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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

1. Financial Statements. The following Consolidated Financial Statements of Seagate Technology plc and Report of Independent Registered Public Accounting Firm are included in Item 8:

Page No.
Consolidated Balance Sheets53
Consolidated Statements of Operations54
Consolidated Statements of Comprehensive Income55
Consolidated Statements of Cash Flows56
Consolidated Statements of Shareholders' Equity57
Notes to Consolidated Financial Statements58
Reports of Independent Registered Public Accounting Firm93

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

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

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EXHIBIT INDEX

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
2.1Scheme of Arrangement among Seagate Technology, Seagate Technology plc and the Scheme Shareholders (incorporated by reference to Annex A to Seagate Technology's Definitive Proxy Statement on Schedule 14A filed on March 5, 2010)DEF 14A001-31560Annex A3/5/2010
3.1Constitution of Seagate Technology Public Limited Company as amended and restated by Special Resolution dated October 19, 20168-K001-315603.110/24/2016
3.2Certificate of Incorporation of Seagate Technology plc10-K001-315603.28/20/2010
4.1Description of Securities10-K001-315604.18/2/2019
4.2Specimen Ordinary Share Certificate10-K001-315604.18/20/2010
4.3Indenture for the 2023 Notes dated as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee8-K001-315604.15/22/2013
4.4Form of 4.75% Senior Note due 20238-K001-315604.15/22/2013
4.5Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC.8-K001-315604.35/22/2013
4.6Indenture for the 2025 Notes dated as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and U.S. Bank National Association, as trustee8-K001-315604.15/28/2014
4.7Form of 4.75% Senior Note due 20258-K001-315604.15/28/2014
4.8Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC.8-K001-315604.35/28/2014
4.9Indenture for the 2034 Notes dated as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate Technology plc, as guarantor and U.S. Bank National Association, as trustee.8-K001-315604.112/2/2014
4.10Form of 5.75% Senior Note due 20348-K001-315604.112/2/2014
4.11Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC.8-K001-315604.312/2/2014
4.12Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.12/3/2017
4.13Form of 4.250% Senior Note due 20228-K001-315604.12/3/2017
4.14Indenture for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.32/3/2017
4.15Form of 4.875% Senior Note due 20248-K001-315604.32/3/2017

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.16Registration Rights Agreement for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.52/3/2017
4.17Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.62/3/2017
4.18Indenture for the 2027 Notes dated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee8-K001-315604.15/14/2015
4.19Form of 4.875% Senior Note due 20278-K001-315604.15/14/2015
4.20Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC8-K001-315604.35/14/2015
4.21Indenture for the 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee8-K001-315604.16/10/2020
4.22Form of 4.125% Senior Note due 20318-K001-315604.16/10/2020
4.23Registration Rights Agreement dated as of June 10, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc.8-K001-315604.36/10/2020
4.24Indenture for the 2029 Notes dated as of June 18, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee8-K001-315604.16/18/2020
4.25Form of 4.091% Senior Note due 20298-K001-315604.16/18/2020
4.26Registration Rights Agreement dated as of June 18, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc.8-K001-315604.36/18/2020
10.1+Amended Seagate Technology plc 2001 Share Option Plan10-K001-3156010.28/20/2010
10.2+Seagate Technology plc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)10-K001-3156010.38/20/2010
10.3+Amended Seagate Technology plc 2004 Share Compensation Plan10-K001-3156010.68/20/2010
10.4+Seagate Technology 2004 Stock Compensation Plan Form of Option Agreement (For Outside Directors)10-Q001-3156010.711/4/2009
10.5+Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement(includes Compensation Recovery Policy)10-K001-3156010.138/20/2010
10.6+Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Performance Share Bonus Grant and Agreement (includes Compensation Recovery Policy)10-K001-3156010.168/20/2010

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.7+Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy)10-Q001-3156010.1911/3/2010
10.8+Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement10-Q001-3156010.5610/27/2011
10.9+Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 2016.10-Q001-3156010.410/27/2017
10.10+Form of Outside Directors Restricted Share Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.41/26/2017
10.11+Form of Executive Performance Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.31/26/2017
10.12+Form of Employee Restricted Share Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.21/26/2017
10.13+Form of Employee Stock Option Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan10-Q001-3156010.11/26/2017
10.14+Seagate Technology plc Amended and Restated Employee Stock Purchase Plan8-K001-3156010.110/18/2017
10.15+Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology Public Limited Company10-Q001-3156010.11/29/2016
10.16+2015 Seagate Deferred Compensation Plan10-Q001-3156010.31/30/2015
10.16(a)+First Amendment to the 2015 Seagate Deferred Compensation Plan10-Q001-3156010.110/30/2015
10.16(b)+Second Amendment to the 2015 Seagate Deferred Compensation Plan10-K001-3156010.16(b)8/2/2019
10.16(c)+Third Amendment to the 2015 Seagate Deferred Compensation Plan10-Q001-3156010.62/4/2019
10.16(d)+Fourth Amendment to the 2015 Seagate Deferred Compensation Plan10-Q001-3156010.12/5/2020
10.17+Seagate 2009 Deferred Compensation Plan10-K001-3156010.178/2/2019
10.17(a)+First Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.265/5/2010
10.17(b)+Second Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.215/3/2011
10.17(c)+Third Amendment to 2009 Seagate Deferred Compensation Plan10-Q/A001-3156010.561/31/2013
10.17(d)+Fourth Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.41/30/2015
10.17(e)+Fifth Amendment to 2009 Seagate Deferred Compensation Plan10-Q001-3156010.72/4/2019
10.17(f)+Sixth Amendment to 2009 Seagate Deferred Compensation PlanX

