tends to have less flexibility when demand moderates as it exposes us to higher unit costs when capacity utilization is not optimized.

Components and Raw Materials

Disk drives incorporate certain components, including a head disk assembly and a printed circuit board mounted to the head disk assembly, which are sealed inside a rigid base and top cover containing the recording components in a contamination controlled environment. We maintain a highly integrated approach to our business by designing and manufacturing a significant portion of the components we view as critical to our products, such as read/write heads and recording media.

Read/Write Heads. The function of the read/write head is to scan across the disk as it spins, magnetically recording or reading information. The tolerances of read/write heads are extremely demanding and require state-of-the-art equipment and processes. Our read/write heads are manufactured with thin-film and photolithographic processes similar to those used to produce semiconductor integrated circuits, though challenges related to magnetic film properties and topographical structures are unique to the disk drive industry. We perform all primary stages of design and manufacture of read/write heads at our facilities. We use a combination of internally manufactured and externally sourced read/write heads, the mix of which varies based on product mix, technology and our internal capacity levels.

Media. Data is written to or read from the media, or disk, as it rotates at very high speeds past the read/write head. The media is made from non-magnetic substrates, usually an aluminum alloy or glass and is coated with thin layers of magnetic materials. We use a combination of internally manufactured and externally sourced finished media and aluminum substrates, the mix of which varies based on product mix, technology and our internal capacity levels. We purchase all of our glass substrates from third parties.

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 controller and interface, which communicates with the host computer. The ASICs and control chips form electronic circuitry that delivers instructions to a head positioning mechanism called an actuator to guide the heads to the selected track of a disk where the data is recorded or retrieved. Disk drive manufacturers use one or more industry standard interfaces such as serial advanced technology architecture (“SATA”), small computer system interface (“SCSI”), or SAS to communicate to the host systems.

Head Disk Assembly. The head disk assembly consists of one or more disks attached to a spindle assembly powered by a spindle motor that rotates the disks at a high constant speed around a hub. Read/write heads, mounted on an arm assembly, similar in concept to that of a record player, fly extremely close to each disk surface and record data on and retrieve it from concentric tracks in the magnetic layers of the rotating disks. The read/write heads are mounted vertically on an E-shaped assembly (“E-block”) that is actuated by a voice-coil motor to allow the heads to move from track to track. The E-block and the recording media are mounted inside the head disk assembly. We purchase spindle motors from outside vendors and from time to time participate in the design of the motors that go into our products.

Disk Drive Assembly. Following the completion of the head disk assembly, it is mated to the PCBA, and the completed unit goes through extensive defect mapping and machine learning prior to packaging and shipment. Disk drive assembly and machine learning operations occur primarily at our facilities located in China and Thailand. We perform subassembly and component manufacturing operations at our facilities in China, Malaysia, Northern Ireland, Singapore, Thailand and the United States.

Contract Manufacturing. We outsource the manufacturing and assembly of certain components and products to third parties in various countries worldwide. This includes outsourcing the PCBAs used in our disk drives, SSDs and storage subsystems. We continue to participate in the design of our components and products and are directly involved in qualifying key suppliers and components used in our products.

Suppliers of Components and Industry Constraints. There are a limited number of independent suppliers of components, such as recording heads and media, available to disk drive manufacturers. Vertically integrated disk drive manufacturers, who

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manufacture their own components, are less dependent on external component suppliers than less vertically integrated disk drive manufacturers. However, our business has been adversely affected by our suppliers’ capacity constraints in the past and this could occur again.

Commodity and Other Manufacturing Costs. The production of disk drives requires rare earth elements, precious metals, scarce alloys and industrial commodities, which are subject to fluctuations in price and the supply of which has at times been constrained. In addition to increased costs of components and commodities, volatility in fuel costs may also increase our costs related to commodities, manufacturing and freight. As a result, we may increase our use of alternative shipment methods to help offset any increase in freight costs, and we will continually review various forms of shipments and routes in order to minimize the exposure to higher freight costs.

Products

We offer a broad range of storage solutions for enterprise, data center, edge non-compute and edge compute applications. We offer more than one product within each product category and differentiate products on the basis of capacity, performance, product quality, reliability, price, form factor, interface, power consumption efficiency, security features and other customer integration requirements. Our industry is characterized by continuous and significant advances in technology which contribute to rapid product life cycles. Currently our product offerings include:

Enterprise Storage

Enterprise Capacity. Our enterprise capacity hard drives ship in 2.5-inch and 3.5-inch form factors and in storage capacities of up to 16TB. These products are designed for mass capacity data storage, server environments and cloud systems that require high capacity, enterprise reliability, energy efficiency and integrated security. They are available in SATA and SAS interfaces. We also offer low-cost storage options designed specifically for active archive storage environments.

Enterprise Performance HDDs and SSDs. We continue to support 10,000 and 15,000 RPM HDDs, which enable increased throughput and improve energy efficiency. Our enterprise SSDs are available in capacities up to 15TB with endurance options up to 10 drive writes per day (“DWPD”) and various interfaces. Our SSDs deliver the speed and consistency needed for demanding enterprise storage and server applications.

Edge Non-Compute Applications

Surveillance. Our surveillance HDDs are built to support the high-write workload of an always-on, always-recording video surveillance system. These surveillance optimized drives are built to support the growing needs of the surveillance market with support for multiple streams and capacities up to 16TB.

NAS. Our NAS drives are built to support the performance and reliability demanded by small and medium businesses, and incorporate interface software with custom-built health management, error recovery controls, power settings and vibration tolerance. Our NAS HDD solutions are available in capacities up to 16TB.

Video. Our Video HDDs are used in video applications like DVRs and media centers. These disk drives are optimized for video streaming in always-on applications with capacities up to 4TB to support leading-edge digital entertainment.

Gaming. Gaming HDDs are specifically optimized for console gaming usage. These products are designed to enhance the gaming experience during game-load and game-play and are available in capacities up to 8TB.

Consumer Solutions. Our external storage solutions are shipped under the Seagate Backup Plus and Expansion product lines, as well as under the LaCie and Maxtor brand names. These product lines are available in capacities up to 168TB. We strive to deliver the best customer experience, by leveraging our core technologies, offering services such as Seagate Recovery Services (data recovery) and partnering with leading brands such as Xbox, Sony and Adobe.

Edge Compute Applications

Desktop HDDs. Our 3.5-inch desktop drives ship in both traditional HDD and SSHD configurations and offer up to 14TB of capacity. Desktop drives are designed for applications such as personal computers and workstations.

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Mobile HDDs. Our 2.5-inch laptop drives ship in a variety of capacities (up to 5TB) and technologies (HDD and SSHD) to support mobile needs. Used in applications ranging from traditional laptops, convertible systems and external storage, our drives are built to address a range of performance needs and sizes for affordable, high capacity storage.

Customers

We sell our products to major OEMs, distributors and retailers.

OEM customers, including large hyperscale data center companies, typically enter into master purchase agreements with us. These agreements 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 most purchase orders without significant penalty. Anticipated orders from many of our customers have in the past failed to materialize or OEM delivery schedules have been deferred or altered as a result of changes in their business needs.

Our distributors generally enter into non-exclusive agreements for the resale of our products. They typically furnish us with a non-binding indication of their near-term requirements and product deliveries are generally scheduled accordingly. The agreements and related sales programs typically provide the distributors with limited rights of return and price protection rights. In addition, we offer sales programs to distributors on a quarterly and periodic basis to promote the sale of selected products in the sales channel.

Our retail channel consists of our branded storage products sold to retailers either by us directly or by our distributors. Retail sales made by us or our distributors typically require greater marketing support, sales incentives and price protection periods.

See “Item 8. Financial Statements and Supplementary Data—Note 13. B_usiness Segment and Geographic Information_” contained in this report for a description of our major customers.

Competition

We compete primarily with manufacturers of hard drives used in the enterprise, edge non-compute and edge compute applications and with other companies in the data storage industry that provide SSDs and EDS. Some of the principal factors used by customers to differentiate among data storage solutions manufacturers are storage capacity, product performance, product quality and reliability, price per unit and price per terabyte, storage/retrieval access times, data transfer rates, form factor, product warranty and support capabilities, supply continuity and flexibility, power consumption, total cost of ownership and brand. While different markets and customers place varying levels of emphasis on these factors, we believe that our products are competitive with respect to many of these factors in the markets that we currently address.

Principal Competitors. We compete with manufacturers of storage solutions and the principal manufacturers in the data storage solution industry include:

	•		Seagate, selling the Seagate, LaCie and Maxtor brands;

	•		Micron Technology, Inc.;

	•		Samsung Electronics;

	•		SK hynix, Inc.;

	•		Toshiba Memory Holdings Corporation;

	•		Toshiba Corporation; and

	•		Western Digital Corporation, operating the Western Digital and Hitachi Global Storage Technologies subsidiaries and SanDisk.

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Price Erosion. Historically, our industry has been characterized by price declines for data storage products with comparable capacity, performance and feature sets (“like-for-like products”). Price declines for like-for-like products (“price erosion”) tend to be more pronounced during periods of:

	•		economic contraction in which competitors may use discounted pricing to attempt to maintain or gain market share;

	•		few new product introductions when competitors have comparable or alternative product offerings; and

	•		industry supply exceeding demand.

Data storage manufacturers typically attempt to offset price erosion with an improved mix of data storage products characterized by higher capacity, better performance and additional feature sets and product cost reductions.

We believe the data storage industry experienced modest price erosion in fiscal years 2019, 2018 and 2017.

Product Life Cycles and Changing Technology. Success in our industry has been dependent to a large extent on the ability to balance the introduction and transition of new products with time-to-volume, performance, capacity and quality metrics at a competitive price, level of service and support that our customers expect. Generally, the drive manufacturer that introduces a new product first benefits from improved product mix, favorable profit margins and less pricing pressure until comparable products are introduced. Changing technology also necessitates on-going investments in research and development, which may be difficult to recover due to rapid product life cycles and economic declines. Further, there is a continued need to successfully execute product transitions and new product introductions, as factors such as quality, reliability and manufacturing yields continue to be of significant competitive importance.

Seasonality

The disk drive industry traditionally experiences seasonal variability in demand with higher levels of demand in the second half of the calendar year. This seasonality is driven by consumer spending in the back-to-school season from late summer to fall and the traditional holiday shopping season from fall to winter. Beyond traditional seasonality, variability of sales can be related to the timing of IT spending or a reflection of cyclical demand from CSPs based on the timing of their procurement and deployment requirements and the supply and demand balance of other components such as NAND and DRAM.

