Seagate Technology Holdings (STX) 10-K risk factor changes: FY2020 vs FY2019

[removed: _We] [added: 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 [removed: compete_.][added: compete.]

[removed: | | • | |] [added: -] disk drive and SSD manufacturers, such as Micron Technology, Inc., Samsung Electronics, SK hynix, Inc., Toshiba Corporation, [removed: Toshiba Memory] [added: Kioxia] Holdings Corporation and Western Digital Corporation; and [removed: |]

[removed: | | • | |] [added: -] companies that provide storage subsystems and components to OEMs, including electronic manufacturing services (“EMS”) and contract electronic manufacturing (“CEM”). [removed: |]

Some customers for both [removed: enterprise] [added: mass capacity storage] and [removed: edge compute applications] [added: legacy markets] have adopted SSDs as an alternative to hard drives in certain applications.

Further adoption of alternative storage technologies may [added: limit our total addressable HDD market,] impact the competitiveness of our product portfolio and reduce our market share.

[removed: _We] [added: 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 [removed: operations_.][added: operations.]

Other factors that [added: have affected and] may [added: continue to] affect our ability to anticipate or meet the demand for our products and adversely affect our results of operations include:

[removed: | | • | |] [added: -] competitive product announcements or technological advances that result in excess supply when customers cancel purchases in anticipation of newer products; [removed: |]

[removed: | | • | |] [added: -] variable demand resulting from unanticipated upward or downward pricing pressures; [removed: |]

[removed: | | • | |] [added: -] our ability to successfully qualify, manufacture and sell our data storage products; [removed: |]

[removed: | | • | |] [added: -] changes in our product mix, which may adversely affect our gross margins; [removed: |]

[removed: | | • | |] [added: -] manufacturing delays or interruptions, particularly at our manufacturing facilities in China, Malaysia, Northern Ireland, Singapore, Thailand or the United States; [removed: |]

[removed: | | • | |] [added: -] limited access to components that we obtain from a single or a limited number of suppliers; and [removed: |]

[removed: | | • | |] [added: -] the impact of changes in foreign currency exchange rates on the cost of producing our products and the effective price of our products to [removed: foreign consumers. |][added: non-U.S. customers.]

In addition, we derive a portion of our revenues in each quarter from a [added: small] number of relatively large orders.

[removed: _Changes] [added: Changes] in demand for computer [removed: systems and] [added: systems, data] storage subsystems [added: and consumer electronic devices] may in the future cause a decline in demand for our [removed: products_.][added: products.]

Unexpected slowdowns in demand for computers, [added: data] storage subsystems or consumer electronic devices generally result in sharp declines in demand for our products.

Declines in [removed: consumer] [added: customer] 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 [removed: edge compute market] [added: legacy markets] remain an important part of our business.

[removed: This market,] [added: These markets,] however, [removed: has] [added: have] been, and we expect [removed: it] [added: them] to continue to be, adversely affected by:

[removed: | | • | |] [added: -] announcements or introductions of major new operating systems or semiconductor improvements or shifts in [removed: consumer preferences] [added: customer preferences, performance requirements] and behavior, such as the shift to tablet computers, smart phones, NAND flash memory or similar devices; [removed: |]

[removed: | | • | |] [added: -] longer product life cycles; and [removed: |]

[removed: | | • | |] [added: -] changes in macroeconomic conditions that cause [removed: consumers] [added: customers] to spend less, such as the imposition of new [removed: tariffs and] [added: tariffs,] increased laws and [removed: regulations. |][added: regulations, and increased unemployment levels.]

We believe these announcements and introductions from time to time have caused [removed: consumers] [added: customers] to defer or cancel their purchases, making certain inventory obsolete.

We believe that the deterioration of demand for disk drives in [added: certain of] the [removed: edge compute market] [added: legacy markets] has accelerated, and this deterioration may continue or further accelerate, which could cause our operating results to suffer.

In addition, the demand for [removed: edge non-compute] [added: legacy markets] products is volatile.

Unpredictable fluctuations in demand for our products or rapid shifts in demand from our products to alternative storage technologies [removed: in new edge non-compute applications] could materially adversely impact our future results of operations.

[removed: _Our] [added: Our] ability to increase our revenue and maintain our market share depends on our ability to successfully introduce and achieve market acceptance of new products on a timely [removed: basis_.][added: basis.]

Our market [removed: share] [added: share, revenue] and results of operations in the future may be adversely affected if we fail to:

[removed: | | • | |] [added: -] consistently maintain our time-to-market performance with our new products; [removed: |]

[removed: | | • | |] [added: -] produce these products in adequate volume; [removed: |]

[removed: | | • | |] [added: -] qualify these products with key customers on a timely basis by meeting our customers’ performance and quality specifications; or [removed: |]

[removed: | | • | |] [added: -] achieve acceptable manufacturing yields, quality and costs with these products. [removed: |]

[removed: _If] [added: If] our products do not keep pace with technological changes, our results of operations will be adversely [removed: affected_.][added: affected.]

If we are unable to develop new products, identify business strategies and timely introduce competitive product offerings to meet technological shifts, [added: or we are unable to execute successfully,] our business and results of operations may be adversely affected.

[removed: _We] [added: We] may not be able to generate sufficient cash flows from operations and our investments to meet our liquidity requirements, including servicing our [removed: indebtedness_.][added: indebtedness.]

We cannot assure you that any of these remedies would, if necessary, be effected on commercially reasonable terms, or at all, or that they would permit us to meet our [removed: obligations.][added: obligations, which would affect our results of operations.]

[removed: | | • | |] [added: -] we are required to use a substantial portion of our cash flow from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements; [removed: |]

[removed: | | • | |] [added: -] our substantial leverage increases our vulnerability to economic [removed: downturns] [added: downturns, decreased availability of capital,] and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged; [removed: |]

The ongoing COVID-19 pandemic has impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve.

We are unable to predict the extent to which the pandemic and related effects will adversely impact our business operations, financial performance, results of operations, financial position and the achievement of our strategic objectives.

The COVID-19 pandemic has resulted in a widespread health crisis and numerous disease control measures being taken to limit its spread.

The impact of the pandemic on our business has included or could in the future include:

- disruptions to or restrictions on our ability to ensure the continuous manufacture and supply of our products and services, including insufficiency of our existing inventory levels;

- temporary closures or reductions in operational capacity of our facilities or the facilities of our direct or indirect suppliers or customers;

- permanent closures of our direct and indirect suppliers, resulting in adverse effects to our supply chain;

- temporary shortages of skilled employees available to staff manufacturing facilities due to stay at home orders and travel restrictions within as well as into and out of countries;

- increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic;

- supply chain disruptions;

- delays or limitations on the ability of our customers to perform or make timely payments;

- reductions in short- and long-term demand for our products, or other disruptions in technology buying patterns;

- adverse effects on economies and financial markets globally or in various markets throughout the world, potentially leading to a prolonged economic downturn or reductions in business and consumer spending, which may result in decreased net revenue, gross margins, or earnings and/or in increased expenses and difficulty in managing inventory levels;

- delays to and/or lengthening of our sales or development cycles or qualification activity;

- challenges for us, our direct and indirect suppliers and our customers in obtaining financing due to turmoil in financial markets;

- workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of COVID-19 at certain of our locations around the world in an effort to protect the health and well-being of our employees, customers, suppliers and of the communities in which we operate (including working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our buildings and factories at any one time, further restricting access to our facilities, suspending employee travel and inability to meet in person with customers);

- increased vulnerability to cyberattacks due to the significant number of employees working remotely; and

- our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce.

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted at this time.

These impacts, individually or in the aggregate, could have a material and adverse effect on our business, results of operations and financial condition.

Such effect may be exacerbated in the event the pandemic and the measures taken in response to it, and their effects, persist for an extended period of time, or if there is a resurgence of the outbreak.

Under any of these circumstances, the resumption of normal business operations may be delayed or hampered by lingering effects of COVID-19 on our operations, direct and indirect suppliers, partners, and customers.

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Uncertain global economic and business conditions can exacerbate these risks.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

- we may be unable to obtain cost effective supply of NAND flash memory in order to offer competitive SSD solutions; and

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[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

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We also generate a significant portion of our revenue from sales outside the United States.

- *Fluctuations in Currency Exchange Rates.* Prices for our products are denominated predominantly in dollars, even when sold to customers that are located outside the U.S. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside of the U.S. where we sell in dollars.

