Cover and table of contents

10-K 1 d733907d10k.htm 10-K

Table of Contents

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.

Table of Contents

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

Table of Contents

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;

Seagate Technology public limited company | 2019 Form 10-K | 1

Table of Contents

	•		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.

Seagate Technology public limited company | 2019 Form 10-K | 2

Table of Contents

PART I