Research and Development

We are committed to developing new component technologies, products and alternative storage technologies. Our research and development focus is designed to bring new products to market in high volume, with quality attributes that our customers expect, before our competitors. Part of our product development strategy is to leverage a design platform and/or subsystem within product families to serve different market needs. This platform strategy allows for more efficient resource utilization, leverages best design practices, reduces exposure to changes in demand, and allows for achievement of lower costs through purchasing economies. Our advanced technology integration effort focuses disk drive and component research on recording subsystems, including read/write heads and recording media; market-specific product technology; and technology we believe may lead to new business opportunities. The primary purpose of our advanced technology integration effort is to ensure timely availability of mature component technologies for our product development teams as well as to allow us to leverage and coordinate those technologies in the design centers across our products in order to take advantage of opportunities in the marketplace.

Patents and Licenses

As of June 28, 2019, we had approximately 6,000 U.S. patents and 1,300 patents issued in various foreign jurisdictions as well as approximately 900 U.S. and 500 foreign patent applications pending. The number of patents and patent applications will vary at any given time as part of our ongoing patent portfolio management activity. Due to the rapid technological change that characterizes the data storage industry, we believe that, in addition to patent protection, the improvement of existing products, reliance upon trade secrets, protection of unpatented proprietary know-how and development of new products are also important to our business in establishing and maintaining a competitive advantage. Accordingly, we intend to continue our efforts to broadly protect our intellectual property, including obtaining patents, where available, in connection with our research and development program.

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The data storage industry is characterized by significant litigation arising from time to time relating to patent and other intellectual property rights. From time to time, we receive claims that our products infringe patents of third parties. Although we have been able to resolve some of those claims or potential claims without a material adverse effect on us, other claims have resulted in adverse decisions or settlements. In addition, other claims are pending, which if resolved unfavorably to us could have a material adverse effect on our business and results of operations. For more information on these claims, see “Item 8. Financial Statements and Supplementary Data—Note 14. Legal, Environmental and Other Contingencies.” The costs of engaging in intellectual property litigation in the past have been, and in the future may be, substantial, irrespective of the merits of 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 for our business is of limited indicative value in estimating future performance and results.

Environmental Matters

Our operations are subject to U.S. and foreign laws and regulations relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Some of our operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities.

We have established environmental management systems and continually update environmental policies and standard operating procedures for our operations worldwide. We believe that our operations are in material compliance with applicable environmental laws, regulations and permits. We budget for operating and capital costs on an ongoing basis to comply with environmental laws. If additional or more stringent requirements are imposed on us in the future, we could incur additional operating costs and capital expenditures.

Some environmental laws, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended, the “Superfund” law) and its state equivalents, can impose liability for the cost of cleanup of contaminated sites upon any of the current or former site owners or operators or upon parties who sent waste to these sites, regardless of whether the owner or operator owned the site at the time of the release of hazardous substances or the lawfulness of the original disposal activity. We have been identified as a responsible or potentially responsible party at several sites. At each of these sites, we have an assigned portion of the financial liability based on the type and amount of hazardous substances disposed of by each party at the site and the number of financially viable parties. We have fulfilled our responsibilities at some of these sites and remain involved in only a few at this time.

While our ultimate costs in connection with these sites are difficult to predict, based on current estimates of cleanup costs and our expected allocation of these costs, we do not expect costs in connection with these sites to be material.

We may be subject to various state, federal and international laws and regulations governing environmental matters, including those restricting the presence of certain substances in electronic products. For example, the European Union (“EU”) has enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment, which prohibits the use of certain substances, including lead, in certain products, including disk drives and server storage products, put on the market after July 1, 2006. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, Taiwan, China, Japan and others. The European Union REACH Directive (Registration, Evaluation, Authorization, and Restriction of Chemicals, EC 1907/2006) also restricts substances of very high concern (“SVHCs”) in products.

Employees

At June 28, 2019, we employed approximately 40,500 employees and temporary employees worldwide, of which approximately 33,500 were located in our Asia 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.

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Financial Information

Financial information for our reportable business segment and about geographic areas is set forth in “Item 8. Financial Statements and Supplementary Data-Note 13. Business Segment and Geographic Information.”

Corporate Information

Seagate Technology public limited company is a public limited company organized under the laws of Ireland.

Available Information

Availability of Reports. We are a reporting company under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), and we file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). Because we make filings to the SEC electronically, the public may access this information at the SEC’s website: www.sec.gov. This site contains reports, proxies and information statements and other information regarding issuers that file electronically with the SEC.

Website Access. Our website is www.seagate.com. We make available, free of charge at the “Investor Relations” section of our website (investors.seagate.com), our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the 1934 Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934 Exchange Act are also available on our website.

Investors. Investors and others should note that we routinely use the Investor Relations section of our website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in the Company to review the information that it shares on www.seagate.com. Information in, or that can be accessed through, our website is not incorporated into this Form 10-K.

Executive Officers

The following sets forth the name, age and position of each of the persons who were serving as executive officers as of August 2, 2019. There are no family relationships among any of our executive officers.

Name		Age				Positions
William D. Mosley			52			Director and Chief Executive Officer
Gianluca Romano			50			Executive Vice President and Chief Financial Officer
James J. Murphy(a)			60			Executive Vice President, Worldwide Sales and Marketing
Jeffrey D. Nygaard			55			Executive Vice President, Global Operations
Katherine E. Schuelke			56			Senior Vice President, Chief Legal Officer and Corporate Secretary

(a)	Mr. Murphy is leaving the Company and will remain for an interim transition period until December 31, 2019.

William D. Mosley, 52, has served as our Chief Executive Officer (“CEO”) since October 2017 and as a member of the Board since July 25, 2017. He was previously our President and Chief Operating Officer (“COO”) from June 2016 to September 2017. He also served as our President of Operations and Technology from October 2013 to June 2016 and as our Executive Vice President of Operations from March 2011 until October 2013. Prior to these positions, Dr. Mosley served as Executive Vice President, Sales and Marketing from February 2009 through March 2011; Senior Vice President of Global Disk Storage Operations from 2007 to 2009; and Vice President of Research and Development, Engineering from 2002 to 2007. He joined Seagate in 1996 as a Senior Engineer with a PhD in solid state physics. From 1996 to 2002, he served at Seagate in varying roles of increasing responsibility until his promotion to Vice President.

Gianluca Romano, 50, has served as our Executive Vice President and Chief Financial Officer since January 2019. From October 2011 to December 2018, Mr. Romano served as Corporate Vice President, Business Finance and Accounting at Micron Technology, Inc. Prior to his role at Micron, Mr. Romano served as Vice President Finance, Corporate Controller at Numonyx, Inc. from 2008 to 2010. From 1994 until 2008, Mr. Romano held various finance positions at STMicroelectronics, most recently as Group Vice-President, Central & North Europe Finance Director, Shared Accounting Services Director.

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James J. Murphy, 60, has served as our Executive Vice President of Worldwide Sales and Marketing since January 2017. From 2003 to 2016, Mr. Murphy was employed by Western Digital Corporation where he served in a variety of executive leadership roles including President of Western Digital Corporation, Executive Vice President of Worldwide Sales & Sales Operations, and Vice President of Asia Pacific sales. Mr. Murphy began his career with IBM in 1984 in the sales organization, where he held a number of sales roles with increasing responsibilities over a seven-year period.

Jeffrey D. Nygaard, 55, has served as our Executive Vice President, Operations, Product Development and Technology Development since November 2018. Mr. Nygaard also served as our Executive Vice President, Global Operations from October 2017 to November 2018; Senior Vice President, Global Operations and Supply Chain from March 2017 to October 2017; Senior Vice President, Recording Head Operations from May 2013 to February 2017; Vice President Slider, HGA, HSA Operations from 2011 to April 2013; Vice President and Country Manager, Thailand and Penang Operations from 2009 to 2011; Vice President and Country Manager, Thailand Operations and Asia Drive Engineering from 2006 to 2009; and Vice President, Product and Process Development from 2004 to 2006. From 1994 to 2006, Mr. Nygaard served in varying roles of increasing responsibilities in engineering at Seagate until his promotion to Vice President. Mr. Nygaard began his career with Raytheon and IBM where he held positions as a design engineer and senior engineer.

Katherine E. Schuelke, 56, has served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since June 2017. From 2011 to January 2016, Ms. Schuelke was the Senior Vice President, General Counsel and Secretary at Altera Corporation (“Altera”). Prior to that, Ms. Schuelke was Vice President, General Counsel, and Secretary at Altera from 2001 to 2011. At Altera, she held other positions of increasing responsibility from 1996 through 2001. Ms. Schuelke began her career at an international law firm.

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We operate in highly competitive markets and our failure to anticipate and respond to technological changes and other market developments, including price, could harm our ability to compete****.

We face intense competition in the data storage industry. Our principal sources of competition include:

	•		disk drive and SSD manufacturers, such as Micron Technology, Inc., Samsung Electronics, SK hynix, Inc., Toshiba Corporation, Toshiba Memory Holdings Corporation and Western Digital Corporation; and

	•		companies that provide storage subsystems and components to OEMs, including electronic manufacturing services (“EMS”) and contract electronic manufacturing (“CEM”).

The markets for our data storage products are characterized by technological change, which is driven in part by the adoption of new industry standards. These standards provide mechanisms to ensure technology component interoperability but they also hinder our ability to innovate or differentiate our products. When this occurs, our products may be deemed commodities, which could result in downward pressure on prices.

We also experience competition from other companies that produce alternative storage technologies such as flash memory, where increasing capacity, decreasing cost, energy efficiency and improvements in performance have resulted in increased competition with our lower capacity, smaller form factor disk drives. Some customers for both enterprise and edge compute applications have adopted SSDs as an alternative to hard drives in certain applications. Further adoption of alternative storage technologies may impact the competitiveness of our product portfolio and reduce our market share. Any resulting increase in competition could have a material adverse effect on our business, financial condition and results of operations.

In addition, the barriers to entry into our markets could be lowered, allowing large EMS and CEM companies that utilize general-purpose design skills to enter our markets and reduce the value of our specialized research and design skills. If our markets become more commoditized and we fail to deliver innovative, alternative products to our customers or match the price declines or cost efficiencies, we will have difficulty competing against the large EMS and CEM companies. This could result in lower profit margins or a loss of market share. Any significant decline in our market share in any of our principal markets would adversely affect our results of operations.

We must plan our investments in our products and incur costs before we have customer orders or know about the market conditions at the time the products are produced. If we fail to predict demand accurately for our products or if the markets for our products change, we may be unable to meet demand or we may have insufficient demand, which may materially adversely affect our financial condition and results of operations****.

Our industry operates primarily on quarterly purchasing cycles, with most of the orders typically coming at the end of each quarter. Our manufacturing process requires us to make significant product-specific investments in inventory each quarter for production in that quarter or a specific quarter in the future. As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or that may be substantially lower than expected. If actual demand for our products is lower than the forecast, we may also experience higher inventory carrying costs, manufacturing rework costs and product obsolescence. Conversely, if we underestimate demand, we may have insufficient inventory to satisfy demand and may have to forego sales.