This could adversely impact our sales and market share in such areas or increase pressure on us to lower our price, and adversely impact our profit margins.

In addition, we have revenue and expenses denominated in currencies other than the dollar, primarily the Thai Baht, Singaporean dollar, Chinese Renminbi and British Pound Sterling, which further exposes us to adverse movements in foreign currency exchange rates.

A weakened dollar could increase the effective cost of our expenses such as payroll, utilities, tax and marketing expenses, as well as overseas capital expenditures.

Any of these events could have a material adverse effect on our results of operations.

We have attempted to manage the impact of foreign currency exchange rate changes by, among other things, entering into foreign currency forward exchange contracts from time to time, which could be designated as cash flow hedges or not designated as hedging instruments.

Our hedging strategy may be ineffective, and specific hedges may expire and not be renewed or may not offset any or more than a portion of the adverse financial impact resulting from currency variations.

The hedging activities may not cover our full exposure, subject us to certain counterparty credit risks and may impact our results of operations.

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##### [Table of Contents](#toc)

The Enterprise Storage market for disk drives has been adversely affected by the growth of the utilization of NAND flash memory in mission critical applications.

This deterioration of the Enterprise Storage disk drive market could cause our operating results to suffer.

An acceleration of the pace of migration of the Enterprise Storage market to NAND flash memory products may materially adversely affect our financial results.

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| | • | | _Fluctuations in Currency Exchange Rates._ Prices for our products are denominated predominantly in U.S. dollars, even when sold to customers that are located outside the United States. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside of the U.S. where we sell in dollars. This could adversely impact our sales and market share in such areas or increase pressure on us to lower our price, and adversely impact our profit margins. A weakened dollar could increase the effective cost of expenses such as payroll, utilities, tax and marketing expenses, as well as overseas capital expenditures. Any of these events could have a material adverse effect on our results of operations. We may attempt to manage the impact of foreign currency exchange rate changes by, among other things, entering into foreign currency forward exchange contracts which could be designated as cash flow hedges or not designated as hedging instruments. In addition, our hedges may be ineffective, may expire and not be renewed or may not offset any or more than a portion of the adverse financial impact resulting from currency variations. The hedging activities may not cover our full exposure, subject us to certain counterparty credit risks and may impact our results of operations. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—_Foreign Currency Exchange Risk_” of this report for additional information about our foreign currency exchange risk. |

Seagate Technology public limited company | 2019 Form 10-K | 20

| | • | | _Potential Adverse Tax Consequences._ Our international operations create a risk of potential adverse tax consequences, including imposition of withholding or other taxes on payments by our subsidiaries. In addition, our taxable income in any jurisdiction is dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due to inconsistencies in application of the arm’s length standard among taxing authorities, as well as a lack of adequate treaty-based protection, transfer pricing challenges by tax authorities could, if successful, substantially increase our income tax expense. We are subject to tax audits around the world, and are under audit in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax positions are reasonable, the final determination of tax audits could be materially different from our recorded income tax provisions and accruals. The ultimate results of an audit could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made and could result in increases to our overall tax expense in subsequent periods. In light of the ongoing fiscal challenges many countries are facing, various levels of government are increasingly focused on tax reform and other legislative action to increase tax revenue. In addition, the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations are reshaping international tax rules in numerous countries. These actual and potential changes in the relevant tax laws applicable to corporate multinationals along with potential changes in accounting and other laws, regulations, administrative practices, principles and interpretations could increase the risk of double taxation, cause increased tax audit activity, and could impact our effective tax rate. |

| | • | | _Privacy and Protection of Data_. Our business is subject to a number of laws, rules and regulations in the countries where we operate pertaining to the collection, processing, security, use, retention and transfer information about our customers, consumers and employees. For example, the General Data Protection Regulation, which is in effect in the European Union (“EU”), applies to our operations. In the U.S., numerous federal and state laws, rules and regulations apply to our data handling practices. For example, California recently enacted legislation, the California Consumer Privacy Act (“CCPA”) which will, among other things, require new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information when it goes into effect on January 1, 2020. The CCPA was amended in September 2018, and it is unclear whether this legislation will be modified again or how it will be interpreted. The effects of this legislation potentially are wide-ranging and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. Additionally, other states in the U.S. have proposed or enacted similar laws and regulations relating to privacy and data protection. Laws, rules and regulations relating to privacy and data protection evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another. Compliance with various laws, rules and regulations relating to privacy and data protection may require us to change our data practices, which could result in increased costs, require significant changes to our business and operations and otherwise have an adverse effect on our business and results of operations. Violations of privacy or data protection laws could result in adverse effects on our business and results of operations including damage to our brand and reputation, significant financial penalties and liability, governmental investigations and proceedings, and unanticipated changes to our data handling and processing practices. |

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_Consolidation among component manufacturers has resulted and may continue to result in some component manufacturers exiting the industry or not making sufficient investments to develop new components_.

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Our business

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See “Item 8 Financial Statements and Supplementary Data-Note 14.

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[removed: _The] [added: *The] following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended [added: July 3, 2020,] June 28, [removed: 2019, June 29, 2018] [added: 2019] and June [removed: 30, 2017._][added: 29, 2018.*]

[removed: _You] [added: *You] should read this discussion in conjunction with “Item 6.

[removed: Accordingly, fiscal] [added: Fiscal] year 2019 comprised 52 weeks and ended on June 28, 2019.

[removed: Fiscal] [added: Accordingly, fiscal] year [removed: 2017] [added: 2020] comprised [removed: 52] [added: 53] weeks and ended on [removed: June 30, 2017.][added: July 3, 2020.]

Fiscal year [removed: 2020] [added: 2026] will [added: also] be comprised of 53 weeks and will end on July 3, [removed: 2020.][added: 2026.*]

[removed: | | • | | _Fiscal] [added: *•Fiscal] Year [removed: 2019 Summary._] [added: 2020 Summary.*] Overview of financial and other highlights affecting us in fiscal year [removed: 2019. |][added: 2020.]

[removed: | | • | | _Results] [added: - *Results] of [removed: Operations._] [added: Operations.*] Analysis of our financial results comparing fiscal years [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] to the prior-year periods. [removed: |]

[removed: | | • | | _Liquidity] [added: - *Liquidity] and Capital [removed: Resources._] [added: Resources.*] Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition including potential sources of liquidity. [removed: |]

[removed: | | • | | _Contractual] [added: - *Contractual] Obligations and Off-Balance Sheet [removed: Arrangements._] [added: Arrangements.*] Overview of contractual obligations and contingent liabilities and commitments outstanding as of [removed: June 28, 2019] [added: July 3, 2020] and an explanation of off-balance sheet arrangements. [removed: |]

[removed: | | • | | _Critical] [added: - *Critical] Accounting [removed: Estimates._] [added: Estimates.*] Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. [removed: |]

[removed: | | • | |] [added: -] For an overview of our business, see “Part [removed: I—Item] [added: I - Item] 1. [removed: Business—_Overview_.” |]

Fiscal Year [removed: 2019] [added: 2020] Summary

During fiscal year [removed: 2019,] [added: 2020,] we shipped [removed: 347] [added: 442] exabytes of HDD storage capacity.

We generated revenue of [removed: $10.4] [added: $10.5] billion and gross margins of [removed: 28%] [added: 27%] and our operating cash flow was [removed: $1.8] [added: $1.7] billion.

