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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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 Sheets50
Consolidated Statements of Operations51
Consolidated Statements of Comprehensive Income52
Consolidated Statements of Cash Flows53
Consolidated Statements of Shareholders’ Equity54
Notes to Consolidated Financial Statements55
Reports of Independent Registered Public Accounting Firm93

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 DescriptionFormFile No.ExhibitFiling DateFiled Herewith
2.1Scheme 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 14A001-31560Annex A3/5/2010
3.1Constitution of Seagate Technology public limited company as amended and restated by Special Resolution dated October 19, 20168-K001-315603.110/24/2016
3.2Certificate of Incorporation of Seagate Technology plc10-K001-315603.28/20/2010
4.1Description of SecuritiesX
4.2Specimen Ordinary Share Certificate10-K001-315604.18/20/2010
4.3First 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 trustee8-K001-3156010.23/3/2010
4.4Indenture dated as of May 13, 2010, among Seagate HDD Cayman, as Issuer, Seagate Technology, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.15/14/2010
4.5Form of 6.875% Senior Notes due 2020 of Seagate HDD Cayman8-K001-315604.15/14/2010
4.6Registration Rights Agreement dated as of May 13, 2010, among Seagate HDD Cayman, Seagate Technology and Morgan Stanley & Co. Incorporated and Bank of America Securities LLC8-K001-315604.35/14/2010
4.7Supplemental 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 trustee8-K001-3156010.17/6/2010

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.8Indenture dated as of May 18, 2011, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.15/18/2011
4.9Form of 7.000% Senior Note due 20218-K001-315604.15/18/2011
4.10Registration Rights Agreement dated as of May 18, 2011, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. Incorporated8-K001-315604.35/18/2011
4.11Indenture dated as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee8-K001-315604.15/22/2013
4.12Form of 4.75% Senior Note due 20238-K001-315604.15/22/2013
4.13Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.35/22/2013
4.14Indenture dated as of November 5, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee8-K001-315604.111/5/2013
4.15Form of 3.75% Senior Note due 20188-K001-315604.111/5/2013
4.16Registration Rights Agreement dated as of November 5, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.311/5/2013
4.17Indenture dated as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and U.S. Bank National Association, as trustee8-K001-315604.15/28/2014
4.18Form of 4.75% Senior Note due 20258-K001-315604.15/28/2014
4.19Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.35/28/2014
4.20Indenture 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-K001-315604.112/2/2014
4.21Form of 5.75% Senior Note due 20348-K001-315604.112/2/2014
4.22Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.312/2/2014

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.23Indenture 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 trustee8-K001-315604.12/3/2017
4.24Form of 4.250% Senior Note due 20228-K001-315604.12/3/2017
4.25Indenture 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 trustee8-K001-315604.32/3/2017
4.26Form of 4.875% Senior Note due 20248-K001-315604.32/3/2017
4.27Registration Rights Agreement for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.52/3/2017
4.28Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.62/3/2017
4.29Indenture dated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.15/14/2015
4.30Form of 4.875% Senior Note due 20278-K001-315604.15/14/2015
4.31Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.35/14/2015
10.1+Amended Seagate Technology plc 2001 Share Option Plan10-K001-3156010.28/20/2010
10.2+Seagate Technology plc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)10-K001-3156010.38/20/2010
10.3+Amended Seagate Technology plc 2004 Share Compensation Plan10-K001-3156010.68/20/2010
10.4+Seagate Technology 2004 Stock Compensation Plan Form of Option Agreement (For Outside Directors)10-Q001-3156010.711/4/2009
10.5+Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)10-K001-3156010.138/20/2010

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled 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-K001-3156010.168/20/2010
10.7+Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy)10-Q001-3156010.1911/3/2010
10.8+Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement10-Q001-3156010.5610/27/2011
10.9+Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 201610-Q001-3156010.410/27/2017
10.10+Form of Outside Directors Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.41/26/2017
10.11+Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.31/26/2017
10.12+Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.21/26/2017
10.13+Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.11/26/2017
10.14+Seagate Technology plc Amended and Restated Employee Stock Purchase Plan8-K001-3156010.110/18/2017
10.15+Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology public limited company10-Q001-3156010.11/29/2016
10.16+2015 Seagate Deferred Compensation Plan10-Q001-3156010.31/30/2015
10.16(a)+First Amendment to the 2015 Seagate Deferred Compensation Plan10-Q001-3156010.110/30/2015
10.16(b)+Second Amendment to the 2015 Seagate Deferred Compensation PlanX
10.16(c)+Third Amendment to the 2015 Seagate Deferred Compensation Plan10-Q001-3156010.62/4/2019
10.17+Seagate 2009 Deferred Compensation PlanX
10.17(a)+First Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.265/5/2010