Other factors that may affect our ability to anticipate or meet the demand for our products and adversely affect our results of operations include:

	•		competitive product announcements or technological advances that result in excess supply when customers cancel purchases in anticipation of newer products;

	•		variable demand resulting from unanticipated upward or downward pricing pressures;

	•		our ability to successfully qualify, manufacture and sell our data storage products;

	•		changes in our product mix, which may adversely affect our gross margins;

	•		manufacturing delays or interruptions, particularly at our manufacturing facilities in China, Malaysia, Northern Ireland, Singapore, Thailand or the United States;

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	•		limited access to components that we obtain from a single or a limited number of suppliers; and

	•		the impact of changes in foreign currency exchange rates on the cost of producing our products and the effective price of our products to foreign consumers.

In addition, we derive a portion of our revenues in each quarter from a number of relatively large orders. If one or more of our key customers decides to defer or cancel a purchase order or delay product acceptance in any given quarter, our revenues for that quarter may be significantly reduced and fall below our expectations. Conversely, if one of our key customers unexpectedly increases its orders, we may be unable to produce the additional product volumes in a timely manner or take advantage of any overall increased market demand. This could damage our customer relationships and reputation, which may adversely affect our results of operations.

Changes in demand for computer systems and storage subsystems may in the future cause a decline in demand for our products****.

Our products are components in computers, data storage systems and consumer electronic devices. Historically, the demand for these products has been volatile. Unexpected slowdowns in demand for computers, storage subsystems or consumer electronic devices generally result in sharp declines in demand for our products. Declines in consumer spending on the systems and devices that incorporate our products could have a material adverse effect on demand for our products and on our financial condition and results of operations.

Sales to the edge compute market remain an important part of our business. This market, however, has been, and we expect it to continue to be, adversely affected by:

	•		announcements or introductions of major new operating systems or semiconductor improvements or shifts in consumer preferences and behavior, such as the shift to tablet computers, smart phones, NAND flash memory or similar devices;

	•		longer product life cycles; and

	•		changes in macroeconomic conditions that cause consumers to spend less, such as the imposition of new tariffs and increased laws and regulations.

We believe these announcements and introductions from time to time have caused consumers to defer or cancel their purchases, making certain inventory obsolete. Whenever an oversupply of products in the market causes participants in our industry to have higher than anticipated inventory levels, we experience even more intense price competition from other manufacturers than usual, which may materially adversely affect our financial results. We believe that the deterioration of demand for disk drives in the edge compute market has accelerated, and this deterioration may continue or further accelerate, which could cause our operating results to suffer.

In addition, the demand for edge non-compute products is volatile. This volatility may be exacerbated by competing alternative storage technologies, such as flash memory, whic

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None.

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Our principal executive offices are located in Ireland. Our principal manufacturing facilities are located in China, Malaysia, Northern Ireland, Singapore, Thailand and the United States. Our principal product development facilities are located in California, Colorado, Minnesota and Singapore. Our leased facilities are occupied under leases that expire on various dates through 2082.

Our main material manufacturing, product development and marketing and administrative facilities at June 28, 2019 are as follows:

Location		Building(s) Owned or Leased		Approximate Square Footage				Primary Use
United States
California		Owned/Leased			554,000			Product development, marketing and administrative and operational offices
Colorado		Owned/Leased			528,000			Product development
Minnesota		Owned/Leased			1,096,000			Manufacture of recording heads and product development
Europe
Northern Ireland
Springtown		Owned			479,000			Manufacture of recording heads
Asia
China
Wuxi		Leased			704,000			Manufacture of drives and drive subassemblies
Malaysia
Johor		Owned(1)			631,000			Manufacture of substrates
Singapore
Woodlands		Owned/Leased(1)			1,511,000			Manufacture of media
Ayer Rajah		Owned(1)			410,000			Product development
Thailand
Korat		Owned/Leased			2,731,000			Manufacture of drives and drive subassemblies
Teparuk		Owned/Leased			422,000			Manufacture of drive subassemblies

(1)	Land leases for these facilities expire on various dates through 2068.

As of June 28, 2019, we owned or leased a total of approximately 11.0 million square feet of space worldwide. The 11.0 million square feet of owned or leased space includes a total of 1.3 million square feet that is currently unoccupied. Substantially all of this unoccupied space relates to owned facilities that are being actively marketed for disposition. We believe that our existing properties are in good operating condition and are suitable for the operations for which they are used.

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See “Item 8. Financial Statements and Supplementary Data—Note 14. Legal, Environmental and Other Contingencies.”

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Not applicable.

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PART II

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Market Information

Our ordinary shares trade on the NASDAQ Global Select Market under the symbol “STX.”

As of July 29, 2019, there were approximately 561 holders of record of our ordinary shares. We did not sell any of our equity securities during fiscal year 2019 that were not registered under the Securities Act of 1933, as amended.

Performance Graph

The performance graph below shows the cumulative total shareholder return on our ordinary shares for the period from June 27, 2014 to June 28, 2019. This is compared with the cumulative total return of the Dow Jones US Computer Hardware Index and the Standard & Poor’s 500 Stock Index (“S&P 500”) over the same period. The graph assumes that on June 27, 2014, $100 was invested in our ordinary shares and $100 was invested in each of the other two indices, with dividends reinvested on the date of payment without payment of any commissions. Dollar amounts in the graph are rounded to the nearest whole dollar. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

COMPARISON OF 60 MONTH

CUMULATIVE TOTAL RETURN*

Among Seagate Technology plc, The S&P 500 Index

And The Down Jones US Computer Hardware Index

		6/27/2014				7/3/2015				7/1/2016				6/30/2017				6/29/2018				6/28/2019
Seagate Technology plc		$	100.00			$	88.99			$	53.45			$	81.70			$	114.86			$	103.67
S&P 500			100.00				107.36				110.67				128.04				144.43				157.30
Dow Jones US Computer Hardware			100.00				122.81				98.01				145.23				183.74				192.41

*	$100 invested on 6/27/2014 in stock and in indices, including reinvestment of dividends.

Copyright © 2019 Bloomberg Finance L.P. All rights reserved.

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Dividends

Our ability to pay dividends in the future will be subject to, among other things, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment of dividends by our subsidiaries to us or by us to our ordinary shareholders, including restrictions imposed by covenants on our debt instruments.

Repurchases of Our Equity Securities

On October 29, 2018, our Board of Directors authorized the repurchase of an additional $2.3 billion of our outstanding ordinary shares and as a result, we had an aggregate authority to repurchase approximately $3.0 billion of its ordinary shares. As of June 28, 2019, $2.2 billion remained available for repurchase under the existing repurchase authorization limits. All repurchases are effected as redemptions in accordance with our Articles of Association. There is no expiration date on our repurchase authorizations.

The following table sets forth information with respect to all repurchases of our shares made during the fiscal year ended June 28, 2019, including shares withheld for statutory tax withholdings related to vesting of employee equity awards:

Period (In millions, except average price paid per share)		Total Number of Shares Purchased(1)				Average Price Paid per Share (1)				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
1st Quarter through 3rd Quarter of Fiscal Year 2019			14			$	45.74				14			$	2,544
March 30, 2019 through April 26, 2019			—				—				—				2,544
April 27, 2019 through May 24, 2019			3				46.32				3				2,421
May 25, 2019 through June 28, 2019			5				44.57				5				2,190
Through 4th Quarter of Fiscal Year 2019			22								22			$	2,190

(1)	Repurchase of shares including tax withholdings.

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The following selected consolidated financial data set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which are incorporated herein by reference, to fully understand factors that may affect the comparability of the information presented below.

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The Consolidated Statements of Operations data for the fiscal years ended June 28, 2019, June 29, 2018 and June 30, 2017, and the Consolidated Balance Sheets data as of June 28, 2019 and June 29, 2018, are derived from our audited Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. The Consolidated Statements of Operations data for the fiscal years ended July 1, 2016 and July 3, 2015, and the Consolidated Balance Sheets data at June 30, 2017, July 1, 2016 and July 3, 2015, are derived from our audited Consolidated Financial Statements that are not included in this Annual Report on Form 10-K.

		Fiscal Years Ended
(Dollars in millions, except per share data)		June 28, 2019				June 29, 2018				June 30, 2017				July 1, 2016				July 3, 2015
Revenue		$	10,390			$	11,184			$	10,771			$	11,160			$	13,739
Gross margin			2,932				3,364				3,174				2,615				3,809
Income from operations			1,487				1,634				1,054				445				2,058
Net income(a)			2,012				1,182				772				248				1,742
Total assets(b)			8,885				9,410				9,268				8,213				9,801
Total debt(b)			4,253				4,819				5,021				4,091				4,111
Equity		$	2,162			$	1,665			$	1,364			$	1,593			$	3,018
Net income per share:
Basic		$	7.13			$	4.10			$	2.61			$	0.83			$	5.38
Diluted			7.06				4.05				2.58				0.82				5.26
Number of shares used in per share calculations:
Basic			282				288				296				299				324
Diluted			285				292				299				302				331
Cash dividends declared per ordinary share		$	2.52			$	2.52			$	2.52			$	2.43			$	2.05

(a)

The Company recorded an income tax benefit of $640 million for fiscal year 2019. The Company’s fiscal year 2019 income tax benefit included a net tax benefit of $761 million primarily associated with the release of valuation allowance on deferred tax assets driven by improvements in its profitability outlook in the U.S., including its efforts to structurally and operationally align its EDS business with the rest of the Company.

(b)

The Company adopted ASU 2015-03, Interest—Imputation of interest: Simplifying the presentation of debt issuance costs, in fiscal year 2017 on a retrospective basis. The adoption of this guidance resulted in a reduction to Other assets, net and Long-term debt previously disclosed as of the fiscal years ended 2015 and 2016 by $44 million and $39 million, respectively, within the Consolidated Balance Sheets.

Supplementary Financial Data (Unaudited)

Quarterly Data

The Company operated and reported financial results based on 13-week quarters in fiscal years 2019 and 2018, which ended on the Friday closest to September 30, December 31, March 31 and June 30.

		Fiscal Year 2019 Quarters Ended
(In millions, except per share data)		June 28, 2019				March 29, 2019				December 28, 2018				September 28, 2018
Revenue		$	2,371			$	2,313			$	2,715			$	2,991
Gross margin			624				601				794				913
Income from operations			332				236				416				503
Net income (a)			983				195				384				450
Net income per share:
Basic		$	3.57			$	0.69			$	1.35			$	1.57
Diluted			3.54				0.69				1.34				1.54

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		Fiscal Year 2018 Quarters Ended
(In millions, except per share data)		June 29, 2018				March 30, 2018				December 29, 2017				September 29, 2017
Revenue		$	2,835			$	2,803			$	2,914			$	2,632
Gross margin			904				847				877				736
Income from operations			505				441				433				255
Net income			461				381				159				181
Net income per share:
Basic		$	1.61			$	1.33			$	0.55			$	0.62
Diluted			1.57				1.31				0.55				0.62

(a)

The Company recorded an income tax benefit of $692 million in the quarter ended June 28, 2019. The Company’s quarter ended June 28, 2019 income tax benefit included a net tax benefit of $761 million primarily associated with the release of valuation allowance on deferred tax assets driven by improvements in its profitability outlook in the U.S., including its efforts to structurally and operationally align its EDS business with the rest of the Company.