We repurchased approximately [removed: 21] [added: 17] million of our ordinary shares for [removed: $963 million, paid $819] [added: $850] million [removed: for the repurchase of certain of our outstanding debt] and paid [removed: $713] [added: $673] million in dividends.

| | | [added: | | | |] Fiscal Years Ended | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]

| (Dollars in millions) | | [added: | | | |] June 28, 2019 | | | | [added: | |] June 29, 2018 | | | | [removed: June 30, 2017] | | [added: Change] | [added: | | | | | % Change | | | | | | | | |]

| Revenue | | [added: | | | |] $ | [added: 10,509 | | | | | $ |] 10,390 | | | [added: | |] $ | 11,184 | | | [removed: $] | [removed: 10,771] | | [added: | | | | | | | |]

| Cost of revenue | | | [added: | | | 7,667 | | | | | |] 7,458 | | | | [added: | |] 7,820 | | | | [removed: 7,597] | | [added: | | | | | | | | |]

| Gross [removed: margin] [added: profit] | | | [added: | | | 2,842 | | | | | |] 2,932 | | | | [added: | |] 3,364 | | | | [removed: 3,174] | | [added: | | | | | | | | |]

| Product development | | | [added: | | | $ |] 991 | | | | [added: | $ |] 1,026 | | | | [removed: 1,232] | [added: $] | [added: (35) | | | | | (3) | | % | | | | | | |]

| Marketing and administrative | | | [added: | | | 473 | | | | | |] 453 | | | | [added: | |] 562 | | | | [removed: 606] | | [added: | | | | | | | | |]

| Amortization of intangibles | | | [added: | | | 14 | | | | | |] 23 | | | | [added: | |] 53 | | | | [removed: 104] | | [added: | | | | | | | | |]

| Restructuring and other, net | | | [removed: (22] | [removed: )] | | [added: 82] | [added: | | | | | (22) | | | | | |] 89 | | | | [removed: 178] | | [added: | | | | | | | | |]

| Income from operations | | | [added: | | | 1,300 | | | | | |] 1,487 | | | | [added: | |] 1,634 | | | | [removed: 1,054] | | [added: | | | | | | | | |]

| Other expense, net | | | [removed: (115] | [removed: )] | | [added: (268)] | [removed: (216] | [removed: )] | | | [removed: (239] | [removed: )] [added: (115)] | [added: | | | | | (216) | | | | | | | | | | | | | | |]

| Income before income taxes | | | [added: | | | 1,032 | | | | | |] 1,372 | | | | [added: | |] 1,418 | | | | [removed: 815] | | [added: | | | | | | | | |]

| [added: Provision] (Benefit) [removed: provision] for income taxes | | | [removed: (640] | [removed: )] | | [added: 28] | [added: | | | | | (640) | | | | | |] 236 | | | | [removed: 43] | | [added: | | | | | | | | |]

| Net income | | [added: | | | |] $ | [added: 1,004 | | | | | $ |] 2,012 | | | [added: | |] $ | 1,182 | | | [removed: $] | [removed: 772] | | [added: | | | | | | | |]

| | | [added: | | | | July 3, 2020 | | | | | |] June 28, 2019 | | | | [added: | |] June 29, 2018 | | | | [removed: June 30, 2017] | | | [added: | | | | | | | |]

| Revenue | | | [added: | | |] 100 | [added: |] % | | | [added: |] 100 | [added: |] % | | | [added: |] 100 | [added: |] % | [added: | | | | | | | | | | | |]

| Cost of revenue | | | [added: | | | 73 | | | | | |] 72 | | | | [added: | |] 70 | | | | [removed: 71] | | [added: | | | | | | | | |]

| Gross margin | | | [added: | | | 27 | | | | | |] 28 | | | | [added: | |] 30 | | | | [removed: 29] | | [added: | | | | | | | | |]

| Product development | | | [added: | | | 9 | | | | | |] 10 | | | | [added: | |] 9 | | | | [removed: 11] | | [added: | | | | | | | | |]

| Marketing and administrative | | | [added: | | | 5 | | | | | |] 4 | | | | [added: | |] 5 | | | | [removed: 5] | | [added: | | | | | | | | |]

| Amortization of intangibles | | | [added: | | |] — | | | | [added: | |] — | | | | [removed: 1] | | [added: — | | | | | | | | | | | | | | |]

| Restructuring and other, net | | | [added: | | | 1 | | | | | |] — | | | | [added: | |] 1 | | | | [removed: 2] | | [added: | | | | | | | | |]

| Income from operations | | | [added: | | | 12 | | | | | |] 14 | | | | [added: | |] 15 | | | | [removed: 10] | | [added: | | | | | | | | |]

| Other expense, net | | | [removed: (1] | [removed: )] | | [added: (2)] | [removed: (2] | [removed: )] | | | [removed: (2] | [removed: )] [added: (1)] | [added: | | | | | (2) | | | | | | | | | | | | | | |]

| Income before income taxes | | | [added: | | | 10 | | | | | |] 13 | | | | [added: | |] 13 | | | | [removed: 8] | | [added: | | | | | | | | |]

Business—*Overview*.”

We repurchased $1,137 million of certain outstanding senior notes, exchanged $456 million of certain senior notes to longer duration notes, borrowed $500 million under our term loan facility (“Term Loan”) and issued $500 million of new senior notes.

Additionally, we changed our estimate of the useful lives of our manufacturing equipment from a range of three to five years to a range of three to seven years.

The effect of this change in estimate increased the fiscal year 2020 net income by $134 million.

*Impact of COVID-19*

The COVID-19 pandemic has resulted in a widespread health crisis and numerous disease control measures being taken to limit its spread, the effects of which began during our quarter ended April 3, 2020.

We incurred certain supply chain and demand disruptions during the fiscal year 2020, as well as factory under-utilization and higher logistics and operational costs and softer demand across our markets due to the COVID-19 pandemic, which we expect to continue into our fiscal year 2021.

Our customers also experienced certain supply chain and demand disruptions in our fourth fiscal quarter 2020, which we anticipate will continue into fiscal year 2021.

We are continuing to actively monitor the effects and potential impacts of the COVID-19 pandemic on all aspects of our business, liquidity and capital resources.

We are complying with governmental rules and guidelines across all of our sites and are actively working on opportunities to lower our cost structure and drive further operational efficiencies.

Although we are unable to predict the impact of COVID-19 on our business, results of operations, liquidity or capital resources at this time, we expect we will be negatively affected if the pandemic and related public and private health measures result in substantial manufacturing or supply chain problems, substantial reductions in demand due to disruptions in the operations of our customers or partners, disruptions in local and global economies, volatility in the global financial markets, sustained reductions or volatility in overall demand trends, restrictions on the export or shipment of our products, or other ramifications from the COVID-19 pandemic.

For a further discussion of the uncertainties and business risks associated with the COVID-19 pandemic, see the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report.

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| (Dollars in millions) | | | | | | July 3, 2020 | | | | | | June 28, 2019 | | | | | | June 29, 2018 | | | | | | | | | | | | | | |

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[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

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| | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | July 3, 2020 | | | | | | June 28, 2019 | | | | | | June 29, 2018 | | | | | | | | | | | | | | |

| Revenues by Channel (%) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues by Geography (%) (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues by Market (%) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mass capacity | | | | | | 53 | | % | | | | 43 | | % | | | | 42 | | % | | | | | | | | | | | | |

| Legacy | | | | | | 39 | | % | | | | 50 | | % | | | | 51 | | % | | | | | | | | | | | | |

| Other | | | | | | 8 | | % | | | | 7 | | % | | | | 7 | | % | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mass capacity | | | | | | 317 | | | | | | 202 | | | | | | 193 | | | | | | | | | | | | | | |

| Legacy | | | | | | 125 | | | | | | 145 | | | | | | 145 | | | | | | | | | | | | | | |

| Total | | | | | | 442 | | | | | | 347 | | | | | | 338 | | | | | | | | | | | | | | |

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____________________________________________________________

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| | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- |

Fiscal year 2026 will also be comprised of 53 weeks and will end on July 3, 2026._

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

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 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.

Seagate Technology public limited company | 2019 Form 10-K | 35

##### [Table of Contents](#toc)

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Seagate Technology public limited company | 2019 Form 10-K | 36

| Revenue by Channel (%) | | | | | | | | | | | | |

| Revenue by Geography (%) (1) | | | | | | | | | | | | |

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Seagate Technology public limited company | 2019 Form 10-K | 37

Our fiscal year 2019 income tax benefit included a net tax benefit of $761 million primarily

Seagate Technology public limited company | 2019 Form 10-K | 38

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.

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.

| 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.

Seagate Technology public limited company | 2019 Form 10-K | 39

| Cost of revenue | | $ | 7,820 | | | $ | 7,597 | | | $ | 223 | | | | 3% | |

| 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.

| Product development | | $ | 1,026 | | | $ | 1,232 | | | $ | (206 | ) | | | (17)% | |

| 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.

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 | | $ | (216 | ) | | $ | (239 | ) | | $ | 23 | | | | (10 | )% |

Seagate Technology public limited company | 2019 Form 10-K | 40

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.

| Provision for income taxes | | $ | 236 | | | $ | 43 | | | $ | 193 | | | | 449 | % |

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.

[removed: _Interest] [added: *Interest] Rate [removed: Risk._] [added: Risk.*] Our exposure to market risk for changes in interest rates relates primarily to our cash investment portfolio.