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.17(b)+Second Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.215/3/2011
10.17(c)+Third Amendment to 2009 Seagate Deferred Compensation Plan10-Q/A001-3156010.561/31/2013
10.17(d)+Fourth Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.41/30/2015
10.17(e)+Fifth Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.72/4/2019
10.18+2010 Restated Seagate Deferred Compensation Plan10-Q001-3156010.275/5/2010
10.18(a)+First Amendment to the 2010 Restated Seagate Deferred Compensation Plan10-Q001-3156010.42/4/2019
10.19+Seagate Deferred Compensation Sub-Plan10-Q001-3156010.285/5/2010
10.19(a)+First Amendment to the Seagate Deferred Compensation Sub-Plan10-Q001-3156010.52/4/2019
10.20+Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan8-K001-3156010.111/4/2013
10.21+Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan10-K001-3156010.18/8/2014
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, 201310-K001-3156010.468/8/2013
10.23+Offer Letter, dated as of January 29, 2009, by and between Seagate Technology and Stephen J. Luczo10-Q001-3156010.202/10/2009
10.24+Offer letter, dated as of July 30, 2014, by and between Seagate US LLC and Philip Brace8-K001-3156010.17/22/2015
10.25+Memo Agreement with Albert A. “Rocky” Pimentel dated January 27, 201610-Q001-3156010.21/29/2016
10.26+James J. Murphy Employee Relocation Assistance Lump Sum Repayment Agreement10-Q001-3156010.110/27/2017
10.27Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein10-Q001-3156010.4(b)5/6/2009
10.28Second Priority Mortgage of Shares in Seagate Technology, dated March 1, 2010, between Seagate Technology plc, as mortgagor, and Wells Fargo Bank, National Association, as mortgagee8-K001-3156010.233/3/2010

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.29Deed Poll of Assumption by Seagate Technology plc, dated July 2, 20108-K001-3156010.27/6/2010
10.30Credit 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 Agent10-Q001-3156010.472/3/2011
10.30(a)First Amendment, dated August 31, 2011, to the Credit Agreement, dated as of January 18, 201110-Q001-3156010.15/1/2018
10.30(b)Second Amendment, dated April 30, 2013, to the Credit Agreement, dated as of January 18, 201110-Q001-3156010.15/2/2013
10.30(c)Third Amendment, dated January 15, 2015, to the Credit Agreement, dated as of January 18, 20118-K001-3156010.11/16/2015
10.30(d)Fourth Amendment, dated as of April 28, 2016, to the Credit Agreement, dated as of January 18, 201110-Q001-3156010.14/29/2016
10.31U.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 Agent10-Q001-3156010.482/3/2011
10.31(a)First Amendment, dated as of April 30, 2013, to the U.S. Guarantee Agreement, dated as of January 18, 201110-Q001-3156010.25/2/2013
10.32Supplement 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 Agent10-K001-3156010.458/9/2012
10.33Supplement 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 Agent10-K001-3156010.488/9/2012

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.34Supplement 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 Agent10-K001-3156010.508/9/2012
10.35U.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 Agent10-Q001-3156010.492/3/2011
10.36U.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 Agent10-Q001-3156010.502/3/2011
10.37Indemnity, 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 Agent10-Q001-3156010.522/3/2011
10.38Supplement 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 Agent10-K001-3156010.468/9/2012
10.39Supplement 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 Agent10-K001-3156010.498/9/2012
10.40Supplement 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 Agent10-K001-3156010.518/9/2012

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.41September 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 Corporation10-Q001-3156010.310/27/2017
10.42+Offer letter, dated July 25, 2017, by and between Seagate Technology and Steven J. Luczo10-K001-3156010.528/3/2018
10.43+Letter Agreement, dated November 1, 2018 by and between Seagate Technology plc and Steven Luczo10-Q001-3156010.111/2/2018
10.44+Offer Letter, dated August 22, 2018 by and between Seagate US LLC and Geraldine Hottier-Fayon10-Q001-3156010.12/4/2019
10.45+Offer Letter, dated September 6, 2018 by and between Seagate US LLC and Katherine R. Scolnick10-Q001-3156010.22/4/2019
10.46+Offer Letter, dated December 3, 2018 by and between Seagate US LLC and Gianluca Romano10-Q001-3156010.32/4/2019
10.47Credit 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 Agents10-Q001-3516010.14/30/2019
10.48U.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 Agent10-Q001-3156010.24/30/2019
10.49Indemnity, 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 Agent10-Q001-3156010.34/30/2019
21.1List of SubsidiariesX
23.1Consent of Independent Registered Public Accounting FirmX

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
24.1Power of Attorney (see signature page to this annual report)X
31.1Certification 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 2002X
31.2Certification 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 2002X
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 2002X
101.INSXBRL Instance Document.X
101.SCHXBRL Taxonomy Extension Schema Document.X
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.X
101.LABXBRL Taxonomy Extension Label Linkbase Document.X
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.X
101.DEFXBRL 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.

SignatureTitleDate
/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 BoardAugust 2, 2019
/s/ MARK W. ADAMS (Mark W. Adams)DirectorAugust 2, 2019
/s/ JUDY BRUNER (Judy Bruner)DirectorAugust 2, 2019
/s/ MICHAEL R. CANNON (Michael R. Cannon)DirectorAugust 2, 2019
/s/ WILLIAM T. COLEMAN III (William T. Coleman III)DirectorAugust 2, 2019

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SignatureTitleDate
/s/ JAY L. GELDMACHER (Jay L. Geldmacher)DirectorAugust 2, 2019
/s/ DYLAN HAGGART (Dylan Haggart)DirectorAugust 2, 2019
/s/ STEPHANIE TILENIUS (Stephanie Tilenius)DirectorAugust 2, 2019
/s/ EDWARD J. ZANDER (Edward J. Zander)DirectorAugust 2, 2019

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