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The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended June 28, 2019, June 29, 2018 and June 30, 2017.

You should read this discussion in conjunction with “Item 6. Selected Financial Data” and “Item 8. Financial Statements and Supplementary Data” included elsewhere in this Annual Report on Form 10-K. Except as noted, references to any fiscal year mean the twelve-month period ending on the Friday closest to June 30 of that year. Accordingly, fiscal year 2019 comprised 52 weeks and ended on June 28, 2019. Fiscal year 2018 comprised 52 weeks and ended on June 29, 2018. Fiscal year 2017 comprised 52 weeks and ended on June 30, 2017. Fiscal year 2020 will be comprised of 53 weeks and will end on July 3, 2020. Fiscal year 2026 will also be comprised of 53 weeks and will end on July 3, 2026.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. Our MD&A is organized as follows:

	•		Fiscal Year 2019 Summary. Overview of financial and other highlights affecting us in fiscal year 2019.

	•		Results of Operations. Analysis of our financial results comparing fiscal years 2019 and 2018 to the prior-year periods.

	•		Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition including potential sources of liquidity.

	•		Contractual Obligations and Off-Balance Sheet Arrangements. Overview of contractual obligations and contingent liabilities and commitments outstanding as of June 28, 2019 and an explanation of off-balance sheet arrangements.

	•		Critical Accounting Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

	•		For an overview of our business, see “Part I—Item 1. Business—Overview.”

Fiscal Year 2019 Summary

During fiscal year 2019, we shipped 347 exabytes of HDD storage capacity. We generated revenue of $10.4 billion and gross margins of 28% and our operating cash flow was $1.8 billion. We received $1.3 billion from Toshiba Memory Holdings Corporation (“TMHC”, formerly known as “K.K. Pangea”) for the redemption of all of the outstanding shares of non-convertible preferred stock of TMHC held by us. We repurchased approximately 21 million of our ordinary shares for $963 million, paid $819 million for the repurchase of certain of our outstanding debt and paid $713 million in dividends. We entered into a new senior unsecured revolving credit facility (the “2019 Revolving Credit Facility”) and have $1.5 billion available as of June 28, 2019.

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Results of Operations

We list in the tables below summarized information from our Consolidated Statements of Operations by dollar amounts and as a percentage of revenue:

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				June 30, 2017
Revenue		$	10,390			$	11,184			$	10,771
Cost of revenue			7,458				7,820				7,597
Gross margin			2,932				3,364				3,174
Product development			991				1,026				1,232
Marketing and administrative			453				562				606
Amortization of intangibles			23				53				104
Restructuring and other, net			(22	)			89				178
Income from operations			1,487				1,634				1,054
Other expense, net			(115	)			(216	)			(239	)
Income before income taxes			1,372				1,418				815
(Benefit) provision for income taxes			(640	)			236				43
Net income		$	2,012			$	1,182			$	772

		Fiscal Years Ended
		June 28, 2019				June 29, 2018				June 30, 2017
Revenue			100	%			100	%			100	%
Cost of revenue			72				70				71
Gross margin			28				30				29
Product development			10				9				11
Marketing and administrative			4				5				5
Amortization of intangibles			—				—				1
Restructuring and other, net			—				1				2
Income from operations			14				15				10
Other expense, net			(1	)			(2	)			(2	)
Income before income taxes			13				13				8
(Benefit) provision for income taxes			(6	)			2				1
Net income			19	%			11	%			7	%

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The following table summarizes information regarding consolidated revenue by channel and geography, HDD price per terabyte and HDD exabytes shipped:

		Fiscal Years Ended
		June 28, 2019				June 29, 2018				June 30, 2017
Revenue by Channel (%)
OEMs			70	%			70	%			70	%
Distributors			17	%			17	%			17	%
Retailers			13	%			13	%			13	%
Revenue by Geography (%) (1)
Americas			32	%			33	%			33	%
EMEA			19	%			18	%			20	%
Asia Pacific			49	%			49	%			47	%
HDD Price per Terabyte		$	30			$	33			$	41
HDD Exabytes Shipped			347				338				263

(1)	Revenue is attributed to countries based on the bill from location.

Fiscal Year 2019 Compared to Fiscal Year 2018

Revenue

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				Change				% Change
Revenue		$	10,390			$	11,184			$	(794	)			(7	)%

Revenue in fiscal year 2019 decreased approximately 7% or $0.8 billion, from fiscal year 2018, primarily due to less favorable market conditions during the first half of the fiscal year and price erosion, partially offset by an increase in exabytes shipped.

Cost of Revenue and Gross Margin

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				Change				% Change
Cost of revenue		$	7,458			$	7,820			$	(362	)			(5	)%
Gross margin			2,932				3,364				(432	)			(13	)%
Gross margin percentage			28	%			30	%

For fiscal year 2019, gross margin as a percentage of revenue decreased compared to the prior fiscal year due to price erosion partially offset by improved product mix.

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Operating Expenses

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				Change				% Change
Product development		$	991			$	1,026			$	(35	)			(3	)%
Marketing and administrative			453				562				(109	)			(19	)%
Amortization of intangibles			23				53				(30	)			(57	)%
Restructuring and other, net			(22	)			89				(111	)			(125	)%
Operating expenses		$	1,445			$	1,730			$	(285	)

Product Development Expense. Product development expenses for fiscal year 2019 decreased by $35 million from fiscal year 2018 primarily due to a $38 million decrease in variable compensation expense, partially offset by a $5 million increase in other employee benefits.

Marketing and Administrative Expense. Marketing and administrative expenses for fiscal year 2019 decreased by $109 million from fiscal year 2018 primarily due to a $27 million decrease in salaries and related benefits as a result of the restructuring of our workforce in prior periods, a $44 million decrease in other general expenses due to related operational efficiencies, a $24 million decrease in variable compensation expense and a $14 million decrease in share-based compensation expense.

Amortization of Intangibles. Amortization of intangibles for fiscal year 2019 decreased by $30 million, as compared to fiscal year 2018, due to certain intangible assets reaching the end of their useful lives.

Restructuring and Other, net. Restructuring and other, net for fiscal year 2019 was comprised primarily of a $75 million net gain from the sale of a certain property partially offset by charges related to a voluntary early exit program.

Restructuring and other, net for fiscal year 2018 was comprised primarily of restructuring charges to reduce our workforce by approximately 1,100 employees. Restructuring and other, net also included a gain of $25 million from the sale of certain properties during fiscal year 2018.

Other expense, net

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				Change				% Change
Other expense, net		$	(115	)		$	(216	)		$	101				(47	)%

Other expense, net for fiscal year 2019 decreased by $101 million, as compared to fiscal year 2018 mainly due to a $56 million increase in interest income on our investment in a debt security, a $37 million net increase in gains on settlement of derivatives and a $13 million net decrease in interest expense due to the repayment of certain long-term debt.

Income Taxes

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				Change				% Change
(Benefit) provision for income taxes		$	(640	)		$	236			$	(876	)			(371	)%

We recorded an income tax benefit of $640 million for fiscal year 2019 compared to an income tax provision of $236 million for fiscal year 2018. Our fiscal year 2019 income tax benefit included a net tax benefit of $761 million primarily

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associated with the release of valuation allowance on deferred tax assets driven by improvements in our profitability outlook in the U.S., including our efforts to structurally and operationally align our EDS business with the rest of the Company. Our fiscal year 2018 income tax provision included approximately $204 million of tax expense associated with the revaluation of U.S. deferred tax assets as a result of the enactment of the U.S. Tax Cuts and Jobs Act (“the Tax Act”) on December 22, 2017, offset by the reversal of previously recorded unrecognized tax benefits of $7 million, and certain non-recurring items.

Our Irish tax resident parent holding company owns various U.S. and non-U.S. subsidiaries that operate in multiple non-Irish income tax jurisdictions. Our worldwide operating income is either subject to varying rates of income tax or is exempt from income tax due to tax incentive programs we operate under in Malaysia, Singapore and Thailand. These tax incentives are scheduled to expire in whole or in part at various dates through 2025. Certain tax incentives may be extended if specific conditions are met.

Our income tax benefit recorded for fiscal year 2019 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) a decrease in valuation allowance for certain deferred tax assets, primarily driven by improvements in our profitability outlook in the U.S.; and (ii) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax incentive programs and are considered indefinitely reinvested outside of Ireland. Our income tax provision recorded for fiscal year 2018 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax incentive programs and are considered indefinitely reinvested outside of Ireland; and (ii) a reduction in the net U.S. deferred tax assets associated with revaluation to a lower U.S. tax rate.

Based on our non-U.S. ownership 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 be less than the Irish statutory rate.

The Tax Act significantly revised U.S. corporate income tax law by, among other things, lowering U.S. corporate income tax rates from 35% to 21%, implementing a territorial tax system, and imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries.

The U.S. tax law changes, including limitations on various business deductions such as executive compensation under Internal Revenue Code §162(m), will not materially impact our current tax expense in the short-term due to our large net operating loss and tax credit carryovers. The Tax Act’s new international rules, including Global Intangible Low-Taxed Income (“GILTI”), Foreign Derived Intangible Income (“FDII”) and Base Erosion Anti-Avoidance Tax (“BEAT”), are effective beginning in fiscal year 2019. For fiscal year 2019, we have included these effects of the Tax Act in our financial statements and concluded the impact is not material.

As of the quarter ended September 28, 2018, pursuant to SEC Staff Accounting Bulletin (“SAB”) 118 (regarding the application of Accounting Standards Codification (“ASC”) 740—Income Taxes associated with the enactment of the Tax Act), we had considered SAB 118 and concluded our accounting under ASC 740 for the provisions of the Tax Act was complete. There were no adjustments deemed necessary in fiscal year 2019.

Fiscal Year 2018 Compared to Fiscal Year 2017

Revenue

		Fiscal Years Ended
(Dollars in millions)		June 29, 2018				June 30, 2017				Change				% Change
Revenue		$	11,184			$	10,771			$	413				4%

Revenue in fiscal year 2018 increased approximately 4% or $0.4 billion, from fiscal year 2017, as a result of an increase in exabytes shipped driven primarily by higher demand for our high capacity HDD product portfolio, partially offset by price erosion.