As of [removed: June 28, 2019,] [added: July 3, 2020,] 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 [removed: June 28, 2019.][added: July 3, 2020.]

We have fixed rate [added: and variable rate] debt obligations.

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 [removed: June 28, 2019.][added: July 3, 2020.]

| | | [added: | | | |] Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (Dollars in millions, except percentages) | | [removed: 2020] | | | | 2021 | | | | [added: | |] 2022 | | | | [added: | |] 2023 | | | | [added: | |] 2024 | | | | [added: | | 2025 | | | | | |] Thereafter | | | | [added: | |] Total | | | | [added: | |] Fair Value [removed: at June 28, 2019] [added: at July 3, 2020] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Floating rate | | [added: | | | |] $ | [removed: 580] [added: 551] | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | [removed: 580] [added: 551] | | | [added: | |] $ | [removed: 580] [added: 551] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Average interest rate | | | [removed: 2.42] | [added: | | 0.48 | |] % | | | | | | | | | | | | | | | | | | | | | | | [removed: 2.42] | [added: | | | | | | | | | | 0.48 | |] % | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Other debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fixed rate | | [added: | | | |] $ | [removed: —] [added: 10] | | | [added: | |] $ | [removed: 3] [added: —] | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | [removed: 4] [added: 8] | | | [added: | |] $ | [removed: 7] [added: 18] | | | [added: | |] $ | [removed: 7] [added: 18] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Average interest rate | | | | | | [added: 3.04] | [removed: 5.00] | % | | | | [added: 3.04] | | [added: %] | | | | [added: 3.04] | | [added: %] | | | | [added: 3.04] | | [added: %] | [removed: 5.00] | [added: | | 3.04 | |] % | | | | [added: 3.04] | [added: | % | | | | 3.04 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Average interest rate | | | | | | | | | | | [added: |] 4.25 | [added: |] % | | | [added: |] 4.75 | [added: |] % | | | [added: |] 4.88 | [added: |] % | | | [removed: 5.02] | [added: 4.75 | |] % | | | [removed: 4.81] | [added: 4.71 | |] % | | | | [added: 4.71] | [added: | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: _Foreign] [added: *Foreign] Currency Exchange [removed: Risk._] [added: 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.

At this time, we have not identified any material exposure associated with the [removed: potential changes related to the British vote to exit] [added: United Kingdom’s withdrawal from] the European Union.

All [removed: these] foreign currency forward exchange contracts mature within 12 months.

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

The table below provides information as of [removed: June 28, 2019] [added: July 3, 2020] about our foreign currency forward exchange contracts.

The table is provided in [removed: 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) | | [added: | | | |] Notional Amount | | | | [added: | |] Average [removed: Contract Rate] [added: Contract Rate] | | | | [added: | |] Estimated Fair [removed: Value(1)] [added: Value(1)] | | |

| Foreign currency forward exchange contracts: | | | | | | | | | | | | | [added: | | | | | | | |]

| Chinese Renminbi | | | [removed: 99] | | | [added: 106 | | | | | |] $ | [removed: 6.84] [added: 7.17] | | | | [removed: (1] | [removed: )] [added: 1] | [added: | |]

| British Pound Sterling | | | [removed: 18] | | | [added: 84 | | | | | |] $ | [removed: 0.80] [added: 0.81] | | | | [added: |] — | | [added: |]

[removed: | (1) | Equivalent] [added: (1)Equivalent] to the unrealized net gain (loss) on existing contracts. [removed: |]

[removed: _Other] [added: *Other] Market [removed: Risks._] [added: 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.

[removed: 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.

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, [removed: increase the cost of such capital and] our ability to execute transactions with various [removed: counterparties.][added: counterparties and may increase the cost of such capital.]

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 [removed: Plans—the] [added: Plan—the] Seagate Deferred Compensation [removed: Plans] [added: Plan] (the [removed: “SDCPs”).][added: “SDCP”).]

[removed: We] [added: In fiscal year 2014, we] entered into a Total Return Swap (“TRS”) in order to manage the equity market risks associated with the [removed: SDCPs] [added: SDCP] liabilities.

We pay a floating rate, based on the [removed: London Inter-Bank Offered Rate (“LIBOR”)] [added: LIBOR] plus an interest rate spread, on the notional amount of the TRS.

The TRS is designed to substantially offset changes in the [removed: SDCPs] [added: SDCP] liabilities due to changes in the value of the investment options made by employees.

Financial Statements and Supplementary [removed: Data—Note 8.][added: Data—*Note 8.* *Derivative Financial Instruments”* of this Report on Form 10-K.]

Our Term Loan bears interest at a variable rate equal to London Interbank Offered Rate (“LIBOR”) plus a variable margin set on June 19, 2020.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

In the quarter ended October 4, 2019, we entered into certain interest rate swap agreements with a notional amount of $500 million to convert the variable interest rate on the Term Loan to fixed interest rates.

The contracts were effective as of October 4, 2019 and will mature on September 16, 2025.

The objective of the interest rate swap agreements is to eliminate the variability of interest payment cash flows associated with the variable interest rate on the Term Loan.

The Company designated the interest rate swaps as cash flow hedges.

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| Fixed interest rate | | | | | | 5.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Fixed rate | | | | | | $ | — | | | | | $ | 229 | | | | | $ | 546 | | | | | $ | 500 | | | | | $ | 479 | | | | | $ | 1,995 | | | | | $ | 3,749 | | | | | $ | 4,010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable rate | | | | | | $ | 19 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 381 | | | | | $ | 500 | | | | | $ | 490 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We recognized $4 million in Other expense, net related to hedge ineffectiveness and discontinued cash flow hedges during fiscal year 2020.

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

| Thai Baht | | | | | | $ | 199 | | | | | $ | 31.67 | | | | | $ | 4 | |

| Singapore Dollar | | | | | | 243 | | | | | | $ | 1.39 | | | | | (2) | | |

| Total | | | | | | $ | 632 | | | | | | | | | | | $ | 3 | |

___________________________________________________________________________________

We also manage the notional amount of

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

The SDCP is a successor plan to the prior Seagate Deferred Compensation Plans, as amended from time to time, under which no additional deferrals may be made after December 31, 2014.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

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| Fixed rate | | $ | — | | | $ | — | | | $ | 750 | | | $ | 941 | | | $ | 500 | | | $ | 2,100 | | | $ | 4,291 | | | $ | 4,349 | |

Seagate Technology public limited company | 2019 Form 10-K | 47

##### [Table of Contents](#toc)

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| Singapore Dollar | | $ | 100 | | | $ | 1.36 | | | $ | 1 | |

| Total | | $ | 217 | | | | | | | $ | — | |

_Derivative Financial Instruments_” of this Report on Form 10-K.

Seagate Technology public limited company | 2019 Form 10-K | 48

[removed: Hard disk drives] [added: HDDs] are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces.

[removed: Disk drives] [added: HDDs] continue to be the primary medium of mass data storage due to their performance attributes, reliability, high quality and cost effectiveness.

Complementing existing [removed: data center] storage [removed: architecture, solid state drives] [added: architectures, SSDs] use integrated circuit assemblies as memory to store data, and most SSDs use NAND flash memory.

In [removed: addition] [added: contrast] to HDDs and SSDs, SSHDs combine the features of SSDs and HDDs in the same unit, containing a [removed: high capacity hard disk drive] [added: high-capacity HDD] and a smaller SSD acting as a cache to improve performance of frequently accessed data.

[removed: _Data] [added: Data] Storage [removed: Industry_][added: Industry]

The data storage industry includes companies that manufacture components or subcomponents designed for data storage [removed: devices and] [added: devices, as well as] companies that provide storage solutions, software and services for enterprise cloud, big data, computing platforms and consumer markets.

The rapid growth [removed: in] [added: of] data generation and the intelligent application of data are driving demand for data storage.

As more data is created at endpoints outside traditional data [removed: centers and requires] [added: centers, requiring] processing at the [removed: edge,] [added: edge and in] the [added: core or cloud, the] need for data storage and management has also increased.

[removed: Examples of this] [added: These use cases] include autonomous vehicles, smart manufacturing systems and smart cities.

The new ecosystem is expected to require increasing amounts of data storage both at the edge and in [removed: enterprises that store] the [removed: data.][added: core.]