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.18+2010 Restated Seagate Deferred Compensation Plan10-Q001-3156010.274/30/2012
10.18(a)+First Amendment to the 2010 Restated Seagate Deferred Compensation Plan10-Q001-3156010.42/4/2019
10.18(b)+Second Amendment to the 2010 Restated Seagate Deferred Compensation PlanX
10.19+Seagate Deferred Compensation Sub-Plan10-Q001-3156010.285/5/2010
10.19(a)+First Amendment to the Seagate Deferred Compensation Sub-Plan10-Q001-3156010.52/4/2019
10.19(b)+Second Amendment to the Seagate Deferred Compensation Sub-PlanX
10.20+Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan8-K001-3156010.111/4/2013
10.21+Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan10-K001-3156010.18/8/2014
10.22+Summary description of Seagate Technology plcโ€™s Compensation Policy for Non-Management Members of the Board of Directors with an Effective date of October 30, 201310-K001-3156010.468/8/2013
10.23+Offer Letter, dated as of January 29, 2009, by and between Seagate Technology and Stephen J. Luczo10-Q001-3156010.202/10/2009
10.24Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein10-Q001-31560110.4(b)5/6/2009
10.25Deed Poll of Assumption by Seagate Technology plc, dated July 2, 20108-K001-3156010.27/6/2010
10.26September 26, 2017 Equity Commitment Letter entered into by Seagate Technology plc and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation10-Q001-3156010.310/27/2017
10.27+Offer letter, dated July 25, 2017, by and between Seagate Technology and Steven J. Luczo10-K001-3156010.528/3/2018
10.28+Letter Agreement, dated November 1, 2018 by and between Seagate Technology plc and Steven Luczo10-Q001-3156010.111/2/2018
10.29+Offer Letter, dated December 3, 2018 by and between Seagate US LLC and Gianluca Romano10-Q001-3156010.32/4/2019
10.30Credit Agreement, dated as of February 20, 2019, by and among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities Corp. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents10-Q001-3516010.14/30/2019

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.31U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate Technology public limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent10-Q001-3156010.24/30/2019
10.32Indemnity, Subrogation and Contribution Agreement, dated as of February 20, 2019, among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the subsidiaries party thereto, as Guarantors, party thereto, and The Bank of Nova Scotia, as Administrative Agent10-Q001-3156010.34/30/2019
10.33(a)First Amendment, dated as of May 28, 2019, to the Credit Agreement dated as of February 20, 201910-Q001-3156010.111/1/2019
10.33(b)Second Amendment and Joinder Agreement, dated as of September 16, 2019, to the Credit Agreement dated as of February 20, 201910-Q001-3156010.211/1/2019
10.34+Amendment and Restated Seagate Technology plc Equity Incentive Plan amended and restarted as of October 29, 20198.K001-3156010.111/4/2019
10.35+Revised Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)X
10.36+Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)X
10.37+Revised Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)X
10.38+Revised Form of Outside Directors Restricted Share Unit agreement for Seagate Technology plc pursuant to pursuant to the 2012 Equity Incentive Plan (for awards granted after August 2020)X
21.1List of SubsidiariesX
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of Attorney (see signature page to this annual report)X
31.1Certification of the Chief Executive Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of the Chief Financial Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X

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Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
32.1โ€ Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104Inline XBRL Cover Page contained in Exhibit 101

+ Management contract or compensatory plan or arrangement.

โ€  The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Seagate Technology plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

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

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
/s/ DR. WILLIAM D. MOSLEY
Date:August 7, 2020(Dr. William D. Mosley, Chief Executive Officer and Director)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. William D. Mosley, Gianluca Romano, and Katherine E. Schuelke, and each of them, as his/her true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant's Annual Report on Form 10-K for the fiscal year ended July 3, 2020 (the "Annual Report"), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his/her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.

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

SignatureTitleDate
/s/ DR. WILLIAM D. MOSLEYChief Executive Officer and Director (Principal Executive Officer)August 7, 2020
(Dr. William D. Mosley)
/s/ GIANLUCA ROMANOExecutive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)August 7, 2020
(Gianluca Romano)
/s/ MICHAEL R. CANNONChairperson of the BoardAugust 7, 2020
(Michael R. Cannon)
/s/ MARK W. ADAMSDirectorAugust 7, 2020
(Mark W. Adams)
/s/ JUDY BRUNERDirectorAugust 7, 2020
(Judy Bruner)
/s/ WILLIAM T. COLEMAN IIIDirectorAugust 7, 2020
(William T. Coleman III)
/s/ JAY L. GELDMACHERDirectorAugust 7, 2020
(Jay L. Geldmacher)
/s/ DYLAN HAGGARTDirectorAugust 7, 2020
(Dylan Haggart)
/s/ STEPHEN J. LUCZODirectorAugust 7, 2020
(Stephen J. Luczo)
/s/ STEPHANIE TILENIUSDirectorAugust 7, 2020
(Stephanie Tilenius)
/s/ EDWARD J. ZANDERDirectorAugust 7, 2020
(Edward J. Zander)

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