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Cost of Revenue and Gross Margin

		Fiscal Years Ended
(Dollars in millions)		June 29, 2018				June 30, 2017				Change				% Change
Cost of revenue		$	7,820			$	7,597			$	223				3%
Gross margin			3,364				3,174				190				6%
Gross margin percentage			30	%			29	%

For fiscal year 2018, gross margin as a percentage of revenue increased by 100 basis points compared to the prior fiscal year due to favorable product mix and improved factory utilization as a result of higher demand for our high capacity HDD product portfolio, partially offset by price erosion.

Operating Expenses

		Fiscal Years Ended
(Dollars in millions)		June 29, 2018				June 30, 2017				Change				% Change
Product development		$	1,026			$	1,232			$	(206	)			(17)%
Marketing and administrative			562				606				(44	)			(7)%
Amortization of intangibles			53				104				(51	)			(49)%
Restructuring and other, net			89				178				(89	)			(50)%
Operating expenses		$	1,730			$	2,120			$	(390	)

Product Development Expense. Product development expenses for fiscal year 2018 decreased by $206 million from fiscal year 2017 primarily due to a $97 million decrease in salaries and related benefits as a result of the restructuring of our workforce in prior periods, an $83 million decrease due to related operational efficiencies and a $26 million decrease due to impairment charges related to the closure of our Korea design center in fiscal year 2017, which did not recur in fiscal year 2018.

Marketing and Administrative Expense. Marketing and administrative expenses for fiscal year 2018 decreased by $44 million from fiscal year 2017 primarily due to a $54 million decrease in salaries and related benefits as a result of the restructuring of our workforce in prior periods, partially offset by an increase in other general expenses.

Amortization of Intangibles. Amortization of intangibles for fiscal year 2018 decreased by $51 million, as compared to fiscal year 2017, due to certain intangible assets reaching the end of their useful lives.

Restructuring and Other, net. Restructuring and other, net for fiscal year 2018 was comprised primarily of restructuring charges recorded during the fiscal quarters ended September 29, 2017 and December 29, 2017 to reduce our workforce by approximately 1,100 employees. Restructuring and other, net also included a gain of $25 million from the sale of certain properties previously classified as held for sale.

Restructuring and other, net for fiscal year 2017 was comprised of restructuring charges recorded during the fiscal quarters ended September 30, 2016 and March 31, 2017 to reduce our workforce by approximately 6,800 employees, as we continue to consolidate our global footprint across Asia, EMEA and the Americas.

Other expense, net

		Fiscal Years Ended
(Dollars in millions)		June 29, 2018				June 30, 2017				Change				% Change
Other expense, net		$	(216	)		$	(239	)		$	23				(10	)%

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Other expense, net for fiscal year 2018 decreased by $23 million, as compared to fiscal year 2017 due to a $26 million increase in interest income primarily driven by higher interest rates, a $9 million net decrease in losses related to strategic investments and a $6 million net decrease in losses due to favorable changes in foreign currency exchange rates, partially offset by an $18 million net increase in interest expense due to the issuance of $1.25 billion of Senior Notes in fiscal year 2017 and reduced by the subsequent repurchase of certain debt.

Income Taxes

		Fiscal Years Ended
(Dollars in millions)		June 29, 2018				June 30, 2017				Change				% Change
Provision for income taxes		$	236			$	43			$	193				449	%

We recorded an income tax provision of $236 million for fiscal year 2018 compared to an income tax provision of $43 million for fiscal year 2017. Our fiscal year 2018 income tax provision included approximately $204 million of tax expense associated with the revaluation of U.S. deferred tax assets as a result of the enactment of the Tax Act on December 22, 2017, offset by the reversal of previously recorded unrecognized tax benefits of $7 million, and certain non-recurring items. Our fiscal year 2017 income tax provision included approximately $2 million of net tax expense associated with various non-recurring items.

Our income tax provision recorded for fiscal year 2018 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax incentive programs and are considered indefinitely reinvested outside of Ireland; and (ii) a reduction in the net U.S. deferred tax assets associated with revaluation to a lower U.S. tax rate. Our income tax provision recorded for fiscal year 2017 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax incentive programs and are considered indefinitely reinvested outside of Ireland; (ii) a decrease in valuation allowance for certain deferred tax assets; and (iii) permanent differences.

Liquidity and Capital Resources

The following sections discuss our principal liquidity requirements, as well as our sources and uses of cash and our liquidity and capital resources. Our cash and cash equivalents are maintained in investments with remaining maturities of 90 days or less at the time of purchase. Our short-term investments consist primarily of money market funds, time deposits and certificates of deposit. The principal objectives of our investment policy are the preservation of principal and maintenance of liquidity. We believe our cash equivalents and short-term investments are liquid and accessible. We operate in some countries that have restrictive regulations over the movement of cash and/or foreign exchange across their borders. However, we believe our sources of cash have been and will continue to be sufficient to meet our cash needs for the next 12 months. We are not aware of any downgrades, losses or other significant deterioration in the fair value of our cash equivalents or short-term investments and we do not believe the fair value of our short-term investments has significantly changed from the values reported as of June 28, 2019.

Cash and Cash Equivalents

		As of
(Dollars in millions)		June 28, 2019				June 29, 2018				Change
Cash and cash equivalents		$	2,220			$	1,853			$	367

Our cash and cash equivalents increased by $367 million from June 29, 2018 as a result of net cash flow of $1.8 billion provided by operating activities and $1.3 billion cash inflows from the redemption of investment in non-convertible preferred stock of TMHC, offset by payments for capital expenditures of $602 million, net cash outflows for repurchase of our ordinary

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shares of $963 million, dividends paid out to shareholders of $713 million and net repayment of long-term debt of $574 million. The following table summarizes results from the Consolidated Statement of Cash Flows for the periods indicated:

		Fiscal Years Ended
(Dollars in millions)		June 28, 2019				June 29, 2018				June 30, 2017
Net cash flow provided by (used in):
Operating activities		$	1,761			$	2,113			$	1,916
Investing activities			846				(1,588	)			(459	)
Financing activities			(2,212	)			(1,211	)			(46	)
Effect of foreign currency exchange rates			(1	)			—				—
Net increase (decrease) in cash, cash equivalents and restricted cash		$	394			$	(686	)		$	1,411

Cash Provided by Operating Activities

Cash provided by operating activities for fiscal year 2019 was approximately $1.8 billion and includes the effects of net income adjusted for non-cash items including depreciation, amortization, share-based compensation, a release of valuation allowance related to our U.S. deferred tax assets and:

	•		a decrease of $204 million in accounts receivable, primarily due to lower revenue; and

	•		a decrease of $80 million in inventories, primarily due to a decrease in units built; partially offset by

	•		a decrease of $268 million in accounts payable, primarily due to a decrease in direct material purchases; and

	•		a decrease of $84 million in accrued employee compensation, primarily due to a decrease in our variable compensation expense.

Cash provided by operating activities for fiscal year 2018 was approximately $2.1 billion and includes the effects of net income adjusted for non-cash items including depreciation and amortization, deferred income taxes primarily due to the remeasurement of our U.S. deferred tax assets at the lower corporate tax rate, share-based compensation and:

	•		an increase of $65 million in accounts payable, primarily due to timing of payments of capital expenditures; and

	•		a decrease of $71 million in vendor receivables, primarily due to improved collections; partially offset by

	•		an increase of $71 million in inventories, primarily due to an increase in units built.

Cash provided by operating activities for fiscal year 2017 was approximately $1.9 billion and includes the effects of net income adjusted for non-cash items including depreciation and amortization, share-based compensation and:

	•		a decrease of $122 million in accounts receivable, primarily due to a decrease in revenue and improved collections; and

	•		an increase of $121 million in accounts payable, primarily due to timing of payments for material purchases; partially offset by

	•		an increase of $114 million in inventories, primarily due to an increase in units built in connection with our manufacturing footprint consolidating activities.

Cash Provided by (Used in) Investing Activities

In fiscal year 2019, we received $0.8 billion for net cash investing activities, which was primarily due to proceeds of $1.3 billion from the redemption of an investment in non-convertible preferred stock of TMHC and the proceeds of $144 million primarily from the sale of certain properties, partially offset by the payments for the purchase of property, equipment and leasehold improvements of approximately $602 million.

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In fiscal year 2018, we used $1.6 billion for net cash investing activities, which was primarily due to our investment in the TMHC debt security of $1.3 billion and the payments for the purchase of property, equipment and leasehold improvements of approximately $366 million, partially offset by the proceeds of $69 million from the sale of properties.

In fiscal year 2017, we used $459 million for net cash investing activities, which was primarily due to payments for the purchase of property, equipment and leasehold improvements of approximately $434 million.

Cash Used in Financing Activities

Net cash used in financing activities of $2.2 billion for fiscal year 2019 was primarily attributable to the following activities:

	•		$963 million in payments for repurchases of ordinary shares;

	•		$713 million in dividend payments; and

	•		$574 million net repayment of long-term debt.

Net cash used in financing activities of $1.2 billion for fiscal year 2018 was primarily attributable to the following activities:

	•		$726 million in dividend payments;

	•		$361 million in payments for repurchases of ordinary shares; and

	•		$214 million of repayments of long-term debt; offset by

	•		$113 million in proceeds from the issuance of ordinary shares under employee stock plans.

Net cash used in financing activities of $46 million for fiscal year 2017 was primarily attributable to the following activities:

	•		net proceeds of $1.2 billion received from issuance of $750 million of 4.25% Senior Notes due 2022 and $500 million of 4.875% Senior Notes due 2024;

	•		$86 million in proceeds from the issuance of ordinary shares under employee stock plans; offset by

	•		$561 million in dividend payments;

	•		$460 million in payments for repurchases of ordinary shares; and

	•		$316 million of redemption and repurchase of long-term debt.

Liquidity Sources

Our primary sources of liquidity as of June 28, 2019, consist of: (1) approximately $2.2 billion in cash and cash equivalents, (2) cash we expect to generate from operations and (3) $1.5 billion available for borrowing from our 2019 Revolving Credit Facility.

On February 20, 2019, we terminated our senior unsecured revolving credit facility scheduled to expire on January 15, 2020, under which we were able to draw up to $700 million. Upon termination, we and our subsidiary Seagate HDD Cayman entered into the 2019 Revolving Credit Facility, which provides us with a $1.3 billion senior unsecured revolving credit facility. On May 28, 2019, we increased our 2019 Revolving Credit Facility from $1.3 billion to $1.5 billion. The 2019 Revolving Credit Facility also allows us to increase the facility by up to an aggregate of $100 million provided that (i) there has been, and will be after giving effect to such increase, no default, (ii) the increase is at least $25 million and (iii) the existing commitments under the facility receive 0.50% most favored nation protection.

As of June 28, 2019, no borrowings were drawn and no letters of credit or swing line loans had been utilized under the 2019 Revolving Credit Facility.