[removed: _Markets_][added: Markets]

We expect [removed: such applications,] [added: this market,] which [removed: include] [added: includes] storage for cloud computing, content delivery and backup services, [removed: will] [added: to] continue to grow and drive [added: increasing] exabyte demand.

Mission critical applications are defined as those that use [added: very] high performance enterprise class HDDs and SSDs with sophisticated [removed: firmware.][added: firmware to reliably support very high workloads.]

We expect [removed: the] [added: that enterprises utilizing dedicated storage area networks will continue to drive] market [added: demand] for mission critical enterprise storage [removed: solutions to continue to be driven by enterprises utilizing dedicated storage area networks.][added: solutions.]

[removed: _Enterprise Data Solutions._ We define enterprise data solutions as] [added: Nearline] applications [added: require mass capacity devices, HDDs as well as mass capacity EDS subsystems] that provide end-to-end solutions to businesses for the purpose of modular [removed: systems] and [removed: scale-out] [added: scalable] storage.

[removed: _Major] [added: *Major] subcomponent [removed: manufacturers._] [added: 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”).

[removed: _Storage] [added: *Storage] device [removed: manufacturers._] [added: manufacturers.*] Companies that transform components into storage products include disk drive manufacturers and semiconductor storage manufacturers [removed: which] [added: that] integrate flash memory into storage products such as SSDs.

[removed: _Storage] [added: *Storage] solutions manufacturers and system [removed: integrators._] [added: integrators.*] Companies, such as OEMs, that bundle and package storage solutions, distributors that integrate storage hardware and software into end-user applications, [removed: CSPs] [added: cloud service providers (“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.

[removed: _Hyperscale] [added: *Hyperscale] data [removed: centers._] [added: 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 [removed: market and] [added: market,] driving [added: both] innovation in system design and changes in the competitive landscape of large storage system vendors.

[removed: _Storage services._] [added: *Storage services.*] Companies that provide and host services and solutions, which include storage, backup, archiving, recovery and discovery of data.

[removed: _Demand] [added: Demand] for Data [removed: Storage_][added: Storage]

The International Data Corporation (“IDC”) [removed: forecasted] [added: forecasts] in [removed: its 2018 _Digitization of] the [removed: World_] [added: 2020 Seagate-sponsored *Data Age 2025*] study that the global datasphere [removed: will] [added: should] grow from [removed: 33] [added: 59] zettabytes in [removed: 2018] [added: 2020] to 175 zettabytes by 2025.

The digital transformation has given rise to many new applications, all of which rely on faster access to and [removed: a] secure storage of [removed: an increasing amount of data.][added: data proliferating from endpoints through edge to cloud.]

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

[removed: | | • | |] [added: -] 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; [removed: |]

[removed: | | • | |] [added: -] Increasing use of video [removed: surveillance] and [removed: the emergence of] [added: imaging sensors to collect and analyze data used to improve traffic flow, emergency response times and manufacturing production costs, as well as for] new surveillance systems [removed: which] [added: that] feature higher resolution digital cameras and thus require larger data storage capacities; [removed: |]

[removed: | | • | |] [added: -] Creation and collection of data through the development and evolution of the IoT ecosystem, big data analytics, [removed: artificial intelligence] [added: AI] and new technology trends such as [removed: self-driving cars] [added: autonomous vehicles] and drones, smart manufacturing, and smart cities; [removed: |]

[removed: | | • | |] [added: -] The growing [removed: need for analysis] [added: use] of [removed: and] [added: analytics, especially for] action [removed: upon] [added: on] data created at the edge instead of processing and analyzing [removed: such data] at [added: the] data [removed: centers,] [added: center,] which is particularly [removed: the case in] [added: important for] verticals such as autonomous vehicles, property monitoring systems, smart manufacturing and others; [removed: |]

[removed: | | • | | Continued] [added: - Cloud migration initiatives and the ongoing] 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 [removed: |]

[removed: | | • | |] [added: -] Need for protection of increased digital content through redundant storage on backup devices and externally provided storage services. [removed: |]

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

[removed: In addition, the economics of storage infrastructure are also evolving with the] [added: The] utilization of public and private hyperscale storage and open-source solutions [added: is] 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 [added: products and] solutions going forward.

[removed: _Demand Trends_][added: Demand Trends]

We believe that continued growth in digital content creation [removed: requires] [added: will require] 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 [removed: the] [added: a] growing commercial and consumer user base throughout the world, [removed: the] storage solutions will evolve as well.

While the advance of solid state technology in many end markets is expected to increase, we believe that in the foreseeable future, cloud, [removed: traditional enterprise,] edge [removed: non-compute] and [removed: edge compute markets that] [added: traditional enterprise which] require high-capacity storage solutions will be best served by [removed: hard disk drives] [added: HDDs] due to their ability to deliver the most cost effective, reliable and energy-efficient mass storage devices.

We also believe that as [removed: hard disk drive] [added: HDD] capacities continue to increase, a focus exclusively on unit demand does not reflect the increase in demand for exabytes.

[removed: _Industry] [added: Industry] Supply [removed: Balance_][added: Balance]

Our HDD products are designed for mass capacity storage and legacy markets.

These markets were previously categorized as enterprise servers and storage systems, edge non-compute applications and edge compute applications.

Our HDD and SSD product portfolio includes Serial Advanced Technology Attachment (“SATA”), Serial Attached SCSI (“SAS”) and Non-Volatile Memory Express (“NVMe”) based designs to support a wide variety of mass capacity and legacy applications.

Engineered for modularity, mobility, capacity and performance, these solutions include our enterprise HDDs and SSDs, enabling customers to integrate powerful, scalable storage within legacy environments or build new ecosystems from the ground up in a secure, cost-effective manner.

*Mass Capacity Storage Markets*

Mass capacity storage supports high capacity, low-cost per terabyte (“TB”) storage applications, including nearline, video and image applications and network-attached storage (“NAS”).

Mass capacity storage markets represent growing markets that have been increasing as a percentage of our total revenue and in total exabytes shipped in fiscal years 2020, 2019 and 2018, with this trend expected to continue in fiscal year 2021.

Nearline.

Enterprise storage applications require both high-capacity and energy efficient storage devices to support low total cost of ownership.

The EDS solutions may also offer file management systems, software, and compute capabilities to enable both private and public data center applications.

Video and image and NAS.

Video and image applications and NAS drives are specifically designed to ensure the appropriate performance and reliability of the system for surveillance environments (video and image) and network storage environments (NAS).

We expect these markets, which includes storage for security and smart video installations, to show long term secular growth in exabyte demand.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

*Legacy Markets*

Legacy markets include mission critical, desktop, notebook, consumer, DVR, and gaming applications.

We continue to service these markets but do not plan significant additional investment.

These markets have been decreasing as a percentage of our total revenue in fiscal years 2020, 2019, and 2018 and this trend is expected to continue in fiscal year 2021, and the long term outlook is for a decrease in demand for exabytes in these markets.

Mission critical storage.

Consumer storage.

Consumer applications are externally connected storage, both HDD and SSD-based, used to provide backup capabilities, augmented storage capacity, or portable storage for PCs and mobile devices.

Desktop and notebook storage.

These applications rely on low cost-per-HDD and SSD devices to provide built-in storage for a wide variety of consumer and business applications.

Gaming storage.

This market includes storage for PC-based gaming rigs as well as console gaming applications.

The products are optimized for the speed and responsiveness gamers require, and include both internal and external storage options based on HDDs and SSDs.

DVR.

DVR applications are HDD storage for video streaming in always-on consumer premise equipment like DVRs and media centers.

The *Data Age 2025* study found that data is shifting to both the core and the edge, and by 2025 nearly 80% of the world’s data will be stored in the core and edge, up from 35% in 2015.

As more applications require real-time decision making, some data processing and storage is moving closer to the network edge.

According to IDC, nearly 25% of the global datasphere will be real-time by 2025.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

In addition, the economics of storage infrastructure are also evolving.

Mass capacity is and will continue to be the enabler of scale.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

They are also used in mission-critical enterprise applications, consumer, gaming and NAS applications.

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

Mass Capacity Storage

*Enterprise Nearline HDDs.* Our high-capacity enterprise HDDs ship in capacities of up to 18TB.

| --- | --- |

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.

_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.

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.

Enterprise storage is vital to the operation of large-scale enterprise workloads, requiring high performance and high reliability storage solutions.

Seagate Technology public limited company | 2019 Form 10-K | 3

##### [Table of Contents](#toc)

_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.

Applications can contain HDDs and SSDs and may offer file management systems, software and compute power, enabling both private and public clouds.

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

Seagate Technology public limited company | 2019 Form 10-K | 4

Seagate Technology public limited company | 2019 Form 10-K | 5

Seagate Technology public limited company | 2019 Form 10-K | 6

Vertically integrated disk drive manufacturers, who

Seagate Technology public limited company | 2019 Form 10-K | 7

_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.

We also offer low-cost storage options designed specifically for active archive storage environments.

_Edge Non-Compute Applications_

_Video._ Our Video HDDs are used in video applications like DVRs and media centers.

_Edge Compute Applications_

Seagate Technology public limited company | 2019 Form 10-K | 8

_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.

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.

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

| | • | | Toshiba Corporation; and |

Seagate Technology public limited company | 2019 Form 10-K | 9

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

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.

Seagate Technology public limited company | 2019 Form 10-K | 11

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

Financial Statements and Supplementary [removed: Data—Note] [added: Data—*Note] 14.

[removed: _Legal,] [added: Legal,] Environmental and Other [removed: Contingencies_.”][added: Contingencies*.”]

| --- | --- |

[removed: For] [added: For] the fiscal year ended [removed: June 28, 2019][added: July 3, 2020]

[removed: For] [added: For] the transition period [removed: from to][added: from: to]

[removed: Commission] [added: Commission] File [removed: No. 001-31560][added: Number 001-31560]

| Ireland | | [added: |] 98-0648577 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: |] (I.R.S. Employer Identification Number) | [added: | |]

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

[removed: Securities] [added: Securities] registered pursuant to Section [removed: 12 (b)] [added: 12(b)] of the [removed: Act:][added: Act:]

| Title of Each Class | | [added: |] Trading Symbol(s) | | [added: |] Name of Each Exchange on Which Registered | [added: | |]

| Ordinary Shares, par value $0.00001 per share | | [added: |] STX | | [added: |] The NASDAQ Global Select Market | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act: None][added: Act:]

| Large accelerated filer | | [added: |] ☒ | | [added: |] Accelerated [removed: filer] [added: filer:] | | [added: |] ☐ | [added: | | | | | | | |]

| Non-accelerated [removed: filer] [added: filer:] | | [added: |] ☐ | | [added: |] Smaller reporting [removed: company] [added: company:] | | [added: |] ☐ | [added: | | | | | | | |]

| [added: | | | | | |] Emerging growth [removed: company] [added: company:] | | [added: |] ☐ | | | | | [added: | | | |]

[added: |] 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. [added: | | | | | | | | | | | | | | | ☐ | | |]

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of [removed: December 28, 2018,] [added: January 3, 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $10.9] [added: $15.4] billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of [removed: July 29, 2019] [added: August 3, 2020] was [removed: 269,037,767.][added: 257,461,532.]

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 [removed: 29, 2019,] [added: 22, 2020,] 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 [removed: registrant’s] [added: registrant's] fiscal year ended [removed: June 28, 2019.][added: July 3, 2020.]

| Item | | | | [added: | |] Page No. | | |

| 1A. | | [added: |] [Risk [removed: Factors](#toc733907_3)] [added: Factors](#i692c0f76e728414bb138c377255ef02f_22)] | | | [removed: 14] [added: [15](#i692c0f76e728414bb138c377255ef02f_22)] | | [added: |]

| 1B. | | [added: |] [Unresolved Staff [removed: Comments](#toc733907_4)] [added: Comments](#i692c0f76e728414bb138c377255ef02f_25)] | | | [removed: 29] [added: [33](#i692c0f76e728414bb138c377255ef02f_25)] | | [added: |]

| [removed: 3.] [added: 3] | | [added: |] [Legal [removed: Proceedings](#toc733907_6)] [added: Proceedings](#i692c0f76e728414bb138c377255ef02f_31)] | | | [removed: 30] [added: [34](#i692c0f76e728414bb138c377255ef02f_31)] | | [added: |]

| [removed: 4.] [added: 4] | | [added: |] [Mine Safety [removed: Disclosures](#toc733907_7)] [added: Disclosures](#i692c0f76e728414bb138c377255ef02f_34)] | | | [removed: 30] [added: [34](#i692c0f76e728414bb138c377255ef02f_34)] | | [added: |]

| [removed: 5.] [added: 5] | | [added: |] [Market for [removed: Registrant’s] [added: Registrant](#i692c0f76e728414bb138c377255ef02f_40)[’](#i692c0f76e728414bb138c377255ef02f_40)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc733907_9)] [added: Securities](#i692c0f76e728414bb138c377255ef02f_40)] | | | [removed: 31] [added: [34](#i692c0f76e728414bb138c377255ef02f_40)] | | [added: |]

| [removed: 6.] [added: 6] | | [added: |] [Selected Financial [removed: Data](#toc733907_10)] [added: Data](#i692c0f76e728414bb138c377255ef02f_43)] | | | [removed: 32] [added: [36](#i692c0f76e728414bb138c377255ef02f_43)] | | [added: |]

| [removed: 7.] [added: 7] | | [removed: [Management’s] [added: | [Management](#i692c0f76e728414bb138c377255ef02f_46)[’](#i692c0f76e728414bb138c377255ef02f_46)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc733907_11)] [added: Operations](#i692c0f76e728414bb138c377255ef02f_46)] | | | [removed: 35] [added: [38](#i692c0f76e728414bb138c377255ef02f_46)] | | [added: |]

| 7A. | | [added: |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc733907_12)] [added: Risk](#i692c0f76e728414bb138c377255ef02f_61)] | | | [removed: 47] [added: [49](#i692c0f76e728414bb138c377255ef02f_61)] | | [added: |]

| [removed: 8.] [added: 8] | | [added: |] [Financial Statements and Supplementary [removed: Data](#toc733907_13)] [added: Data](#i692c0f76e728414bb138c377255ef02f_64)] | | | [removed: 49] [added: [52](#i692c0f76e728414bb138c377255ef02f_64)] | | [added: |]

| [removed: 9.] [added: 9] | | [added: |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc733907_14)] [added: Disclosure](#i692c0f76e728414bb138c377255ef02f_172)] | | | [removed: 95] [added: [97](#i692c0f76e728414bb138c377255ef02f_172)] | | [added: |]

| 9A. | | [added: |] [Controls and [removed: Procedures](#toc733907_15)] [added: Procedures](#i692c0f76e728414bb138c377255ef02f_175)] | | | [removed: 95] [added: [97](#i692c0f76e728414bb138c377255ef02f_175)] | | [added: |]

| 9B. | | [added: |] [Other [removed: Information](#toc733907_16)] [added: Information](#i692c0f76e728414bb138c377255ef02f_178)] | | | [removed: 95] [added: [97](#i692c0f76e728414bb138c377255ef02f_178)] | | [added: |]

| | | [added: |] [PART [removed: III](#toc733907_17)] [added: III](#i692c0f76e728414bb138c377255ef02f_181)] | | | | | [added: |]

| [removed: 10.] [added: 10] | | [added: |] [Directors, Executive Officers and Corporate [removed: Governance](#toc733907_18)] [added: Governance](#i692c0f76e728414bb138c377255ef02f_184)] | | | [removed: 96] [added: [98](#i692c0f76e728414bb138c377255ef02f_184)] | | [added: |]

| [removed: 12.] [added: 12] | | [added: |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc733907_20)] [added: Matters](#i692c0f76e728414bb138c377255ef02f_190)] | | | [removed: 96] [added: [98](#i692c0f76e728414bb138c377255ef02f_190)] | | [added: |]

| [removed: 13.] [added: 13] | | [added: |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc733907_21)] [added: Independence](#i692c0f76e728414bb138c377255ef02f_193)] | | | [removed: 96] [added: [98](#i692c0f76e728414bb138c377255ef02f_193)] | | [added: |]

| [removed: 14.] [added: 14] | | [added: |] [Principal Accountant Fees and [removed: Services](#toc733907_22)] [added: Services](#i692c0f76e728414bb138c377255ef02f_196)] | | | [removed: 96] [added: [98](#i692c0f76e728414bb138c377255ef02f_196)] | | [added: |]

| [removed: 15.] [added: 15] | | [added: |] [Exhibits and Financial Statement [removed: Schedules](#toc733907_24)] [added: Schedules](#i692c0f76e728414bb138c377255ef02f_202)] | | | [removed: 97] [added: [99](#i692c0f76e728414bb138c377255ef02f_202)] | | [added: |]

References to “$” [added: and “dollars”] are to United States dollars.