The 2019 Revolving Credit Facility includes three financial covenants: (1) interest coverage ratio, (2) total leverage ratio and (3) a minimum liquidity amount. The 2019 Revolting Credit Facility has a final maturity of February 20, 2024.

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As of June 28, 2019, cash and cash equivalents held by non-Irish subsidiaries was $2.2 billion. This amount is potentially subject to taxation in Ireland upon repatriation by means of a dividend into our Irish parent. However, it is our intent to indefinitely reinvest earnings of non-Irish subsidiaries outside of Ireland and our current plans do not demonstrate a need to repatriate such earnings by means of a taxable Irish dividend. Should funds be needed in the Irish parent company and should we be unable to fund parent company activities through means other than a taxable Irish dividend, we would be required to accrue and pay Irish taxes on such dividend.

We believe that our sources of cash will be sufficient to fund our operations and meet our cash requirements for at least the next 12 months.

Cash Requirements and Commitments

Our liquidity requirements are primarily to meet our working capital, product development and capital expenditure needs, to fund scheduled payments of principal and interest on our indebtedness, and to fund our quarterly dividend and any future strategic investments. Our ability to fund these requirements will depend on our future cash flows, which are determined by future operating performance, and therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.

On July 30, 2019, our Board of Directors declared a quarterly cash dividend of $0.63 per share, which will be payable on October 9, 2019 to shareholders of record as of the close of business on September 25, 2019.

As of June 28, 2019, we were in compliance with all of the covenants under our debt agreements. Based on our current outlook, we expect to be in compliance with the covenants in our debt agreements over the next 12 months.

The carrying value of our debt as of June 28, 2019 and June 29, 2018 was $4.3 billion and $4.8 billion, respectively. The table below presents the principal amounts of our outstanding debt:

		As of
(Dollars in millions)		June 28, 2019				June 29, 2018				Change
3.75% Senior Notes due November 2018		$	—			$	499			$	(499	)
4.25% Senior Notes due March 2022			750				750				—
4.75% Senior Notes due June 2023			941				951				(10	)
4.875% Senior Notes due March 2024			500				500				—
4.75% Senior Notes due January 2025			920				975				(55	)
4.875% Senior Notes due June 2027			690				697				(7	)
5.75% Senior Notes due December 2034			490				490				—
		$	4,291			$	4,862			$	(571	)

From time to time, we may repurchase any of our outstanding ordinary shares through private, open market, or broker assisted purchases, tender offers, or other means. During fiscal year 2019, we repurchased approximately 22 million of our ordinary shares including shares withheld for statutory tax withholdings related to vesting of employee equity awards. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Repurchases of Our Equity Securities.” As of June 28, 2019, $2.2 billion remained available for repurchase under our existing repurchase authorization limit. All repurchases are effected as redemptions in accordance with our Articles of Association.

For fiscal year 2020, we expect capital expenditures to be within our long-term targeted range of 6% to 8% of revenue. We require substantial amounts of cash to fund any increased working capital requirements, future capital expenditures, scheduled payments of principal and interest on our indebtedness and payments of dividends. We will continue to evaluate and manage the retirement and replacement of existing debt and associated obligations, including evaluating the issuance of new debt securities, exchanging existing debt securities for other debt securities and retiring debt pursuant to privately negotiated transactions, open market purchases, tender offers or other means or otherwise. In addition, we may selectively pursue strategic alliances, acquisitions, joint ventures and investments, which may require additional capital.

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Contractual Obligations and Commitments

Our contractual cash obligations and commitments as of June 28, 2019, are summarized in the table below:

						Fiscal Year(s)
(Dollars in millions)		Total				2020				2021-2022				2023-2024				Thereafter
Contractual Cash Obligations:
Long-term debt		$	4,291			$	—			$	750			$	1,441			$	2,100
Interest payments on debt			1,364				206				412				305				441
Purchase obligations (1)			1,382				1,170				35				53				124
Operating leases (2)			125				20				26				13				66
Capital expenditures			322				299				23				—				—
Other funding requirements (3)			12				11				1				—				—
Subtotal			7,496				1,706				1,247				1,812				2,731
Commitments:
Letters of credit or bank guarantees			105				93				1				—				11
Total		$	7,601			$	1,799			$	1,248			$	1,812			$	2,742

(1)	Purchase obligations are defined as contractual obligations for the purchase of goods or services, which are enforceable and legally binding on us, and that specify all significant terms.

(2)	Includes total future minimum rent expense under non-cancelable leases for both occupied and vacated facilities (rent expense is shown net of sublease income).

(3)	Consists of funding requirements related to strategic commitments.

As of June 28, 2019, we had a liability for unrecognized tax benefits and an accrual for the payment of related interest totaling $4 million, none of which is expected to be settled within one year. Outside of one year, we are unable to make a reasonably reliable estimate of when cash settlement with a taxing authority will occur.

Off-Balance Sheet Arrangements

As of June 28, 2019, we did not have any material off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. The SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of our financial condition and operating results, and require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are highly uncertain at the time of estimation. Based on this definition, our most critical accounting policies include: Revenue—Sales Program Accruals, Warranty, Income taxes and Assessing Goodwill and Other Long-lived Assets for Impairment. Below, we discuss these policies further, as well as the estimates and judgments involved. We also have other accounting policies and accounting estimates relating to uncollectible customer accounts, valuation of inventories, valuation of share-based payments and restructuring. We believe that these other accounting policies and accounting estimates either do not generally require us to make estimates and judgments that are as difficult or as subjective, or it is less likely that they would have a material impact on our reported results of operations for a given period.

Revenue—Sales Program Accruals. We record estimated variable consideration at the time of revenue recognition as a reduction to revenue. Variable consideration generally consists of sales incentive programs, such as price protection and volume incentives aimed at increasing customer demand. For OEM sales, rebates are typically established by estimating the most likely amount of consideration expected to be received based on an OEM customer’s volume of purchases from us or other agreed upon rebate programs. For the distribution and retail channel, these sales incentive programs typically involve

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estimating the most likely amount of rebates related to a customer’s level of sales, order size, advertising or point of sale activity as well as the expected value of price protection adjustments based on historical analysis and forecasted pricing environment. In fiscal years 2019, 2018 and 2017, total sales programs were approximately 11% of gross revenue. Adjustments to revenues due to under or over accruals for sales programs related to revenues reported in prior quarterly periods were less than 1% of gross revenue in fiscal years 2019, 2018 and 2017.

Warranty. We estimate probable product warranty costs at the time revenue is recognized. We generally provide a warranty on our products for a period of 1 to 5 years. Our warranty provision considers estimated product failure rates and trends (including the timing of product returns during the warranty periods), and estimated repair or replacement costs related to product quality issues, if any. We also exercise judgment in estimating our ability to sell refurbished products. Our judgment is subject to a greater degree of subjectivity with respect to newly introduced products because of limited experience with those products upon which to base our warranty estimates.

Income Taxes. We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, recognition of income and deductions and calculation of specific tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for income tax and financial statement purposes, as well as tax liabilities associated with uncertain tax positions. The calculation of tax liabilities involves uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the Internal Revenue Service or other tax jurisdictions. If estimates of these tax liabilities are greater or less than actual results, an additional tax provision or benefit will result. The deferred tax assets we record each period depend primarily on our ability to generate future taxable income in the United States and certain non-U.S. jurisdictions. Each period, we evaluate the need for a valuation allowance for our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change.

Assessing Goodwill and Other Long-lived Assets for Impairment. We perform a qualitative assessment in the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount. Based on the qualitative assessment, if it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company is not required to perform the quantitative goodwill impairment test. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, including goodwill, then we perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit.

We evaluate other long-lived assets, including property, equipment and leasehold improvements and other intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable. We assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability assessment indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group and compare it to its carrying value. The excess of the carrying value over the fair value is allocated pro rata to derive the adjusted carrying value of each asset in the asset group. The adjusted carrying value of each asset in the asset group is not reduced below its fair value.

Recent Accounting Pronouncements

See “Item 8. Financial Statements and Supplementary Data—Note 1. Basis of Presentation and Summary of Significant Accounting Policies” for information regarding the effect of new accounting pronouncements on our financial statements.

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We have exposure to market risks due to the volatility of interest rates, foreign currency exchange rates, credit rating changes and equity and bond markets. A portion of these risks may be hedged, but fluctuations could impact our results of operations, financial position and cash flows.

Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to our cash investment portfolio. As of June 28, 2019, we had no available-for-sale debt securities that had been in a continuous unrealized loss position for a period greater than 12 months. We determined no available-for-sale debt securities were other-than-temporarily impaired as of June 28, 2019.

We have fixed rate debt obligations. We enter into debt obligations for general corporate purposes including capital expenditures and working capital needs.

The table below presents principal amounts and related fixed or weighted-average interest rates by year of maturity for our investment portfolio and debt obligations as of June 28, 2019.

		Fiscal Years Ended
(Dollars in millions, except percentages)		2020				2021				2022				2023				2024				Thereafter				Total				Fair Value at June 28, 2019
Assets
Cash equivalents:
Floating rate		$	580			$	—			$	—			$	—			$	—			$	—			$	580			$	580
Average interest rate			2.42	%																							2.42	%
Other debt securities
Fixed rate		$	—			$	3			$	—			$	—			$	—			$	4			$	7			$	7
Average interest rate							5.00	%																			5.00	%
Debt
Fixed rate		$	—			$	—			$	750			$	941			$	500			$	2,100			$	4,291			$	4,349
Average interest rate											4.25	%			4.75	%			4.88	%			5.02	%			4.81	%

Foreign Currency Exchange Risk. From time to time, we may enter into foreign currency forward exchange contracts to manage exposure related to certain foreign currency commitments and anticipated foreign currency denominated expenditures. Our policy prohibits us from entering into derivative financial instruments for speculative or trading purposes. At this time, we have not identified any material exposure associated with the potential changes related to the British vote to exit the European Union.

We hedge portions of our foreign currency denominated balance sheet positions with foreign currency forward exchange contracts to reduce the risk that our earnings will be adversely affected by changes in currency exchange rates. The change in fair value of these contracts is recognized in earnings in the same period as the gains and losses from the remeasurement of the assets and liabilities. All these foreign currency forward exchange contracts mature within 12 months.

We did not have any material net gains (losses) recognized in Cost of revenue, or Other, net for cash flow hedges due to hedge ineffectiveness or discontinued cash flow hedges during the fiscal years 2019 and 2018.

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The table below provides information as of June 28, 2019 about our foreign currency forward exchange contracts. The table is provided in U.S. dollar equivalent amounts and presents the notional amounts (at the contract exchange rates) and the weighted-average contractual foreign currency exchange rates.

(Dollars in millions, except average contract rate)		Notional Amount				Average Contract Rate				Estimated Fair Value(1)
Foreign currency forward exchange contracts:
Singapore Dollar		$	100			$	1.36			$	1
Chinese Renminbi			99			$	6.84				(1	)
British Pound Sterling			18			$	0.80				—
Total		$	217							$	—

(1)	Equivalent to the unrealized net gain (loss) on existing contracts.