[removed: These] [added: Forward-looking] statements [removed: identify prospective information and may include] [added: generally can be identified by] words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “may,” [removed: “will”] [added: “will,” “will continue,” “can,” “could,”] or negative of these words, variations of these words and comparable terminology.

[removed: | | • | |] [added: -] the uncertainty in global economic and political conditions; [removed: |]

_________________________________________________

OR

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_________________________________________________

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None

_________________________________________________

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| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | | | | | | | | ☒ | | |

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

| | | | [PART I](#i692c0f76e728414bb138c377255ef02f_16) | | | | | |

| 1 | | | [Business](#i692c0f76e728414bb138c377255ef02f_19) | | | [5](#i692c0f76e728414bb138c377255ef02f_19) | | |

| 2 | | | [Properties](#i692c0f76e728414bb138c377255ef02f_28) | | | [34](#i692c0f76e728414bb138c377255ef02f_28) | | |

| | | | [PART II](#i692c0f76e728414bb138c377255ef02f_37) | | | | | |

| 11 | | | [Executive Compensation](#i692c0f76e728414bb138c377255ef02f_187) | | | [98](#i692c0f76e728414bb138c377255ef02f_187) | | |

| | | | [PART IV](#i692c0f76e728414bb138c377255ef02f_199) | | | | | |

| | | | [EXHIBIT INDEX](#i692c0f76e728414bb138c377255ef02f_205) | | | [100](#i692c0f76e728414bb138c377255ef02f_205) | | |

| | | | [SIGNATURES](#i692c0f76e728414bb138c377255ef02f_208) | | | [106](#i692c0f76e728414bb138c377255ef02f_208) | | |

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact.

Forward-looking statements contained in this Annual Report on Form 10-K include, among other things, statements about our plans, strategies and prospects; market demand for our products; shifts in technology; estimates of industry growth; effects of the economic conditions worldwide resulting from the COVID-19 pandemic; our ability to effectively manage our cash liquidity position and debt obligations, and comply with the covenants in our credit facilities; our restructuring efforts; the sufficiency of our sources of cash to meet cash needs for the next 12 months; our expectations regarding capital expenditures; and projected cost savings for the fiscal year ending July 2, 2021.

- any price erosion or volatility of sales volumes through the Company’s distributor and retail channel;

- the effects of the COVID-19 pandemic and related individual, business and government responses on the global economy and their impact on the Company’s business, operations and financial results;

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

[Table of Content](#i692c0f76e728414bb138c377255ef02f_7)[s](#i692c0f76e728414bb138c377255ef02f_7)

10-K 1 d733907d10k.htm 10-K

##### [Table of Contents](#toc)

(Mark One)

OR

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

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

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

| | | [PART I](#toc733907_1) | | | | |

| 1. | | [Business](#toc733907_2) | | | 3 | |

| 2. | | [Properties](#toc733907_5) | | | 30 | |

| | | [PART II](#toc733907_8) | | | | |

| 11. | | [Executive Compensation](#toc733907_19) | | | 96 | |

| | | [PART IV](#toc733907_23) | | | | |

| | | [EXHIBIT INDEX](#toc733907_25) | | | 98 | |

| | | [SIGNATURES](#toc733907_26) | | | 107 | |

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.

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

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

| | • | | consolidation trends in the data storage industry; |

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

| | • | | fluctuations in interest rates; |

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

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

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Seagate Technology public limited company | 2019 Form 10-K | 29

##### [Table of Contents](#toc)

Our main material manufacturing, product development and marketing and administrative facilities at [removed: June 28, 2019] [added: July 3, 2020] are as follows:

| Location | | [removed: Building(s) Owned] [added: | | | | Building(s) Owned] or Leased | | [removed: Approximate Square] [added: | | | | Approximate Square] Footage | | | | [added: | |] Primary Use | [added: | |]

| United States | | | | | | | | | [added: | | | | | | | | | | | |]

| California | | [removed: Owned/Leased] | | | [removed: 554,000] | [added: Owned] | | [added: | | | | 412,000 | | | | | |] Product development, marketing and administrative and operational offices | [added: | |]

| Colorado | | [removed: Owned/Leased] | | | [added: | Owned | | | | | |] 528,000 | | | [added: | | |] Product development | [added: | |]

| Minnesota | | [added: | | | |] Owned/Leased | | | [added: | | |] 1,096,000 | | | [added: | | |] Manufacture of recording heads and product development | [added: | |]

| Europe | | | | | | | | | [added: | | | | | | | | | | | |]

| [removed: Northern Ireland] [added: *Northern Ireland*] | | | | | | | | | [added: | | | | | | | | | | | |]

| Springtown | | [added: | | | |] Owned | | | [added: | | |] 479,000 | | | [added: | | |] Manufacture of recording heads | [added: | |]

| Asia | | | | | | | | | [added: | | | | | | | | | | | |]

| [removed: China] [added: *China*] | | | | | | | | | [added: | | | | | | | | | | | |]

| Wuxi | | [added: | | | |] Leased | | | [removed: 704,000] | | | [added: 738,000 | | | | | |] Manufacture of drives and drive subassemblies | [added: | |]

| [removed: Malaysia] [added: *Malaysia*] | | | | | | | | | [added: | | | | | | | | | | | |]

| Johor | | [removed: Owned(1)] | | | [added: | Owned (1) | | | | | |] 631,000 | | | [added: | | |] Manufacture of substrates | [added: | |]

| [removed: Singapore] [added: *Singapore*] | | | | | | | | | [added: | | | | | | | | | | | |]

| Woodlands | | [removed: Owned/Leased(1)] | | | [added: | Owned/Leased (1) | | | | | |] 1,511,000 | | | [added: | | |] Manufacture of media | [added: | |]

| [removed: Ayer Rajah] [added: Shugart] | | [removed: Owned(1)] | | | [added: | Owned (1) | | | | | |] 410,000 | | | [added: | | |] Product development | [added: | |]

| [removed: Thailand] [added: *Thailand*] | | | | | | | | | [added: | | | | | | | | | | | |]

| Korat | | [added: | | | |] Owned/Leased | | | [removed: 2,731,000] | | | [added: 2,739,000 | | | | | |] Manufacture of drives and drive subassemblies | [added: | |]

| Teparuk | | [added: | | | |] Owned/Leased | | | [added: | | |] 422,000 | | | [added: | | |] Manufacture of drive subassemblies | [added: | |]

[removed: |] (1) [removed: |] Land leases for these facilities expire on various dates through 2068. [removed: |]

As of [removed: June 28, 2019,] [added: July 3, 2020,] we owned or leased a total of approximately [removed: 11.0] [added: 9.8] million square feet of space worldwide.

The [removed: 11.0] [added: 9.8] million square feet of owned or leased space includes a total of [removed: 1.3 million] [added: 142,000] square feet that is currently [removed: unoccupied.][added: subleased.]

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___________________________________

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Substantially all of this unoccupied space relates to owned facilities that are being actively marketed for disposition.

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Seagate Technology public limited company | 2019 Form 10-K | 30

##### [Table of Contents](#toc)

As of [removed: July 29, 2019,] [added: August 3, 2020,] there were approximately [removed: 561] [added: 535] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2019] [added: 2020] that were not registered under the Securities Act of 1933, as amended.

The performance graph below shows the cumulative total shareholder return on our ordinary shares for the period from [removed: June 27, 2014] [added: July 3, 2015] to [removed: June 28, 2019.][added: July 3, 2020.]

The graph assumes that on [removed: June 27, 2014,] [added: July 3, 2015,] $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.

[removed: ][added: ]

| | | [removed: 6/27/2014] | [removed: |] [added: 7/3/2015 (1)] | | [removed: 7/3/2015] | | | | 7/1/2016 | | | | [added: | |] 6/30/2017 | | | | [added: | |] 6/29/2018 | | | | [added: | |] 6/28/2019 | | | [added: | | | 7/3/2020 | | |]

[removed: | * |] [added: (1)] $100 invested on [removed: 6/27/2014] [added: 7/3/2015] in [removed: stock] [added: shares] and in indices, including reinvestment of dividends. [removed: |]

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 [removed: its] [added: our] ordinary shares.

As of [removed: June 28, 2019, $2.2] [added: July 3, 2020, $1.3] billion remained available for repurchase [added: of ordinary shares] under the existing repurchase authorization limits.

All repurchases are effected as redemptions in accordance with our [removed: Articles of Association.][added: Constitution.]

The following table sets forth information with respect to all repurchases of our shares made during the fiscal year ended [removed: June 28, 2019,] [added: July 3, 2020,] including shares withheld for statutory tax withholdings related to vesting of employee equity awards:

| Period (In millions, except average price paid per share) | | [removed: Total Number of Shares Purchased(1)] | | | | [removed: Average Price Paid per Share (1)] [added: Total Number of Shares Purchased (1)] | | | | [added: | | Average Price Paid per Share (1) | | | | | |] Total [removed: Number of Shares Purchased as] [added: Number of Shares Purchased as] Part [removed: of Publicly Announced Plans or Programs] [added: of Publicly Announced Plans or Programs] | | | | [removed: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)] | | | [added: | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | | |]

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2019] [added: 2020] | | | [removed: 14] | | | [added: 18 | | | | | |] $ | [removed: 45.74] [added: 50.61] | | | | [removed: 14] | [added: 18] | | [added: | | | | | | | | | |] $ | [removed: 2,544] [added: 1,341] | |

| Through 4th Quarter of Fiscal Year [removed: 2019] [added: 2020] | | | [removed: 22] | | | [added: 18] | | | | | [removed: 22] | | | [added: | | | | 18 | | | | | | | | | | | |] $ | [removed: 2,190] [added: 1,304] | |

[removed: |] (1) [removed: |] Repurchase of shares including tax withholdings. [removed: |]

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| Seagate Technology plc | | | $ | 100.00 | | | | | $ | 60.06 | | | | | $ | 91.81 | | | | | $ | 129.07 | | | | | $ | 116.50 | | | | | $ | 117.16 | |

| S&P 500 | | | 100.00 | | | | | | 103.08 | | | | | | 119.26 | | | | | | 134.53 | | | | | | 146.52 | | | | | | 155.90 | | |

| Dow Jones US Computer Hardware | | | 100.00 | | | | | | 79.81 | | | | | | 118.26 | | | | | | 152.87 | | | | | | 156.67 | | | | | | 264.36 | | |

___________________________________

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| April 4, 2020 through May 1, 2020 | | | | | | — | | | | | | 49.30 | | | | | | — | | | | | | | | | | | | 1,304 | | |

| May 2, 2020 through May 29, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,304 | | |

| May 30, 2020 through July 3, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,304 | | |

___________________________________

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COMPARISON OF 60 MONTH

CUMULATIVE TOTAL RETURN*

Among Seagate Technology plc, The S&P 500 Index

And The Down Jones US Computer Hardware Index

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| 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 | |

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

Seagate Technology public limited company | 2019 Form 10-K | 31

##### [Table of Contents](#toc)

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| 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 | |

The Consolidated Statements of Operations data for the fiscal years ended [added: July 3, 2020,] June 28, [removed: 2019, June 29, 2018] [added: 2019] and June [removed: 30, 2017,] [added: 29, 2018,] and the Consolidated Balance Sheets data as of [removed: June 28, 2019] [added: July 3, 2020] and June [removed: 29, 2018,] [added: 28, 2019,] 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 [removed: July 1, 2016] [added: June 30, 2017] and July [removed: 3, 2015,] [added: 1, 2016,] and the Consolidated Balance Sheets data at June [added: 29, 2018, June] 30, [removed: 2017, July 1, 2016] [added: 2017] and July [removed: 3, 2015,] [added: 1, 2016,] are derived from our audited Consolidated Financial Statements that are not included in this Annual Report on Form 10-K.

| | | [added: | | | |] Fiscal Years Ended | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (Dollars in millions, except per share data) | | [added: | | | | July 3, 2020 | | | | | |] June 28, 2019 | | | | [added: | |] June 29, 2018 | | | | [added: | |] June 30, 2017 | | | | [added: | |] July 1, 2016 | | | | [removed: July 3, 2015] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Revenue | | [added: | | | |] $ | [added: 10,509 | | | | | $ |] 10,390 | | | [added: | |] $ | 11,184 | | | [added: | |] $ | 10,771 | | | [added: | |] $ | 11,160 | | | [removed: $] | [removed: 13,739] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Gross [removed: margin] [added: profit] | | | [added: | | | 2,842 | | | | | |] 2,932 | | | | [added: | |] 3,364 | | | | [added: | |] 3,174 | | | | [added: | |] 2,615 | | | | [removed: 3,809] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Income from operations | | | [added: | | | 1,300 | | | | | |] 1,487 | | | | [added: | |] 1,634 | | | | [added: | |] 1,054 | | | | [added: | |] 445 | | | | [removed: 2,058] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Net [removed: income(a)] [added: income (1)] | | | [added: | | | 1,004 | | | | | |] 2,012 | | | | [added: | |] 1,182 | | | | [added: | |] 772 | | | | [added: | |] 248 | | | | [removed: 1,742] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Total [removed: assets(b)] [added: assets (2)] | | | [added: | | | 8,930 | | | | | |] 8,885 | | | | [added: | |] 9,410 | | | | [added: | |] 9,268 | | | | [added: | |] 8,213 | | | | [removed: 9,801] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Total [removed: debt(b)] [added: debt (2)] | | | [added: | | | 4,175 | | | | | |] 4,253 | | | | [added: | |] 4,819 | | | | [added: | |] 5,021 | | | | [added: | |] 4,091 | | | | [removed: 4,111] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Equity | | [added: | | | |] $ | [added: 1,787 | | | | | $ |] 2,162 | | | [added: | |] $ | 1,665 | | | [added: | |] $ | 1,364 | | | [added: | |] $ | 1,593 | | | [removed: $] | [removed: 3,018] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income per share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic | | [added: | | | |] $ | [added: 3.83 | | | | | $ |] 7.13 | | | [added: | |] $ | 4.10 | | | [added: | |] $ | 2.61 | | | [added: | |] $ | 0.83 | | | [removed: $] | [removed: 5.38] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Diluted | | | [added: | | | 3.79 | | | | | |] 7.06 | | | | [added: | |] 4.05 | | | | [added: | |] 2.58 | | | | [added: | |] 0.82 | | | | [removed: 5.26] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Number of shares used in per share calculations: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic | | | [added: | | | 262 | | | | | |] 282 | | | | [added: | |] 288 | | | | [added: | |] 296 | | | | [added: | |] 299 | | | | [removed: 324] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Diluted | | | [added: | | | 265 | | | | | |] 285 | | | | [added: | |] 292 | | | | [added: | |] 299 | | | | [added: | |] 302 | | | | [removed: 331] | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash dividends declared per ordinary share | | [added: | | | |] $ | [added: 2.58 | | | | | $ |] 2.52 | | | [added: | |] $ | 2.52 | | | [added: | |] $ | 2.52 | | | [added: | |] $ | 2.43 | | | [removed: $] | [removed: 2.05] | | [added: | | | | | | | | | | | | | | | | | | | |]

[removed: | (a) |] The [removed: 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. [removed: |]

[removed: | (b) |] The [removed: 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 [removed: years] [added: year] ended [removed: 2015 and] 2016 by [removed: $44 million and] $39 million, [removed: respectively,] within the Consolidated Balance Sheets. [removed: |]

[removed: _Quarterly Data_][added: *Quarterly Data*]

The Company operated and reported financial results based on [removed: 13-week quarters] [added: a 14-week quarter] in [added: its first quarter of] fiscal [removed: years] [added: year 2020 ending on the Friday closest to September 30,] 2019 and [removed: 2018,] [added: 13-week quarters for the remaining quarters of fiscal year 2020 as well as all four quarters of fiscal year 2019,] which ended on the Friday closest to September 30, December 31, March 31 and June 30.

| | | [added: | | | |] Fiscal Year 2019 Quarters Ended | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| (In millions, except per share data) | | [added: | | | |] June 28, 2019 | | | | [added: | |] March 29, 2019 | | | | [added: | |] December 28, 2018 | | | | [added: | |] September 28, 2018 | | | [added: | | | | | | | | | | | | | | | | | |]

| Revenue | | [added: | | | |] $ | 2,371 | | | [added: | |] $ | 2,313 | | | [added: | |] $ | 2,715 | | | [added: | |] $ | 2,991 | | [added: | | | | | | | | | | | | | | | | | |]