Other Market Risks. We have exposure to counterparty credit downgrades in the form of credit risk related to our foreign currency forward exchange contracts and our fixed income portfolio. We monitor and limit our credit exposure for our foreign currency forward exchange contracts by performing ongoing credit evaluations. We also manage the notional amount of contracts entered into with any one counterparty, and we maintain limits on maximum tenor of contracts based on the credit rating of the financial institution. Additionally, the investment portfolio is diversified and structured to minimize credit risk.

Changes in our corporate issuer credit ratings have minimal impact on our near term financial results, but downgrades may negatively impact our future ability to raise capital, increase the cost of such capital and our ability to execute transactions with various counterparties.

We are subject to equity market risks due to changes in the fair value of the notional investments selected by our employees as part of our Non-qualified Deferred Compensation Plans—the Seagate Deferred Compensation Plans (the “SDCPs”). We entered into a Total Return Swap (“TRS”) in order to manage the equity market risks associated with the SDCPs liabilities. We pay a floating rate, based on the London Inter-Bank Offered Rate (“LIBOR”) plus an interest rate spread, on the notional amount of the TRS. The TRS is designed to substantially offset changes in the SDCPs liabilities due to changes in the value of the investment options made by employees. See “Item 8. Financial Statements and Supplementary Data—Note 8. Derivative Financial Instruments” of this Report on Form 10-K.

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Table of Contents		Page
Consolidated Balance Sheets			50
Consolidated Statements of Operations			51
Consolidated Statements of Comprehensive Income			52
Consolidated Statements of Cash Flows			53
Consolidated Statements of Shareholders’ Equity			54
Notes to Consolidated Financial Statements			55
Note 1. Basis of Presentation and Summary of Significant Accounting Policies			55
Note 2. Balance Sheet Information			61
Note 3. Revenue			65
Note 4. Goodwill and Other Intangible Assets			65
Note 5. Restructuring and Exit Costs			66
Note 6. Debt			67
Note 7. Income Taxes			70
Note 8. Derivative Financial Instruments			74
Note 9. Fair Value			76
Note 10. Shareholders’ Equity			80
Note 11. Share-Based Compensation			81
Note 12. Earnings Per Share			87
Note 13. Business Segment and Geographic Information			87
Note 14. Legal, Environmental and Other Contingencies			88
Note 15. Commitments			90
Note 16. Guarantees			90
Note 17. Subsequent Events			92
Report of Independent Registered Public Accounting Firm			93

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SEAGATE TECHNOLOGY PLC

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

		June 28, 2019				June 29, 2018
ASSETS
Current assets:
Cash and cash equivalents		$	2,220			$	1,853
Accounts receivable, net			989				1,184
Inventories			970				1,053
Other current assets			184				220
Total current assets			4,363				4,310
Property, equipment and leasehold improvements, net			1,869				1,792
Investment in debt security			—				1,275
Goodwill			1,237				1,237
Other intangible assets, net			111				188
Deferred income taxes			1,114				417
Other assets, net			191				191
Total Assets		$	8,885			$	9,410
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	1,420			$	1,728
Accrued employee compensation			169				253
Accrued warranty			91				112
Current portion of long-term debt			—				499
Accrued expenses			552				598
Total current liabilities			2,232				3,190
Long-term accrued warranty			104				125
Long-term accrued income taxes			4				10
Other non-current liabilities			130				100
Long-term debt, less current portion			4,253				4,320
Total Liabilities			6,723				7,745
Commitments and contingencies (See Notes 14 and 15)
Shareholders’ Equity:
Preferred shares, $0.00001 par value per share—100,000,000 authorized; no shares issued or outstanding			—				—
Ordinary shares, $0.00001 par value per share—1,250,000,000 authorized; 269,097,971 issued and outstanding at June 28, 2019 and 287,170,363 issued and outstanding at June 29, 2018			—				—
Additional paid-in capital			6,545				6,377
Accumulated other comprehensive loss			(34	)			(16	)
Accumulated deficit			(4,349	)			(4,696	)
Total Shareholders’ Equity			2,162				1,665
Total Liabilities and Shareholders’ Equity		$	8,885			$	9,410

See notes to consolidated financial statements.

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SEAGATE TECHNOLOGY PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

		Fiscal Years Ended
		June 28, 2019				June 29, 2018				June 30, 2017
Revenue		$	10,390			$	11,184			$	10,771
Cost of revenue			7,458				7,820				7,597
Product development			991				1,026				1,232
Marketing and administrative			453				562				606
Amortization of intangibles			23				53				104
Restructuring and other, net			(22	)			89				178
Total operating expenses			8,903				9,550				9,717
Income from operations			1,487				1,634				1,054
Interest income			84				38				12
Interest expense			(224	)			(236	)			(222	)
Other, net			25				(18	)			(29	)
Other expense, net			(115	)			(216	)			(239	)
Income before income taxes			1,372				1,418				815
(Benefit) provision for income taxes			(640	)			236				43
Net income		$	2,012			$	1,182			$	772
Net income per share:
Basic		$	7.13			$	4.10			$	2.61
Diluted			7.06				4.05				2.58
Number of shares used in per share calculations:
Basic			282				288				296
Diluted			285				292				299
Cash dividends declared per ordinary share		$	2.52			$	2.52			$	2.52

See notes to consolidated financial statements.

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SEAGATE TECHNOLOGY PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

| | | | | | | | | | | | | | | --- | ---

Showing the first 8K of 185K characters. Open the full section

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Not applicable.

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Conclusions Regarding Disclosure Controls and Procedures

Our chief executive officer and our chief financial officer have concluded, based on the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) by our management, with the participation of our chief executive officer and our chief financial officer, that our disclosure controls and procedures were effective as of June 28, 2019.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

Based on our evaluation under the 2013 framework in Internal Control—Integrated Framework, our management has concluded that our internal control over financial reporting was effective as of June 28, 2019. The effectiveness of our internal control over financial reporting as of June 28, 2019 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, as stated in their report that is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our chief executive officer and chief financial 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 matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Seagate have been detected. An evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 28, 2019. Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

| --- | --- |

Not applicable.

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PART III

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The information regarding our directors and compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, set forth in the sections entitled “Proposal 1—Election of Directors,” “Corporate Governance” and “Section 16(A) Beneficial Ownership Reporting Compliance,” in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K are hereby incorporated by reference in this section. In addition, the information set forth in Part I of this report under “Item 1. Business—Executive Officers” is also incorporated by reference in this section.

We have adopted a Code of Ethics that applies to the Chief Executive officer, the Chief Financial Officer, and the principal accounting officer or controller or persons performing similar functions. This Code of Ethics is available on our Website and may be found at www.seagate.com/investors/governance/code-of-ethics/.

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our Website in the location specified above for the Code of Ethics.

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The information regarding executive compensation required by this Item 11 set forth in the section entitled “Compensation of Named Executive Officers” in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

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The information regarding security ownership beneficial owners and management and related shareholders and equity compensation plans required by this Item 12 set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

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The information regarding certain relationships, related transactions and director independence required by this Item 13 set forth in the section entitled “Certain Relationships and Related Transactions” in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

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The information regarding principal accountant fees and services required by this Item 14 set forth in the section entitled “Fees of the Independent Auditors” in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

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PART IV

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(a)	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 8:

		Page No.
Consolidated Balance Sheets			50
Consolidated Statements of Operations			51
Consolidated Statements of Comprehensive Income			52
Consolidated Statements of Cash Flows			53
Consolidated Statements of Shareholders’ Equity			54
Notes to Consolidated Financial Statements			55
Reports of Independent Registered Public Accounting Firm			93

2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is included in the Financial Statements or in the notes thereto.

(b)	Exhibits. The following exhibits, as required by Item 601 of Regulation S-K are attached or incorporated by reference as stated below.

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EXHIBIT INDEX

				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
2.1		Scheme of Arrangement among Seagate Technology, Seagate Technology plc 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)		DEF 14A			001-31560				Annex A				3/5/2010
3.1		Constitution of Seagate Technology public limited company as amended and restated by Special Resolution dated October 19, 2016		8-K			001-31560				3.1				10/24/2016
3.2		Certificate of Incorporation of Seagate Technology plc		10-K			001-31560				3.2				8/20/2010
4.1		Description of Securities																X
4.2		Specimen Ordinary Share Certificate		10-K			001-31560				4.1				8/20/2010
4.3		First Supplemental Indenture, dated as of March 1, 2010, among Seagate Technology International, Seagate HDD Cayman and U.S. Bank National Association, as trustee, amending and supplementing the Indenture, dated as of September 20, 2006, among Seagate Technology HDD Holdings, Seagate Technology and U.S. Bank National Association, as trustee		8-K			001-31560				10.2				3/3/2010
4.4		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		8-K			001-31560				4.1				5/14/2010
4.5		Form of 6.875% Senior Notes due 2020 of Seagate HDD Cayman		8-K			001-31560				4.1				5/14/2010
4.6		Registration Rights Agreement dated as of May 13, 2010, among Seagate HDD Cayman, Seagate Technology and Morgan Stanley & Co. Incorporated and Bank of America Securities LLC		8-K			001-31560				4.3				5/14/2010
4.7		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 Wells Fargo Bank, National Association, as trustee, amending and supplementing the Indenture, dated as of May 13, 2010, among Seagate HDD Cayman, as issuer, Seagate Technology, as guarantor, and Wells Fargo Bank, National Association, as trustee		8-K			001-31560				10.1				7/6/2010

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
4.8		Indenture dated as of May 18, 2011, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee		8-K			001-31560				4.1				5/18/2011
4.9		Form of 7.000% Senior Note due 2021		8-K			001-31560				4.1				5/18/2011
4.10		Registration Rights Agreement dated as of May 18, 2011, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. Incorporated		8-K			001-31560				4.3				5/18/2011
4.11		Indenture dated as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee		8-K			001-31560				4.1				5/22/2013
4.12		Form of 4.75% Senior Note due 2023		8-K			001-31560				4.1				5/22/2013
4.13		Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.3				5/22/2013
4.14		Indenture dated as of November 5, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee		8-K			001-31560				4.1				11/5/2013
4.15		Form of 3.75% Senior Note due 2018		8-K			001-31560				4.1				11/5/2013
4.16		Registration Rights Agreement dated as of November 5, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.3				11/5/2013
4.17		Indenture dated as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and U.S. Bank National Association, as trustee		8-K			001-31560				4.1				5/28/2014
4.18		Form of 4.75% Senior Note due 2025		8-K			001-31560				4.1				5/28/2014
4.19		Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.3				5/28/2014
4.20		Indenture dated as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate Technology plc, as guarantor and U.S. Bank National Association, as trustee.		8-K			001-31560				4.1				12/2/2014
4.21		Form of 5.75% Senior Note due 2034		8-K			001-31560				4.1				12/2/2014
4.22		Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.3				12/2/2014

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
4.23		Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee		8-K			001-31560				4.1				2/3/2017
4.24		Form of 4.250% Senior Note due 2022		8-K			001-31560				4.1				2/3/2017
4.25		Indenture for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee		8-K			001-31560				4.3				2/3/2017
4.26		Form of 4.875% Senior Note due 2024		8-K			001-31560				4.3				2/3/2017
4.27		Registration Rights Agreement for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.5				2/3/2017
4.28		Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.6				2/3/2017
4.29		Indenture dated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee		8-K			001-31560				4.1				5/14/2015
4.30		Form of 4.875% Senior Note due 2027		8-K			001-31560				4.1				5/14/2015
4.31		Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC		8-K			001-31560				4.3				5/14/2015
10.1+		Amended Seagate Technology plc 2001 Share Option Plan		10-K			001-31560				10.2				8/20/2010
10.2+		Seagate Technology plc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)		10-K			001-31560				10.3				8/20/2010
10.3+		Amended Seagate Technology plc 2004 Share Compensation Plan		10-K			001-31560				10.6				8/20/2010
10.4+		Seagate Technology 2004 Stock Compensation Plan Form of Option Agreement (For Outside Directors)		10-Q			001-31560				10.7				11/4/2009
10.5+		Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)		10-K			001-31560				10.13				8/20/2010

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
10.6+		Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Performance Share Bonus Grant and Agreement (includes Compensation Recovery Policy)		10-K			001-31560				10.16				8/20/2010
10.7+		Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy)		10-Q			001-31560				10.19				11/3/2010
10.8+		Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement		10-Q			001-31560				10.56				10/27/2011
10.9+		Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 2016		10-Q			001-31560				10.4				10/27/2017
10.10+		Form of Outside Directors Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan		10-Q			001-31560				10.4				1/26/2017
10.11+		Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan		10-Q			001-31560				10.3				1/26/2017
10.12+		Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan		10-Q			001-31560				10.2				1/26/2017
10.13+		Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan		10-Q			001-31560				10.1				1/26/2017
10.14+		Seagate Technology plc Amended and Restated Employee Stock Purchase Plan		8-K			001-31560				10.1				10/18/2017
10.15+		Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology public limited company		10-Q			001-31560				10.1				1/29/2016
10.16+		2015 Seagate Deferred Compensation Plan		10-Q			001-31560				10.3				1/30/2015
10.16(a)+		First Amendment to the 2015 Seagate Deferred Compensation Plan		10-Q			001-31560				10.1				10/30/2015
10.16(b)+		Second Amendment to the 2015 Seagate Deferred Compensation Plan																X
10.16(c)+		Third Amendment to the 2015 Seagate Deferred Compensation Plan		10-Q			001-31560				10.6				2/4/2019
10.17+		Seagate 2009 Deferred Compensation Plan																X
10.17(a)+		First Amendment to 2009 Seagate Deferred Compensation Plan		10-Q			001-31560				10.26				5/5/2010

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
10.17(b)+		Second Amendment to 2009 Seagate Deferred Compensation Plan		10-Q			001-31560				10.21				5/3/2011
10.17(c)+		Third Amendment to 2009 Seagate Deferred Compensation Plan		10-Q/A			001-31560				10.56				1/31/2013
10.17(d)+		Fourth Amendment to 2009 Seagate Deferred Compensation Plan		10-Q			001-31560				10.4				1/30/2015
10.17(e)+		Fifth Amendment to 2009 Seagate Deferred Compensation Plan		10-Q			001-31560				10.7				2/4/2019
10.18+		2010 Restated Seagate Deferred Compensation Plan		10-Q			001-31560				10.27				5/5/2010
10.18(a)+		First Amendment to the 2010 Restated Seagate Deferred Compensation Plan		10-Q			001-31560				10.4				2/4/2019
10.19+		Seagate Deferred Compensation Sub-Plan		10-Q			001-31560				10.28				5/5/2010
10.19(a)+		First Amendment to the Seagate Deferred Compensation Sub-Plan		10-Q			001-31560				10.5				2/4/2019
10.20+		Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan		8-K			001-31560				10.1				11/4/2013
10.21+		Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan		10-K			001-31560				10.1				8/8/2014
10.22+		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-K			001-31560				10.46				8/8/2013
10.23+		Offer Letter, dated as of January 29, 2009, by and between Seagate Technology and Stephen J. Luczo		10-Q			001-31560				10.20				2/10/2009
10.24+		Offer letter, dated as of July 30, 2014, by and between Seagate US LLC and Philip Brace		8-K			001-31560				10.1				7/22/2015
10.25+		Memo Agreement with Albert A. “Rocky” Pimentel dated January 27, 2016		10-Q			001-31560				10.2				1/29/2016
10.26+		James J. Murphy Employee Relocation Assistance Lump Sum Repayment Agreement		10-Q			001-31560				10.1				10/27/2017
10.27		Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein		10-Q			001-31560				10.4	(b)			5/6/2009
10.28		Second Priority Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and Wells Fargo Bank, National Association, as mortgagee		8-K			001-31560				10.23				3/3/2010

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
10.29		Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010		8-K			001-31560				10.2				7/6/2010
10.30		Credit Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the lending institutions thereto, the Bank of Nova Scotia, as administrative agent, Morgan Stanley Senior Funding, Inc., Merrill Lynch Pierce Fenner and Smith Incorporated and BNP Paribas as Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent		10-Q			001-31560				10.47				2/3/2011
10.30(a)		First Amendment, dated August 31, 2011, to the Credit Agreement, dated as of January 18, 2011		10-Q			001-31560				10.1				5/1/2018
10.30(b)		Second Amendment, dated April 30, 2013, to the Credit Agreement, dated as of January 18, 2011		10-Q			001-31560				10.1				5/2/2013
10.30(c)		Third Amendment, dated January 15, 2015, to the Credit Agreement, dated as of January 18, 2011		8-K			001-31560				10.1				1/16/2015
10.30(d)		Fourth Amendment, dated as of April 28, 2016, to the Credit Agreement, dated as of January 18, 2011		10-Q			001-31560				10.1				4/29/2016
10.31		U.S. Guarantee Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.48				2/3/2011
10.31(a)		First Amendment, dated as of April 30, 2013, to the U.S. Guarantee Agreement, dated as of January 18, 2011		10-Q			001-31560				10.2				5/2/2013
10.32		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 Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.45				8/9/2012
10.33		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 Guarantors party thereto, and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.48				8/9/2012

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
10.34		Supplement no. 3 dated March 19, 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 Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.50				8/9/2012
10.35		U.S. Security Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Grantor parties thereto and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.49				2/3/2011
10.36		U.S. Pledge Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Pledgor parties thereto and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.50				2/3/2011
10.37		Indemnity, Subrogation and Contribution Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.52				2/3/2011
10.38		Supplement No. 1, dated February 7, 2012, to the Indemnity, Subrogation and Contribution Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.46				8/9/2012
10.39		Supplement No. 2, dated February 22, 2012, to the Indemnity, Subrogation and Contribution Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.49				8/9/2012
10.40		Supplement No. 3, dated March 19, 2012, to the Indemnity, Subrogation and Contribution Agreement, dated as of January 18, 2011, among Seagate Technology public limited company, Seagate HDD Cayman, as Borrower, the Guarantors party thereto and The Bank of Nova Scotia, as Administrative Agent		10-K			001-31560				10.51				8/9/2012

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
10.41		September 26, 2017 Equity Commitment Letter entered into by Seagate Technology plc and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation		10-Q			001-31560				10.3				10/27/2017
10.42+		Offer letter, dated July 25, 2017, by and between Seagate Technology and Steven J. Luczo		10-K			001-31560				10.52				8/3/2018
10.43+		Letter Agreement, dated November 1, 2018 by and between Seagate Technology plc and Steven Luczo		10-Q			001-31560				10.1				11/2/2018
10.44+		Offer Letter, dated August 22, 2018 by and between Seagate US LLC and Geraldine Hottier-Fayon		10-Q			001-31560				10.1				2/4/2019
10.45+		Offer Letter, dated September 6, 2018 by and between Seagate US LLC and Katherine R. Scolnick		10-Q			001-31560				10.2				2/4/2019
10.46+		Offer Letter, dated December 3, 2018 by and between Seagate US LLC and Gianluca Romano		10-Q			001-31560				10.3				2/4/2019
10.47		Credit Agreement, dated as of February 20, 2019, by and among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities Corp. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents		10-Q			001-35160				10.1				4/30/2019
10.48		U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate Technology public limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.2				4/30/2019
10.49		Indemnity, Subrogation and Contribution Agreement, dated as of February 20, 2019, among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent		10-Q			001-31560				10.3				4/30/2019
21.1		List of Subsidiaries																X
23.1		Consent of Independent Registered Public Accounting Firm																X

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				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.				Exhibit				Filing Date				Filed Herewith
24.1		Power of Attorney (see signature page to this annual report)																X
31.1		Certification of the Chief Executive 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																X
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																X
32.1†		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002																X
101.INS		XBRL Instance Document.																X
101.SCH		XBRL Taxonomy Extension Schema Document.																X
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.																X
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.																X
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.																X
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.																X

+	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 plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
						/s/ WILLIAM D. MOSLEY
Date: August 2, 2019						(William D. Mosley, Chief Executive Officer and Director)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William D. Mosley, Gianluca Romano, and Katherine E. Schuelke, and each of them, as his/her true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant’s Annual Report on Form 10-K for the fiscal year ended June 28, 2019 (the “Annual Report”), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his/her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ WILLIAM D. MOSLEY (William D. Mosley)		Chief Executive Officer and Director (Principle Executive Officer)		August 2, 2019
/s/ GIANLUCA ROMANO (Gianluca Romano)		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		August 2, 2019
/s/ STEPHEN J. LUCZO (Stephen J. Luczo)		Chairman of the Board		August 2, 2019
/s/ MARK W. ADAMS (Mark W. Adams)		Director		August 2, 2019
/s/ JUDY BRUNER (Judy Bruner)		Director		August 2, 2019
/s/ MICHAEL R. CANNON (Michael R. Cannon)		Director		August 2, 2019
/s/ WILLIAM T. COLEMAN III (William T. Coleman III)		Director		August 2, 2019

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Signature		Title		Date
/s/ JAY L. GELDMACHER (Jay L. Geldmacher)		Director		August 2, 2019
/s/ DYLAN HAGGART (Dylan Haggart)		Director		August 2, 2019
/s/ STEPHANIE TILENIUS (Stephanie Tilenius)		Director		August 2, 2019
/s/ EDWARD J. ZANDER (Edward J. Zander)		Director		August 2, 2019

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